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As Of Filer Filing For·On·As Docs:Size 2/23/18 ManpowerGroup Inc. 10-K 12/31/17 122:16M |
Document/Exhibit Description Pages Size
1: 10-K 2017 Form 10-K HTML 1.17M
2: EX-10.6(B) Material Contract HTML 48K
3: EX-10.6(C) Material Contract HTML 47K
5: EX-21 Subsidiaries List HTML 153K
6: EX-23.1 Consent of Experts or Counsel HTML 34K
7: EX-24 Power of Attorney HTML 46K
4: EX-12.1 Statement re: Computation of Ratios HTML 45K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 41K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 41K
10: EX-32.1 Certification -- §906 - SOA'02 HTML 35K
11: EX-32.2 Certification -- §906 - SOA'02 HTML 36K
18: R1 Document and Entity Information HTML 61K
19: R2 Consolidated Statements of Operations HTML 70K
20: R3 Consolidated Statements of Comprehensive Income HTML 58K
21: R4 Consolidated Statements of Comprehensive Income HTML 41K
(Parenthetical)
22: R5 Consolidated Balance Sheets HTML 132K
23: R6 Consolidated Balance Sheets (Parenthetical) HTML 57K
24: R7 Consolidated Statements of Cash Flows HTML 118K
25: R8 Consolidated Statements of Shareholders' Equity HTML 84K
26: R9 Consolidated Statements of Shareholders' Equity HTML 38K
(Parenthetical)
27: R10 Summary of Significant Accounting Policies HTML 242K
28: R11 Acquisitions HTML 48K
29: R12 Share-Based Compensation Plans HTML 192K
30: R13 Net Earnings Per Share HTML 62K
31: R14 Income Taxes HTML 152K
32: R15 Goodwill HTML 82K
33: R16 Debt HTML 66K
34: R17 Retirement and Deferred Compensation Plans HTML 401K
35: R18 Accumulated Other Comprehensive Loss HTML 49K
36: R19 Leases HTML 45K
37: R20 Interest and Other Expenses HTML 46K
38: R21 Derivative Financial Instruments HTML 50K
39: R22 Contingencies HTML 42K
40: R23 Segment Data HTML 258K
41: R24 Quarterly Data (Unaudited) HTML 80K
42: R25 Schedule II VALUATION AND QUALIFYING ACCOUNTS HTML 54K
[Disclosure]
43: R26 Summary of Significant Accounting Policies HTML 302K
(Policies)
44: R27 Summary of Significant Accounting Policies HTML 179K
(Tables)
45: R28 Share-Based Compensation Plans (Tables) HTML 169K
46: R29 Net Earnings Per Share (Tables) HTML 61K
47: R30 Income Taxes (Tables) HTML 140K
48: R31 Goodwill (Tables) HTML 84K
49: R32 Debt (Tables) HTML 55K
50: R33 Retirement and Deferred Compensation Plans HTML 404K
(Tables)
51: R34 Accumulated Other Comprehensive Loss (Tables) HTML 45K
52: R35 Leases (Tables) HTML 41K
53: R36 Interest and Other Expenses (Tables) HTML 46K
54: R37 Segment Data (Tables) HTML 279K
55: R38 Quarterly Data (Unaudited) (Tables) HTML 79K
56: R39 Summary of Significant Accounting Policies - HTML 36K
Nature of Operations (Details)
57: R40 Summary of Significant Accounting Policies - Basis HTML 39K
of Consolidation (Details)
58: R41 Summary of Significant Accounting Policies - HTML 45K
Revenues (Details)
59: R42 Summary of Significant Accounting Policies - HTML 40K
Allowance for Doubtful Accounts (Details)
60: R43 Summary of Significant Accounting Policies - HTML 35K
Advertising Costs (Details)
61: R44 Summary of Significant Accounting Policies - HTML 82K
Restructuring Costs (Details)
62: R45 Summary of Significant Accounting Policies - Fair HTML 63K
Value Measurements (Details)
63: R46 Summary of Significant Accounting Policies - HTML 106K
Goodwill and Other Intangible Assets (Details)
64: R47 Summary of Significant Accounting Policies - HTML 43K
Marketable Securities (Details)
65: R48 Summary of Significant Accounting Policies - HTML 46K
Capitalized Software for Internal Use (Details)
66: R49 Summary of Significant Accounting Policies - HTML 56K
Property and Equipment (Details)
67: R50 Summary of Significant Accounting Policies - HTML 60K
Shareholders' Equity (Details)
68: R51 Summary of Significant Accounting Policies - HTML 46K
Payroll Tax Credit (Details)
69: R52 Summary of Significant Accounting Policies HTML 38K
Recently Issued Accounting Standards (Details)
