What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-02-17 compared with 2022-02-18 · 171 added, 173 removed, 513 unchanged (40% of the section changed)

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ManpowerGroup Inc.

is a world leader in innovative workforce solutions and services.

Through our global network of over 2,200 offices in 75 countries and territories, we put millions of people to work each year with our global, multinational and local clients across all major industry segments.

Our strong and connected brands provide innovative solutions that drive organizations forward, accelerate individual success and help build more sustainable communities.

is a global leader in innovative workforce solutions.

Through our network of over 2,200 offices in approximately 75 countries and territories, we put millions of people to work each year with our global, multinational and local clients across all major industry segments.

Our strong and connected brands provide solutions that drive organizations forward, accelerate individual success and help build more sustainable communities.

We power the future of work.

By offering a comprehensive range of workforce solutions and services, we help companies at varying stages in their evolution increase productivity, improve strategy, quality and efficiency, and reduce costs across their workforce to achieve their business goals.

ManpowerGroup’s suite of innovative workforce solutions and services includes:

By offering a comprehensive range of workforce solutions and services, we help companies improve strategy, quality, and efficiency, increase productivity and reduce costs across their workforce to achieve their business goals.

ManpowerGroup’s offerings of innovative workforce solutions and services includes:

Recruitment and Assessment –

By leveraging our trusted brands, industry knowledge and expertise, we identify the right talent in the right place to help our clients quickly access the people they need when they need them.

Through our industry-leading assessments, we help people and organizations understand their strengths and potential, resulting in better job matches, higher retention and a stronger workforce.

Training and Development –

Our unique insights into evolving employer needs and our expertise in training and development help us prepare candidates and associates to succeed in today’s competitive marketplace.

By leveraging our trusted brands, industry knowledge and expertise, we identify the right talent in the right place to help our clients quickly access the people and skills they need when they need them.

Through our industry-leading and AI-enabled assessments, we help people and organizations understand their strengths and potential, resulting in better job matches, higher retention and a stronger workforce.

Upskilling, Reskilling, Training and Development –

Our global insights around evolving employer needs and our expertise in training and development help us prepare candidates and associates to succeed in today’s competitive marketplace.

We offer an extensive portfolio of training courses and leadership development solutions that help clients maximize talent and optimize performance.

Career Management –

We help individuals manage their career journey through outplacement services and targeted skills development.

We help individuals find meaningful work and manage their career journey through outplacement services and targeted skills development.

By helping individuals and organizations manage workforce transitions and career changes, we unleash human potential.

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Workforce Consulting –

We help clients create and align their workforce strategy to achieve their business strategy, increase business agility and flexibility, and accelerate personal and business success.

Our family of brands and offerings includes:

Manpower –

We are a global leader in contingent staffing and permanent recruitment.

We provide businesses with rapid access to a highly qualified and productive pool of candidates to give them the flexibility and agility they need to respond to changing business needs.

We also offer talent based outsourcing under the Manpower brand.

Experis –

We are a global leader in professional resourcing and project-based solutions.

With operations in 50 countries and territories, we delivered 69 million hours of professional talent in 2021 specializing in Information Technology (IT), Engineering and Finance.

Our Proservia brand is a recognized leader within the Digital Services market and IT Infrastructure sector throughout Europe.

Talent Solutions –

We are a global leader in Workforce Solutions, ensuring organizations have the talent they need to deliver their business strategies.

We are a leading Recruitment Process Outsourcing (RPO) firm and our TAPFIN - Managed Service Provider (MSP) business is continually ranked as a top global MSP.

Through our Right Management offering, our global career experts provide workforce career management solutions to help organizations and individuals become more agile and market-ready.

By leveraging our expertise in assessment, development and coaching, we provide tailored solutions that deliver organizational efficiency, individual development, and career mobility, to increase productivity and optimize business performance.

Our Talent Solutions brand leverages our core capabilities to help organizations effectively source, manage and develop talent at scale.

Talent Solutions is designed to address client demand for expert offerings, integrated and data driven workforce solutions as well as seamless delivery across multiple countries.

Our leadership position enables us to be a pathway to quality employment opportunities for people at all points in their career paths.

Whether it is seasoned professionals, skilled laborers, temporary to permanent, parents returning to work, seniors wanting to supplement pensions, previously unemployed or underemployed youth and disabled individuals, ManpowerGroup has been connecting people to meaningful work for over 70 years.

Similarly, governments in the nations in which we operate look to us to help provide employment opportunities and training to assist the unemployed in gaining the skills they need to enter the workforce.

We provide a bridge to experience and employment and help to build more sustainable communities.

We help clients create and transform their workforce strategy to achieve their business strategy, increase business agility and flexibility, and accelerate individuals' and business success.

Our expert family of global brands - Manpower, Experis and Talent Solutions - provide innovative workforce solutions across approximately 75 countries and territories for hundreds of thousands of organizations every year.

Manpower is a global leader in contingent staffing and permanent recruitment, providing strategic and operational flexibility to organizations and connecting people to meaningful work while helping them develop skills to stay employable.

With our data driven insight into people’s motivation, skills adjacencies, and performance potential, we provide learning programs, on the job training and market based certifications for rapid reskilling and upskilling at scale.

Experis is a global leader in information technology (IT) professional resourcing and project services specializing in Enterprise Applications, Business Transformation, Cloud and Infrastructure, Digital Workspace and Cyber Security.

As digital transformation and skills shortages continue in the technology field, Experis provides talent with the combination of in-demand technical skills together with the soft skills that are critical for business success.

Talent Solutions combines leading global offerings Recruitment Process Outsourcing (RPO), TAPFIN - Managed Service Provider (MSP) and Right Management to provide data-driven capabilities that help organizations with their workforce transformation.

Talent Solutions helps organizations more effectively source, manage and develop talent at scale.

From talent attraction and acquisition to upskilling, development and retention, we leverage our integrated HR tech stack PowerSuite to deliver workforce solutions across multiple countries at scale.

Our leadership position enables us to be a pathway to quality employment opportunities for people at all points in their career journey and we have connected people to meaningful work for more than 70 years.

Governments and policy makers in the markets where we operate look to us to provide employment advice, opportunities and training to assist the unemployed in gaining the skills they need to enter the workforce, providing a bridge to employment and helping build more sustainable communities.

We, and our predecessors, have been in business since 1948 when we were incorporated as a Wisconsin corporation, and have had our shares listed on the New York Stock Exchange since 1967.

Our Internet address is www.manpowergroup.com.

We make available free of charge through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.

In addition, we also make available through our Internet website:

Our website address is www.manpowergroup.com .

The Investor Relations section ( investor.manpowergroup.com ) provides our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.

