What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-02-17 compared with 2022-02-18 · 457 added, 548 removed, 1358 unchanged (43% of the section changed)

8 unchanged sentences

In August 2021, the Board of Directors authorized the repurchase of 4.0 million shares of our common stock.

This authorization is in addition to the August 2019 Board authorizations to repurchase 6.0 million shares of our common stock.

We conduct share repurchases from time to time through a variety of methods, including open market purchases, block transactions, privately negotiated transactions or similar facilities.

The following table shows the total number of shares repurchased during the fourth quarter of 2022.

As of December 31, 2021, there were 4.0 million and 1.9 million shares remaining authorized for repurchase under the 2021 authorization and 2019 authorization, respectively.

As of December 31, 2022, there were 2.0 million shares remaining authorized for repurchase under the 2021 authorization.

Total number of

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Performance Graph

Set forth below is a graph for the periods ending December 31, 2016-2021 comparing the cumulative total shareholder return on our common stock with the cumulative total return of companies in the Standard & Poor’s 400 Midcap Stock Index and the Standard & Poor’s Supercomposite Human Resources and Employment Services Index.

We are included in the Standard & Poor’s Supercomposite Human Resources and Employment Services Index and we estimate that we constituted approximately 15% of the total market capitalization of the companies included in the index.

The graph assumes a $100 investment on December 31, 2016 in our common stock, the Standard & Poor’s 400 Midcap Stock Index and the Standard & Poor’s Supercomposite Human Resources and Employment Services Index and assumes the reinvestment of all dividends.

Set forth below is a graph for the periods ending December 31, 2017-2022 comparing the cumulative total shareholder return on our common stock with the cumulative total return of companies in the Standard & Poor’s 400 Midcap Stock Index and the Standard & Poor’s 1500 Human Resources and Employment Services Sub-Industry Index.

We are included in the Standard & Poor’s 1500 Human Resources and Employment Services Sub-Industry Index and we estimate that we constituted approximately 13% of the total market capitalization of the companies included in the index.

The graph assumes a $100 investment on December 31, 2017 in our common stock, the Standard & Poor’s 400 Midcap Stock Index and the Standard & Poor’s 1500 Human Resources and Employment Services Sub-Industry Index and assumes the reinvestment of all dividends.

ManpowerGroup

S&P 400 Midcap Stock Index

S&P Supercomposite Human Resources and Employment Services Index

S&P 1500 Human Resources and Employment Services Sub-Industry Index

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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These Non-GAAP financial measures are not measurements of financial performance under GAAP, and should not be considered as alternatives to measures presented in accordance with GAAP.

Constant currency and organic constant currency percent variances, along with a reconciliation of these amounts to certain of our reported results, see the Financial Measures section found in Item 7.

Constant currency and organic constant currency percent variances, along with a reconciliation of these amounts to certain of our reported results, are included in the Financial Measures section found in Item 7.

"Management's Discussion and Analysis of Financial Condition and Results of Operations."

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For a discussion of 2021 results compared to 2020, see the company’s Annual Report on Form 10-K for the year ended December 31, 2021 .

During 2021, we experienced recovery in the majority of our markets as we anniversaried the COVID-19 related declines in our results that occurred in 2020.

Revenues increased 15.1% in 2021 compared to 2020.

Our 2021 results reflected the global economic recovery with strong hiring demand from our clients due to vaccine rollouts throughout the year and the easing of pandemic-related restrictions in many countries resulting in increased demand for our services in most of our key markets.

However, this recovery we experienced was not uniform, with some markets, particularly in Europe, continuing to experience COVID-19 related challenges.

These challenges included the imposition of additional or extended lockdowns or other restrictions, mostly occurring during the first and second quarters, which impaired the rate of recovery.

During the second half of 2021, we experienced a slowing rate of recovery, particularly in Europe, that was not only impacted by COVID-19 related challenges but also included additional challenges that impacted client demand for our services.

These additional challenges included supply chain issues as well as labor shortages.

We believe certain parts of the workforce did not return to the labor market in many industries and markets over concerns about the COVID-19 Delta and Omicron variants.

Although we experienced strengthening demand across most geographies and industries during 2021 compared to 2020, uncertainty remains as to the future impact of the pandemic on global and local economies.

See Part 1, Item 1A, of this Annual Report on Form 10-K for an additional discussion of risks related to COVID-19.

In addition to the impact from COVID-19 discussed above, results for the year were impacted by currency.

During 2021, the United States dollar was weaker, on average, relative to the currencies in our European markets, which therefore had a favorable impact on our reported results.

The changes in the foreign currency exchange rates had a 3.0% favorable impact on revenues from services and an approximately $0.17 per share favorable impact on net earnings per share –

During 2022, revenues decreased -4.3% in 2022 compared to 2021.

Our 2022 results reflected the negative impact of foreign currency translation, partially offset by increased demand for our services in most of our key markets.

However, we also believe that downside risks to the global economic outlook have increased significantly in Europe and North America.

This economic risk is particularly high in Europe, driven by elevated inflation, rising energy prices, the Russia-Ukraine war and higher interest rates.

Within Europe, Germany's industrial economy is especially sensitive to increases in energy costs, which could impact other countries given the importance of the German economy.

Our France operation has 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.

As Europe represents a significant portion of our operations, we continue to monitor economic conditions in our Southern Europe and Northern Europe regions.

During 2022, the United States dollar was stronger, on average, relative to the currencies in our European markets, which therefore had an unfavorable impact on our reported results.

The changes in the foreign currency exchange rates had a -9.2% unfavorable impact on revenues from services and an approximately $0.88 per share unfavorable impact on net earnings per share –

diluted in 2022.

Substantially all of our subsidiaries derive revenues from services and incur expenses within the same currency and generally do not have cross-currency transactions, and therefore, changes in foreign currency exchange rates primarily impact reported earnings and not our actual cash flow unless earnings are repatriated.

Substantially all of our subsidiaries derive revenues from services and incur expenses within the same local currency and generally do not have cross-currency transactions, and therefore, changes in foreign currency exchange rates primarily impact reported earnings and not our actual cash flow unless earnings are repatriated.

To understand the performance of our underlying business, we utilize constant currency or organic constant currency variances for our consolidated and segment results.

During 2022, we experienced the following quarterly changes to our consolidated revenues compared to 2021:

first quarter revenue increase of 6.6% reflecting recovery in the majority of our markets as we began to anniversary the significant COVID-19 related declines in our results that occurred during the last two weeks of the first quarter of 2020;

a significant revenue increase of 41.0% in the second quarter as COVID-19 had a significant impact on the entire second quarter of 2020, especially in April and May;

12.1% increase in revenues in the third quarter reflecting a slowing in the rate of recovery in a number of key markets compared to the second quarter;

and ending the year with a 6.5% revenue increase in the fourth quarter of 2021 reflecting the further slowing of our recovery rate primarily due to the anniversary of significant revenue recovery in the prior year quarter and ongoing COVID-19 uncertainty.

During 2021 compared to 2020, most of our markets experienced revenue increases as the global recovery continued and as we anniversaried the revenue declines due to the COVID-19 crisis.

We experienced a 19.0% revenue increase in Southern Europe, mainly driven by the increased demand in France and Italy.

We experienced a 17.4% revenue increase in Northern Europe primarily due to the increased demand for our staffing/interim services, mostly in the United Kingdom and the Nordics.

Revenues increased 12.4% in the Americas driven primarily by the increase in demand for our staffing/interim services, increased demand for our RPO and MSP offerings in the United States and the additional revenues as result of the acquisition of ettain group in October 2021.

We experienced a 4.4% revenue increase in APME primarily due to the increase in our Experis business.

From a brand perspective, we experienced revenue increases in all of our brands during 2021 compared to 2020.

The revenue increase in our Manpower brand was primarily due to improved demand for our staffing services and an increase in our permanent recruitment business.

In our Experis brand, the revenue increase was primarily due to the improved demand for our interim services, an increase in our permanent recruitment business and increased demand for our managed services, primarily in Southern Europe, and the additional revenues as a result of the acquisition of ettain group.

On an overall basis, the revenue increase in our Talent Solutions brand, which includes Recruitment Process Outsourcing (RPO), TAPFIN - Managed Service Provider (MSP) and our Right Management offerings, was driven mostly by increased demand for our RPO and MSP services, partially offset by the decline in our Right Management career transition business.

As workplaces reopened across our geographies and workers returned in phased approaches, we saw increased client demand for our HR skills within our RPO business due to significant hiring activity.

Our MSP business has remained resilient during the pandemic and we experienced growth during 2021 as we assisted more clients to develop customized workforce solutions.

Our gross profit margin improved in 2021 compared to 2020 primarily due to a favorable change in business mix as our higher-margin permanent recruitment business, which experienced a 45.5% increase (41.7% in constant currency and 41.4% in organic constant currency) during 2021 as a result of stronger hiring activity, represented a higher percentage of the revenue mix in our largest markets during 2021 compared to 2020.

The increase was also due to the improvement in our staffing/interim margins in the Americas, Southern Europe and APME, margin improvement in our Experis managed services business in Europe, and a higher percentage of revenue mix coming from our higher-margin consulting and MSP services.

These increases were partially offset a lower mix of revenues coming from our higher-margin Right Management career transition business.

We recorded transaction and integration costs of $18.8 million in 2021 relating to our acquisition of ettain group in the fourth quarter of 2021.

We recorded restructuring costs of $15.2 million in 2021 related to the Americas and Northern Europe.

We also recognized a one-time gain of $10.0 million related to a long-term obligation in Northern Europe.

Our operating profit margin increased 212.0% in 2021 while our operating profit margin increased 180 basis points compared to 2020.

Excluding acquisition transaction and integration costs incurred in 2021, the one-time gain related to a Northern Europe long-term obligation, restructuring costs incurred in 2021 of $15.2 million and $110.7 million in 2020, $72.8 million of goodwill and other impairment charges incurred in 2020,

and a loss of $5.8 million from the disposition of subsidiaries incurred in 2020, our operating profit was up 61.7% while operating profit margin was up 80 basis points compared to 2020.

a 4.4% increase in revenue in the first quarter due to the impact of acquisitions and increased demand, partially offset by the unfavorable impact of currency exchange rates;

a revenue decrease of -3.8% in the second quarter due to the significant strengthening of the dollar causing an unfavorable impact of currency exchange rates, partially offset by the impact of acquisitions and slightly more billing days;

-6.6% decrease in revenues in the third quarter due to the continued unfavorable impact of currency exchange rates, partially offset by increased demand for our staffing/interim services in key markets and the impact of acquisitions;

and ending the year with a -10.6% revenue decrease in the fourth quarter of 2022 reflecting a deteriorating economic environment during the quarter, particularly across Europe and North America, and the unfavorable impact of currency exchange rates.

During 2022 compared to 2021, most of our markets experienced revenue decreases due to the strengthening of the dollar, partially offset by strong labor markets and continued solid demand.

We experienced a -8.7% revenue decrease in Southern Europe, mainly driven by the unfavorable impact of currency exchange rates, offset by increased demand in France and Italy.

We experienced a -13.3% revenue decrease in Northern Europe primarily due to the unfavorable impact of currency exchange rates, partially offset by increased demand in our permanent recruitment business.

Revenues increased 15.8% in the Americas primarily driven by our acquisition of the ettain group in the United States in the fourth quarter of 2021, which now operates as part of our Experis brand, increased demand for our staffing/interim services and increased demand for our permanent recruitment business.

We refer to the ettain group acquisition as the "Experis acquisition".

We experienced a -3.8% revenue decrease in APME primarily due to the unfavorable impact of changes in currency exchange rates.

From a brand perspective, we experienced a revenue decrease in Manpower, and revenue increases in Experis and Talent Solutions during 2022 compared to 2021.

The revenue decrease in our Manpower brand was due to the unfavorable currency exchange rate impact, partially offset by increased demand for staffing services and solid demand in our permanent recruitment business.

In our Experis brand, the revenue increase was primarily due to the Experis acquisition in the United States, improved demand for our interim services and increased demand in our permanent recruitment business, partially offset by unfavorable exchange rates.

On an overall basis, the revenue increase in our Talent Solutions brand, which includes Recruitment Process Outsourcing (RPO), TAPFIN - Managed Service Provider (MSP) and our Right Management offerings, was driven mostly by increased demand for our RPO services as the permanent recruitment environment was strong during the year.

Our gross profit margin improved in 2022 compared to 2021 primarily due to a favorable change in business mix as our higher-margin permanent recruitment business, which experienced a 22.5% increase (32.3% in constant currency and 31.0% in organic constant currency) during 2022 as a result of stronger hiring activity, represented a higher percentage of the revenue mix in our largest markets.

The increase was also due to the improvement in our staffing/interim margin in all of our major markets, margin improvement in our Experis managed services business in Europe, and a higher percentage of revenue mix coming from our higher-margin consulting and MSP services.

These increases were partially offset by a lower mix of revenues coming from our higher-margin Right Management career transition business.

We recorded a $50.0 million goodwill impairment charge related to our Netherlands reporting unit in the fourth quarter of 2022.

We recorded restructuring costs of $3.6 million in 2022, compared to $15.2 million in 2021.

We recorded integration costs of $14.7 million in 2022 relating to our Experis acquisition in the fourth quarter of 2021, compared to Experis acquisition and integration costs of $18.8 million in 2021.

We recorded a net loss on the sale of our Russia business of $8.0 million, which was comprised of a $9.7 million loss in selling and administrative expenses, offset by a $1.7 million gain in interest and other expenses representing a cumulative translation adjustment.

We recorded a net loss on the sale of our Hungary business of $2.0 million, which was comprised of a $0.8 million loss in selling and administrative expenses and a $1.2 million loss in interest and other expenses representing cumulative translation adjustments.

We also recognized a one-time gain of $10.0 million related to a long-term obligation in Northern Europe in 2021.

Our operating profit decreased -0.6% in 2022 while our operating profit margin increased 10 basis points compared to 2021.

Excluding the effects of currency exchange rates, a goodwill impairment charge incurred in 2022 related to our Netherlands reporting unit, a loss from the disposition of subsidiaries incurred in 2022, the one-time gain related to a Northern Europe long-term obligation in 2021, restructuring costs incurred in 2022 and 2021, and acquisition integration costs incurred in 2022 and 2021, our operating profit was up 20.8%.

Excluding the impact of the items previously listed, our operating profit margin increased 50 basis points compared to 2021.

The operating profit margin increased mostly due to the improvement in our gross profit margin and our ability to support an increase in revenues without a similar increase in selling and administrative expenses.

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Weighted average shares - diluted

The year-over-year increase in revenues from services of 15.1% (12.1% in constant currency and 11.3% in organic constant currency) was attributed to:

a revenue increase in Southern Europe of 19.0% (15.0% in constant currency).

France, the largest market in Southern Europe, experienced a revenue increase of 19.2% (15.3% in constant currency), which was primarily due to the increased demand for our Manpower staffing services, a 34.2% increase (29.2% in constant currency) in the permanent recruitment business and the favorable impact of changes in currency exchange rates.

Italy, also part of Southern Europe, experienced a revenue increase of 31.0% (26.7% in constant currency), which was primarily due to the increased demand for our Manpower staffing services, a 69.2% increase (63.9% in constant currency) in the permanent recruitment business and the favorable impact of changes in currency exchange rates;

a revenue increase in Northern Europe of 17.4% (11.4% in constant currency), primarily due to the increased demand for our Manpower staffing services, the 45.5% increase (38.7% in constant currency) in the permanent recruitment business and the favorable impact of changes in currency exchange rates.

We experienced revenue increases in the United Kingdom, the Nordics, Germany, the Netherlands and Belgium of 23.5%, 20.9%, 6.1%, 4.5% and 9.6%, respectively (15.2%, 12.4%, 2.4%, 0.9% and 6.2%, respectively, in constant currency);

a revenue increase in the United States of 17.9% (9.3% on an organic basis) primarily driven by increased demand for our Manpower staffing services, an increase in our permanent recruitment business of 67.6% (63.5% on an organic basis), including our RPO offering, increased demand for our MSP offering and the ettain group acquisition;

a revenue increase in APME of 4.4% (4.2% in constant currency) primarily due to the increase in our Experis business, the 19.3% increase (14.1% in constant currency) in the permanent recruitment business and the favorable impact of changes in currency exchange rates;

a 3.0% increase due to the impact of changes in currency exchange rates in markets within Europe and APME.

The year-over-year decrease in revenues from services of -4.3% (increase of 4.9% in constant currency and 2.6% in organic constant currency) was attributed to:

a revenue decrease in Southern Europe of -8.7% (increase of 2.0% in constant currency and 1.7% in organic constant currency).

France, the largest market in Southern Europe, experienced a revenue decrease of -7.5% (increase of 4.0% in constant currency and 3.6% in organic constant currency), which was primarily due to the unfavorable impact of currency exchange rates, partially offset by increased demand for our Manpower staffing services and a 8.2% increase (21.7% in constant currency) in the permanent recruitment business.

Italy, also part of Southern Europe, experienced a revenue decrease of -4.9% (increase of 6.8% in constant currency), which was primarily due to the unfavorable impact of changes in currency exchange rates, partially offset by increased demand for our Manpower staffing services and Experis interim services and a 12.4% increase (26.4% in constant currency) in the permanent recruitment business;

a revenue decrease in Northern Europe of -13.3% (-2.5% in constant currency and 0.0% in organic constant currency) primarily due to the unfavorable impact of changes in currency exchange rates and the decreased demand for our staffing/interim services, partially offset by the 22.0% increase (37.9% in constant currency) in the permanent recruitment business.