70: R53 Acquisitions (Details) HTML 88K
71: R54 Share-Based Compensation Plans - Share-Based HTML 59K
Compensation Plans (Details)
72: R55 Share-Based Compensation Plans - Stock Options HTML 62K
Narratives (Details)
73: R56 Share-Based Compensation Plans - Stock Option HTML 85K
Activity (Details)
74: R57 Share-Based Compensation Plans - Options HTML 74K
Outstanding and Exercisable (Details)
75: R58 Share-Based Compensation Plans - Estimated Fair HTML 45K
Value of Share Awards (Details)
76: R59 Share-Based Compensation Plans - Deferred Stock HTML 51K
(Details)
77: R60 Share-Based Compensation Plans - Restricted Stock HTML 45K
Narratives (Details)
78: R61 Share-Based Compensation Plans - Restricted Stock HTML 67K
Activity (Details)
79: R62 Share-Based Compensation Plans - Performance Share HTML 59K
Units (Details)
80: R63 Share-Based Compensation Plans - Other Stock Plans HTML 54K
(Details)
81: R64 Net Earnings Per Share - Calculation of Net HTML 65K
Earnings Per Share (Details)
82: R65 Net Earnings Per Share - Antidilutive Awards HTML 43K
(Details)
83: R66 Income Taxes Tax Cuts and Jobs Act of 2017 HTML 65K
(Details)
84: R67 Income Taxes French Tax Reform (Details) HTML 41K
85: R68 Income Taxes - Income Tax Provision (Details) HTML 64K
86: R69 Income Taxes - Income Tax Reconciliation (Details) HTML 82K
87: R70 Income Taxes - Narratives (Details) HTML 60K
88: R71 Income Taxes - Deferred Income Taxes Temporary HTML 70K
Differences (Details)
89: R72 Income Taxes - Operating Loss Carryforwards HTML 53K
(Details)
90: R73 Income Taxes - Unrecognized Tax Benefits (Details) HTML 50K
91: R74 Goodwill - Changes in Goodwill by Reportable HTML 76K
Segment (Details)
92: R75 Goodwill - Goodwill by Reporting Unit (Details) HTML 51K
93: R76 Debt - Short-Term Debt (Details) HTML 38K
94: R77 Debt - Debt (Details) HTML 42K
95: R78 Debt - Long-Term Debt (Details) HTML 46K
96: R79 Debt - Euro Notes (Details) HTML 49K
97: R80 Debt - Revolving Credit Agreement (Details) HTML 57K
98: R81 Debt - Debt Maturities (Details) HTML 43K
99: R82 Retirement and Deferred Compensation Plans - HTML 125K
Reconciliation of Changes (Details)
100: R83 Retirement and Deferred Compensation Plans - HTML 46K
Amounts Recognized in Accumulated Other
Comprehensive Loss (Details)
101: R84 Retirement and Deferred Compensation Plans - HTML 80K
Narratives (Details)
102: R85 Retirement and Deferred Compensation Plans - Plans HTML 39K
with Accumulated Benefit Obligations in Excess of
Fair Value of Plan Assets (Details)
103: R86 Retirement and Deferred Compensation Plans - Plans HTML 38K
with Projected Benefit Obligation in Excess of
Fair Value of Plan Assets (Details)
104: R87 Retirement and Deferred Compensation Plans - HTML 83K
Components of Net Periodic Benefit Cost and Other
Amounts Recognized in Other Comprehensive Loss
(Income) (Details)
105: R88 Retirement and Deferred Compensation Plans - HTML 56K
Weighted-Average Assumptions (Details)
106: R89 Retirement and Deferred Compensation Plans - Fair HTML 186K
Value of Pension Plan Assets by Asset Category
(Details)
107: R90 Retirement and Deferred Compensation Plans - HTML 48K
Changes in Fair Value of Pension Assets Measured
Using Level 3 Inputs (Details)
108: R91 Retirement and Deferred Compensation Plans - HTML 42K
Effect of One-Percentage Point Change in Assumed
Health Care Cost Trend Rates (Details)
109: R92 Retirement and Deferred Compensation Plans - HTML 54K
Projected Benefit Payment Estimates (Details)
110: R93 Retirement and Deferred Compensation Plans - HTML 51K
Defined Contribution Plans and Deferred
Compensation Plans (Details)
111: R94 Accumulated Other Comprehensive Loss (Details) HTML 63K
112: R95 Leases (Details) HTML 56K
113: R96 Interest and Other Expenses (Details) HTML 45K
114: R97 Derivative Financial Instruments (Details) HTML 62K
115: R98 Contingencies (Details) HTML 51K
116: R99 Segment Data - Segment Information (Details) HTML 175K