In addition, we also make available through our website:

our amended and restated articles of incorporation and amended and restated bylaws;

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our anti-corruption policy;

the charters of the Audit, People, Culture and Compensation and Nominating and Sustainability Committees of the Board of Directors;

the charters of the Audit, People, Culture & Compensation and Governance & Sustainability Committees of the Board of Directors;

our guidelines for selecting board candidates;

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our outside director stock ownership guidelines;

our regular update on corporate social responsibility.

our regular updates on ESG (environmental, social, governance).

Documents available on the website are also available in print for any shareholder who requests them.

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Client demand for workforce solutions and services is dependent on the overall strength of the labor market and secular trends toward greater workforce flexibility within each of the segments where we operate.

Improving economic growth typically results in increasing demand for labor, resulting in greater demand for our staffing services while demand for our outplacement services typically declines.

Improving economic growth typically results in increasing demand for labor, resulting in greater demand for our workforce solutions and staffing services while demand for our outplacement services typically declines.

During periods of increasing demand, we are generally able to improve our profitability and operating leverage as our cost base can support some increase in business without a similar increase in selling and administrative expenses.

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Based upon these anticipated trends, we determine what level of personnel and office investments are necessary to take full advantage of growth opportunities.

During the last several years, secular trends toward greater workforce flexibility have helped drive demand for our innovative workforce solutions and services around the world.

During the last several years, secular trends toward greater workforce flexibility have helped create demand for our innovative workforce solutions and services around the world.

As companies attempt to increase the variability of their cost base, the workforce solutions we provide help them to effectively address the fluctuating demand for their products or services.

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Whether it is through workforce assessments, targeted training or by creating longer-term development paths, we help organizations and candidates adapt their skills to changing workforce needs.

Our portfolio of recruitment services includes permanent, temporary and contract recruitment of professionals, as well as administrative and industrial positions.

Our portfolio of recruitment services includes permanent, temporary and contract recruitment of professionals, as well as administrative, industrial and IT professional positions.

These services are provided under our Manpower and Experis brands.

We have provided services under our core Manpower brand for over 70 years with a primary focus on the areas of office and industrial services and solutions.

We have provided services under our core Manpower brand for more than 70 years with a primary focus on the areas of office and industrial services and solutions.

Our Talent Based Outsourcing offering within our Manpower brand includes outcome-based solutions such as management of financial and administrative processes, including call center and customer service activities.

We provide services under our Experis brand, particularly in the areas of IT, Engineering, and Finance, that include high-impact solutions, and help accelerate organizations’

growth by attracting, assessing and placing candidates with specialized expertise to deliver in-demand skills for important positions.

We provide IT resourcing and services under our Experis brand.

Our experience and expertise allow us to accurately assess candidates’

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We plan to continue to build our Experis brand and attract the talent our clients need as skills shortages arise or continue.

Our Proservia offering within the Experis brand includes outcome-based solutions specializing in infrastructure management and end-user support.

Our Talent Solutions brand specializes in the delivery of customized workforce strategies and new solutions and creating added value that addresses our clients’

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revenue, we had 302 branch and 131 franchise offices as of December 31, 2022, as well as on-site locations at clients with significant permanent, temporary and contract recruitment requirements.

This includes business and personnel we added in connection with the ettain group acquisition in the fourth quarter of 2021.

In Other Americas, the largest operations of which include Mexico, Canada and Argentina, we had 143 branch offices and 7 franchise offices as of December 31, 2022.

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Our Manpower and Experis operations provide a variety of workforce solutions and services, including permanent, temporary and contract recruitment, assessment and selection, and training.

During 2021 in this segment, approximately 35% of temporary and contract recruitment revenues were derived from placing industrial staff, 21% from placing office staff, and 44% from placing professional and technical staff.

For our United States operations in 2021, approximately 41% of the temporary and contract recruitment revenues were derived from placing industrial staff, 13% from placing office staff, and 46% from placing professional and technical staff.

During 2022 in this segment, approximately 29% of permanent, temporary and contract recruitment revenues were derived from placing industrial staff, 17% from placing office staff, and 54% from placing professional and technical staff.

For our United States operations in 2022, approximately 31% of the permanent, temporary and contract recruitment revenues were derived from placing industrial staff, 11% from placing office staff, and 58% from placing professional and technical staff.

Our Talent Solutions operations provide a variety of workforce solutions offerings including RPO, MSP and Right Management.

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Our largest operations in this segment are in France (56% of the segment revenue) and Italy (20% of the segment revenue).

During 2021 for our Southern Europe operations, approximately 74% of temporary and contract recruitment revenues were derived from placing industrial staff, 14% from placing office staff, and 12% from placing professional and technical staff.

During 2022 for our Southern Europe operations, approximately 72% of permanent, temporary and contract recruitment revenues were derived from placing industrial staff, 14% from placing office staff, and 14% from placing professional and technical staff.

We conduct our operations in France as a leading workforce solutions and service provider through 606 branch offices as Manpower, Experis, including our Proservia brand, and Talent Solutions, and 166 branch offices under the name Supplay as of December 31, 2022.

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The temporary recruitment market is predominantly focused on recruitment for industrial positions.

In 2021, we derived approximately 85% of our temporary recruitment revenues in France from the supply of industrial and construction workers, 14% from the supply of office staff, and 1% from the supply of professional and technical staff.

In 2022, we derived approximately 84% of our permanent, temporary and contract recruitment revenues in France from placing industrial and construction workers, 15% from the placing of office staff, and 1% from the placing of professional and technical staff.

In Italy, we are a leading workforce solutions and services provider.

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It provides a comprehensive suite of workforce solutions and services offered through Manpower, Experis or Talent Solutions, including permanent, temporary and contract recruitment, assessment and selection, training and outsourcing.

In 2021, approximately 67% of our temporary and contract recruitment revenues in Italy were derived from placing industrial staff, 6% from placing office staff, including contact center staff, and 27% from placing professional and technical staff.

In 2022, approximately 66% of our permanent, temporary and contract recruitment revenues in Italy were derived from placing industrial staff, 5% from placing office staff, including contact center staff, and 29% from placing professional and technical staff.

Northern Europe

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Collectively, we operate through 332 branch offices in this region.

During 2021 for our Northern Europe operations, approximately 37% of temporary and contract recruitment revenues were derived from placing industrial staff, 24% from placing office staff, and 39% from placing professional and technical staff.

During 2022 for our Northern Europe operations, approximately 38% of permanent, temporary and contract recruitment revenues were derived from placing industrial staff, 22% from placing office staff, and 40% from placing professional and technical staff.

In the United Kingdom, where we have the largest operation in this segment, we are a leading provider of workforce solutions and services.

