XML 48 R12.htm IDEA: XBRL DOCUMENT
v3.19.3.a.u2

Share-Based Compensation Plans | 12 Months Ended
--- | ---
Dec. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] |
Share-Based Compensation Plans | (3) Share-Based Compensation Plans During 2019, 2018 and 2017, we recognized $26.3, $27.8 and $28.7, respectively, in share-based compensation expense related to stock options, deferred stock, restricted stock and performance share units, all of which is recorded in selling and administrative expenses. Consideration received from share-based awards for 2019, 2018 and 2017 was $7.0, $5.2 and $44.2, respectively. The total income tax benefit recognized related to share-based compensation during 2019, 2018 and 2017 was $1.8, $4.5 and $23.7, respectively. We recognize compensation expense on grants of share-based compensation awards on a straight-line basis over the vesting period of each award. Stock Options All share-based compensation is granted under the 2011 Equity Incentive Plan of ManpowerGroup Inc. (“2011 Plan”). Options and stock appreciation rights are granted at a price not less than 100% of the fair market value of the common stock at the date of grant. Generally, options are granted with a ratable vesting period of up to four years and expire ten years from date of grant. No stock appreciation rights had been granted or were outstanding as of December 31, 2019 or 2018. A summary of stock option activity is as follows:
|  | Shares (000) |  | Wtd. Avg. Exercise Price Per Share |  | Wtd. Avg. Remaining Contractual Term (years) |  | Aggregate Intrinsic Value (in millions)
Outstanding, January 1, 2017 |  | 1,127 |  | $66 |  |  |  |
Granted |  | 145 |  | 97 |  |  |  |
Exercised |  | (680) |  | 64 |  |  |  | $24
Expired or cancelled |  | (18) |  | 75 |  |  |  |
Outstanding, December 31, 2017 |  | 574 |  | $77 |  | 7.1 |  | $28
Vested or expected to vest, December 31, 2017 |  | 571 |  | $77 |  | 7.1 |  |
Exercisable, December 31, 2017 |  | 220 |  | $65 |  | 5.3 |  | $14
Outstanding, January 1, 2018 |  | 574 |  | $77 |  |  |  |
Granted |  | 122 |  | 123 |  |  |  |
Exercised |  | (24) |  | 78 |  |  |  | $1
Expired or cancelled |  | — |  | — |  |  |  |
Outstanding, December 31, 2018 |  | 672 |  | $85 |  | 5.9 |  | $1
Vested or expected to vest, December 31, 2018 |  | 670 |  | $85 |  | 5.9 |  |
Exercisable, December 31, 2018 |  | 401 |  | $76 |  | 4.5 |  | $1
Outstanding, January 1, 2019 |  | 672 |  | $85 |  |  |  |
Granted |  | 174 |  | 84 |  |  |  |
Exercised |  | (79) |  | 65 |  |  |  | $2
Expired or cancelled |  | (44) |  | 91 |  |  |  |
Outstanding, December 31, 2019 |  | 723 |  | $87 |  | 6.1 |  | $10
Vested or expected to vest, December 31, 2019 |  | 722 |  | $87 |  | 6.1 |  |
Exercisable, December 31, 2019 |  | 426 |  | $82 |  | 4.5 |  | $8
Options outstanding and exercisable as of December 31, 201 9 were as follows:
|  | Options Outstanding |  | Options Exercisable
Exercise Price |  | Shares (000) |  | Weighted- Average Remaining Contractual Life (years) |  | Weighted- Average Exercise Price |  | Shares (000) |  | Weighted- Average Exercise Price
$44-$59 |  | 66 |  | 2.1 |  | $51 |  | 66 |  | $51
$60-$79 |  | 225 |  | 5.3 |  | 76 |  | 196 |  | 76
$80-$99 |  | 319 |  | 7.2 |  | 89 |  | 115 |  | 93
$100-$123 |  | 113 |  | 6.6 |  | 123 |  | 49 |  | 123
|  | 723 |  | 6.1 |  | $87 |  | 426 |  | $82
We recognized expense of $4.0, $4.0 and $3.7 related to stock options for the years ended December 31, 2019, 2018 and 2017, respectively. The total fair value of options vested during the same periods was $2.3, $3.1 and $2.3, respectively. As of December 31, 2019, total unrecognized compensation cost was approximately $2.0, net of estimated forfeitures, which we expect to recognize over a weighted-average period of approximately 2.0 years. We estimated the fair value of each stock option on the date of grant using the Black-Scholes option pricing model and the following assumptions:
Year Ended December 31 |  | 2019 |  |  | 2018 |  |  | 2017 |
Average risk-free interest rate |  |  | 2.5 | % |  |  | 2.6 | % |  |  | 2.0 | %
Expected dividend yield |  |  | 2.9 | % |  |  | 1.6 | % |  |  | 2.0 | %
Expected volatility |  |  | 27.0 | % |  |  | 27.0 | % |  |  | 31.0 | %
Expected term (years) |  |  | 6.0 |  |  |  | 6.0 |  |  |  | 6.0 |
The average risk-free interest rate is based on United States Treasury security rates corresponding to the expected term in effect as of the grant date. The expected dividend yield is based on the expected annual dividend as a percentage of the market value of our common stock as of the grant date. We determined expected volatility using a weighted average of daily historical volatility (weighted 75%) of our stock price over the past five years and implied volatility (weighted 25%) based upon exchange traded options for our common stock. We believe that a blend of historical volatility and implied volatility better reflects future market conditions and better indicates expected volatility than considering purely historical volatility. We determined the expected term of the stock options using historical data. The weighted-average grant-date fair value per option granted during the year was $17.78, $31.46 and $25.58 in 2019, 2018 and 2017, respectively. Deferred Stock Our non-employee directors may elect to receive deferred stock in lieu of part or all of their annual cash retainer otherwise payable to them. The number of shares of deferred stock is determined pursuant to a formula set forth in the terms and conditions adopted under the 2011 Plan; the deferred stock is settled in shares of common stock according to these terms and conditions. During December 31, 2019, 2018 and 2017, there were 1,275, 5,551 and 3,647, respectively, shares