117: R100 Segment Data - Segment Information by Geographical HTML 59K
Region (Details)
118: R101 Quarterly Data (Unaudited) (Details) HTML 66K
119: R102 Schedule II VALUATION AND QUALIFYING ACCOUNTS HTML 49K
(Details)
121: XML IDEA XML File -- Filing Summary XML 219K
120: EXCEL IDEA Workbook of Financial Reports XLSX 146K
12: EX-101.INS XBRL Instance -- man-20171231 XML 5.69M
14: EX-101.CAL XBRL Calculations -- man-20171231_cal XML 295K
15: EX-101.DEF XBRL Definitions -- man-20171231_def XML 1.13M
16: EX-101.LAB XBRL Labels -- man-20171231_lab XML 2.64M
17: EX-101.PRE XBRL Presentations -- man-20171231_pre XML 1.64M
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122: ZIP XBRL Zipped Folder -- 0000871763-18-000070-xbrl Zip 415K
| Exhibit |
1. | Definitions. |
(a) | “Average Trading Price” shall mean, with respect to any period, the average of the Market Prices on the last trading day of each full or partial calendar quarter included within such period. |
(b) | An “Election Period” shall mean a period of time (i) beginning on January 1 of any year with respect to an individual serving as a Director as of that date and, with respect to an individual becoming a Director after January 1 of any year, the date the Director first becomes a Director and thereafter
January 1 of any year and (ii) ending on (but including) the earlier of the date of termination of a Director’s tenure as a Director or the next succeeding December 31. |
(c) | “Equity Plan” shall mean the 2011 Equity Incentive Plan of ManpowerGroup Inc. |
(d) | “Retainer” shall mean the annual cash retainer and the additional cash retainer for committee chairs and lead director payable to a Director as established from time to time by the Board of Directors. |
2. | Right to Elect Deferred Stock in Lieu of Retainer. |
3. | Annual Grant of Deferred Stock or Restricted Stock. |
(a) | Grant of Deferred Stock. Each individual serving as a Director on the first day of each calendar year shall be granted on that day, automatically and
specifically without further action of the Board of Directors, a number of shares of Deferred Stock equal to $160,000 divided by the Market Price on the last trading day of the immediately preceding year (rounded to the nearest whole share). Such Deferred Stock shall vest in equal installments on the last day of each calendar quarter during the year in which granted. Each individual becoming a Director during a calendar year shall be granted, automatically and specifically without further action of the Board of Directors, a number of shares of Deferred Stock equal to (i) $160,000 multiplied by a fraction, the numerator of which is the number of days after the date the Director becomes a Director through the next December 31, and the denominator of which is 365, (ii) divided by the Market Price on the last trading day prior to the date of grant (rounded to the nearest whole share). The date of grant of such Deferred Stock shall be the date the Director becomes a Director. Such
Deferred Stock shall vest as follows: on the |
(b) | Alternative Grant of Restricted Stock. Instead of receiving a grant of Deferred Stock under this paragraph 3, a Director shall have the right to elect to receive a number of shares of Restricted Stock equal to the number of shares of Deferred Stock the Director would otherwise have been granted. To be effective, such election must be made by notice in writing received by the Secretary of the
Company (i) on or before December 31 of the immediately preceding year for an individual serving as a Director on the first day of any calendar year, and (ii) on or before the tenth business day after the date the Director becomes a Director for an individual becoming a Director during a calendar year. Any such election to receive Restricted Stock made by a Director within 10 business days after becoming a Director during a calendar year shall only apply to that portion of the Deferred Stock the Director would otherwise have received that is attributable to services performed by the Director in and after the first full calendar quarter subsequent to the date of the election and subsequent calendar quarters during the same calendar year. The date of grant of such Restricted Stock shall be the first day of the full calendar quarter beginning subsequent to the date of the election, and such Restricted Stock shall vest on the same basis as such Deferred Stock would
have vested. Where an election to receive Restricted Stock is made by a Director within 10 business days after becoming a Director during a calendar year, the Director shall receive a grant of Deferred Stock equal to that number of shares of Deferred Stock the Director would otherwise have received attributable to services performed by the Director between the date the Director becomes a Director and the last day of the calendar quarter in which the election is made. |
4. | Deferred Stock: General Provisions. |
(a) | Distribution
of Shares. The Company shall settle Deferred Stock granted under these Terms and Conditions in Shares. Shares shall be distributed in respect of such Deferred Stock (but only to the extent vested, as rounded to the nearest whole Share) on the earlier of the third anniversary of the date of grant (the “Fixed Distribution Date”) or, upon a Director ceasing to be a member of the Board of Directors, within 30 days after the date of such cessation. However, a Director holding Deferred Stock granted under these Terms and Conditions shall have the right to extend the Fixed Distribution Date (any such extended date or further extended date as provided below is also referred to below as the “Fixed Distribution Date”) by a period of five years or more for each such extension provided in each case the election to extend the Fixed Distribution Date is made
by notice in writing delivered to the Secretary of the Company more than 12 months before the then existing Fixed Distribution Date. Notwithstanding the foregoing, if a distribution of Shares under this paragraph would otherwise occur outside of a “Trading Window” (as defined in the ManpowerGroup Inc. Statement of Policy on Securities Trading), then the Company may delay the distribution of such Shares until the beginning of the next Trading Window. |
(b) | Dividends and Distributions. On the first day of each
calendar year, each Director shall be granted, automatically and specifically without further action of the Board of Directors, a number of shares of Deferred Stock equal to (i) the aggregate amount of dividends (or other distributions) which would have been received by the Director during the immediately preceding year if the Deferred Stock held by the Director (whether or not vested) on the record date of any such dividend or distribution had been outstanding common stock of the Company on such date, (ii) divided by the Average Trading Price for the preceding calendar year (rounded to the nearest whole share). Notwithstanding the foregoing, a Director who ceases to be a member of the Board of Directors shall be granted, automatically and specifically without further action of the Board of Directors, on the day following the date of such cessation, a number of shares of Deferred Stock
equal to (i) the total amount of dividends which would have been received by the Director during the year in which termination occurs if the Deferred Stock held by the Director (whether or not vested) on the record date of any such dividend had been outstanding common stock of the Company on such date, (ii) divided by the Average Trading Price for the period from January 1 of such year through the date of such cessation (rounded |
5. | Other Provisions. |
6. | Application
of Plan. |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/23/18 | |||
| 1/1/18 | 4 | |||
| For Period end: | 12/31/17 | 4, 5 | ||
| List all Filings | ||||