As of December 31, 2022, we conducted operations in the United Kingdom as Manpower, Experis and Talent Solutions through a network of 59 branch offices and also provided on-site services to clients who have significant permanent, temporary and contract recruitment requirements.

During 2021, approximately 27% of our United Kingdom operation’s temporary recruitment revenues were derived from the supply of industrial staff, 19% from the supply of office staff, and 54% from the supply of professional and technical staff.

During 2022 for our United Kingdom operations, approximately 22% of permanent, temporary, and contract recruitment revenues were derived from placing industrial staff, 38% from the placing of office staff, and 40% from the placing of professional and technical staff.

In the United Kingdom, we also conduct operations as Brook Street Bureau PLC, or Brook Street.

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Our APME operations provide a variety of workforce solutions and services offered through Manpower, Experis and Talent Solutions, including permanent, temporary and contract recruitment, assessment and selection, training and outsourcing.

During 2021, approximately 9% of our APME temporary and contract recruitment revenues were derived from placing industrial staff, 61% from placing office staff, and 30% from placing professional and technical staff.

On July 10, 2019, our joint venture in Greater China, ManpowerGroup Greater China Limited, became listed on the Main Board of the Stock Exchange of Hong Kong Limited through an initial public offering.

As a result, we deconsolidated the joint venture as of the listing date and account for our remaining 36.87% interest under the equity method of accounting.

(See Note 4 to the Consolidated Financial Statements found in Item 8.

“Financial Statements and Supplementary Data”

for further information.)

During 2022, approximately 8% of our APME permanent, temporary and contract recruitment revenues were derived from placing industrial staff, 56% from placing office staff, and 36% from placing professional and technical staff.

We compete in the employment services industry by offering a broad range of services, including permanent, temporary and contract recruitment, project-based workforce solutions, assessment and selection, training, career and talent management, managed service solutions, outsourcing, consulting and professional services.

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In addition to us, the largest publicly owned companies specializing in recruitment services are The Adecco Group and Randstad.

We also compete against a variety of regional or specialized companies such as Recruit Holdings, Kelly Services, Robert Half, Kforce, PageGroup, Korn/Ferry International and Alexander Mann.

We also compete against a variety of regional or specialized companies such as Recruit Holdings, Allegis Group, Kelly Services, Robert Half, Kforce, PageGroup, Korn/Ferry International and Alexander Mann.

It is a highly competitive industry, reflecting several trends in the global marketplace such as the increasing demand for skilled people, employers’

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and a strong client base.

While staffing is an important aspect of our business, our strategy is focused on providing both the skilled employees our clients need and high-value workforce management, outsourcing and consulting solutions.

Our client mix consists of both small- and medium-size businesses, and large national and multinational client relationships.

While staffing is an important aspect of our business, our strategy is focused on providing both the skilled employees our clients need and higher-value workforce management, outsourcing and consulting solutions.

Our client mix consists of both small- and medium-size businesses, and large national and multinational client relationships, which comprised approximately 60% of our revenues in 2022.

Client relationships with small- and medium-size businesses are based on a local or regional relationship, and tend to rely less on longer-term contracts, and the competitors for this business are primarily locally-owned businesses.

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In addition, a wide variety of ministerial requirements may be imposed, such as record keeping, written contracts and reporting.

The United States and Canada do not presently have any form of national registration or licensing requirement.

The United States, United Kingdom and Canada do not presently have any form of national registration or licensing requirement.

In addition to licensing or registration requirements, many countries impose substantive restrictions on the use of temporary and contract workers.

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We maintain a number of registered trademarks, trade names and service marks in the United States and various other countries and territories.

We believe that many of these marks and trade names, including ManpowerGroup ® , Manpower ® , Experis ® , Right Management ® , Brook Street ® , Proservia ® , Jefferson Wells ® , Supplay ® and MyPath ® have significant value and are materially important to our business.

We believe that many of these marks and trade names, including ManpowerGroup ® , Manpower ® , Experis ® , Right Management ® , Brook Street ® , Jefferson Wells ® , Supplay ® and MyPath ® have significant value and are materially important to our business.

In addition, we maintain other intangible property rights.

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We Are a Workforce Solutions and Human Capital Company.

Our purpose is to provide meaningful and sustainable jobs and is rooted in our values:

Human capital management is at the core of our business.

Our purpose is to provide meaningful and sustainable employment and is rooted in our values:

People, Knowledge and Innovation.

Our almost 30,000 employees, spanning 75 countries and territories, help improve the lives of nearly 600,000 workers daily by providing access to employment and opportunities to reskill or upskill.

These efforts support local economies and create economic opportunity for our associates.

We Are Focused on Reskilling and Upskilling Workers and Future Workers.

Through our partnerships with clients and nongovernmental organizations (e.g.

World Economic Forum, World Employment Confederation and Junior Achievement) and our own research and solutions, we are advancing the global discussion around the skills preparedness of today’s workers and the definition of required skills for the future.

Since 2016, through our Skills Revolution series, we have highlighted how technology and digitization would shift in-demand skills, exacerbate existing talent shortages, and require investments to reskill and upskill workers.

In response to these accelerating trends, we launched MyPath, our global associate upskilling program for our Manpower brand, with the intent of connecting our associates to opportunities that can advance their skills and meet employers’

Through this program, ManpowerGroup provides personalized guidance, career development, training and access to jobs especially in growth sectors including advanced manufacturing, information technology, supply chain and customer service.

MyPath has impacted 154,000 lives by the end of 2021, and MyPath associates now represent 25% of our associate talent pool in certified markets, across 11,000 clients and 12 countries.

As part of our plans to become creators of talent at scale, we are also innovating around skills development in Experis, through our investment in Experis Academy and tools such as Career Accelerator for our professional consultants.

Our goal is for more companies to turn to us for our expertise in finding, retaining and reskilling diverse talent to enable them to accelerate their digital transformation and execute their business strategies.

We Are Focused on Our Diversity, Our People and Our Culture.

Our 30,900 employees, spanning approximately 75 countries, help improve the lives of more than 500,000 workers daily by providing guidance, advice, assessments, coaching, upskilling, reskilling and pathways to long-term sustainable employment.

These efforts support local economies by increasing employability and opportunity for the millions of lives that we reach each year.

Through our ESG Plan, Working to Change the World, we work to address these challenges under our People & Prosperity pillar, with a focus on how we can become Creators of Talent at Scale and continue delivering on our purpose.

For more than 70 years, we have developed global insights on the issues and trends impacting organizations and individuals in today’s fast changing world of work.

Our own research and solutions, coupled with partnerships with clients and Non-Governmental Organizations (e.g.

World Economic Forum, World Employment Confederation, Junior Achievement, World Business Council on Sustainable Development), are helping us advance the global discussion around current topics.