of deferred stock awarded under this arrangement, all of which are vested. Non-employee directors also receive an annual grant of deferred stock (or restricted stock, if they so elect) as additional compensation for board service. The award vests in equal quarterly installments over one year and the vested portion of the deferred stock is settled in shares of common stock either upon a director’s termination of service or three years after the date of grant (which may in most cases be extended at the directors’ election) in accordance with the terms and conditions under the 2011 Plan. During 2019, 2018 and 2017, there were 18,172, 10,152 and 9,857, respectively, shares of deferred stock and 7,407, 6,345 and 9,792, respectively, shares of restricted stock granted under this arrangement, all of which are vested except for 1,666 shares of restricted stock granted in 2018 that were cancelled. We recognized expense of $1.4, $1.9 and $1.4 related to deferred stock in 2019, 2018 and 2017, respectively. Restricted Stock We grant restricted stock and restricted stock unit awards to certain employees and to non-employee directors who may elect to receive restricted stock rather than deferred stock as described above. Restrictions lapse over periods ranging up to six years, and in some cases upon retirement. We value restricted stock awards at the closing market value of our common stock on the date of grant. A summary of restricted stock activity is as follows:
|  | Shares (000) |  | Wtd. Avg. Price Per Share |  | Wtd. Avg. Remaining Contractual Term (years) |  | Aggregate Intrinsic Value (in millions)
Unvested, January 1, 2017 |  | 451 |  | $70 |  | 1.4 |  |
Granted |  | 167 |  | 98 |  |  |  |
Vested |  | (133) |  | 79 |  |  |  |
Forfeited |  | (37) |  | 80 |  |  |  |
Unvested, December 31, 2017 |  | 448 |  | $77 |  | 1.2 |  |
Granted |  | 145 |  | $119 |  |  |  |
Vested |  | (174) |  | 77 |  |  |  |
Forfeited |  | (23) |  | 89 |  |  |  |
Unvested, December 31, 2018 |  | 396 |  | $92 |  | 1.3 |  |
Granted |  | 236 |  | $84 |  |  |  |
Vested |  | (150) |  | 76 |  |  |  |
Forfeited |  | (36) |  | 93 |  |  |  |
Unvested, December 31, 2019 |  | 446 |  | $97 |  | 1.5 |  | $43
During 2019, 2018 and 2017, we recognized $15.5, $13.3 and $12.3, respectively, of expense related to restricted stock awards. As of December 31, 2019, there was approximately $16.0 of total unrecognized compensation cost related to unvested restricted stock, which we expect to recognize over a weighted-average period of approximately 2.0 years. Performance Share Units Our 2011 Plan allows us to grant performance share units. We grant performance share units typically with a performance period of three years. Vesting of units occurs at the end of the performance period or after a subsequent holding period, except in the case of termination of employment where the units are forfeited immediately. Upon retirement, a prorated number of units vest depending on the period worked from the grant date to retirement date or in certain cases all of the units vest. In the case of death or disability, the units immediately vest at the Target Award level if the death or disability date is during the performance period, or at the level determined by the performance criteria met during the performance period if the death or disability occurs during the subsequent holding period. The units are settled in shares of our common stock. A payout multiple is applied to the units awarded based on the performance criteria determined by the Executive Compensation and Human Resources Committee of the Board of Directors at the time of grant. In the event the performance criteria exceeds the Target Award level, an additional number of shares, up to the Outstanding Award level, may be granted. In the event the performance criteria falls below the Target Award level, a reduced number of shares, as low as the Threshold Award level, may be granted. If the performance criteria falls below the Threshold Award level, no shares will be granted. A summary of the performance share units detail by grant year is as follows:
|  | 2016 |  |  | 2017 |  |  | 2018 |  |  | 2019 |
Grant Date(s) |  | February 16, 2016 |  |  | February 9, 2017 |  |  | February 15, 2018 |  |  | February 15, 2019 |
Performance Period (years) |  | 2016-2018 |  |  | 2017-2019 |  |  | 2018-2020 |  |  | 2019-2021 |
Vesting Date |  | February 2019 |  |  | February 2020(a) |  |  | February 2021(a) |  |  | February 2022(a) |
Payout Levels (in units): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Threshold Award |  |  | 65,141 |  |  |  | 57,563 |  |  |  | 47,003 |  |  |  | 68,132 |
Target Award |  |  | 130,282 |  |  |  | 115,125 |  |  |  | 94,005 |  |  |  | 136,264 |
Outstanding Award |  |  | 260,564 |  |  |  | 230,250 |  |  |  | 188,010 |  |  |  | 272,528 |
Shares Issued in 2019 |  |  | 125,070 |  |  |  | — |  |  |  | — |  |  |  | — |
Payout Achieved Over Performance Period |  |  | — |  |  |  | 88,377 |  |  |  | — |  |  |  | — |
(a) 2017, 2018 and 2019 awards are scheduled to vest in February 2020, 2021 and 2022, respectively, when the Executive Compensation and Human Resources Committee of the Board of Directors determines the achievement of the performance criteria. We recognize and adjust compensation expense based on the likelihood of the performance criteria specified in the award being achieved. The compensation expense is recognized over the performance and holding periods and is recorded in selling and administrative expenses. We have recognized total compensation expense of $5.2, $8.4 and $10.8 in 2019, 2018 and 2017, respectively, related to the performance share units.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration