ManpowerGroup Inc. Debt Disclosure

(8) Debt

We maintain separate bank credit lines with financial institutions to meet working capital needs of our subsidiary operations. As of December 31, 2025, such uncommitted credit lines totaled $363.1, of which $325.0 was unused. Under our revolving credit agreement, total subsidiary borrowings cannot exceed $300.0 in the first, second and fourth quarters, and $600.0 in the third quarter of each year. Due to these limitations, additional borrowings of $261.9 could have been made under these lines as of December 31, 2025.

Euro Notes

On December 15, 2025, we offered and sold €500.0 aggregate principal amount of the Company’s 3.750% notes due December 2030 (the “2025 €500.0 notes”). The net proceeds from the 2025 €500.0 notes of €497.4 were used in January 2026 to redeem our 2018 €500.0 notes due June 22, 2026. The 2025 €500.0 notes were issued at a price of 99.839% to yield an effective interest rate of 3.786%. Interest on the 2025 €500.0 notes is payable in arrears on December 13 of each year. The 2025 €500.0 notes are unsecured senior obligations and rank equally with all of the Company’s existing and future senior unsecured debt and other liabilities.

On June 30, 2022, we offered and sold €400.0 aggregate principal amount of the Company’s 3.50% notes due June 30, 2027 (the “2022 €400.0 notes”). The proceeds from the 2022 €400.0 notes were used in July 2022 to redeem our €400.0 1.875% notes due September 11, 2022. The 2022 €400.0 notes were issued at a price of 99.465% to yield an effective interest rate of 3.514%, net of a favorable impact of a forward starting interest rate swap. Interest on the Notes is payable in arrears on June 30 of each year. The Notes are unsecured senior obligations and rank equally with all of the Company’s existing and future senior unsecured debt and other liabilities.

On June 22, 2018, we offered and sold €500.0 aggregate principal amount of the Company’s 1.750% notes due June 2026 (the “2018 €500.0 notes”). The net proceeds from the 2018 €500.0 notes of €495.7 were used to repay our €350.0 notes due June 22, 2018, with the remaining balance used for general corporate purposes, which included share repurchases. The 2018 €500.0 notes were issued at a price of 99.564% to yield an effective interest rate of 1.809%. We redeemed those notes in January 2026 using the proceeds from the 2025 €500.0 notes.

Both the 2018 €500.0 notes and 2022 €400.0 notes contain certain customary non-financial restrictive covenants and events of default and are unsecured senior obligations and rank equally with all of our existing and future senior unsecured debt and other liabilities. These notes have been designated as a hedge of our net investment in subsidiaries with a Euro-functional currency as of December 31, 2025. Since our net investment in these subsidiaries exceeds the respective amount of the designated borrowings, the related translation gains or losses are included as a component of accumulated other comprehensive loss. (See Note 12 to the Consolidated Financial Statements for further information.)

Revolving Credit Agreement

On December 15, 2025, we entered into a new $600.0 five-year Credit Agreement (the “Credit Agreement”) with a syndicate of commercial banks to replace our previous $600.0 revolving credit facility. The Credit Agreement includes increased allowances for restructuring and related charges added back to earnings for covenant calculations and other terms, generally consistent with our previous revolving credit facility. The Credit Agreement allows for borrowing of $600.0 in various currencies, and up to $150.0 may be used for the issuance of stand-by letters of credit. We may request an increase in revolving credit commitments under the facility of up to $300.0 in certain circumstances.

We had no borrowings under our $600.0 credit facility as of December 31, 2025 and 2024. Outstanding letters of credit issued totaled $0.4, hence additional borrowings of $599.6 were available to us under the facility as of both December 31, 2025 and 2024.

Under the Credit Agreement, a credit ratings-based pricing grid determines the facility fee and the credit spread that we add to the applicable interbank borrowing rate on all borrowings. At our current credit rating, the annual facility fee is 12.5 basis points paid on the entire facility and the credit spread is 112.5 basis points on any borrowings.

The Credit Agreement contains customary restrictive covenants pertaining to our management and operations, including limitations on the amount of subsidiary debt that we may incur, limitation on dividends and share repurchases if our leverage ratio (Net Debt-to-EBITDA) exceeds 3.0 to 1. EBITDA is defined as net earnings before interest and other expenses, provision for income taxes, intangible asset amortization expense and depreciation and amortization expense. The agreement also includes limitations on our ability to pledge assets, as well as financial covenants requiring that we comply with a maximum leverage ratio of 3.5 to 1 and a minimum fixed charge coverage ratio of 1.5 to 1.

For covenant purposes, net debt is defined as total debt less cash in excess of $200.0 through December 31, 2025 and less cash in excess of $300.0 thereafter. The agreement allows certain restructuring expenses to be excluded from EBITDA, up to fixed annual amounts for 2025, 2026 and 2027, and up to 15% of EBITDA beginning in 2028.

The Credit Agreement contains customary events of default, including, among others, payment defaults, material inaccuracy of representations and warranties, covenant defaults, bankruptcy or involuntary proceedings, certain monetary and non-monetary judgments, change of control and customary ERISA defaults.

The maturities of long-term debt payable within each of the four years subsequent to December 31, 2026 are as follows: 2027- $468.3, 2028 - $0.0, 2029 - $0.0, 2030 - $583.8.