These include the impact of digitization, shifting in-demand skills, exacerbating talent shortages, and the increased need for reskilling and upskilling.

Our most recent annual Talent Shortage Survey reported that 75% of companies cannot find the skilled workers they need –

the highest number in 16 years.

We Seek to Create Talent at Scale

Our Manpower MyPath program is designed to deliver targeted upskilling at speed and scale to our Manpower associates in order to accelerate their employability at higher wage levels, while also growing the pool of in-demand talent for our clients.

Through this program, Manpower recruiters provide personalized and data-driven guidance, development, training, and access to jobs especially in growth sectors including advanced manufacturing, information technology, supply chain and customer service.

MyPath has impacted over 200,000 lives through 2022, and MyPath associates now represent 38% of our associate talent pool, across nearly 13,000 clients and 15 markets.

We are also targeting the creation of IT talent through our Experis Academy.

This accelerated development program features custom-designed curricula to upskill people into specialized roles that can meet the demand for cloud, infrastructure, business transformation and digital workforces skills.

Paired with coaching and soft skills training, upon completion most Academy graduates receive a permanent job offer from our clients.

Through the end of 2022, we have graduated more than 1,700 developers while also bridging the skills gaps for more than 160 tech companies across 14 countries.

We Are Focused on Championing DEIB (Diversity, Equity, Inclusion, Belonging), Strengthening Our Culture and Developing Our People

Our Global Footprint

We have a global footprint, though our teams are managed locally:

30% of our people are in the Americas, 31% in Southern Europe, 22% in Northern Europe and 17% in Asia Pacific/Middle East.

Collectively, we are focused on advancing diversity, developing our people and assessing our culture to enhance our competitiveness in the marketplace and the workplace.

Advancing Diversity

Our focus on diversity encompasses four goals:

Championing DEIB

We believe that all people deserve to feel safe, respected and able to thrive in the workplace.

Our focus on DEIB encompasses four goals:

(1) globally, support gender diversity at leadership levels;

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We believe that diversity starts at the top.

We are proud that our Board of Directors has exceeded 30% gender diversity for nearly 10 years, is 17% racially diverse and 33% non-US born.

Our Board of Directors has exceeded 30% gender diversity for more than 10 years, is 17% racially diverse and 42% non-US born.

Our Executive Leadership Team, which reports directly to the CEO, is 27% women, 36% racially diverse and 72% non-US born.

Our Global Leadership Team, the top 95 leaders in the company, is 33% women.

For several of our large markets, including the United States, the second diversity dimension is race and ethnicity.

Building upon our Courageous Conversations progress in 2020, more than 200 leaders in our North America team completed our INCLUDE training which was developed by our Business Resource Groups with the support and expertise of our Right Management team during 2021.

INCLUDE helps leaders to remove barriers to inclusion in the workplace by helping them to (1) value the unique identity of others, (2) create psychological safety and (3) enable belonging.

Additionally, our North American team achieved our current leadership goal of 40% gender diversity ahead of goal by more than one year.

This inspired us to expand our goal to 50% gender diversity at the global level by 2025.

Our gender parity goal is 50% at the global leadership level by 2025.

Gender diversity is our primary DEIB goal across all markets;

in addition, our 17 largest markets have also established secondary diversity targets.

These have been developed to reflect socio-economic challenges, cultural references and data privacy requirements specific to each of these countries.

Examples include:

First Nations representation in Australia, people with disabilities in Japan, young people in Mexico, LGBTQ+ in the Netherlands, age diversity in Spain, and racial and ethnic diversity in the US.

Championing DEIB in our workplaces also means that we prioritize people’s health and wellbeing and have committed to flexible work models across the globe to attract, engage and retain our people.

In a number of markets, we have launched initiatives and trained our managers to promote greater awareness of mental wellbeing.

Developing our People

We believe that our future success is contingent upon the development of our next generation of leaders.

We believe our success in creating value for individuals and organizations around the world will depend on our ability to leverage the potential of our own people.

We are investing in our people to support both our strategic ambitions and their personal goals.

In 2021, we continued the expansion and revamping of our leadership development programs, even while the challenges of the pandemic continued.

These advancements and investments are intended to develop the capabilities of our leaders at a time when leadership is increasingly complex.

Our learning and development programming now includes segments extending to Accelerated Leadership, Strategic Leadership and our Future Leaders high-potential program as well as continued development of our current leaders.

On completion of our leadership programs, the majority of participants make positive career moves –

60% after one year and 68% within two years.

In 2021, we also increased our focus on learning through investment in the development of our Sales Academies and our Talent Agent program, training more than 3,700 recruiters and over 2,000 salespeople, while curating new online micro-courses for all employees.

Evolving our Culture

Through our listening strategy, we are committed to hearing the voice of our people more than ever.

We continue to track engagement and leadership effectiveness through our ManpowerGroup Annual People Survey (MAPS) and have seen year over year improvements in both response and overall favorability ratings.

In 2021, we launched our Culture Matters initiative.

In this initiative, we are focused on corporate culture as an enabler of our strategy.

We believe that further enhancing our employees’

engagement will enhance our business performance, will enable us to achieve strategic growth, and will benefit the communities in which we operate.

As part of this initiative, we have reaffirmed our core values of People, Knowledge and Innovation, which we believe are important to our workforce.

We continue to commit to our PeopleFirst approach, which we believe has been a distinguishing feature of our company since its founding.

In 2022, we continued to broaden and deepen our investment through our Leadership Development Programs, incorporating the 3 E’s of our development philosophy:

Education, Exposure and Experience.

The Future Leader Program (FLP) supports people in transition from individual contributor roles to first-time managers.

The Accelerated Leadership Program (XLP) advances leaders into more senior roles.

The Strategic Leadership Program (SLP) supports leaders who have the potential to attain the most senior roles.

Upon completion of these programs, the majority of our people have made positive leadership career moves.

In 2022, we also increased our focus on learning through investment in the development of our Sales Academy, our Talent Agent program and our internal Experis Talent Academy while curating new online micro-courses for all employees.

Strengthening our Culture

Listening to our people is key to supporting an inclusive and resilient culture.

Through annual and regular pulse surveys we can understand employee sentiment around various items from the effectiveness of our people and culture strategy, to leadership, ethics and values and development opportunities.

After launching our Culture Matters initiative in 2021, we continued our commitment to strengthening our employee engagement during 2022.

Over the last two years, thousands of employees across 30 countries have completed more than 28,000 “sprints”

and “drills”, experimenting with new cultural behaviors to begin building them into daily routines.

We believe these efforts have enhanced employee engagement, as reflected in our ManpowerGroup Annual People Survey (MAPS) results.

This survey, which had an 81% response rate in 2022, gives voice to our employees worldwide to share opinions, feedback, and opportunities for improvement.

We have analyzed the results to identify actions we can take to strengthen our culture at the global and local levels.

Ri sk Factors

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, (each a "forward-looking statement").

Statements made in this report that are not statements of historical fact are forward-looking statements.

In addition, from time to time, we and our representatives may make statements that are forward-looking.

All forward-looking statements involve risks and uncertainties.

This section provides you with cautionary statements identifying, for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, important factors that could cause our actual results to differ materially from those contained in forward-looking statements made in this report or otherwise made by us or on our behalf.

Forward-looking statements are based on management’s current assumptions and expectations and are subject to risks and uncertainties that are beyond our control.

This section provides you with cautionary statements identifying, for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, important factors that could materially adversely affect our business, operational and financial results and cash flows.

In addition, these factors could cause our actual results to differ materially from those contained in forward-looking statements made in this report or otherwise made by us or on our behalf.

You can identify these forward-looking statements by forward-looking words such as “expect”, “anticipate”, “intend”, “plan”, “may”, “will”, “believe”, “seek”, “estimate”, and similar expressions.

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We undertake no obligation to update any forward-looking statements to reflect subsequent events or circumstances.

The following are some of the factors that could cause actual results to differ materially from estimates contained in our forward-looking statements:

Risks Related to COVID-19 Pandemic

impact of the coronavirus pandemic on our business and financial results may be difficult to predict.

The following are some of the factors that could materially adversely affect our business, operational and financial results and cash flows or cause actual results to differ materially from estimates contained in our forward-looking statements.

Risks in this section are grouped in the following categories:

(1) Company and Operational Risks;

(2) Strategic Risks;

(3) Financial and Market Risks;

and (4) Regulatory and Legal Risks.

Many risks affect more than one category, and the risks are not in order of significance or probability of occurrence because they have been grouped by categories.

Company and Operational Risks

Volatile, negative or uncertain economic conditions;

any economic recovery may be short-lived and uneven, and may not result in increased demand for our services;

inability to timely respond to the needs of our clients;

Inability to timely operate our business or respond to the needs of our clients;

Competition in the worldwide employment services industry limiting our ability to maintain or increase market share or profitability;

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Our ability to preserve our reputation in the marketplace;

changes in client attitudes toward the use of our services;

Changes in client attitudes toward the use of our services or our industry;

Limited ability to protect our thought leadership and other intellectual property.

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Failure to keep pace with technological change and marketplace demand in the development and implementation of our services and solutions;

failure to implement strategic technology investments;

Our ESG strategy exposes us to business risks;

Costs or disruptions resulting from acquisitions we complete;

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Foreign currency fluctuations;

inability to meet our working capital needs;

Inability to meet our liquidity or working capital needs;

Inability to maintain effective internal controls;

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Challenges meeting contractual obligations if we or third parties fail to deliver on performance commitments;

failure to comply with the legal regulations in places we do business or the regulatory prohibition or restriction of employment services or the imposition of additional licensing or tax requirements;

Legal regulations in places we do business or the regulatory prohibition or restriction of employment services or the imposition of additional licensing or tax requirements;

Failure to comply with anti-corruption and bribery laws;

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Provisions under Wisconsin law and our articles of incorporation and bylaws could make the takeover of our Company more difficult;

the risk factors disclosed below;

other factors that may be disclosed from time to time in our SEC filings or otherwise.

Other factors that may be disclosed below or from time to time in our SEC filings or otherwise.

Some or all of these factors may be beyond our control.

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Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also could materially adversely affect our business, financial condition, results of operations or stock price.

Risks Related to COVID-19 Pandemic

Our business, results of operations and financial condition have been adversely impacted by the coronavirus pandemic.

The extent to which we will continue to be adversely impacted could be material and difficult to predict.

The coronavirus pandemic (“COVID-19”) and the actions taken by businesses, including our clients, as well as by governments and individuals in response to COVID-19 have adversely impacted our business, operations and financials result.

We expect that our business, operations and financial results will continue to be adversely impacted by COVID-19.

We cannot predict the extent or nature of these effects, which are dependent on numerous factors that are continuing to evolve.

These include:

the emergence of the highly-transmissible Omicron variant;

the potential that Omicron or new variants will result in additional outbreaks that could be severe;

the availability and effectiveness of vaccines and booster shot protocols and the willingness of individuals to become and remain fully vaccinated;

the development and effectiveness of treatments for COVID-19;

the actions or inactions of governments in response to COVID-19 and the effectiveness of the policies they adopt, which may continue to include declared states of emergency and quarantine, and “shelter in place”

or similar lockdown orders;

the effect COVID-19 will have on our clients and their demand for our services, including full or partial closure of client facilities;

and a decline in our productivity and our ability to provide our services to our clients if COVID-19 outbreaks continue to result in some workers being unable or unwilling to perform their jobs because of illness, positive test results, fear of infection, family responsibilities or for other reasons.

In addition, COVID-19, and the related transition to remote work for many of our employees at the onset of the pandemic, has resulted in a significant change in their work and social environment.

There is a risk that this, as well as other sources of disruption or stress, including those related to individual financial and family situations, may adversely affect our employees’

productivity, engagement, retention and personal well-being.

We cannot accurately predict the ultimate effects of COVID-19 on our business, operations and financial results, which may be material.

Any of the effects resulting from COVID-19 could also cause, contribute to or magnify the other risks and uncertainties described below.

Company and Operational Risks

Our results of operations have been and may in the future be materially adversely affected by volatile, negative, or uncertain economic conditions.

Our results of operations have been and may in the future be materially adversely affected by volatile, negative, or uncertain economic conditions, including the risk of recession.

Our business is sensitive to changes in global macroeconomic conditions.

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Such conditions have and may continue to cause our clients to reduce or defer their spending on new projects that require our solutions which could decrease demand for our various staffing services.

While we experienced some recovery from COVID-19 related economic declines in many of our markets in 2021, the economic impact of COVID-19 continues to be uncertain and unpredictable, and there can be no assurances when and whether growth rates would return to pre-pandemic levels.

If growth is slow, as a result of the pandemic or otherwise, or if it contracts for an extended period of time, this could have a material adverse effect on our business and results of operations.

For example, the future economic impact of COVID-19 continues to be uncertain and unpredictable and global economic conditions, as well as our business, could be affected by the emergence of new variants, the effectiveness of vaccines and treatments, and governmental or individual actions in response to new COVID-19 developments.

If our business growth is slow, or if it contracts for an extended period of time, this could have a material adverse effect on our business and results of operations.

Our profitability is sensitive to decreases in demand.

Based on current macroeconomic conditions, there is a significant risk that our most important markets will experience a recession, which would likely be accompanied by a decline in demand for our services.

When demand drops or remains low, our operating profit is impacted unfavorably as we experience a deleveraging of our selling and administrative expense base as expenses do not decline as quickly as revenues.

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Additionally, some clients may slow the rate at which they pay us, or become unable to pay their obligations and our cash flow and profitability may suffer.

Economic conditions in the countries and territories where we do business may be affected by recent or emerging events, such as the rise of populism, political volatility, civil violence and unrest, election results or other changes in ruling parties or governmental leadership, trade disputes, protectionism or changes in global trade policies, the global refugee crisis, social justice movements, COVID-19 and other global health crises, changes in immigration policy, the impact of supply chain challenges on our clients, changes in employment policy, rising interest rates, inflation, the impact of terrorist activity, or by other political or economic developments.

Economic conditions in the countries and territories where we do business may be affected by recent or emerging events, such as the rise of populism, political volatility, civil violence and unrest, election results or other changes in ruling parties or governmental leadership, trade disputes, protectionism or changes in global trade policies, the global refugee crisis, social justice movements, energy shortages or instability in the global energy market, COVID-19 and other global health crises, changes in immigration policy, the impact of supply chain challenges on our clients, changes in employment policy, rising interest rates, inflation, the impact of terrorist activity, or by other political or economic developments.

In addition, there is a risk the current inflationary environment could have an impact on the countries and territories where we do business.

We are particularly susceptible to changes in demand patterns and economic conditions in Europe, which represents two of our operating segments and 64% of our revenue.

There is a risk that economic conditions in European markets may continue to be negatively impacted by events in recent years which, in addition to COVID-19, have included labor unrest, civil protest, heightened trade tensions, and uncertainty around the impacts of the exit of the United Kingdom from the European Union.

Any of these events or trends could have a material adverse effect on our business and operating results.

There is a risk that economic conditions in European markets may continue to be negatively impacted by geopolitical events which, in recent years, have included labor unrest, civil protest, heightened trade tensions, refugee crises and, since early 2022, the Russia-Ukraine war.

Numerous countries have instituted sanctions and other penalties against Russia.

The measures that have been taken, and could be taken in the future, by the U.S., European Union, and others could result in retaliatory action by the Russian government, leading to an escalation and/or expansion in the scope of this conflict.

The consequences of this are difficult to predict but may result in further sanctions, regional or global instability, and geopolitical shifts, heightened cybersecurity threats, further disruptions in the global supply chain, volatility in foreign exchange rates, and inflationary pressures.

In addition, the conflict may cause energy shortages, price increases, or other instability in the global energy market, particularly in Europe where our business may be especially vulnerable to these conditions.

For example, during 2022 our operations in France had an outsized exposure to the Russia-Ukraine war due to the impact of supply chain constraints on demand for our services in certain sectors, primarily automotive and construction, and to a lesser degree, logistics.

Any of these events or trends could have a material adverse effect on our business and operating results, particularly our European operations.

There is a risk that even when overall global economic conditions are positive, we could experience declines in all, or in portions, of our business.

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When it is difficult for us to accurately forecast future demand, we may not be able to determine the optimal level of personnel and office investments necessary to profitably operate our business or take advantage of growth opportunities.

We may lack the speed and agility to respond to the needs of our clients.

We may lack the speed, agility, and resiliency to effectively operate our business and respond to the needs of our clients.

There is a risk we may not be able to respond with sufficient speed and agility to the needs of our diverse clients, which span all industries and whose needs may change rapidly as their businesses and industries evolve.

The size and breadth of our organization, comprising approximately 30,000 employees based out of over 2,200 offices in 75 countries and territories, may make it difficult for us to effectively manage our resources, to maintain our corporate culture throughout the organization, to drive service improvements and to provide coordinated solutions to our clients who require our services in multiple locations.

The size and breadth of our organization, comprising approximately 30,900 employees based out of over 2,200 offices in approximately 75 countries and territories, may make it difficult for us to effectively manage our resources, to maintain our corporate culture throughout the organization, to drive service improvements and to provide coordinated solutions to our clients who require our services in multiple locations.

For example, client demands for uniform service across borders may be difficult to satisfy because of variation in local laws and customs.

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If we are not effective at anticipating or meeting the widely ranging needs of our current and prospective clients, or our competitors are more agile or effective at doing so, our business and financial results could be materially adversely affected.

The worldwide employment services industry is highly competitive with limited barriers to entry, which could limit our ability to maintain or increase our market share or profitability.

The worldwide employment services industry is highly competitive with limited barriers to entry, and in recent years has undergone significant consolidation.

Our ability to perform at speed, and to meet client expectations, may also be adversely affected by limitations in our own information systems and those of our third-party vendors.

We are increasingly dependent on these systems, which are subject to damage or interruption from multiple causes, including power outages, facility damage, computer and telecommunications failures, vandalism, malware, hacking and other malicious acts, catastrophic events and human error.

If our information systems are damaged, fail to work properly, or otherwise become unavailable, we may incur substantial costs to repair or replace them, and may experience reputational damage, loss of critical information, customer disruption, and interruptions or delays in our ability to perform essential functions and implement new and innovative services.

The worldwide employment services industry is highly competitive with limited barriers to entry in many markets, which could limit our ability to maintain or increase our market share or profitability.

The worldwide employment services industry is highly competitive with limited barriers to entry in many markets, and in recent years has undergone significant consolidation.

We compete in markets throughout the world with full-service and specialized employment services agencies.

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Any such future events, such as unauthorized access or fraudulent activity with our third parties could have a material adverse effect on our business and financial results.

As a result of the COVID-19 pandemic, more of our employees are working from their homes or other remote locations than at any other time in our history.

This transition, which occurred quickly beginning in March 2020, makes it more difficult for us to monitor their activities, the security of their work locations, insider threats, and data exfiltration.

Since the beginning of the pandemic, more of our employees are working from their homes or other remote locations which makes it more difficult for us to monitor their activities, the security of their work locations, insider threats, and data exfiltration.

This has increased the risk of security incidents, which could include unauthorized access to, disclosure of, or loss of personal and/or confidential data, as well as other types of fraudulent activity.

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We have outsourced aspects of our business, which could result in disruption, increased costs, and reputational risk.

We have increasingly outsourced important processes of our business to third party vendors, which exposes us to other risks, including increased costs, supply chain interruptions, potential disruptions to our business operations, and reputational risk.

We have increasingly outsourced, and may further outsource, important processes of our business to third party vendors, which exposes us to other risks, including increased costs, supply chain interruptions, potential disruptions to our business operations, and reputational risk.