We experienced revenue decreases in the United Kingdom, the Nordics, Germany, the Netherlands and Belgium of -13.9%, -5.1%, -18.0%, -15.7% and -8.8%, respectively (-4.3%, +8.6%, -8.0%, -5.5% and +2.6%, respectively, in constant currency);

a revenue decrease in APME of -3.8% (increase of 9.0% in constant currency) primarily due to the decrease in our Experis business, and the unfavorable impact of changes in currency exchange rates;

partially offset by the 4.7% increase (15.7% in constant currency) in the permanent recruitment business;

a revenue increase in the United States of 27.6% (6.5% on an organic basis) primarily driven by increased demand for our Experis staffing/interim services including the significant contribution to revenues from our Experis acquisition and increased demand in our permanent recruitment business of 41.6% (34.3% on an organic basis).

The year-over-year 160 basis point increase in gross profit margin was primarily attributed to:

a 50 basis point favorable change in business mix as the higher-margin permanent recruitment business represented a higher percentage of the revenue mix;

a 30 basis point favorable impact from the improvement in the staffing/interim margins in the Americas, Southern Europe and APME;

a 10 basis point favorable impact from the margin improvement in our Experis managed services business in Europe;

a 10 basis point favorable change in business mix as our higher-margin consulting and MSP services represented a higher percentage of the revenue mix;

partially offset by

a 20 basis point unfavorable change in business mix as the higher-margin Right Management career transition business represented a lower percentage of the revenue mix;

a 10 basis point unfavorable impact from changes in currency exchange rates.

a 60 basis point favorable change in business mix as the higher-margin permanent recruitment and Talent Solutions businesses saw increased hiring activity contribute to an increase in gross profit;

a 40 basis point favorable impact from the improvement in the staffing/interim margins driven by our Manpower businesses;

a 40 basis point favorable impact from the Experis acquisition and the margin improvement and other solutions related services within Experis managed services;

a 20 basis point favorable impact from changes in currency exchange rates.

The 6.0% increase in selling and administrative expenses in the year ended December 31, 2022 (14.3% in constant currency;

10.9% in organic constant currency) was primarily attributed to:

a 17.7% increase (15.0% in constant currency and 13.9% in organic constant currency) in personnel costs due to the increase in salary costs related to additional headcount as we invested in incremental recruiters and sales talent based on increased market activity.

The increase in salary costs was also due to an increase in variable incentive costs as a result of increased profitability in most markets and the decrease in benefits related to the transition of employees onto government temporary unemployment programs that occurred in the year ended December 31, 2020;

a 3.9% increase (6.2% in constant currency and 6.0% in organic constant currency) in non-personnel related costs, excluding acquisition transaction and integration costs, restructuring costs, goodwill and other impairment charges, loss on disposition of subsidiaries and gain related to a long-term obligation in Northern Europe, primarily to support the increase in revenues;

the $18.8 million of acquisition transaction and integration costs incurred in the year ended December 31, 2021;

a 2.5% increase due to the impact of changes in currency exchange rates in markets within Europe and APME;

a goodwill impairment charge of $50.0 million incurred in the year ended December 31, 2022 which was related to our Netherlands reporting unit;

a 5.9% increase (14.2% in constant currency and 11.1% in organic constant currency) in personnel costs due to the increase in salary costs related to additional headcount as we invested in incremental recruiters and sales talent to support revenue.

The increase in salary costs was also due to an increase in variable incentive costs as a result of increased profitability in most markets;

the $10.5 million loss on the disposition of subsidiaries in the year ended December 31, 2022;

the anniversary of a gain of $10.0 million related to a long-term obligation in Northern Europe in 2021;

partially offset by

the $14.7 million of acquisition transaction and integration costs incurred in the year ended December 31, 2022 compared to $18.8 million in the year ended December 31, 2021;

a -1.0% decrease (increase of 7.0% in constant currency and 5.0% in organic constant currency) in non-personnel related costs, excluding acquisition transaction and integration costs, restructuring costs, goodwill and other impairment charges, loss on disposition of subsidiaries and gain related to a long-term obligation in Northern Europe, primarily to support the increase in revenues;

a decrease in restructuring costs to $3.6 million incurred in the year ended December 31, 2022 from $15.2 million in the year ended December 31, 2021;

the goodwill and other impairment charges of $72.8 million incurred in the year ended December 31, 2020;

the gain of $10.0 million related to a long-term obligation in Northern Europe;

the $5.8 million loss on the disposition of subsidiaries incurred in the year ended December 31, 2020.

Selling and administrative expenses as a percent of revenues decreased 100 basis points in the year ended December 31, 2021 compared to the year ended December 31, 2020 due primarily to:

a 40 basis point favorable impact as a result of the decrease in goodwill and other impairment charges;

a 60 basis point favorable impact as a result of the decrease in restructuring costs in the year ended December 31, 2021 compared to the year ended December 31, 2020;

a 20 basis point favorable impact as we were able to support an increase in revenues without a similar increase in non-personnel related costs, excluding acquisition transaction and integration costs, restructuring costs and goodwill and other impairment charges;

partially offset by

a 10 basis point unfavorable impact from the acquisition transaction and integration costs incurred in the year ended December 31, 2021;

a -8.3% decrease due to the impact of changes in currency exchange rates in markets.

Selling and administrative expenses as a percent of revenues increased 150 basis points in the year ended December 31, 2022 compared to the year ended December 31, 2021 due primarily to:

a 100 basis point unfavorable impact as personnel costs increased, due to the investment in incremental recruiters and sales talent based on increased market activity, without a similar rate of increase in revenues.

The increase in salary costs was also due to an increase in variable incentive costs as a result of increased profitability in most markets;

a 30 basis point unfavorable impact as a result of the increase in goodwill;

a 30 basis point unfavorable impact from changes in currency exchange rates;

partially offset by

a 10 basis point favorable impact as a result of the decrease in restructuring costs in the year ended December 31, 2022 compared to the year ended December 31, 2021.

Interest and other expenses, net is comprised of interest, foreign exchange gains and losses and other miscellaneous non-operating income and expenses, including noncontrolling interests.

Interest and other expenses, net was $24.6 million in 2022 compared to $17.3 million in 2021.

Net interest expense increased $8.1 million in 2022 to $46.9 million from $38.8 million in 2021 primarily due to the higher interest rate on our €400.0 million notes offered and sold in June 2022 compared to the interest rate on the €400.0 million notes due September 2022 that were repaid in July 2022.

Miscellaneous income was $16.3 million in 2022 compared to miscellaneous expense of $14.7 million in 2021.

The change is primarily due to the pension settlement expenses of $10.2 million recorded in 2020 related to the settlement of our United States qualified retirement plan liability and the increase in income from our equity investment in ManpowerGroup Greater China Limited.

We recorded income tax expense at an effective rate of 32.9% for 2022, as compared to an effective rate of 32.7% for 2021.

The 2021 rate was favorably impacted by the scheduled reduction in the French corporate tax rate to 27.5%, the enacted 50% reduction in the French business tax rate, and a higher level of pre-tax earnings.

The 32.7% effective tax rate for 2021 was higher than the United States Federal statutory rate of 21% primarily due to the French business tax, tax losses in certain countries for which we did not recognize a corresponding tax benefit due to valuation allowances, and the overall mix of earnings.

The 2020 rate was unfavorably impacted by the relatively low level and mix of pre-tax earnings, the recognition of discrete valuation allowances in Germany and the Netherlands, the non-deductible goodwill impairment charge in Germany and the French business tax.

The French business tax had a more significant unfavorable impact in 2020 due to French pre-tax earnings decreasing at a greater rate than revenues, which is the primary basis for the tax calculation.

Net earnings per share - diluted was earnings of $6.91 in 2021 compared to $0.41 in 2020.

Foreign currency exchange rates favorably impacted net earnings per share - diluted by approximately $0.17 per share in 2021.

The 2022 rate was higher than the 2021 rate due to the non-deductible goodwill impairment charge in the Netherlands.

This was partially offset by the scheduled reduction in the French corporate tax rate to 25%.

The 32.9% effective tax rate for 2022 was higher than the United States Federal statutory rate of 21% primarily due to the French business tax, tax losses in certain countries for which we did not recognize a corresponding tax benefit due to valuation allowances, the Netherlands non-deductible goodwill impairment charge and the overall mix of earnings.

Net earnings per share - diluted was $7.08 in 2022 compared to $6.91 in 2021.

Foreign currency exchange rates unfavorably impacted net earnings per share - diluted by approximately $0.88 per share in 2022.

Goodwill and other impairment charges recorded in 2022 negatively impacted net loss per share - diluted by approximately $0.93.

The acquisition transaction and integration costs recorded in 2022 and 2021 negatively impacted net earnings per share - diluted by approximately $0.22 and $0.27, net of tax, in 2022 and 2021, respectively.

The loss from the disposition of subsidiaries recorded in 2022 negatively impacted net earnings per share - diluted by approximately $0.19 per share, net of tax, in 2022 .

Restructuring costs recorded in 2022 and 2021 negatively impacted net earnings per share - diluted by approximately $0.05 and $0.07 per share, net of tax, in 2022 and 2021, respectively.

The acquisition transaction and integration costs in 2021 negatively impacted net earnings per share - diluted by approximately $0.27, net of tax, in 2021.

Goodwill and other impairment charges recorded in 2020 negatively impacted net loss per share - diluted by approximately $1.14 in 2020.

The pension settlement expense recorded in 2022 negatively impacted net loss per share - diluted by approximately $0.05, net of tax, in 2022.

The loss from the disposition of subsidiaries in 2020 negatively impacted net loss per share - diluted by approximately $0.09, net of tax, in 2020.

Weighted average shares - diluted decreased to 52.8 million in 2022 from 55.4 million in 2021.

This decrease was due to the impact of share repurchases completed since 2020 and the full weighting of the repurchases completed in 2020, partially offset by shares issued as a result of exercises and vesting of share-based awards since 2020.

This decrease was due to the impact of share repurchases completed in 2021 and 2022 and the full year weighting of the repurchases completed in 2021, partially offset by shares issued as a result of exercises and vesting of share-based awards since 2021.

Segment Results

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In the Americas, revenues from services increased 15.8% (18.1% in constant currency and 4.5% in organic constant currency) in 2022 compared to 2021.

In the United States, revenues from services increased 17.9% (9.3% on an organic basis) in 2021 compared to 2020, primarily driven by increased demand for our Manpower staffing services, an increase in our permanent recruitment business of 67.6% (63.5% on an organic basis), including our RPO offering, and increased demand for our MSP offering, partially offset by the unfavorable impact of one fewer billing day.

In Other Americas, revenues from services increased 3.8% (5.3% in constant currency) in 2021 compared to 2020 primarily due to increased demand for our staffing/interim services, an increase in our permanent recruitment business of 95.9% (103.2% in constant currency), partially offset by the unfavorable impact of four fewer billing days.

This improvement was driven by increases in Canada, Argentina, Colombia, Peru and Brazil of 22.0%, 31.1%, 16.9%, 6.6% and 6.6%, respectively (14.1%, 76.7%, 19.0%, 18.4% and 13.1%, respectively, in constant currency), with the increase in Argentina being primarily due to inflation.

The increases were partially offset by a decrease in Mexico of 22.2% (26.5% in constant currency) primarily due to the new labor legislation, implemented in July 2021, that prohibits the provision of traditional temporary staffing services, only allowing outsourced worker assignments for specialized services outside of the client’s core business activity.

Although we believe the new labor legislation will result in significant revenue reductions in Mexico over the next few quarters, we believe the mix shift towards more specialized staffing will improve the margins of our Mexico business over time.

Our Mexico operations generated approximately 1.9% and 2.8% of our consolidated global revenues for the years ended December 31, 2021 and 2020, respectively.

Gross profit margin increased in 2021 compared to 2020 primarily due to the improvements in the staffing/interim margins, which were partly due to favorable direct cost adjustments incurred in 2021 in a market within Other Americas.

The improvements were also due to the increases in our permanent recruitment business, and increases in revenues from our higher-margin MSP and RPO offerings in the United States.

These improvements were partially offset by the unfavorable changes in business mix as the higher-margin Right Management career transition business represented a lower percentage of the revenue mix.

In 2021, selling and administrative expenses increased 11.3% (11.7% in constant currency and 7.9% in organic constant currency), primarily due to the increase in salary-related costs due to higher headcount to support an increase in revenues in 2021 and an increase in variable incentive costs as a result of an increase in profitability in certain markets.

The increase was also due to acquisition transaction and integration costs of $18.8 million incurred in 2021 and an increase in consulting costs related to certain technology initiatives.

The increases were partially offset by the decrease in restructuring costs to $5.2 million in 2021 compared to $29.5 million in 2020, the decrease in software impairment charges and a decline in office-related expenses driven by a decrease in the number of offices.

In the United States, revenues from services increased 27.6% (6.5% on an organic basis) in 2022 compared to 2021, primarily driven by increased demand for our Experis staffing/interim services including the significant contribution to revenues from our Experis acquisition and increased demand in our permanent recruitment business of 41.6% (34.3% on an organic basis).

In Other Americas, revenues from services decreased -5.5% (increase of 0.9% in constant currency) in 2022 compared to 2021 primarily due to decreased demand for our staffing/interim services and the unfavorable impact of currency exchange rates, partially offset by increased demand in our permanent recruitment business of 41.5% (47.3% in constant currency).

This decline was driven by a decrease in Mexico of -46.9% (-47.4% in constant currency) primarily due to labor legislation implemented in the third quarter of 2021.The decline was partially offset by increases in Canada, Argentina, Colombia, Peru and Brazil of 3.4%, 21.9%, 3.9%, 5.2% and 8.1%, respectively (7.2%, 64.5%, 17.5%, 4.0% and 3.3%, respectively, in constant currency), with the increase in Argentina being primarily due to inflation.

Gross profit margin increased in 2022 compared to 2021 primarily due to the increased demand in our permanent recruitment business, improvement in the staffing/interim margin, the Experis acquisition and increases in revenues from our higher-margin professional staffing and Talent Solutions offerings in the United States.

In 2022, selling and administrative expenses increased 20.3% (21.4% in constant currency and 11.5% in organic constant currency) primarily due to the Experis acquisition and an increase in salary-related costs due to higher headcount as we invested in incremental recruiters and sales talent based on increased market activity.

The increases were partially offset by the decrease in restructuring costs to $1.0 million in 2022 compared to $5.2 million in 2021, and a decrease in Experis acquisition and integration costs of $14.7 million in 2022 compared to Experis acquisition and integration costs of $18.8 million in 2021.

Operating Unit Profit (“OUP”) margin in the Americas was 5.7% and 4.6% for 2022 and 2021, respectively.

In the United States, OUP margin increased to 5.0% in 2021 from 2.6% in 2020 primarily due to decrease in restructuring costs, the decrease in software impairment charges, our ability to increase revenues without a similar increase in expenses, and an increase in the gross profit margin.

The increase was partially offset by the acquisition transaction and integration costs incurred in 2021.

Other Americas OUP margin increased to 3.9% in 2021 from 3.8% in 2020 primarily due to the gross profit margin improvement, partially offset by an increase in restructuring costs.

In the United States, OUP margin increased to 6.3% in 2022 from 5.0% in 2021 primarily due to increased demand in our permanent recruitment business, the Experis acquisition, increased operating leverage, an increase in the gross profit margin due to a favorable business mix and a decrease in Experis acquisition and integration costs incurred in 2022 compared to 2021, partially offset by an increase in salary-related costs due to higher headcount.

Other Americas OUP margin increased to 4.4% in 2022 from 3.9% in 2021 primarily due to the gross profit margin improvement and a decrease in restructuring costs.

Southern Europe

In Southern Europe, which includes operations in France and Italy, revenues from services increased 19.0% (15.0% in constant currency and 15.6% in organic constant currency) in 2021 compared to 2020.

In 2021, revenues from services increased 19.2% (15.3% in constant currency) in France and increased 31.0% (26.7% in constant currency) in Italy.

The increase in France is primarily due to the increased demand for our Manpower staffing services, a 34.2% increase (29.2% in constant currency) in the permanent recruitment business and the favorable impact of changes in currency exchange rates.

The increase in Italy was primarily due to the increased demand for our Manpower staffing services, a 69.2% increase (63.9% in constant currency) in the permanent recruitment business and the favorable impact of changes in currency exchange rates.

In Other Southern Europe, revenues from services increased 10.9% (7.1% in constant currency and 9.2% in organic constant currency) during 2021 compared to 2020, due to increased demand for our Manpower staffing services and an increase in our permanent recruitment business of 33.0% (28.7% in constant currency and 34.4% in organic constant currency), partially offset by the disposition of subsidiaries in Other Southern Europe in 2020.

In Southern Europe, which includes operations in France and Italy, revenues from services decreased -8.7% (increase of 2.0% in constant currency and 1.7% in organic constant currency) in 2022 compared to 2021.

In 2022, revenues from services decreased -7.5% (increase of 4.0% in constant currency and 3.6% in organic constant currency) in France and decreased -4.9% (increase of 6.8% in constant currency) in Italy.

The decrease in France is primarily due to the unfavorable impact of changes in currency exchange rates, partially offset by the increased demand for our Manpower staffing services, although supply chain constraints have negatively impacted the demand for our services in certain sectors, primarily automotive and construction, and to a lesser degree, logistics.

The decrease was also offset by an 8.2% increase (21.7% in constant currency) in the permanent recruitment business.

The decrease in Italy was primarily due to the unfavorable impact of changes in currency exchange rates, partially offset by the increased demand for our Manpower staffing services and Experis interim services and a 12.4% increase (26.4% in constant currency) in the permanent recruitment business.

In Other Southern Europe, revenues from services decreased -14.1% (-6.2% in constant currency and -6.2% in organic constant currency) during 2022 compared to 2021, due to the unfavorable impact of changes in currency exchange rates and decreased demand for our Manpower staffing services, partially offset by increased demand for our Experis business services and increased demand in our permanent recruitment business of 19.4% (33.4% in constant currency and 33.4% in organic constant currency).

Gross profit margin increased in 2022 compared to 2021.

The increases were primarily due to the increases of 42.7% (37.8% in constant currency) in the permanent recruitment business.

The increase in 2021 compared to 2020 was partially offset by the decrease in the Manpower staffing margin as lower margin enterprise clients represented a larger percentage of revenues during 2021 compared to 2020.