For example, we rely on third parties to host, manage and secure certain aspects of our data center information and technology infrastructure, to develop and maintain new technology for attracting, onboarding, managing, and analyzing our workforce, and to provide important back-office support.

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implementation of security measures, our systems remain susceptible to system failures, computer viruses, natural disasters, unauthorized access, cyberattacks and other similar incidents, any of which could result in disruptions to our operations.

A successful breach of the security of our technology systems could result in the theft of confidential, personally identifiable, or other sensitive data, including data about our employees and/or associates, or our human resources operations, any of which could damage our reputation in the market.

Our vendors have experienced data losses in the past, and we can expect such data incidents will occur in the future.

A successful breach of the security of our technology systems, or those of our vendors, could result in the theft of confidential, personally identifiable, or other sensitive data, including data about our employees and/or associates, or our human resources operations, any of which could damage our reputation in the market.

If we are not able to realize the savings associated with outsourcing services or if there is a disruption or security breach of our outsourced services that results in a loss or damage to our data, or in an inappropriate disclosure of confidential, personally identifiable, or sensitive data, our business and financial results could be materially adversely affected.

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staffing needs.

Our business depends on our ability to attract and retain qualified associates who possess the skills and experience necessary to meet the requirements of our clients.

In many markets, we have been experiencing an unusually tight labor market, with historically low levels of unemployment, and there is a risk that we may be unable to meet our clients’

Our business depends on our ability to attract and retain qualified associates who meet the requirements of our clients and possess skill sets and experience that match client needs.

In many markets, we have recently experienced an unusually tight labor market, with historically low levels of unemployment, and there is a risk that we may be unable to meet our clients’

requirements in identifying an adequate number of associates.

These labor shortages have been exacerbated by the COVID-19 pandemic, which has led to large numbers of employees and potential employees leaving the labor market due to burn-out, resignation, early retirement, immigration challenges, workplace safety concerns, vaccine mandates, and childcare responsibilities.

These labor shortages have been exacerbated by employees and potential employees leaving the labor market due to burn-out, resignation, early retirement, immigration challenges, workplace safety concerns, vaccine mandates, and childcare responsibilities.

Workers have also impacted the labor market through increasing demands for change in employment conditions, such as demands for higher wages, remote work, and additional flexibility in work schedule.

We must continually evaluate and upgrade our base of available qualified personnel through recruiting and training programs to keep pace with changing client needs and emerging technologies.

This is especially acute for individuals with IT and other technology skills, as competition for such individuals with proven professional skills is intense, and we expect demand for such individuals to remain very strong for the foreseeable future.

Qualified personnel may not be available to us in sufficient numbers and on terms of employment acceptable to us.

Additionally, our clients may look to us for assistance in identifying and integrating into their organizations workers from diverse backgrounds, and who may represent different generations, geographical regions, and skillsets.

This is especially acute for individuals with critical IT capabilities and other technology skills that are in high demand by many companies, as competition for such individuals with proven professional skills is intense, and we expect demand for such individuals to remain very strong for the foreseeable future.

Qualified personnel with relevant skills may not be available to us in sufficient numbers and on terms of employment acceptable to us.

Additionally, our clients may look to us for assistance in identifying and integrating into their organizations’

workers from diverse backgrounds, and who may represent different generations, geographical regions, and skillsets.

These needs may change due to business requirements, or in response to geopolitical and societal trends.

There is a risk that we may not be able to identify workers with the required attributes, or that our training programs may not succeed in developing effective or adequate skills.

There is a risk that we may not be able to identify workers with skills that match client demand, or that our training programs may not succeed in developing effective or adequate skills.

If we fail to recruit, train and retain qualified associates who meet the needs of our clients, our reputation, business and financial results could be materially adversely affected.

Our global operations subject us to certain risks beyond our control.

With operations in 75 countries and territories around the world, we are subject to numerous risks outside of our control, including risks arising from political unrest and other political events, regional and international hostilities and international responses to these hostilities, strikes and other worker unrest, natural disasters, the impact of global climate change, acts of war, terrorism, international conflict, severe weather conditions, pandemics, including COVID-19, and other global health emergencies, disruptions of infrastructure and utilities, cyberattacks, and other events beyond our control.

With operations in approximately 75 countries and territories around the world, we are subject to numerous risks outside of our control, including risks arising from political unrest and other political events, regional and international hostilities and international responses to these hostilities, strikes and other worker unrest, natural disasters, the impact of global climate change, acts of war, terrorism, international conflict, severe weather conditions, pandemics, including COVID-19, and other global health emergencies, disruptions of infrastructure and utilities including energy, cyberattacks, and other events beyond our control.

Although it is not possible to predict such events or their consequences, these events could materially adversely affect our reputation, business and financial results.

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Damage to our reputation could also reduce the value and effectiveness of the ManpowerGroup name and our other brand names, and could reduce investor confidence in us, materially adversely affecting our share price.

For example, our brand and reputation could be associated with our position (either public commitment or silence) regarding various corporate environmental, social and governance (ESG) initiatives, including our goals for sustainability, diversity, equity, and inclusion.

Our positions and disclosures on these matters, or failure to achieve our commitments, could harm our reputation and adversely affect our relationship with certain groups of current or potential clients and employees.

Reputation concerns could cause us to examine our relationships with certain clients and vendors, and choose not to conduct business with certain partners, which could negatively affect our performance or operational efficiency.

Changes in sentiment toward the staffing industry could affect the marketplace for our services.

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Our success depends on our ability to keep pace with rapid technological changes in the development and implementation of our services and solutions.

For example, rapid changes in the use of artificial intelligence and robotics are having a significant impact on some of the industries we serve and could have significant and unforeseen consequences for the workforce services industry and for our business.

For example, rapid changes and regulatory restrictions on the use of artificial intelligence, machine learning and robotics are having a significant impact on some of the industries we serve and could have significant and unforeseen consequences for the workforce services industry and for our business.

There is a risk that these, or other developments, could result in significant rapid disruption to our business model, and that we will be unprepared to compete effectively.

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These and similar risks could have a negative effect on our services and solutions, our results of operations, and our ability to develop and maintain a competitive advantage in the marketplace.

Our environmental, social, and governance (ESG) commitments and disclosures may expose us to risks and legal liability.

Our business could be impacted in several ways by our corporate environmental, social and governance (ESG) initiatives, including our goals for sustainability, diversity, equity, and inclusion.

Our positions and disclosures on these matters, or failure to achieve our commitments, could harm our reputation or brand image.

For example, we have made various commitments regarding the future reduction of our greenhouse gas emissions, and there is a risk we will be unsuccessful in making progress toward our goals or ultimately meeting them, which could have adverse reputational impacts.

Reputational concerns could also cause us to examine our relationships with certain clients and vendors, and choose not to conduct business with certain partners, which could negatively affect our performance or operational efficiency.

Positions we take, or do not take, on politically sensitive social issues or other ESG matters may be unpopular with certain existing or potential clients and employees, which may impact our ability to attract and retain those clients and employees.

We may experience increased compliance burdens and costs in order to implement our initiatives, including those costs associated with any new legal or regulatory requirements, or voluntary standards and commitments, designed to mitigate climate change or address human capital management concerns.

Our ability to achieve our ESG commitments may be subject to numerous external factors outside of our control, including:

(1) the availability and cost of low-carbon energy sources;

(2) evolving regulatory requirements affecting ESG standards or disclosures;

(3) the availability of vendors and other business partners that can meet our sustainability, diversity, and other standards;

and (4) our ability to recruit, develop, and retain diverse talent.

Standard methodologies and frameworks, as well as our processes and controls, for measuring and reporting ESG matters across our operations are continuously evolving, including ESG-related disclosures that may be required by the SEC, European and other regulators;

and such changing standards could result in significant revisions to our current goals, reported progress in achieving such goals, or our ability to achieve such goals in the future.

Our acquisition strategy may be unsuccessful and may introduce unexpected costs.

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These risks could have a material adverse effect on our business because they may result in substantial costs to us and disrupt our business.

The integration of prior acquisitions, including ettain group, as well as entry into future acquisition transactions, could materially adversely affect our business, financial condition, results of operations and liquidity.

The integration of prior acquisitions, as well as entry into future acquisition transactions, could materially adversely affect our business, financial condition, results of operations and liquidity.

We could also incur impairment losses on goodwill and intangible assets with an indefinite life or restructuring charges as a result of acquisitions we make.

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Occasionally, we dispose of parts of our operations in order to optimize our global strategic and geographic footprint and synergies.

We have engaged in such dispositions in the past, including our recent disposition of Russia in 2022, and we expect that we will continue to dispose of portions of our business that are not meeting our performance or strategic objectives.

We have engaged in such dispositions in the past, including our dispositions of our businesses in Russia in January 2022, and in Hungary in December 2022, and we expect that we will continue to dispose of portions of our business that are not meeting our performance or strategic objectives.

Among other alternatives, this could take the form of a closure of a business, the contribution of the business to a joint venture, or an exit by means of a sale to, or a franchise arrangement with, a third party.

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We seek to mitigate our exposure to foreign currency fluctuations by utilizing net investment hedges and, from time to time, foreign currency forward exchange contracts and cross-currency swaps.

A portion of our Euro-denominated notes has been designated as a hedge of our net investment in subsidiaries with a Euro-functional currency as of December 31, 2021, to mitigate our Euro currency translation exposure.

Our Euro-denominated notes are designated as a hedge of our net investment in subsidiaries with a Euro-functional currency as of December 31, 2022, to mitigate our Euro currency translation exposure.

The effectiveness of this hedge in part depends on our ability to accurately forecast future cash flows, which is particularly difficult during periods of uncertain or uneven demand for our services and highly volatile exchange rates.

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The overall tax environment has made it increasingly challenging for multinational corporations to operate with certainty about taxation in many jurisdictions.

For example, the Organization for Economic Co-operation and Development (“OECD”), which represents a coalition of member countries, recently released the so-called Pillar One and Pillar Two proposals which includes a global minimum tax mechanism.

It is not yet known when or how these proposals may be implemented.

The United States was also considering significant corporate tax changes in the proposed Build Back Better legislation, and it is unclear whether these tax law changes will be adopted in future legislation.

These possible changes in tax laws, treaties or regulations, or their interpretation or enforcement, could have an adverse impact on our current or future tax positions.

For example, the Organization for Economic Co-operation and Development (“OECD”), which represents a coalition of member countries, recently agreed to enact Pillar Two, which introduces a global minimum effective tax rate whereby certain multinational groups are subject to a 15% minimum tax on income derived in low-tax jurisdictions.

These rules are to become effective beginning in 2024.

In the United States, various proposals to raise corporate income taxes are periodically considered including the recently enacted Inflation Reduction Act, which introduced a 15% Corporate Alternative Minimum Tax beginning in 2023.

These proposed and enacted changes in tax laws, treaties or regulations, or their interpretation or enforcement, could have a material adverse impact on our current or future tax positions.

The price of our common stock may fluctuate significantly, which may result in losses for investors.

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ability to meet our clients’

requirements and schedules.

If we or our partners fail to deliver services on time and in accordance with contractual performance obligations, including as a result of delivery challenges arising from the COVID-19 pandemic, then our ability to successfully complete our contracts may be affected, which may have a material and adverse impact on our client relations, revenues and profitability.

delivery requirements and schedules.

If we or our partners fail to deliver services on time and in accordance with contractual performance obligations, then our ability to successfully complete our contracts may be affected, which may have a material and adverse impact on our client relations, revenues and profitability.

Additionally, we may incur liability for the actions or omissions of our partners, subcontractors or vendors and we may face challenges or be unable to enforce these obligations against those partners.

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regulate the period of time for which we may or may not employ our workers, including maximum term limits or minimum time requirements for associates on assignment at our clients;

adopt COVID-19 regulations that impact our business;

adopt new COVID-19 regulations that impact our business;

require us to obtain additional licensing to provide employment services;

increase taxes, such as sales or value-added taxes.

Other types of future regulation may have a material adverse effect on our business and financial results by making it more difficult or expensive for us to continue to provide employment services, particularly if we cannot pass along increases in costs to our clients.

Other types of future regulation may have a material adverse effect on our business and financial results by making it more difficult or expensive for us to continue to cost-effectively provide employment services, particularly if we cannot pass along increases in costs to our clients.

Failure to comply with antibribery and corruption laws could materially adversely affect our business.

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claims that asserted deficiencies in our payroll practices, and we are often sued by plaintiffs in various other employment-related matters, including those seeking class action status in the US.

It is likely we will continue to experience similar claims in the future, which may increase in number as a result of remote working assignments during the COVID-19 pandemic as well as increasing employment regulation at the state and local level.

It is likely we will continue to experience similar claims in the future, which may increase in number as a result of remote working assignments as well as increasing employment regulation at the state and local level.

We cannot be certain our insurance will be sufficient in amount or scope to cover all claims that may be asserted against us.

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We are subject to antitrust and competition law in the United States, the European Union, and many other regions in which we operate.

Some of our business models may carry a heightened risk of regulatory inquiry under relevant

competition laws.

Some of our business models may carry a heightened risk of regulatory inquiry under relevant competition laws.

Although we have put in place safeguards designed to maintain compliance with applicable competition laws, there can be no assurance these protections will be adequate.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business