Selling and administrative expenses increased 8.4% (4.6% in constant currency) during 2021 compared to 2020 primarily due to the increase in salary-related costs due to higher headcount to support an increase in revenues in the quarter, an increase in variable incentive costs as a result of increased profitability in certain markets, and the

decrease in benefits related to the transition of full-time equivalent employees onto government temporary unemployment programs that occurred in 2020.

The increase was also due to the unfavorable impact of changes in currency exchange rates.

These increases were partially offset by the decrease in restructuring costs to zero in 2021 from $24.5 million in 2020.

The increases were primarily due to the increased demand in our permanent recruitment business and increases in our staffing/interim margin across our key markets.

Selling and administrative expenses decreased -4.0% (increase of 7.1% in constant currency) during 2022 compared to 2021 primarily due to the favorable impact of changes in currency exchange rates, partially offset by an increase in salary-related costs due to higher headcount to support an increase in revenues in the period and an increase in variable incentive costs as a result of increased profitability in certain markets.

The decreases were also partially offset by the increase in restructuring costs to $0.9 million in 2022 from zero in 2021.

OUP margin in Southern Europe was 4.8% for 2022 compared to 4.5% for 2021.

In France, the OUP margin increased to 4.5% for 2021 from 3.4% in 2020 primarily due to our ability to increase revenues without a similar increase in expenses and the increase in the gross profit margin.

In Italy, the OUP margin increased to 6.4% for 2021 from 4.7% for 2020 primarily due to the decrease in restructuring costs to zero in 2021 from $3.4 million in 2020, our ability to increase revenues without a similar increase in expenses and the increase in the gross profit margin.

Other Southern Europe’s OUP margin increased to 2.8% in 2021 from 1.1% in 2020, primarily due to the decrease in restructuring costs to zero in 2021 from $17.3 million in 2020, our ability to increase revenues without a similar increase in expenses, the increase in the gross profit margin and the loss on disposition of subsidiaries incurred in 2020.

In France, the OUP margin increased to 4.7% for 2022 from 4.5% in 2021 primarily due to the increase in the gross profit margin.

In Italy, the OUP margin increased to 7.2% for 2022 from 6.4% for 2021 primarily due to the increase in the gross profit margin.

Other Southern Europe’s OUP margin increased to 3.1% in 2022 from 2.8% in 2021 primarily due to an increase in the gross profit margin.

Northern Europe

In Northern Europe, which includes operations in the United Kingdom, the Nordics, Germany, the Netherlands and Belgium (comprising 37%, 22%, 14%, 10%, and 7%, respectively, of Northern Europe’s revenues), revenues from services increased 17.4% (11.4% in constant currency) in 2021 compared to 2020.

The revenue increase in Northern Europe was primarily due to the increased demand for our Manpower staffing services, the 45.5% increase (38.7% in constant currency) in the permanent recruitment business and the favorable impact of changes in currency exchange rates, partially offset by the unfavorable impact of approximately one fewer billing day.

Gross profit margin increased in 2021 compared to 2020 due to the increases in our permanent recruitment business, partially offset by the declines in the Manpower staffing margin due to client mix changes, as a higher percentage of revenues consisted of revenues from our lower-margin enterprise clients.

Selling and administrative expenses increased 5.6% (0.5% in constant currency) in 2021 compared to 2020.

The increases are primarily due to the increases in salary-related costs due to higher headcount to support increases in revenues and increases in variable incentive costs as a result of increases in profitability in certain markets.

The increases were also due to the increases in non-personnel related costs to support the increases in revenues, and the decrease in benefits related to the transition of full-time equivalent employees onto government temporary unemployment programs that occurred in 2020.

The increases were partially offset by the decrease in restructuring costs to $10.0 million in 2021 from $52.4 million in 2020 and a one-time gain of $10.0 million incurred in 2021 related to a long-term obligation.

OUP margin for Northern Europe was 1.5% in 2021 compared to an operating unit loss margin of (0.7%) in 2020.

The increases were primarily due to our ability to increase revenues without a similar increase in expenses, increases in the gross profit margin and the decreases in restructuring costs.

Revenues from services increased 4.4% (4.2% in constant currency) in 2021 compared to 2020.

In Japan (which represents 47% of APME's revenues), revenues from services increased 8.7% (12.0% in constant currency) due to the increase in our Experis business, increased demand for our Manpower staffing services, the 19.3% increase (14.1% in constant currency) in our permanent recruitment business and the favorable impact of approximately one additional billing day.

In Australia (which represents 14% of APME's revenues), revenues from services decreased 11.4% (19.6% in constant currency) due to the decreased demand for our Manpower staffing services and the unfavorable impact of approximately seven fewer billing days, partially offset by the 13.2% increase (3.9% in constant currency) in our permanent recruitment business and the favorable impact of changes in currency exchange rates.

The revenue increase in the remaining markets in APME is due to the increase in demand for our Talent-Based Outsourcing services within our Manpower business, the 51.9% increase (50.5% in constant currency) in our permanent recruitment business and the favorable impact of changes in currency exchange rates, partially offset by the unfavorable impact of one fewer billing day.

Gross profit margin increased in 2021 compared to 2020 primarily due to the increases in our staffing/interim margins and the increases of 8.4% and 19.3%, respectively, (9.6% and 14.1% in constant currency, respectively) in our permanent recruitment business.

Selling and administrative expenses increased 11.2% (9.7% in constant currency) in 2021 compared to 2020.

The increases are primarily due to the increases in salary-related costs due to higher headcount to support an increase in revenues and increases in variable incentive costs as a result of increases in profitability in certain markets, and the increases in non-personnel related costs to support the increases in revenues.

The increase for 2021 compared to 2020 was also due to the unfavorable impact of changes in currency exchange rates.

The increases were partially offset by the decreases in restructuring costs to zero in 2021 from $4.1 million in 2020.

OUP margin increased to 3.4% in 2021 from 2.9% in 2020 due to the improvements in the gross profit margins and decreases in restructuring costs.

In Northern Europe, which includes operations in the United Kingdom, the Nordics, Germany, the Netherlands and Belgium (comprising 37%, 24%, 13%, 10%, and 7%, respectively, of Northern Europe’s revenues), revenues from services decreased -13.3% (-2.5% in constant currency and 0.0% in organic constant currency) in 2022 compared to 2021.

The revenue decreases in Northern Europe were primarily due to the unfavorable impact of changes in currency exchange rates and the decreased demand for our staffing/interim services, partially offset by the 22.0% increase (37.9% in constant currency) in the permanent recruitment business.

Gross profit margin increased in 2022 compared to 2021 due to the increases in staffing/interim margin, the increased demand in our permanent recruitment business and the underlying business mix.

Selling and administrative expenses decreased -1.1% (increase of 11.3% in constant currency) in 2022 compared to 2021.

The decreases are primarily due to the favorable impact of changes in currency exchange rates, partially offset by an increase in salary-related costs due to higher headcount.

OUP margin for Northern Europe decreased to 1.0% in 2022 from 1.5% in 2021.

The decrease was primarily due to the loss on the sale of our Russia business, partially offset by the increase in gross profit margin.

Revenues from services decreased -3.8% (increase 9.0% in constant currency) in 2022 compared to 2021.

In Japan (which represents 46% of APME's revenues), revenues from services decreased -6.1% (increase of 12.0% in constant currency) primarily due to the unfavorable impact of the change in currency exchange rates, partially offset by an increase in our Experis business and an increased demand for our Manpower staffing services.

In Australia (which represents 12% of APME's revenues), revenues from services decreased -13.7% (-6.7% in constant currency) primarily due to the exit of a low margin client arrangement in 2021 and the unfavorable impact of the change in currency exchange rates, partially offset by increased demand for our staffing/interim business.

The revenue increase in the remaining markets in APME is due to the increase in demand for our staffing/interim business and our Experis business, partially offset by the unfavorable impact of changes in currency exchange rates.

Gross profit margin increased in 2022 compared to 2021 due to the increases in our staffing/interim margin and the increased demand in our permanent recruitment business.

Selling and administrative expenses decreased -2.7% (increase of 9.6% in constant currency) in 2022 compared to 2021.

The decreases are primarily due to the favorable impact of the change in currency exchange rates, partially offset by higher salary-related costs due to higher headcount to support increases in revenues, increases in variable incentive costs as a result of increases in profitability in certain markets, and the increases in non-personnel related costs to support the increases in revenues.

OUP margin increased to 3.7% in 2022 from 3.4% in 2021 primarily due to the improvements in the gross profit margin.

Financial Measures

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Gross Profit - ManpowerGroup

Operating Unit Profit (Loss)

Operating Unit Profit

United States

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Northern Europe

Operating Profit - ManpowerGroup

Operating Unit Profit - ManpowerGroup

Cash Sources and Uses

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We have historically made and anticipate future cash repatriations to the United States from certain foreign subsidiaries to fund corporate activities.

As of December 31, 2021, deferred taxes related to non-United States withholding and other taxes were provided on $1,473.3 million of unremitted earnings of non-United States subsidiaries that may be remitted to the United States.

As of December 31, 2022, deferred taxes related to non-United States withholding and other taxes were provided on $1,277.8 million of accumulated unremitted earnings of non-United States subsidiaries that may be remitted to the United States.

As of December 31, 2022 and 2021, we have recorded a deferred tax liability of $18.4 million and $16.1 million, respectively, related to these non-United States earnings that may be remitted.

As of December 31, 2021, we had an additional $343.8 million of unremitted earnings of non-United States subsidiaries for which we have not currently provided deferred taxes as amounts are deemed indefinitely reinvested.

As of December 31, 2022, we had an additional $339.9 million of accumulated unremitted earnings of non-United States subsidiaries for which we have not currently provided deferred taxes as amounts are deemed indefinitely reinvested.

We have not estimated the deferred tax liability on these earnings as such estimation is not practicable to determine or immaterial to the financial statements.

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Cash provided by operating activities was $423.3 million, $644.8 million and $936.4 million for 2022, 2021 and 2020, respectively.

Changes in operating assets and liabilities generated $135.6 million, $703.6 million and $313.2 million of cash in 2021, 2020 and 2019, respectively.

The change in 2021 from 2020 was primarily attributable to an increase in accounts receivable due to the stronger market environment as the impact of the COVID-19 crisis has stabilized in many parts of the world, offset by an increase in accounts payable due to timing.

The change in 2020 from 2019 was primarily attributable to a decrease in accounts receivable, due to collections and the receivables not being replaced at the same level as a result of a decrease in demand for our services, and the benefit of certain government payment deferral measures introduced as part of the COVID-19 crisis.

These improvements in our cash flows were partially offset by the decrease in our payroll-related liabilities due to lower activity.

The CICE payroll tax credits are creditable against our current French income tax payable, with any remaining amount being paid after three years.

In April 2019, we sold a portion of our CICE earned in 2018 for net proceeds of $103.5 million (€92.0 million) with the remaining amount to be used against future tax payments.

We derecognized these receivables upon the sale as the terms of the agreement are such that the transaction qualifies for sale treatment according to the accounting guidance on the transfer and servicing of assets.

The discount on the sale of these receivables was recorded as a reduction of the payroll tax credits earned in the respective years in cost of services.

Accounts receivable increased to $5,448.2 million as of December 31, 2021 from $4,912.4 million as of December 31, 2020.

This increase was partially offset by the impact of changes in currency exchange rates.

Days Sales Outstanding ("DSO") increased by one day from December 31, 2020 to 55 days as of December 31, 2021 due to unfavorable mix changes, with higher growth in countries with a higher average DSO.

Changes in operating assets and liabilities utilized $139.7 million, compared to $135.6 million and $703.6 million of cash generated in 2022, 2021 and 2020, respectively.

The change in 2022 from 2021 was primarily attributable to a decrease in accounts payable due to timing.

The change in 2021 from 2020 was primarily attributable to an increase in accounts receivable due to the stronger market environment as the impact of the COVID-19 crisis had stabilized in many parts of the world by 2021, offset by an increase in accounts payable due to timing.

In 2021, these improvements in our cash flows were partially offset by the decrease in our payroll-related liabilities due to lower activity.

Accounts receivable decreased to $5,137.4 million as of December 31, 2022 from $5,448.2 million as of December 31, 2021.

This decrease was primarily due to the impact of changes in currency exchange rates.

DSO increased by one day from December 31, 2021 to 56 days as of December 31, 2022 due to unfavorable mix changes, with higher growth in countries with a higher average DSO.

Capital expenditures were $75.6 million, $64.2 million and $50.7 million during 2022, 2021 and 2020, respectively.

These expenditures were primarily comprised of purchases of computer equipment, office furniture and other costs related to office openings and refurbishments, as well as capitalized software costs of $26.9 million in 2021, $14.0 million in 2020 and $2.0 million in 2019.

The higher expenditures in 2021 compared to 2020 was primarily due to additional technology investment and the timing of capital expenditures.

The lower expenditures in 2020 compared to 2019 are primarily due to overall scale-back of activities in 2020 due to the COVID-19 crisis, completion of a software development project in 2019, and the timing of capital expenditures, partially offset by additional technology investments.

Net debt borrowings were $70.3 million in 2021 as compared to net debt payments of $38.5 million in 2020 and net debt borrowings of $19.5 million in 2019.

We drew $150.0 million as of October 1, 2021 in conjunction with the funding of the ettain group acquisition and $75.0 million remains outstanding as of December 31, 2021.

We intend to repay the outstanding balance during 2022.

These expenditures were comprised of purchases of computer equipment, office furniture and other costs related to office openings and refurbishments, as well as capitalized software costs of $34.2 million, $26.9 million and $14.0 million in 2022, 2021 and 2020, respectively.

The year-over-year increases in expenditures were primarily due to additional technology investments and the timing of capital expenditures.

Net debt repayments were $58.7 million in 2022 as compared to net borrowings of $70.3 million in 2021 and net debt payments of $38.5 million in 2020.

The change in 2022 from 2021 is mainly due to the $75.0 million repayment we made into our revolving credit facility during 2022 to clear the outstanding borrowings as of December 31, 2021 related to the Experis acquisition.

The acquisition was funded through cash on hand and a $150.0 million draw on our revolving credit facility on October 1, 2021.

The Board of Directors authorized the repurchase of 4.0 million, 6.0 million and 6.0 million shares of our common stock in August 2021, August 2019 and August 2018.

Share repurchases may be made from time to time through a variety of methods, including open market purchases, block transactions, privately negotiated transactions or similar facilities.

In 2021, we repurchased a total of 2.1 million shares under the 2019 authorization at a total cost of $210.0 million.

In 2022, we repurchased a total of 3.2 million shares comprised of 1.2 million shares under the 2019 authorization and 2.0 million shares under the 2021 authorization, at a total cost of $270.0 million.

In 2019, we repurchased a total of 2.4 million shares at a total cost of $203.0 million under the 2018 authorization.

As of December 31, 2021, there were 4.0 million and 1.2 million shares remaining authorized for repurchase under the 2021 authorization and 2019 authorization, respectively, and no shares remaining authorized for repurchase under the 2018 authorization.

In 2021, we repurchased 2.1 million shares under the 2019 authorization at a total cost of $210.0 million.

In 2020, we repurchased a total of 3.4 million shares comprised of 0.8 million shares under the 2018 authorization and 2.6 million shares under the 2019 authorization, at a total cost of $264.7 million.

As of December 31, 2022, there were 2.0 million shares remaining authorized for repurchase under the 2021 authorization and no shares remaining authorized for repurchase under the 2019 or 2018 authorization.

During 2022, 2021 and 2020, the Board of Directors declared total cash dividends of $2.72, $2.52 and $2.26 per share, respectively, resulting in total dividend payments of $139.9 million, $136.6 million and $129.1 million, respectively.

We have aggregate commitments of $2,100.0 million related to debt, operating leases, severances and office closure costs, transition tax resulting from the Tax Act and certain other commitments, as follows:

We have aggregate commitments of $1,961.2 million related to debt, operating leases, restructuring costs, transition tax resulting from the Tax Act and certain other commitments, as follows:

(in millions)

2023–2024

2025–2026

Long-term debt including interest

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Operating leases

Severance and other costs

Restructuring costs

Transition tax resulting from the Tax Act

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We recorded net restructuring costs of $3.6 million, $15.2 million and $110.7 million during 2022, 2021 and 2020, respectively, in selling and administrative expenses, primarily related to severances and office closures and consolidations in multiple countries and territories.

As a result of the adoption of the new accounting guidance on leases as of January 1, 2019, the office closure costs of $27.3 million during 2020 were recorded as an impairment to the operating lease right-of-use asset and, thus, are not included in the restructuring reserve balance as of December 31, 2020.

The costs paid or utilized out of our restructuring reserve were $38.0 million during 2021.

The costs paid out of our restructuring reserve were $13.7 million during 2022.

We have entered into guarantee contracts and stand-by letters of credit that total $840.2 million as of December 31, 2022 ($793.0 million for guarantees and $47.2 million for stand-by letters of credit).

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The transaction was funded through cash on hand and a $150.0 million draw on our revolving debt facility on October 1, 2021.

We expect to finalize the net working capital adjustments in 2022.

have been included in the Consolidated Statements of Operations subsequent to the acquisition date.

The customer relationship intangible asset will be amortized over a 15 year useful life.

We finalized the purchase accounting during the third quarter of 2022 and recognized post-closing working capital adjustments of $3.4 million and income tax adjustments of $3.1 million with a corresponding offset to goodwill.

The acquisition of ettain group was accounted for as a business combination, and the assets and liabilities of ettain group were included in the Consolidated Balance Sheets as of the acquisition date and the results of its operations have been included in the Consolidated Statements of Operations subsequent to the acquisition date.

The customer relationship intangible asset is amortized over a 15-year useful life.

The customer relationship intangible asset and goodwill from the acquisition are partially deductible for income tax purposes.

As of December 31, 2022, the carrying value of intangible assets and goodwill was $330.0 million and $513.1 million, respectively.

On April 3, 2019, we acquired the remaining 51% controlling interest in our Swiss franchise (“Manpower Switzerland”) to obtain full ownership of the entity.

Additionally, as part of the purchase agreement we acquired the remaining 20% interest in Experis AG.

Manpower Switzerland provides contingent staffing services under our Manpower brand in the four main language regions in Switzerland.

Both Manpower Switzerland and Experis AG are reported in our Southern Europe segment.

The aggregate cash consideration paid was $219.5 million and was funded through cash on hand.

Of the total consideration paid, $58.3 million was for the acquired interests and the remaining $161.2 million was for cash and cash equivalents.

The aggregate cash consideration paid reflects a post-closing settlement of net debt and net working capital adjustments of $6.8 million, which we paid out during the third quarter of 2019.

The acquisition of the remaining interest of Experis AG was accounted for as an equity transaction as we previously consolidated the entity.

Our investment in Manpower Switzerland prior to the acquisition was accounted for under the equity method of accounting and we recorded our share of equity income or loss in interest and other expenses (income), net on the Consolidated Statements of Operations.

The acquisition of the remaining controlling interest in Manpower Switzerland was accounted for as a business combination, and the assets and liabilities of Manpower Switzerland were included in the Consolidated Balance Sheets as of the acquisition date and the results of its operations have been included in the Consolidated Statements of Operations subsequent to the acquisition date.

The aggregate of the consideration paid and the fair value of previously held equity interest totaled $415.1 million, or $97.6 million net of cash acquired.

In connection with the business combination, we recognized a one-time, non-cash gain on the disposition of our previously held equity interest in Manpower Switzerland of $80.4 million, which is included within interest and other expenses (income), net on the Consolidated Statements of Operations.

Of the $80.4 million, $32.5 million represented the reclassification of foreign currency translation adjustments related to the previously held equity interest, from accumulated other comprehensive loss.

As of December 31, 2019, the carrying value of intangible assets and goodwill resulting from the Manpower Switzerland acquisition was $44.5 million and $34.2 million, respectively.

As of December 31, 2021, the carrying value of intangible assets and goodwill was $354.0 million and $519.6 million, respectively.

The $6.5 million decrease in goodwill during 2022 resulted from the post-closing working capital adjustments discussed above.

The goodwill is included within the United States reporting unit and is attributable to the workforce of the acquired business and expected synergies to occur post-acquisition as a result of diversifying the business into higher growth and higher value services.

From time to time, we acquire and invest in companies throughout the world, including franchises.

The total cash consideration paid for acquisitions excluding ettain group, Manpower Switzerland and Experis AG, net of cash acquired, for the years ended December 31, 2021, 2020 and 2019 was $8.1 million, $2.6 million and $47.7 million, respectively.

The total cash consideration paid for acquisitions excluding ettain group, net of cash acquired, for the years ended December 31, 2022, 2021 and 2020 was $20.2 million, $8.1 million and $2.6 million, respectively.

The 2022 payments primarily represent a consideration payment for the acquisition of Tingari, a talent solutions company in France.

The 2022, 2021 and 2020 balances include consideration payments for franchises in the United States and contingent consideration payments related to previous acquisitions, of which $3.8 million, $6.3 million and $1.9 million, respectively, had been recognized as a liability at the acquisition date.

As of December 31, 2022, goodwill and intangible assets resulting from the 2022 acquisitions were $8.8 million and $5.3 million, respectively.

As of December 31, 2021, goodwill and intangible assets resulting from the 2021 acquisitions, excluding ettain group, were $3.1 million and $0.6 million, respectively.

No goodwill and intangible assets resulted from acquisitions in 2020.

As of December 31, 2019, goodwill and intangible assets resulting from the 2019 acquisitions, excluding Manpower Switzerland, were $14.2 million and $9.0 million, respectively.

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

On January 17, 2022, we disposed of our Russia business in our Northern Europe segment for $4.0 million, consisting of upfront cash proceeds received of $3.2 million and $0.8 million of deferred consideration.

We simultaneously entered into a franchise agreement with the new ownership of the Russia business.

In connection with the disposition, we anticipate recognizing a one-time loss on disposition of approximately $8.0 million during the first quarter of 2022.

We will finalize our accounting for the disposition during the first quarter of 2022.

In November 2021, we disposed of our Tunisia business in our Southern Europe segment and recognized a one-time loss on disposition of $1.2 million, which was included in selling and administrative expenses in the Consolidated Statements of Operations in the year ended December 31, 2021.

On September 30, 2020, we disposed of four businesses (Serbia, Croatia, Slovenia, Bulgaria) in our Southern Europe segment for $5.8 million, subject to normal post close working capital adjustments, and simultaneously entered into franchise agreements with the new ownership of these businesses.

In connection with the disposition, we recognized a one-time loss on disposition of $5.8 million, which was included in the selling and administrative expenses in the Consolidated Statements of Operations for the year ended December 31, 2020.

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.

Prior to the initial public offering, we owned a 51% controlling interest in the joint venture and consolidated the financial position and results of its operations into our Consolidated Financial Statements as part of our APME segment.

As a result of the offering, in which ManpowerGroup Greater China Limited issued new shares representing 25% of the equity of the company, our ownership interest was diluted to 38.25%, and then further diluted to 36.87% as the underwriters exercised their overallotment option in full on August 7, 2019.

As a result, we deconsolidated the joint venture as of the listing date and account for our remaining interest under the equity method of accounting and record our share of equity income or loss in interest and other expenses (income), net in the Consolidated Statements of Operations.

In connection with the deconsolidation of the joint venture, we recognized a one-time non-cash gain of $30.4 million, which was included in selling and administrative expenses in the Consolidated Statements of Operations in the year ended December 31, 2019.

Included in the $30.4 million was foreign currency translation adjustment losses of $6.2 million related to the joint venture from accumulated other comprehensive loss.

Occasionally, we dispose of parts of our operations based on risk considerations and to optimize our global strategic and geographic footprint and overall efficiency.

On January 17, 2022, we disposed of our Russia business in our Northern Europe segment for cash proceeds of $3.2 million.

In connection with the disposition, we recognized a one-time net loss on disposition of $8.0 million, of which $9.7 million was included in selling and administrative expenses and a gain of $1.7 million was included in interest and other expenses in the Consolidated Statements of Operations in the year ended December 31, 2022.

On September 30, 2022, our Belgium business disposed of its Service Voucher Division and recognized a one-time gain of $4.1 million, which was included in selling and administrative expenses in the Consolidated Statements of Operations in the year ended December 31, 2022.

On December 15, 2022, we disposed of our Hungary business in our Southern Europe segment and recognized a one-time loss of $2.1 million, of which $0.9 million was included in selling and administrative expenses and $1.2 million was included in interest and other expenses in the Consolidated Statements of Operations in the year ended December 31, 2022.

In November 2021, we disposed of our Tunisia business in our Southern Europe segment and recognized a one-time loss of $1.2 million, which was included in selling and administrative expenses in the Consolidated Statements of Operations in the year ended December 31, 2021.

On September 30, 2020, we disposed of four businesses (Serbia, Croatia, Slovenia, Bulgaria) in our Southern Europe segment for cash proceeds of $5.8 million, subject to normal post close working capital adjustments, and simultaneously entered into franchise agreements with the new ownership of these businesses.

In connection with the disposition, we recognized a one-time loss on disposition of $5.8 million, which was included in selling and administrative expenses in the Consolidated Statements of Operations in the year ended December 31, 2020.

On June 30, 2022, we offered and sold €400.0 million aggregate principal amount of the Company’s 3.50% notes due June 30, 2027 (the “€400.0 million notes”).

The proceeds from the €400.0 million notes were used in July 2022 to repay our €400.0 million 1.875% notes due September 11, 2022.

The €400.0 million 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 €400.0 million 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 million aggregate principal amount of the Company’s 1.750% notes due June 2026 (the “€500.0 million notes”).

The net proceeds from the €500.0 million notes of €495.7 million were used to repay our €350.0 million notes due June 22, 2018, with the remaining balance used for general corporate purposes, which included share repurchases.

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The €500.0 million notes are unsecured senior obligations and rank equally with all of the Company’s existing and future senior unsecured debt and other liabilities.

Our €400.0 million aggregate principal amount 1.875% notes (the "€400.0 million notes") are due September 2022.

When the notes mature, we plan to repay the amounts with available cash, borrowings under our $600.0 million revolving credit facility or a new borrowing.

The credit terms, including interest rate and facility fees, of any replacement borrowings will be dependent upon the condition of the credit markets at that time.

We currently do not anticipate any problems accessing the credit markets upon replacement of either the €500.0 million notes or the €400.0 million notes.

Both the €500.0 million notes and €400.0 million 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.

A portion of these notes has been designated as a hedge of our net investment in our foreign subsidiaries with Euro-functional currency as of December 31, 2021.

For this portion of the Euro-denominated notes, since our net investment in these subsidiaries exceeds the respective amount of the designated borrowings, both net of taxes, the related translation gains or losses are included as a component of accumulated other comprehensive loss.

These notes have been designated as a hedge of our net investment in subsidiaries with a Euro-functional currency as of December 31, 2022.

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 the Significant Matters Affecting Results of Operations section and Notes 8 and 12 to the Consolidated Financial Statements found in Item 8.

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Revolving Credit Agreement

We have a Five-Year Credit Agreement with a syndicate of commercial banks through June 18, 2023.

The Credit Agreement allows for borrowing of $600.0 million in various currencies, and up to $150.0 million may be used for the issuance of stand-by letters of credit, with an option to request an increase to the total availability by an additional $200.0 million and each lender may participate in the requested increase at their discretion.

We had $75.0 million borrowed under this facility as of December 31, 2021, and no borrowings as of December 31, 2020.

Outstanding letters of credit issued under the Credit Agreement totaled $0.5 million as of both December 31, 2021 and 2020.

On May 27, 2022, we entered into a new Credit Agreement (the “Credit Agreement”) with a syndicate of commercial banks with a termination date of May 27, 2027 to replace our previous $600.0 million revolving credit facility.

The Credit Agreement includes terms generally consistent with our previous 5-year credit facility, except the Credit Agreement uses Secured Overnight Financing Rate (SOFR) as the base rate index instead of London Interbank Offered Rate (LIBOR).

The Credit Agreement allows for borrowing of $600.0 million in various currencies, and up to $150.0 million may be used for the issuance of stand-by letters of credit.

We had no borrowings under this facility as of December 31, 2022 and $75.0 million as of December 31, 2021 under the previous facility.

Outstanding letters of credit issued totaled $0.4 million and $0.5 million as of December 31, 2022 and 2021, respectively.

Additional borrowings of $599.6 million and $524.5 million were available to us under the facility as of December 31, 2022 and 2021, respectively.

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In the Credit Agreement, Net Debt is defined as total debt less cash in excess of $400.0 million.

The Credit Agreement also 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 Credit Agreement also 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 judgements, change of control and customary ERISA defaults.

As defined in the Credit Agreement, we had a net Debt-to-EBITDA ratio of 1.01 to 1 (compared to the maximum allowable ratio of 3.5 to 1) and a Fixed Charge Coverage ratio of 5.66 to 1 (compared to the minimum required ratio of 1.5 to 1) as of December 31, 2022.

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Rating agencies use proprietary methodology in determining their ratings and outlook which includes, among other things, financial ratios based upon debt levels and earnings performance.

We have assessed what impact the COVID-19 crisis has had or may have on our liquidity position as of December 31, 2021 and for the near future.

Assessment of the Liquidity Position

We have assessed our liquidity position as of December 31, 2022 and for the near future.

As of December 31, 2022, our cash and cash equivalents balance was $639.0 million.

We also have access to the previously mentioned revolving credit facility that could immediately provide us with up to $600.0 million of additional cash, of which just $75.0 million was used as of December 31, 2021, and we have an option to request an increase to the total availability under the revolving credit facility by an additional $200.0 million and each lender may participate in the requested increase at their discretion.

We also have access to the previously mentioned revolving credit facility that could have immediately provided us with up to $600.0 million of additional cash, less any outstanding borrowings and letters of credit, and we have an option to request an increase to the total availability under the revolving credit facility by an additional $300.0 million and each lender may participate in the requested increase at their discretion.

In addition, we have access to the previously mentioned credit lines of up to $300.0 million ($600.0 million in the third quarter) to meet the working capital needs of our subsidiaries, of which $270.1 million was available to use as of December 31, 2022.

Our €500.0 million notes and €400.0 million notes that total $1,019.6 m illion as of December 31, 2021 mature in June 2026 and September 2022, and we plan to refinance the €400.0 million note in 2022;

thus, there will be no payments due in the very near term except for annual interest payments.

Based on the above, notwithstanding th e cash used to fund the ettain group acquisition on October 1, 2021, we believe we have sufficient liquidity and capital resources to satisfy future requirements and meet our obligations currently and in the near future should the COVID-19 crisis cause any additional cash flow needs.

Our €500.0 ($532.7) million notes mature in June 2026, and our €400.0 ($423.9) million notes mature in June 2027.

Based on the above, we believe we have sufficient liquidity and capital resources to satisfy future requirements and meet our obligations currently and in the near future.

Application of Critical Accounting Policies

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On October 1, 2021, we acquired ettain group (see Note 4 to the Consolidated Financial Statements for further information).

As part of the accounting for the acquisition, we identified and recorded a customer relationship intangible asset of $360.0 million which will be amortized over a 15 year useful life.

As part of the accounting for the acquisition, we identified and recorded a customer relationship intangible asset of $360.0 million which is amortized over a 15 year useful life.

We utilized the discounted cash flow method to estimate the fair value of the customer relationship asset, which required management to make significant assumptions in the model, but was calculated based on the historical customer sales of the acquired company.

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The most significant plans are located in Switzerland, the United Kingdom, the Netherlands, Germany and France.

Annual expense relating to these plans was $22.2 million, $34.1 million and $17.2 million in 2021, 2020 and 2019, respectively.

The decrease in 2021 pension expense is primarily due to the settlement of a U.S.

Annual expense relating to these plans was $18.6, $22.2 million and $34.1 million in 2022, 2021 and 2020, respectively.

The decrease in 2021 pension expense from 2020 was primarily due to the settlement of a U.S.

pension plan in the first quarter of 2020.

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We evaluate the recoverability of goodwill utilizing an income approach that estimates the fair value of the future discounted cash flows to which the goodwill relates.

This approach reflects management’s internal outlook of the reporting units, which is believed to be the best determination of value due to management’s insight and experience with the reporting units.

This approach reflects management’s outlook of the reporting units, which is believed to be the best determination of value due to management’s insight and experience with the reporting units.

Significant assumptions used in our goodwill impairment tests include:

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We performed our annual impairment test of our goodwill during the third quarter of 2022 and determined that there was no impairment.

The table below provides our reporting units’

estimated fair values and carrying values, determined as part of our annual goodwill impairment test performed in the third quarter, representing approximately 80% of our consolidated goodwill balance as of September 30, 2021.

The table below provides estimated fair values and carrying values for our reporting units with the largest goodwill balances, determined as part of our annual goodwill impairment test performed in the third quarter, representing approximately 85% of our consolidated goodwill balance as of September 30, 2022 (measurement date of July 1, 2022).

(in millions)

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Carrying values

As of July 1, 2021, the fair value of each reporting unit was at least 20% in excess of the respective reporting unit’s carrying value with the exception of the Netherlands reporting unit, which is part of the Northern Europe segment.

The Netherlands reporting unit had a fair value that exceeded its carrying value by approximately 5.5%.

Key assumptions included in the Netherlands discounted cash flow valuation performed during the third quarter of 2021 were a discount rate of 10.4%, revenue growth for the next three years ranging from 3.0%-5.0%, a terminal value revenue growth rate of 2.0%, and a terminal value OUP margin of 3.5%.

If the Netherlands reporting cannot meet its operating targets and/or recover from the deteriorated macroeconomic, industry, and market conditions, it may not achieve the growth and margin assumptions noted above and some or all of the recorded goodwill for the Netherlands reporting unit, which was $112.2 million as of December 31, 2021, could be subject to impairment.

While our other reporting units' fair values exceeded 20% or more of their respective carrying values, given the uncertainty of the financial impacts from the COVID-19 pandemic, there could be significant further decreases in the operating results of our reporting units for a sustained period, which may result in a recognition of goodwill impairment that could be material to the Consolidated Financial Statements.

The fair value of each reporting unit at the time of our annual impairment test was at least 20% in excess of the respective reporting unit’s carrying value with the exception of the Netherlands reporting unit, which is part of the Northern Europe segment.

The Netherlands reporting unit had a fair value that approximated its carrying value.

Key assumptions included in the Netherlands discounted cash flow valuation performed during the third quarter of 2022 included a discount rate of 12.5%, revenue growth for the next 10 years ranging from 3.0% to 8.4%, a terminal value revenue growth rate of 2.0%, and a terminal value OUP margin of 4.0%.

During the fourth quarter of 2022, in connection with the preparation of our annual financial statements, we assessed the changes in circumstances that occurred during the quarter to determine if it was more likely than not that the fair value of any reporting unit was below its carrying amount.

Since the assessment conducted in the third quarter of 2022, we identified several factors related to our Netherlands reporting unit that led us to conclude that it was more likely than not that the fair value of the reporting unit was below its carrying amount which triggered us to perform an interim impairment assessment.

These factors included further deterioration of the macroeconomic conditions, including downward revisions to projected Netherlands economic expansion in 2023, an increasing interest rate environment and financial performance that came in below management's planned revenue and OUP expectations for the fourth quarter of 2022.

During the fourth quarter of 2022, we wrote the carrying value of the Netherlands reporting unit down to its estimated fair value and recognized a non-cash impairment charge loss of $50.0 million.

Key assumptions included in the Netherlands discounted cash flow valuation performed during the fourth quarter of 2022 included a discount rate of 13.5%, revenue growth for the next 10 years ranging from 0.0% to 3.0%, a terminal value revenue growth rate of 2.0%, and a terminal value OUP margin of 4.0%.

Management continues to closely monitor the results of the reporting unit and comparisons to the key assumptions used in our fair value estimate, in addition to operational initiatives and macroeconomic conditions, which may impact the results of the reporting unit.

The performance of the Netherlands reporting unit and the potential for future developments in the global economic environment, including the prospect of higher interest rates, introduces a heightened risk for additional impairment in the Netherlands reporting unit.

If the Netherlands reporting unit cannot improve from its current operating levels and meet its operating targets to achieve the growth and margin assumptions noted above, or if there is continued deterioration in the market due to macroeconomic conditions, some or all of the recorded goodwill for the Netherlands reporting unit, which was $55.1 million as of December 31, 2022, could be subject to further impairment.

While our other reporting units' fair values exceeded 20% or more of their respective carrying values, there could be significant further decreases in the operating results of our reporting units for a sustained period, which may result in a recognition of goodwill impairment that could be material to the Consolidated Financial Statements.

Quantitative and Qualitat ive Disclosures about Market Risk

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Consequently, as the value of the United States dollar changes relative to the currencies of our major markets, our reported results vary.

The United States dollar weakened in 2021 on average, whereas it strengthened in the first half of 2020 and weakened in the second half of 2020 against many of the currencies of our major markets.

Revenues from services in constant currency were 3.0% and 0.2% lower than reported revenues in 2021 and 2020, respectively.

A change in the strength of the United States dollar by an additional 10% would have impacted our revenues from services by approximately 8.7% from the amounts reported in both 2021 and 2020.

The United States dollar generally strengthened against the currencies of our major markets during 2022, whereas it weakened in 2021 on average.

Revenues from services in constant currency were 9.2% higher than reported revenues in 2022 and 3.0% lower than reported revenues in 2021.

A change in the strength of the United States dollar by an additional 10% would have impacted our revenues from services by approximately 8.2% and 8.7% from the amounts reported in 2022 and 2021, respectively.

Fluctuations in currency exchange rates also impact the United States dollar amount of our shareholders’

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equity as a component of accumulated other comprehensive loss.

The United States dollar strengthened relative to many foreign currencies as of December 31, 2021 compared to December 31, 2020, particularly in Euro- and GBP-functional currencies.

The United States dollar strengthened relative to many foreign currencies as of December 31, 2022 compared to December 31, 2021.

Consequently, shareholders’

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equity would have decreased by approximately $170.0 million from the amounts reported.

As of December 31, 2020, the United States dollar weakened relative to many foreign currencies compared to December 31, 2019, particularly in Euro- and GBP-functional currencies.

As of December 31, 2021, the United States dollar strengthened relative to many foreign currencies compared to December 31, 2020, particularly in Euro- and GBP-functional currencies.

Consequently, shareholders’

equity increased by $82.3 million as a result of the foreign currency translation as of December 31, 2020.

If the United States dollar had weakened an additional 10% as of December 31, 2020, resulting translation adjustments recorded in shareholders’

equity would have increased by approximately $124.0 million from the amounts reported.

equity decreased by $46.9 million as a result of the foreign currency translation as of December 31, 2021.

If the United States dollar had strengthened an additional 10% as of December 31, 2021, resulting translation adjustments recorded in shareholders’

equity would have decreased by approximately $80.0 million from the amounts reported.

Although currency fluctuations impact our reported results and shareholders’

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Substantially all of our subsidiaries derive revenues and incur expenses within a single country and, consequently, do not generally incur currency risks in connection with the conduct of their normal business operations.

We generally have few cross-border transfers of funds, except for transfers to the United States for payment of license fees and interest expense on intercompany loans, working capital loans made between the United States and our foreign subsidiaries, dividends from our foreign subsidiaries, and payments between certain countries and territories for services provided.

We generally have few cross-border transfers of funds, except for transfers to the United States for payment of intercompany franchise fees and interest expense on intercompany loans, working capital loans made between the United States and our foreign subsidiaries, dividends from our foreign subsidiaries, and payments between certain countries and territories for services provided.

To reduce the currency risk related to these transactions, we may borrow funds in the relevant foreign currency under our revolving credit agreement or we may enter into a forward contract to hedge the transfer.

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€500.0, 1.81% Notes due June 2026

€400.0, 1.91% Notes due September 2022

€400.0, 3.50% Notes due June 2027

Forward contracts:

£(5.7) to $(7.8)

€(73.0) to $(78.1)

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Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGIS TERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of ManpowerGroup Inc.

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We have audited the internal control over financial reporting of ManpowerGroup Inc.

and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in I nternal Control —

and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control —

Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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Integrated Framework (2013) issued by COSO.

As described in Management's Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at ettain group, which was acquired on October 1, 2021, and whose financial statements constitute 10% of total assets and 1% of revenues of the financial statements amounts as of and for the year ended December 31, 2021.

Accordingly, our audit did not include the internal control over financial reporting at ettain group.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated February 17, 2023, expressed an unqualified opinion on those financial statements.

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We have audited the accompanying consolidated balance sheets of ManpowerGroup Inc.

and subsidiaries (the "Company") as of December 31, 2021 and December 31, 2020, the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and December 31, 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

and subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control —

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill - United Kingdom and Netherlands Reporting Units –

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill - Netherlands Reporting Unit –

Refer to Notes 1 and 7 to the financial statements

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The Company’s evaluation of goodwill for impairment involves the comparison of the estimated fair value of each reporting unit to its carrying value.

The annual impairment test of goodwill at a reporting unit level is performed annually during the third quarter, or more frequently if events or circumstances indicate the fair value of a reporting unit may be below its respective carrying value.

The Company used the discounted cash flow model to estimate fair value, which requires management to make significant estimates and assumptions related to discount rates and forecasts of future revenues and operating unit profit margins.

The annual impairment test of goodwill at a reporting unit level is performed annually as of July 1, or more frequently if events or circumstances indicate the fair value of a reporting unit may be below its respective carrying value.

The Company used the discounted cash flow method to estimate fair value, which requires management to make significant estimates and assumptions related to discount rates and forecasts of future revenues and operating unit profit margins.

Changes in these assumptions could have a significant impact on either the fair value, the amount of any goodwill impairment charge, or both.

Given that forecasted revenues and operating unit profit margins for the Netherlands and United Kingdom reporting units are highly sensitive to changes in demand and efficiency of operations, and considering the low excess fair value of these reporting units, auditing these estimates and assumptions including the selected discount rates involved especially subjective judgment.

As a result, we identified the Company’s evaluation of goodwill impairment for the Netherlands and United Kingdom reporting units as a critical audit matter due to the high degree of auditor judgment and the increased extent of effort that was required when performing audit procedures to evaluate the reasonableness of management’s significant estimates and assumptions, including the need to involve our fair value specialists.

Following the July 1 annual impairment test of goodwill, the Netherlands reporting unit’s fair value approximated it’s carrying value.

Given the fair value approximated the carrying value of this reporting unit, the performance of the Netherlands reporting unit and the potential for future developments in the economic environment introduced a heightened risk for impairment following the July 1 assessment.

During the fourth quarter of 2022 the company identified factors that caused it to evaluate the goodwill associated with the Netherlands reporting unit for potential impairment.

These factors included operating results that were below management targets and deterioration of the macroeconomic and local market conditions since the time of management’s annual assessment.

The Company updated its fair value estimate as of December 31, 2022 to reflect current market conditions and as a result of the test recorded a $50.0 million impairment of goodwill based on the excess of the Netherlands reporting unit’s carrying amount over its estimated fair value.

As of December 31, 2022, the remaining goodwill balance for the Netherlands reporting unit was $55.1 million.

Given that forecasted revenues and operating unit profit margins for the Netherlands reporting unit are highly sensitive to changes in demand and efficiency of operations, and considering the breakeven excess of fair value over carrying value of this reporting unit, auditing these estimates and assumptions including the selected discount rates and long-term growth rates, and auditing the appropriateness of the impairment charge, involved especially subjective judgment.

As a result, we identified the Company’s evaluation of goodwill impairment for the Netherlands reporting unit as a critical audit matter due to the high degree of auditor judgment and the increased extent of effort that was required when performing audit procedures to evaluate the reasonableness of management’s significant estimates and assumptions, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to forecasts of future revenues and operating unit profit margins, and the selection of discount rates for the Netherlands and United Kingdom reporting units included the following, among others:

We tested the effectiveness of controls over goodwill, including controls over the forecasts related to revenue and operating unit profit margin and selection of discount rates.

We evaluated management’s ability to accurately forecast revenue and operating unit margins by performing a retrospective comparison of prior forecasts to actual results.

We evaluated the reasonableness of management’s current revenue and operating unit margin forecasts by comparing the forecasts to (1) historical results (2) internal communications to management and the Board of Directors, and (3) forecasted information included in Company press releases, analyst and industry reports of the Company and companies in its peer group.

Our audit procedures related to forecasts of future revenues and operating unit profit margins, and the selection of discount rates and long-term revenue growth rates for the Netherlands reporting unit included the following, among others:

We tested the effectiveness of controls over goodwill, including controls over the review of forecasts related to revenue and operating unit profit margin and selection of discount rates and long-term growth rates.

We evaluated management’s ability to accurately forecast revenue and operating unit profit margins by performing a retrospective comparison of prior forecasts to actual results.

We evaluated the reasonableness of management’s current revenue and operating unit profit margin forecasts by comparing the forecasts to (1) historical results (2) internal communications to management and the Board of Directors, and (3) forecasted information included in Company press releases, analyst and industry reports of the Company and companies in its peer group.

With the assistance of our fair value specialists, we evaluated the reasonableness of management’s fair value estimate by:

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o Developing a range of independent estimates of discount rates and comparing those to the discount rates selected by management.

Acquisitions - ettain group (Valuation of Customer Relationship Intangible Asset) –

Refer to Note 4 to the financial statements

Critical Audit Matter Description

In October 2021, the Company completed the acquisition of ettain group.

The Company accounted for the acquisition under the acquisition method of accounting for business combinations.

Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including identified intangible assets of $360 million, all of which related to a customer relationship asset.

The Company used the discounted cash flow method to estimate the fair value of the customer relationship asset, which required management to make significant estimates and assumptions in developing forecasted cash flows attributable to the existing customers, the customer attrition rate, and discount rate.

We identified the fair value of the customer relationship intangible asset on the acquisition date as a critical audit matter due to the high degree of auditor judgment required to evaluate the significant estimates made in determining fair value, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management's key assumptions and estimates related to the customer attrition rate and discount rate.

How the Critical Audit Matter was Addressed in the Audit

Our audit procedures related to the fair value of the customer relationship intangible asset for ettain group included the following, among others:

We tested the effectiveness of controls over the valuation of the customer relationship intangible asset, including management's controls over the key judgements in developing forecasts of future cash flows attributable to existing customers, the customer attrition rate, and discount rate.

We assessed the reasonableness of management's forecasts of future cash flows attributable to existing customers by comparing the projections to (1) historical results, (2) industry data, and (3) certain peer companies.

With the assistance of our fair value specialists, we:

o Evaluated the reasonableness of the selected valuation methodology for the customer relationship.

o Evaluated the reasonableness of the customer attrition rate by testing the mathematical accuracy of the calculation of the rate used, as well as the mathematical accuracy of its application in the valuation of the customer relationship intangible;

and testing the completeness and accuracy of the underlying data supporting the attrition rate assumption.

o Evaluated the reasonableness of the discount rate, which included testing the source information underlying the determination of the discount rate, testing the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rate selected by management.

o Developing a range of independent estimates of long-term revenue growth rates using reporting-unit specific macroeconomic indicators and industry projections, and comparing those to the long-term growth rates selected by management.

/s/ Deloitte & Touche LLP

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Operating profit

Interest and other expenses (income), net

Interest and other expenses, net

Earnings before income taxes

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Year Ended December 31

Other comprehensive income (loss):

Other comprehensive (loss) income:

Foreign currency translation

Translation adjustments on derivative instruments, net of income taxes of $ 18.5 , $( 25.8 ) and $ 3.8 , respectively

Reclassification of currency translation adjustment to income related to disposition of Manpower Switzerland partially held equity interest (see Note 4)

Reclassification of currency translation adjustment to income related to disposition of ManpowerGroup Greater China Limited partially held equity interest (see Note 4)

Translation adjustments on long-term intercompany loans

Translation adjustments on long-term intercompany loans, net of income taxes of $( 0.8 ), $ 0.3 and ($ 3.9 ), respectively

Adjustments on derivative instruments, net of income taxes of $ 11.1 , $ 18.5 and $( 25.8 ), respectively

Unrealized adjustments on interest rate swap, net of income taxes of $ 0.4 for 2022

Defined benefit pension plans and retiree health care plan, net of income taxes of $ 2.2 , $ 15.2 and $( 11.6 ), respectively

Pension settlements, net of taxes of $ 4.5 in 2020

Total other comprehensive income (loss)

Pension settlements, net of income taxes of $ 0.5 , $ 0.0 and $ 4.5 , respectively

Total other comprehensive (loss) income

Comprehensive income

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Total other liabilities

Commitments and contingencies (Note 15)

Shareholders’

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Depreciation and amortization

Non-cash gain on disposition of previously held equity interest

Non-cash gain on disposition of previously held controlling interest

Loss on sales of subsidiaries, net

Non-cash goodwill and other impairment charges

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Share-based compensation

Change in operating assets and liabilities, excluding the impact of acquisitions:

Change in operating assets and liabilities:

Accounts receivable

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Acquisitions of businesses, net of cash acquired

Impact to cash resulting from deconsolidation of subsidiaries

Proceeds from the sale of subsidiaries, investments, property and equipment

Proceeds from the sale of subsidiaries and property and equipment

Cash used in investing activities

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Net change in short-term borrowings

Net proceeds of revolving debt facility

Net (repayments) proceeds of revolving debt facility

Proceeds from long-term debt

Repayments of long-term debt

Payments for debt issuance costs

Proceeds from derivative settlement

Payments of contingent consideration for acquisitions

Proceeds from share-based awards and sale of subsidiaries

Proceeds from share-based awards

Payments to noncontrolling interests

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ManpowerGroup Shareholders

Comprehensive

(Loss) Income

Balance, January 1, 2019

Other comprehensive loss

Capital in Excess of

Accumulated Other Comprehensive

Non-controlling

Balance, December 31, 2019

Other comprehensive gain

Issuances under equity plans

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Balance, December 31, 2021

Other comprehensive gain

Other comprehensive loss

Issuances under equity plans

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is a world leader in the innovative workforce solutions and services industry.

Our global network of over 2,200 offices in 75 countries and territories allows us to meet the needs of our global, multinational and local clients across all major industry segments.

Our global network of over 2,200 offices in approximately 75 countries and territories allows us to meet the needs of our global, multinational and local clients across all major industry segments.

Our largest operations, based on revenues, are located in France, the United States, the United Kingdom and Italy.

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Actual results could differ from these estimates.

The global spread of COVID-19, which was declared a global pandemic by the World Health Organization in March 2020, has created significant volatility, uncertainty and global macroeconomic disruption.

The COVID-19 crisis began to negatively impact our business, operations and consolidated financial statements during the last two weeks of March 2020, with significant lockdown measures implemented by the end of March 2020 in our main markets in Europe and North America, as well as in certain other countries.

We continued to experience the negative impacts of the COVID-19 crisis in 2021, particularly related to the impact on supply chains and labor shortages as we believe certain parts of the workforce did not return to the labor market in many industries and markets over concerns about the COVID-19 Delta and Omicron variants.

Although many markets strengthened throughout 2021, the COVID-19 crisis had an adverse effect of curtailing economic activity in certain markets, affecting demand for our services.

Continued uncertainty remains as to the future impact of the pandemic on global and local economies.

We continue to monitor and assess the impacts that the COVID-19 pandemic may have on our financial condition, liquidity and future results of operations.

However, we cannot predict with certainty what the impact will be on future periods.

For further information on the impacts of COVID-19 on our business, operations and financial results, see Part I, Item 2:

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Basis of Consolidation

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Included in shareholders’

equity as of December 31, 2021 and 2020 are $ 11.8 and $ 8.0 , respectively, of unremitted earnings from investments accounted for using the equity method.

The amounts relate to accounting for our remaining interest in ManpowerGroup Greater China under the equity method subsequent to deconsolidation (see Note 4 for further information).

All significant intercompany accounts and transactions have been eliminated in consolidation.

equity as of December 31, 2022 and 2021 are $ 4.3 and $ 11.8 , respectively, of accumulated unremitted earnings from investments accounted for using the equity method.

The amounts relate to accounting for our remaining interest in ManpowerGroup Greater China under the equity method subsequent to deconsolidation in 2019.

We recognize revenues when control of the promised services is transferred to our clients, in an amount that reflects the consideration we expect to be entitled to receive in exchange for those services.

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We recorded net restructuring costs of $ 3.6 , $ 15.2 and $ 110.7 in 2022, 2021 and 2020, respectively, in selling and administrative expenses, primarily related to severances and office closures and consolidations in multiple countries and territories.

As a result of the adoption of the new accounting guidance on leases as of January 1, 2019, the office closure costs of $ 27.3 during 2020 were recorded as an impairment to the operating lease right-of-use asset and, thus, are not included in the restructuring reserve balance as of December 31, 2020.

The costs paid, utilized or transferred out of our restructuring reserve were $ 38.0 and $ 71.9 in 2021 and 2020 , respectively.

The costs paid out of our restructuring reserve were $ 13.7 and $ 38.0 in 2022 and 2021 , respectively.

We expect a majority of the remaining $ 13.2 reserve will be paid by the end of 2023.

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Severance costs

Office closure costs

Costs paid, utilized or transferred out

Balance, December 31, 2021

Severance costs

Costs paid or utilized

Balance, December 31, 2022

(1) Balance related to United States was $ 1.4 as of December 31, 2020.

In 2020, United States incurred $ 3.8 for severance costs, $ 17.8 for office closure costs and $ 4.2 for other costs, and paid/utilized $ 24.7 , leaving a $ 1.4 liability as of December 31, 2020.

In 2021, United States paid/utilized $ 1.2 , leaving a $ 0.2 liability as of December 31, 2021.

(2) France had no liability as of December 31, 2019.

In 2020, France incurred $ 2.6 for office closure costs and $ 1.2 for other costs, and paid/utilized $ 3.2 , leaving a $ 0.6 liability as of December 31, 2020 and 2021.

In 2021, United States paid $ 1.2 , leaving a $ 0.2 liability as of December 31, 2021.

In 2022, United States incurred $ 0.8 for severance costs and paid $ 0.4 , leaving a $ 0.6 liability as of December 31, 2022.

(2) France had a $ 0.6 liability as of December 31, 2020 and 2021.

In 2022, France incurred $ 0.9 for other costs and paid $ 0.6 , leaving a $ 0.9 liability as of December 31, 2022.

Balance related to Italy was $ 1.4 as of December 31, 2020.

In 2020, Italy incurred $ 1.9 for severance costs and $ 0.5 for office closure costs, and paid/utilized $ 2.3 , leaving a $ 1.4 liability as of December 31, 2020.

In 2021, Italy paid/utilized $ 1.1 , leaving a $ 0.3 liability as of December 31, 2021.

In 2021, Italy paid $ 1.1 , leaving a $ 0.3 liability as of December 31, 2021.

In 2022, Italy paid $ 0.3 , leaving no liability as of December 31, 2022.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and net operating loss and tax credit carryforwards.

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Total intangible assets

(1) Balances were net of accumulated impairment loss of $ 644.2 as of both December 31, 2021 and 2020.

(1) Balances were net of accumulated impairment loss of $ 694.2 and $ 644.2 as of December 31, 2022 and 2021 , respectively.

(2) Balances were net of accumulated impairment loss of $ 139.5 as of both December 31, 2022 and 2021 .

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These rights entitled the franchisees with unilateral control to operate perpetually in particular territories and have therefore been assigned an indefinite life.

(See Note 4 to the Consolidated Financial Statements for further information on our acquisition of the remaining controlling interest in Manpower Switzerland.)

In accordance with the accounting guidance on goodwill and other intangible assets, we perform an annual impairment test of goodwill at our reporting unit level and indefinite-lived intangible assets at our unit of account level during the third quarter, or more frequently if events or circumstances change that would more likely than not reduce the fair value of our reporting units below their carrying value.

We performed our annual impairment test of our goodwill and indefinite-lived intangible assets during the third quarter of 2021, 2020 and 2019, and determined that there was no impairment of our goodwill or indefinite-lived intangible as a result of our annual tests.

The fair value of each reporting unit was at least 20 % in excess of the respective reporting unit’s carrying value with the exception of the Netherlands reporting unit, which is part of the Northern Europe segment.

The Netherlands reporting unit had a fair value that exceeded its carrying value by approximately 5.5 %.

Key assumptions included in the Netherlands discounted cash flow valuation performed during the third quarter of 2021 were a discount rate of 10.4 %, revenue growth for the next three years ranging from 3.0 %- 5.0 %, a terminal value revenue growth rate of 2.0 %, and a terminal value OUP margin of 3.5 %.

If the Netherlands reporting cannot meet its operating targets and/or recover from the deteriorated macroeconomic, industry, and market conditions, it may not achieve the growth and margin assumptions noted above and some or all of the recorded goodwill for the Netherlands reporting unit, which was $ 112.2 as of December 31, 2021, could be subject to impairment.

In the event the fair value of a reporting unit is less than the carrying value, including goodwill, we would record an impairment charge based on the excess of a reporting units’

carrying amount over its fair value.

We performed our annual impairment test of our goodwill and indefinite-lived intangible assets during the third quarter of 2022, 2021 and 2020, and determined that there was no impairment of our goodwill or indefinite-lived intangible assets as a result of our annual tests.

The fair value of each reporting unit at the time of our annual impairment test was at least 20 % in excess of the respective reporting unit’s carrying value with the exception of the Netherlands reporting unit, which is part of the Northern Europe segment.

The Netherlands reporting unit had a fair value that approximated its carrying value.

Key assumptions included in the Netherlands discounted cash flow valuation performed during the third quarter of 2022 included a discount rate of 12.5 %, revenue growth for the next 10 years ranging from 3.0 % to 8.4 %, a terminal value revenue growth rate of 2.0 %, and a terminal value OUP margin of 4.0 %.

We evaluate the recoverability of goodwill utilizing an income approach that estimates the fair value of the future discounted cash flows to which the goodwill relates.

This approach reflects management’s internal outlook of the reporting units, which is believed to be the best determination of value due to management’s insight and

experience with the reporting units.

Significant assumptions used in our goodwill impairment test during the third quarter of 2021 included:

This approach reflects management’s outlook of the reporting units, which is believed to be the best determination of value due to management’s insight and experience with the reporting units.

Significant assumptions used in our goodwill impairment tests include:

expected future revenue growth rates, operating unit profit margins, working capital levels, discount rates, and a terminal value multiple.

The expected future revenue growth rates and operating unit profit margins were determined after taking into consideration our historical revenue growth rates and operating unit profit margins, our assessment of future market potential, and our expectations of future business performance.

The expected future revenue growth rates and operating unit profit margins are determined after taking into consideration our historical revenue growth rates and operating unit profit margins, our assessment of future market potential and our expectations of future business performance.

We believe that the future discounted cash flow valuation model provides the most reasonable and meaningful fair value estimate based on the reporting units’

projections of future operating results and cash flows and is consistent with our view of how market participants would value the company’s reporting units in an orderly transaction.

In the event the fair value of a reporting unit is less than the carrying value, including goodwill, we would record an impairment charge based on the excess of a reporting units’

carrying amount over its fair value.

For the second quarter of 2020, in connection with the preparation of our quarterly financial statements, we assessed the changes in circumstances that occurred during the quarter to determine if it was more likely than not that the fair value of any reporting unit was below its carrying amount.

We identified several factors related to our Germany reporting unit that led us to conclude that it was more likely than not that the fair value of the reporting unit was below its carrying amount.

These factors included sustained operating losses resulted from the ongoing decline and increased uncertainty in the outlook of the manufacturing sector, particularly the automotive sector in Germany, coupled with the significant implications of COVID-19.

As we determined that it was more likely than not that the fair value of the Germany reporting unit was below its carrying amount, we performed an interim impairment test on this reporting unit as of June 30, 2020.

As a result of our interim test, we recognized a non-cash impairment loss of $ 66.8 , which resulted in full impairment of the remaining goodwill in the Germany reporting unit.

The Germany reporting unit is included in the Northern Europe segment.

The goodwill impairment charge resulted from reductions in the estimated fair value for our Germany reporting unit based on lower expectations for future revenue, profitability and cash flows as compared to the expectations of the 2019 annual goodwill impairment test and our quarterly assessments in the intervening periods due to the factors discussed above.

During the second quarter of 2019, we determined that it was more likely than not that the fair value of the Germany reporting unit was below its carrying amount and performed an interim goodwill impairment test.

As a result of the interim test, we wrote down the carrying value of the Germany reporting unit to its estimated fair value and recognized a non-cash impairment charge loss of $ 60.2 during the second quarter of 2019.

In addition, during the second quarter of 2019, we recorded a goodwill impairment charge of $ 3.8 related to our New Zealand operations as a result of it not meeting profitability expectations.

The New Zealand reporting unit is included in the APME segment.

Marketable Securities

Until April 2019, when we acquired the remaining 51 % controlling interest in our Swiss franchise to obtain full ownership of the entity, we accounted for our 49 % interest in our Swiss franchise under the equity method of accounting.

The Swiss franchise maintained an investment portfolio with a market value of $ 219.9 as of December 31, 2018.

The portfolio was comprised of a wide variety of European and United States debt and equity securities and various professionally-managed funds, all of which were classified as available-for-sale, as well as cash and cash equivalents.

We recognized all the changes in fair value on the investment portfolio in the current period earnings.

Our share of net unrealized gains and unrealized losses that were determined to be temporary related to these investments was included in accumulated other comprehensive loss, with the offsetting amount increasing or decreasing our investment in the franchise.

Realized gains and losses were immaterial for all periods presented.

Other-than-temporary impairment amounts were insignificant.

During the fourth quarter of 2022, we wrote the carrying value of the Netherlands reporting unit down to its estimated fair value and recognized a non-cash impairment charge loss of $ 50.0 .

Key assumptions included in the Netherlands discounted cash flow valuation performed during the fourth quarter of 2022 included a discount rate of 13.5 %, revenue growth for the next 10 years ranging from 0.0 % to 3.0 %, a terminal value revenue growth rate of 2.0 % and a terminal value OUP margin of 4.0 %.

If the Netherlands reporting unit cannot improve from its current operating levels and meet its operating targets to achieve the growth and margin assumptions noted above, or if there is continued deterioration in the market due to macroeconomic conditions, some or all of the remaining recorded goodwill for the Netherlands reporting unit, which was $ 55.1 as of December 31, 2022, could be subject to further impairment.

While our other reporting units' fair values exceeded 20 % or more of their respective carrying values, there could be significant further decreases in the operating results of our reporting units for a sustained period, which may result in a recognition of goodwill impairment that could be material to the Consolidated Financial Statements.

Capitalized Software for Internal Use

We capitalize purchased software as well as internally developed software.

Internal software development costs are capitalized from the time when the internal-use software is considered probable of completion until the software

is ready for use.

Internal software development costs are capitalized from the time when the internal-use software is considered probable of completion until the software is ready for use.

Business analysis, system evaluation, selection and software maintenance costs are expensed as incurred.

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Amortization expense related to the capitalized software costs was $ 9.8 , $ 5.5 and $ 1.8 for 2022, 2021 and 2020, respectively.

Cloud Computing Arrangements

We utilize cloud computing arrangements such as hosting arrangements that are service contracts, whereby we gain remote access to use software hosted by the vendor or another third party on an as-needed basis for a period of time in exchange for a subscription fee.

Subscription fees are usually prepaid and recorded in selling and administrative expenses over the related subscription period.

Certain implementation costs for cloud computing arrangements are capitalized in prepaid expenses or other noncurrent assets if they consist of internal and external costs directly attributable to developing and configuring cloud computing software for its intended use.

Amortization of capitalized implementation costs is recorded in selling and administrative expenses on a straight-line basis over the term of the cloud computing arrangement, which is the non-cancellable period of agreement, together with periods covered by renewal options that we are reasonably certain to exercise.

The unamortized implementation costs related to our cloud computing arrangements were $ 19.9 and none as of December 31, 2022 and 2021, respectively.

Property and Equipment

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Long-lived assets are evaluated for impairment in accordance with the provisions of the accounting guidance on the impairment or disposal of long-lived assets.

As of January 1, 2019, we adopted the accounting guidance on leases, which requires a lessee to recognize right-of-use (“ROU”) assets and lease liabilities of the balance sheet for leases with lease terms longer than 12 months.

The recognition, measurement and presentation of lease expenses and cash flows depend on the classification by the lessee as a finance or operating lease.

We recognize right-of-use assets (“ROU”) and lease liabilities on the balance sheet for leases with lease terms longer than 12 months and we classify the lease as a finance or operating lease which affects the recognition, measurement, and presentation of lease expenses and cash flows.

We have operating leases for real estate, vehicles, and equipment.

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Leases with a term of 12 months or less are not recognized on the balance sheet, but rather expensed on a straight-line basis over the lease term.

We do not include significant restrictions or covenants in our lease

agreements, and residual value guarantees are generally not included within our operating leases.

We do not include significant restrictions or covenants in our lease agreements, and residual value guarantees are generally not included within our operating leases.

As of December 31, 2022 , we did not have any material additional operating leases that have not yet commenced.

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Share repurchases may be made from time to time through a variety of methods, including open market purchases, block transactions, privately negotiated transactions or similar facilities.

In 2021, we repurchased a total of 2.1 million shares under the 2019 authorization at a total cost of $ 210.0 .

In 2022, we repurchased a total of 3.2 million shares comprised of 1.2 million shares under the 2019 authorization and 2.0 million shares under the 2021 authorization, at a total cost of $ 270.0 .

In 2019, we repurchased a total of 2.4 million shares at a total cost of $ 203.0 under the 2018 authorization.

In 2021, we repurchased 2.1 million shares under the 2019 authorization at a cost of $ 210.0 .

In 2020, we repurchased a total of 3.4 million shares comprised of 0.8 million shares under the 2018 authorization and 2.6 million shares under the 2019 authorization, at a total cost of $ 264.7 .

During 2022, 2021 and 2020 , the Board of Directors declared total cash dividends of $ 2.72 , $ 2.52 and $ 2.26 per share, respectively, resulting in total dividend paym ents of $ 139.9 , $ 136.6 and $ 129.1 , respectively.

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Net earnings attributable to these noncontrolling interests are recorded in interest and other expenses in our Consolidated Statements of Operations.

We recorded income of $ 0.7 and $ 4.7 for 2021 and 2020, respectively, and expense of $ 1.8 for 201 9.

We recorded income of $ 0.8 , $ 0.7 and $ 4.7 for 2022.

2021, and 2020 , respectively,

Cash and Cash Equivalents

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and have a maturity of three months or less from the date of acquisition.

Payroll Tax Credit

In January 2013, the French government passed legislation, Credit d’Impôt pour la Compétitivité

et l’Emploi (“CICE”), that provided payroll tax credits based on a percentage of wages paid to employees receiving less than

two-and-a-half times the French minimum wage.

The payroll tax credit was equal to 4 % of eligible wages in 2013, 6 % of eligible wages in 2014 to 2016, 7 % of eligible wages in 2017, and 6 % of eligible wages in 2018.

The CICE payroll tax credit was accounted for as a reduction of our cost of services in the period earned.

In January 2019, the French government replaced the CICE program with a new subsidy program.

The payroll tax credit was creditable against our current French income tax payable, with any remaining amount being paid after three years .

Given the amount of our current income taxes payable, we would generally receive the vast majority of these payroll tax credits after the three-year period.

In April 2019 and April 2018, we entered into agreements to sell the credits earned in 2018 and 2017, respectively, for net proceeds of $ 103.5 (€

92.0 ) and $ 234.5 (€

190.9 ), respectively, which represented approximately half of the credits earned in 2018 and substantially all the credits earned in 2017.

We derecognized these receivables upon the sale as the terms of the agreement were such that the transaction qualified for sale treatment according to the accounting guidance on the transfer and servicing of assets.

The discount on the sale of these receivables was recorded in cost of services as a reduction of the payroll tax credits earned in the respective year.

Accounting Standards Effective as of January 1, 2022

In December 2019, the FASB issued new guidance on income taxes.

The guidance removes certain exceptions to the general income tax accounting principles and clarifies and amends existing guidance to facilitate consistent application of the accounting principles.

The new guidance was effective for us as of January 1, 2021 .

The adoption of this guidance did no t have a material impact on our Consolidated Financial Statements.

In January 2020, the FASB issued new guidance on equity method investments.

The guidance clarifies the interactions between the existing accounting standards on equity securities, equity method and joint ventures, and derivatives and hedging.

The new guidance addresses accounting for the transition into and out of the equity method and measuring certain purchased options and forward contracts to acquire investments.

In November 2021, the FASB issued new guidance on disclosures by business entities about government assistance.

The guidance requires business entities to disclose, in notes to their financial statements, information about certain types of government assistance they receive.

The new guidance was effective for us as of January 1, 2022.

The adoption of this guidance did no t have a material impact on our Consolidated Financial Statements.

Recently Issued Accounting Standards

The adoption of this guidance had no impact on our Consolidated Financial Statements.

In March 2020, the FASB issued new guidance on accounting for contract modifications, including hedging relationships, due to the transition from LIBOR and other interbank offerings related to alternative reference interest rates.

The guidance is effective upon issuance and can be applied to applicable contract modifications through December 31, 2022.

The guidance was effective upon issuance and could be applied to applicable contract modifications through December 31, 2024.

The adoption of this guidance has not had any impact on our Consolidated Financial Statements, and we do not expect it to have a material impact going forward.

In November 2021, the FASB issued new guidance on disclosures by business entities about government assistance.

The guidance requires business entities to disclose, in notes to their financial statements, information about certain types of government assistance they receive.

The new guidance is effective for us as of January 1, 2022.

We do not expect the adoption of this guidance to have an impact on our Consolidated Financial Statements.

Recently Issued Accounting Standards

In November 2021, the FASB issued new guidance on business combinations.

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We do not expect the adoption of this guidance to have a material impact on our Consolidated Financial Statements.

Subsequent Events

On January 17, 2022, we disposed of our Russia business in our Northern Europe segment for $ 4.0 , consisting of upfront cash proceeds received of $ 3.2 and $ 0.8 of deferred consideration.

We simultaneously entered into a franchise agreement with the new ownership of the Russia business.

In connection with the disposition, we anticipate recognizing a one-time loss on disposition of approximately $ 8.0 during the first quarter of 2022.

We will finalize our accounting for the disposition during the first quarter of 2022.

(2) Revenue Recognition

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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, 2021 or 2020.

No stock options were granted in 2022.

No stock appreciation rights had been granted or outstanding as of December 31, 2022 or 2021.

A summary of stock option activity is as follows:

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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.

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 three years after the date of grant (which may in most cases be extended at the directors’

election) or upon a director’s termination of service in accordance with the terms and conditions under the 2011 Plan.

During 2022, 2021 and 2020, there were 12,698 , 15,528 and 11,004 , respectively, shares of deferred stock awarded under this arrangement, all of which are vested.

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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 may be applied to the units awarded based on the performance criteria determined by the People, Culture and Compensation Committee (formerly the Executive Compensation and Human Resources Committee) of the Board of Directors at the time of grant.

The uni ts are settled in shares of our common stock.

A payout multiple may be applied to the units awarded based on the performance criteria determined by the People, Culture and Compensation Committee of the Board of Directors at the time of grant.

Final determination of the payout is at the discretion of the People, Culture and Compensation Committee ("the Committee").

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.

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A summary of the performance share units detail by grant year is as follows:

2021 (Regular)

2021 (Additional)

2022 (Regular)

2022 (Experis)

Grant Date(s)

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February 11, 2022

Performance Period (years)

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February 2025

Payout Levels (in units):

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Over Performance Period

(1) Awards are scheduled to vest after the People, Culture and Compensation Committee of the Board of Directors determines the achievement of the performance criteria.

(1) Awards are scheduled to vest after the Committee determines the achievement of the performance criteria.

(2) In the fourth quarter of 2022, the Committee exercised its discretion in respect of the payout of the 2020 grant.

On the basis that an additional special one-time grant had been awarded in 2021 to supplement the 2020 grant, the Committee determined that the 2020 grant would have a zero payout.

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 $ 16.3 , $ 3.7 and $ 5.2 in 2021, 2020 and 2019, respectively, related to the performance share units.

The higher expense in 2021 resulted from a combination of higher estimated payout levels and an additional special grant issued in 2021.

We recognized total compensation expense of $ 15.6 , $ 16.3 and $ 3.7 in 2022, 2021 and 2020, respectively, related to the performance share units.

For 2022, additional expense from the Experis award at the outstanding payout level was offset by the reversal of cumulative expense related to the 2020 grant upon the Board of Directors' exercise of its discretion to reduce the payout to zero.

The higher expense in 2021 compared to 2020 resulted from a combination of higher estimated payout levels and the additional special one-time grant awarded in 2021.

(4) Acquisitions and Dispositions

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The transaction was funded through cash on hand and a $ 150.0 draw on our revolving credit facility on October 1, 2021.

We expect to finalize the net working capital adjustments in 2022.

We finalized the purchase accounting during the third quarter of 2022 and recognized post-closing working capital adjustments of $ 3.4 and income tax adjustments of $ 3.1 with a corresponding offset to goodwill.

The following table summarizes the preliminary fair value of the assets and liabilities as of the acquisition date of October 1, 2021:

The following table summarizes the final fair value of the assets and liabilities as of the acquisition date of October 1, 2021:

Cash and cash equivalents

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Total assets and liabilities

The customer relationship intangible asset will be amortized over a 15 year useful life.

The customer relationship intangible asset is amortized over a 15 -year useful life.

The customer relationship intangible asset and goodwill from the acquisition are partially deductible for income tax purposes.

As of December 31, 2022, the carrying value of intangible assets and goodwill was $ 330.0 and $ 513.1 , respectively.

As of December 31, 2021, the carrying value of intangible assets and goodwill was $ 354.0 and $ 519.6 , respectively.

ettain group contributed revenues from services of $ 182.7 since the acquisition.

As of December 31, 2021, ettain group contributed revenues from services of $ 182.7 since the acquisition.

Our consolidated unaudited proforma historical revenues from services and net earnings, as if ettain group had been acquired at the beginning of 2020, are estimated as follows:

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Revenues from services

The proforma amounts have been calculated after applying our accounting policies and adjusting the results of ettain group to reflect the additional amortization that would have been charged assuming fair value adjustment to intangible assets had been applied from January 1, 2020, with the consequential tax effects.

The proforma amounts are calculated after applying our accounting policies and adjusting the results of ettain group to reflect the additional amortization that would have been charged assuming a fair value adjustment to intangible assets had been applied from January 1, 2020, with the consequential tax effects.

In 2021, we incurred $ 18.8 of acquisition and integration costs.

These expenses are included in selling and administrative expenses on the Consolidated Statements of Operations for the year ended December 31, 2021 and are reflected in proforma earnings for the year ended December 31, 2020 in the table above.

We expect to finalize our accounting for the ettain group acquisition during the first half of 2022, upon finalization of the accounting for income tax related items and working capital adjustments.

Switzerland Acquisitions

On April 3, 2019, we acquired the remaining 51 % controlling interest in our Swiss franchise (“Manpower Switzerland”) to obtain full ownership of the entity.

Additionally, as part of the purchase agreement we acquired the remaining 20 % interest in Experis AG.

Manpower Switzerland provides contingent staffing services under our Manpower brand in the four main language regions in Switzerland.

Both Manpower Switzerland and Experis AG are reported in our Southern Europe segment.

The aggregate cash consideration paid was $ 219.5 and was funded through cash on hand.

Of the total consideration paid, $ 58.3 was for the acquired interests and the remaining $ 161.2 was for cash and cash equivalents.

The acquisition of the remaining interest of Experis AG was accounted for as an equity transaction as we previously consolidated the entity.

The total cash impact of the acquisition was an inflow of $ 98.0 , net of cash acquired of $ 317.5 .

In connection with the business combination, we recognized a one-time, non-cash gain on the disposition of our previously held equity interest in Manpower Switzerland of $ 80.4 , which is included within interest and other expenses (income), net on the Consolidated Statements of Operations.

Of the $ 80.4 , $ 32.5 represented foreign currency translation adjustments related to the previously held equity interest from accumulated other comprehensive loss.

The following table summarizes the fair value of the assets and liabilities as of the acquisition date of April 3, 2019:

Cash and cash equivalents

Accounts receivable

Prepaid expenses and other assets

Intangible assets subject to amortization, customer relationship

Intangible assets not subject to amortization, reacquired franchise rights

Property and equipment

Accounts payable

Employee compensation payable

Accrued liabilities

Accrued payroll taxes and insurance

Value added taxes payable

Other long-term liabilities

Total assets and liabilities

Other Acquisitions

From time to time, we acquire and invest in companies throughout the world, including franchises.

The total cash consideration paid for acquisitions excluding ettain group, net of cash acquired, for the years ended December 31, 2022, 2021 and 2020 was $ 20.2 , $ 8.1 and $ 2.6 , respectively.

The 2022 payments primarily represent a consideration payment for the acquisition of Tingari, a talent solutions company in France.

The 2022, 2021 and 2020 balances include consideration payments for franchises in the United States and contingent consideration payments related to previous acquisitions, of which $ 3.8 , $ 6.3 and $ 1.9 , respectively, had been recognized as a liability at the acquisition date.

As of December 31, 2021, goodwill and intangible assets resulting from the 2021 acquisitions, excluding ettain group, were $ 3.1 and $ 0.6 .

As of December 31, 2022, goodwill and intangible assets resulting from the 2022 acquisitions wer e $ 8.8 and $ 5.3 , respectively.

A s of December 31, 2021, goodwill and intangible assets resulting from the 2021 acquisitions, excluding ettain group, were $ 3.1 and $ 0.6 , respectively.

No goodwill and intangible assets resulted from acquisitions in 2020.

As of December 31, 2019, goodwill and intangible assets resulting from the 2019 acquisitions, excluding Manpower Switzerland, were $ 14.2 and $ 9.0 , respectively.

ManpowerGroup Greater China Limited Disposition

Prior to the initial public offering, we owned a 51 % controlling interest in the joint venture and consolidated the financial position and results of its operations into our Consolidated Financial Statements as part of our APME segment.

As a result of the offering, in which ManpowerGroup Greater China Limited issued new shares representing 25 % of the equity of the company, our ownership interest was diluted to 38.25 %, and then further diluted to 36.87 % as the underwriters exercised their overallotment option in full on August 7, 2019.

In connection with the deconsolidation of the joint venture, we recognized a one-time non-cash gain of $ 30.4 , which was included in selling and administrative expenses in the Consolidated Statements of Operations in the year ended December 31, 2019.

Included in the $ 30.4 was foreign currency translation adjustment losses of $ 6.2 related to the joint venture from accumulated other comprehensive loss.

Other Dispositions

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

In November 2021, we disposed of our Tunisia business in our Southern Europe segment and recognized a one-time loss on disposition of $1.2, which was included in selling and administrative expenses in the Consolidated Statements of Operations in the year ended December 31, 2021.

On September 30, 2020, we disposed of four businesses (Serbia, Croatia, Slovenia, Bulgaria) in our Southern Europe segment for $ 5.8 subject to normal post close working capital adjustments, and simultaneously entered into franchise agreements with the new ownership of these businesses.

Occasionally, we dispose of parts of our operations based on risk considerations and to optimize our global strategic and geographic footprint and overall efficiency.

On January 17, 2022, we disposed of our Russia business in our Northern Europe segment for cash proceeds of $ 3.2 .

In connection with the disposition, we recognized a one-time net loss on disposition of $ 8.0 , of which $ 9.7 was included in selling and administrative expenses and a gain of $ 1.7 was included in interest and other expenses in the Consolidated Statements of Operations in the year ended December 31, 2022.

On September 30, 2022, our Belgium business disposed of its Service Voucher Division and recognized a one-time gain of $ 4.1 , which was included in selling and administrative expenses in the Consolidated Statements of Operations in the year ended December 31, 2022.

On December 15, 2022, we disposed of our Hungary business in our Southern Europe segment and recognized a one-time loss of $ 2.1 , of which $ 0.9 was included in selling and administrative expenses and $ 1.2 was included in interest and other expenses in the Consolidated Statements of Operations in the year ended December 31, 2022.

In November 2021, we disposed of our Tunisia business in our Southern Europe segment and recognized a one-time loss of $ 1.2 , which was included in selling and administrative expenses in the Consolidated Statements of Operations in the year ended December 31, 2021.

On September 30, 2020, we disposed of four businesses (Serbia, Croatia, Slovenia, Bulgaria) in our Southern Europe segment for cash proceeds of $ 5.8 subject to normal post close working capital adjustments, and simultaneously entered into franchise agreements with the new ownership of these businesses.

In connection with the disposition, we recognized a one-time loss on disposition of $ 5.8 , which was included in selling and administrative expenses in the Consolidated Statements of Operations in the year ended December 31, 2020.

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Goodwill impairment (5)

Gain related to Manpower Switzerland and Greater China transactions (6)

Tax provision

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In December 2020, the French Parliament approved the Finance Bill for 2021 which lowered the business tax rate from 1.5 % to 0.75 %.

The benefit of this tax rate reduction is reflected in our 2021 Consolidated Financial Statements.

The benefit of this tax rate reduction is reflected in our 2022 and 2021 Consolidated Financial Statements.

In December 2022, the French Parliament approved the Finance Bill for 2023 which repeals the business tax over two years beginning in 2023.

The business tax rate will be halved in 2023 and eliminated in 2024.

The benefit of this tax rate reduction and repeal will be reflected in our 2023 and 2024 Consolidated Financial Statements.

(2) Included in Other Non-United States tax rate differences is the impact of all Non-United States pre-tax earnings and permanent tax differences at the local statutory tax rate versus the United States federal rate of 21 %.

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(3) In 2020, we determined that it was more likely than not that certain deferred tax assets in Germany and the Netherlands would not be realized and recorded income tax expense of $ 36.9 and $ 8.1 , respectively, to establish valuation allowances.

Additional losses incurred in 2021 in Germany resulted in an increase in valuation allowance of $ 20.1 .

Additional losses incurred in 2022 and 2021 in Germany resulted in an increase in valuation allowance of $ 13.5 and $ 20.1 , respectively.

(4) The Work Opportunity Tax Credit is currently authorized until December 31, 2025.

(5) Non-deductible portion of the goodwill impairment charges recorded in Germany in June 2020 and 2019.

(6) Non-taxable gains on the disposition of our previously held equity interest in Manpower Switzerland in April 2019 and the deconsolidation of ManpowerGroup Greater China Limited in July 2019.

(5) Non-deductible portion of the goodwill impairment charges recorded in the Netherlands in 2022 and Germany in 2020.

Deferred income taxes are recorded based on temporary differences at the tax rate expected to be in effect when the temporary differences reverse.

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Pre-tax earnings of non-United States operations were $ 380.9 , $ 433.6 and $ 86.3 in 2022, 2021 and 2020 , respectively.

We have not provided deferred taxes on $ 343.8 of unremitted earnings of non-United States subsidiaries that are considered permanently invested.

We have not provided deferred taxes on $ 339.9 of accumulated unremitted earnings of non-United States subsidiaries that are considered indefinitely reinvested.

We have not estimated the deferred tax liability on these earnings as such estimation is not practicable to determine or immaterial to the financial statements.

As of December 31, 2021 , deferred taxes for non-United States withholding and other taxes were provided on $ 1,473.3 of unremitted earnings of non-United States subsidiaries that may be remitted to the United States.

As of December 31, 2022 , deferred taxes for non-United States withholding and other taxes were provided on $ 1,227.8 of accumulated unremitted earnings of non-United States subsidiaries that may be remitted to the United States.

As of December 31, 2022 and 2021 , we have recorded a deferred tax liability of $ 18.4 and $ 16.1 , respectively, related to these non-United States earnings that may be remitted.

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If recognized, the entire amount would favorably affect the effective tax rate except for $ 6.0 .

We do not expect our unrecognized tax benefits to change significantly over the next year.

We believe that it is reasonably possible that the amount of gross unrecognized tax benefits could decrease between $ 16.1 and $ 19.4 in the next 12 months as a result of the resolution of tax matters in various global jurisdictions and the lapses of statutes of limitations.

We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense.

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Generally, the tax years that could be subject to examination are 2015 through 2022 for our major operations in France, Italy, the United Kingdom and the United States.

As of December 31, 2021 , we were subject to tax audits in Austria, France, Germany, Israel, Japan, Portugal, Spain and the United States.

We believe that the resolution of these audits will not have a material impact on earnings.

As of December 31, 2022, we were subject to tax audits in Austria, Germany, India, Israel, Portugal, Spain and the United States.

We believe that the resolution of these audits will not have a material adverse impact on earnings.

(6) Net Earnings Per Share

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Balance, January 1, 2021

Impairment charge (5)

Currency impact and other

Balance, December 31, 2021

Impairment Charge (5)

Currency impact and other

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(1) Balances related to United States were $ 490.2 , $ 1,013.0 and $ 1,006.5 as of January 1, 2021, December 31, 2021 and December 31, 2022 , respectively.

The increase in 2021 is related to the ettain acquisition.

The increase in 2021 is related to the Experis acquisition.

The 2022 reduction for acquisitions represents post-closing opening balance adjustments related to the Experis acquisition.

(2) Balances related to France were $ 73.3 , $ 68.2 and $ 73.3 as of January 1, 2021, December 31, 2021 and December 31, 2022 , respectively.

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See table below for the breakout of goodwill balances by reporting unit .

(4) Balances were net of accumulated impairment loss of $ 577.4 ($ 60.2 related to Northern Europe, $ 3.8 related to APME, $ 235.2 related to Right Management and $ 278.2 related to Corporate) as of January 1, 2020 , $ 644.2 ($ 127.0 related to Northern Europe, $ 3.8 related to APME, $ 235.2 related to Right Management and $ 278.2 related to Corporate) as of both December 31, 2020 and December 31, 2021.

(5) The 2020 impairment charge of $ 66.8 relates to our Germany reporting unit, which was recorded during the second quarter of 2020.

(4) Balances were net of accumulated impairment loss of $ 644.2 ($ 127.0 related to Northern Europe, $ 3.8 related to APME, $ 235.2 related to Right Management and $ 278.2 related to corporate) as of both January 1, 2021 and December 31, 2021;

and $ 694.2 ($ 177.0 related to Northern Europe, $ 3.8 related to APME, $ 235.2 related to Right Management and $ 278.2 related to Corporate) as of December 31, 2022.

(5) The 2022 impairment charge of $ 50.0 relates to our Netherlands reporting unit, which was recorded during the fourth quarter of 2022.

See Note 1 to the Consolidated Financial Statements for further information.

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Total goodwill

(1) As of July 1, 2021, balances pertaining to Right Management were allocated to corresponding reporting units .

Information concerning short-term borrowings is as follows:

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500.0 due June 2026

400.0 due September 2022

400.0 due June 2027

Revolving Credit Agreement

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On June 30, 2022, we offered and sold €

400.0 million aggregate principal amount of the Company’s 3.50 % notes due June 30, 2027 (the “

400.0 notes ”).

The proceeds from the €400.0 notes were used in July 2022 to repay our €

400.0 1.875 % notes due September 11, 2022.

The €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 “€

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Interest on the €500.0 notes is payable in arrears on June 22 of each year.

The €500.0 notes are unsecured senior obligations and will rank equally with all of the Company’s existing and future senior unsecured debt and other liabilities.

400.0 aggregate principal amount 1.875 % notes (the "€400.0 notes") are due September 2022.

When the notes mature, we plan to repay the amounts with available cash, borrowings under our $ 600.0 revolving credit facility or a new borrowing.

The credit terms, including interest rate and facility fees, of any replacement borrowings will be dependent upon the condition of the credit markets at that time.

We currently do not anticipate any problems accessing the credit markets upon replacement of either the €500.0 notes or the €400.0 notes.

The €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.

Both the €

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Revolving Credit Agreement

We have a Five Year Credit Agreement with a syndicate of commercial banks with a termination date of June 18, 2023 .

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 had $ 75.0 in borrowings under this facility as of December 31, 2021 and no borrowings as of December 31, 2020.

Outstanding letters of credit issued under the Credit Agreement totale d $ 0.5 as of both December 31, 2021 and 2020.

Additional borrowings of $ 524.5 and $ 599.5 we re available to us under the facility as of December 31, 2021 and 2020, respectively.

We had no borrowings under this facility as of December 31, 2022 and $ 75.0 as of December 31, 2021 under the previous facility.

Outstanding letters of credit issued totaled $ 0.4 and $ 0.5 as o f December 31, 2022 and 2021, respectively.

Additional borrowings o f $ 599.6 and $ 524.5 we re available to us under the facility as of December 31, 2022 and 2021, respectively.

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.

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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 and limitations on our ability to pledge assets, as well as financial covenants requiring, among other things, that we comply with a leverage ratio (Net Debt-to-Net Earnings before interest and other expenses, provision for income taxes, intangible asset amortization expense, depreciation and amortization expense ("EBITDA")) of not greater than 3.5 to 1 and a fixed charge coverage ratio of not less than 1.5 to 1.

The Credit Agreement also 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 judgements, change of control and customary ERISA defaults.

Debt Maturities

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The completion of lump sum payments in February 2020 and transfer of remaining participants to the Pension Benefit Guarantee Corporation (“PBGC”) in March 2020 triggered final settlement of the plan.

Upon settlement of the pension liability, we reclassified the related pension losses of $ 6.6 , net of tax, recorded in accumulated other comprehensive loss to the Consolidated Statements of Comprehensive Income (Loss).

The total amount of the required payout to plan participants was determined based on employee elections and market conditions at the time of settlement.

The standard PBGC audit was completed in March 2021, and the remaining plan assets of $ 16.6 which were in excess of the pension liability upon settlement are being utilized to fund qualified 401(k) plan contributions in current and future years.

In our Switzerland pension plan, we recognized a partial settlement as a result of local regulations and turnover common to our industry and reclassified pension losses of $ 1.0 and $ 2.7 in 2021 and 2020, respectively, net of tax, recorded in accumulated other comprehensive loss to the Consolidated Statements of Comprehensive Income (Loss).

In our Switzerland pension plan, we recognized a partial settlement as a result of local regulations and turnover common to our industry and reclassified pension losse s of $ 2.7 a nd $ 1.0 in 2022 and 2021, respectively, net of tax, recorded in accumulated other comprehensive loss to the Consolidated Statements of Comprehensive Income.

The reconciliation of the changes in the plans’

benefit obligations, the fair value of plan assets and the funded status of the plans are as follows:

The actuarial (gain) loss related to the non-United States plans' benefit obligation as of December 31, 2021, was primarily related to changes in discount rates.

The settlements and transfers of the non-United States plans in 2021 represent transfers in and out of temporary associates within our Switzerland plan.

United States Plans

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Interest cost

Actuarial (gain) loss

Actuarial gain

Plan participant contributions

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Net amount recognized

For both 2022 and 2021, the actuarial gain related to the non-United States plans' benefit obligation was primarily related to changes in discount rates.

The settlements and transfers of the non-United States plans represent transfers in and out of temporary associates within our Switzerland plan.

Amounts recognized in accumulated other comprehensive loss, net of tax, consisted of:

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The ABO for plans that have plan assets was $ 554.1 and $ 787.5 as of December 31, 2022 and 2021 , respectively.

The decrease in the balances in 2022 resulted from higher discount rates applied to all our significant plans.

The accumulated benefit obligation for some of our plans exceeded the fair value of plan assets as follows:

Accumulated benefit obligation

In 2021, one of our larger plans became additionally funded and its plan assets exceeded its accumulated benefit obligation as of December 31, 2021.

As a result, this plan was included in the amounts disclosed above for 2020 but not for 2021.

The projected benefit obligation (PBO) for all qualified defined benefit pension plans was $ 652.8 and $ 923.9 as of December 31, 2022 and 2021 , respectively.

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Net (gain) loss

Prior service cost

Prior service (credit) cost

Amortization of net loss

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Total recognized in net periodic benefit cost and other comprehensive income/loss

The estimated net gain and prior service cost for the defined benefit pension plans that will be amortized from accumulated other comprehensive income/loss into net periodic benefit cost during 2023 are $( 3.3 ) and $ 0.7 , respectively.

The weighted-average assumptions used in the measurement of the benefit obligation were as follows:

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Peer data and historical returns are reviewed to check for reasonableness and appropriateness of our expected rate of return.

None of our United States plans had plan assets as of December 31, 2020 and 2021 due to the settlement of the Qualified Retirement Plan liability during the first quarter of 2020.

None of our United States plans has plan assets due to the settlement of the Qualified Retirement Plan liability during the first quarter of 2020.

Projected salary levels utilized in the determination of the projected benefit obligation for the pension plans are based upon historical experience and the future expectations for each respective country.

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Other types of investments:

Insurance contracts

Real estate funds

Insurance contracts

Fair Value Measurements Using

December 31, 2021

Quoted Prices

in Active Markets for Identical Assets

Significant Other Observable Inputs

Asset Category

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Interest cost

Actuarial loss

Actuarial (gain) loss

Benefits paid

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Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income/Loss

Net (gain) loss

Amortization of net loss

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Total recognized in net periodic benefit cost and other comprehensive income/loss

The estimated net loss and prior service credit for the retiree health care plan that will be amortized from accumulated other comprehensive income/loss into net periodic benefit cost during 2022 are $ 0.2 and $ 0.8 , respectively.

The estimated prior service credit for the retiree health care plan that will be amortized from accumulated other comprehensive income/loss into net periodic benefit cost during 2023 is $ 0.8 .

No net gain/loss is estimated to be amortized in 2023.

The health care cost trend rate is assumed to be 6.7 % for 2023 , decreasing gradually to an ultimate rate of 4.5 % in 2031.

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Foreign currency translation

Translation loss on derivative instruments, net of income tax benefit of $( 16.4 ) and $( 34.9 ), respectively

Translation loss on long-term intercompany loans

Defined benefit pension plans, net of income benefit of $( 22.8 ) and $( 38.2 ), respectively

Translation loss on long-term intercompany loans, net of income taxes of $ 19.1 and $ 19.9 , respectively

Gain (loss) on derivative instruments, net of income tax benefit of $( 5.3 ) and $( 16.4 ), respectively

Gain on interest rate swap, net of income taxes of $ 0.4 for 2022

Defined benefit pension plans, net of income tax benefit of $( 20.4 ) and $( 22.8 ), respectively

Retiree health care plan, net of income taxes of $ 1.9 and $ 1.6 , respectively

Accumulated other comprehensive loss

(11) Interest and Other Expenses (Income), Net

Interest and other expenses (income), net consisted of the following:

(11) Interest and Other Expenses, Net

Interest and other expenses, net consisted of the following:

Year Ended December 31

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Miscellaneous (income) expenses, net

Interest and other expenses (income), net

(1) Included in 2019 is an $ 80.4 gain related to our acquisition of the remaining controlling interest in Manpower Switzerland.

See Note 4 to the Consolidated Financial Statements for further information.

Interest and other expenses, net

(12) Derivative Financial Instruments

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For non-derivative financial instruments that are designated and qualify as hedges of net investments in foreign operations, the change in the carrying value of the designated portion of the non-derivative financial instrument due to changes in foreign currency exchange rates is recorded in foreign currency translation adjustments.

400.0 ( $ 454.4 ) note s due September 2022 and the €

400.0 ($ 423.9 ) note s due June 2027 and the €

500.0 ($ 532.7 ) notes due June 2026 were designated as a hedge of our net investment in our foreign subsidiaries with a Euro-functional currency as of December 31, 2022.

In September 2019, we entered into a cross-currency swap agreement that net converts fixed-rate Swiss franc (“CHF”) payments to fixed-rate United States dollar payments.

This swap was designated as a net investment hedge of our foreign subsidiary with CHF functional currency.

The effect of our net investment hedges on OCI for the year ended December 31, 2021, and 2020 was as follows:

(Loss) Gain Recognized in Other Comprehensive Income

In September 2019, we entered into a cross-currency swap agreement that net converts fixed-rate Swiss franc (“CHF”) payments to fixed-rate United States dollar payments which matured in September 2022.

In September 2022, we entered into a new cross-currency swap agreement that converts fixed-rate Swiss franc ("CHF") payments to fixed-rate United States dollar payments.

This swap was designated as a net investment hedge of our foreign subsidiaries with CHF functional currency.

The effect of our net investment hedges on AOCI for the year ended December 31, 2022, and 2021 was as follows:

Gain (Loss) Recognized in Other Comprehensive Income

Year Ended December 31,

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This hedging arrangement has been designated as a cash flow hedge.

The swap matures in April 2022, which matches the term of the intercompany note.

Gains and losses from the hedge offset the changes in the value of principal and interest payments as a result of changes in foreign exchange rates.

In September 2019, we entered into to a cross-currency swap agreement to convert an additional intercompany fixed-rate CHF note, including the annual interest payment and the payment of remaining principal at maturity, to a fixed-rate Euro denominated note.

The swap had an original maturity of April 2022, which aligned to the term of the intercompany note.

On March 17, 2022, we settled the swap ahead of its maturity date, resulting in a net cash inflow of $ 19.2 .

We simultaneously entered into new cross-currency swaps, which we account for as fair value hedges, with maturity dates of April 2024.

In September 2019, we entered into a cross-currency swap agreement to convert an additional intercompany fixed-rate CHF note, including the annual interest payment and the payment of remaining principal at maturity, to a fixed-rate Euro denominated note.

The economic effect of the swap is identical to the original April 2019 swap, and fixes the principal of €

55.4 with a fixed interest rate of 1.143 %.

The swap matures in September 2022, which matches the term of the intercompany note.

We assessed the hedging relationship at the inception of the hedge in order to determine whether the derivatives that are used in the hedging transaction are highly effective in offsetting the cash flows of the hedged item and will continue to assess the relationship on an ongoing basis.

We apply the hypothetical derivative method in conjunction with regression analysis using a third-party valuation to measure effectiveness of our cross-currency swap agreement.

The swap matured in September 2022 and we simultaneously entered into new cross-currency swaps, which we account for as fair value hedges, with maturity dates of September 2024.

Refer to the "Fair Value Hedge" section below for additional detail.

We use forward currency exchange contracts to hedge the changes in cash flows of certain operational expenses denominated in foreign currency due to changes in foreign currency exchange rates.

The changes in fair value of the forward currency exchange contracts derivatives are recorded in AOCI and reclassified into earnings when the underlying operating expense is recognized in earnings.

In September 2021, we entered into a series of forward currency exchange contracts denominated in GBP.

The economic effect of the forward is to eliminate the uncertainty in cash flows in GBP associated with a portion of our forecasted IT contract spend in 2022 by fixing the amount at £ 6.0 .

Gains and losses from the hedge offset the foreign currency exchange impact of the contracts.

On June 9, 2022, we entered into a forward starting interest rate swap agreement with a notional amount of €

300.0 and a fixed rate of 1.936 %, which was accounted for as a cash flow hedge, to hedge the interest rate exposure related to our anticipated issuance of €400.0 notes to repay our existing €

400.0 notes maturing in September 2022 .

Upon the issuance of the notes on June 30, 2022, we settled this forward starting interest rate swap, resulting in a gain of $ 2.0 , which was recorded in accumulated other comprehensive income and is amortized over the term of the notes as an offset to interest expense.

We assessed the hedging relationship at the inception of the hedges in order to determine whether the derivatives that are used in the transaction are highly effective in offsetting the cash flows of the hedged item and will continue to assess the relationship on an ongoing basis.

We use the hypothetical derivative method in conjunction with regression analysis using a third-party valuation to measure effectiveness of our cross-currency swap agreements and our forward currency exchange contracts.

The following tables present the impact that changes in the fair values of derivatives designated as cash flow hedges had on OCI, AOCL and earnings for the year ended December 31, 2022, and 2021:

(Loss) Gain Reclassified

Gain (Loss) Reclassified

Gain Recognized in OCI

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Cross-currency swaps

Interest and other expenses (income), net

We expect the net amount of pre-tax derivative gains and losses included in AOCL at December 31, 2021 to be reclassified into earnings to approximate $ 10.0 over the next 12 months.

Interest and other expenses, net

Foreign currency forward contracts

Selling and administrative expenses

Forward starting interest swap

Interest and other expenses, net

We expect the net amount of pre-tax derivative gains and losses included in AOCL on December 31, 2022 to be reclassified into earnings over the next 12 months will not be significant.

The actual amount that will be reclassified to earnings will vary due to future currency exchange rates.

Fair Value Hedges

We account for derivatives as fair value hedges when the hedged item is a recognized asset, liability or firm commitment.

We use fair value hedges to hedge the changes in cash flows of certain of our foreign currency intercompany denominated notes due to changes in foreign currency exchange rates.

We record the change in carrying value of the foreign currency denominated notes due to changes in exchange rates into earnings each period.

Gains and losses on the fair value hedges are recorded in earnings, offsetting gains and losses on the hedged item.

In March 2022, we entered into a cross-currency swap agreement to hedge our intercompany fixed-rate, CHF denominated note.

The economic effect of the swap agreement is to eliminate the uncertainty of cash flows in CHF associated with the note due to changes in foreign currency exchange rates against our Euro functional subsidiary entity.

The cross-currency swap matures in April 2024, which aligns the term of the intercompany note and has a fixed interest rate of 1.05973 %.

In September 2022, we entered into a cross-currency swap agreement to hedge our intercompany fixed-rate, CHF denominated note.

The cross-currency swap matures in September 2024, which aligns the term of the intercompany note and has a fixed interest rate of 1.7975 %.

The cross-currency swaps are accounted for as fair value hedges.

Gains and losses from the hedge offset the changes in the value of principal on the note due to changes in foreign exchange rates.

The following tables present the impact that the fair value hedges had on our Consolidated Statement of Income for the year ended December 31, 2022 and 2021:

Amount of Gain (Loss) Recognized in Income

Location of Gain

Year Ended December 31,

Recognized in Income

Intercompany CHF note

Interest and other expenses, net

Cross-currency swaps

Interest and other expenses, net

Non-Designated Instruments

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For our forward contracts that are not designated as hedges, any gain or loss resulting from the change in fair value is recognized in current period earnings.

These gains or losses are offset by the exposure related to receivables and payables with our foreign subsidiaries and to interest due on our Euro-denominated notes, which is paid annually in June and September.

These gains or losses are offset by the exposure related to receivables and payables with our foreign subsidiaries and to interest due on our Euro-denominated notes, which is paid annually in June.

The effect of our forward contracts that are not designated as hedging instruments on the consolidated statements of operations for the year ended December 31, 2022 was as follows:

Location of Gain

Amount of Gain Recognized in Income

Amount of Gain (Loss) Recognized in Income

Recognized in Income

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Cross-currency swaps

Prepaid expenses and other assets

Accounts Receivable, net

Instruments designated as fair value hedges:

Cross-currency swaps

Accounts Receivable, net

Instruments not designated as hedges:

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Long-term debt

Euro Notes due in 2027

Long-term debt

Cross-currency swaps

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(14) Segment Data

Effective January 1, 2020, our segment reporting was realigned due to our Right Management business being combined with each of our respective country business units.

Accordingly, our former reportable segment, Right Management, is now reported within each of our respective reportable segments.

All previously reported results have been restated to conform to the current year presentation.

We are organized and managed primarily on a geographic basis.

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Year Ended December 31

Revenues from Services (a)

United States (b)

Revenues from Services

United States (a)

Other Americas

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Intercompany Eliminations

Consolidated (b)

Consolidated (a)

Operating Unit Profit (Loss)

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Goodwill impairment charges

Intangible asset amortization expense (c)

Intangible asset amortization expense (b)

Operating profit

Interest and other (expenses) income, net

Interest and other expenses, net

Earnings before income taxes

(a) Further breakdown of revenues from services by geographical region was as follows:

Revenues from Services

United States

United Kingdom

Total Foreign

(b) The United States revenues above represent revenues from our company-owned branches and franchise fees received from our franchise operations, which were $ 12.8 , $ 12.6 and $ 15.6 for 2021, 2020 and 2019, respectively.

(c) Intangible asset amortization related to acquisitions is excluded from operating costs within the reportable segments and corporate expenses, and shown separately.

(a) The United States revenues above represent revenues from our company-owned branches and franchise fees received from our franchise operations, which were $ 12.8 , $ 12.8 and $ 12.6 for 2022, 2021 and 2020 , respectively.

(b) Intangible asset amortization related to acquisitions is excluded from operating costs within the reportable segments and corporate expenses, and shown separately.

Year Ended December 31

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Intangible asset amortization expense (a)

Earnings from Equity Investments

United States

Other Americas

Southern Europe:

Other Southern Europe

Northern Europe

(a) Intangible asset amortization related to acquisitions is excluded from operating costs within the reportable segments and corporate expenses, and shown separately.

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Corporate (a)

Equity Investments

United States

Other Americas

Southern Europe:

Other Southern Europe

Northern Europe

(a) Corporate assets include assets that were not used in the operations of any segment, the most significant of which were purchased intangibles and cash.

As of and Year Ended December 31

Long-lived Assets (a)(b)

Long-lived Assets

United States

3 unchanged sentences

Northern Europe

(a) Prior years have been recast to include lease right-of-use assets.

(b) Further breakdown of long-lived assets by geographical region was as follows:

Long-Lived Assets

United States

United Kingdom

Total Foreign

(15) Contingencies

In the normal course of business, the Company is named as a defendant in various legal proceedings in which claims are asserted against the Company.

We record accruals for loss contingencies based on the circumstances of each claim, when it is probable that a loss has been incurred as of the balance sheet date and can be reasonably estimated.

Although the outcome of litigation cannot be predicted with certainty, we believe the ultimate resolution of these legal proceedings will not have a material effect on our business or financial condition.

We have entered into certain guarantee contracts and stand-by letters of credit that total $ 769.3 as of December 31, 2021 ($ 717.7 for guarantees and $ 51.6 for stand-by letters of credit).

(15) Commitments and Contingencies

We have entered into certain guarantee contracts and stand-by letters o f credit that total $ 840.2 as of December 31, 2022 ($ 793.0 for guarantees and $ 47.2 for stand-by letters of credit).

The guarantees primarily relate to staffing license requirements, operating leases and indebtedness.

The stand-by letters of credit mainly relate to workers’

compensation in the United States.

c ompensation in the United States.

If certain conditions were met under these arrangements, we would be required to satisfy our obligation in cash.

Due to the nature of these arrangements and our historical experience, we do not expect to make any significant payments under these arrangements.

In the normal course of business, the Company is named as a defendant in various legal proceedings in which claims are asserted against the Company.

We record accruals for loss contingencies based on the circumstances of each claim, when it is probable that a loss has been incurred as of the balance sheet date and can be reasonably estimated.

Changes in and Disagreements with Acco untants on Accounting and Financial Disclosure

1 unchanged sentence

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 5. Market for Registrant’s Common Equity