What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-02-16 compared with 2023-02-17 · 156 added, 167 removed, 517 unchanged (38% of the section changed)

6 unchanged sentences

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

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

Recruitment and Assessment –

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

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

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

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

Upskilling, Reskilling, Training and Development –

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

• Upskilling, Reskilling, Training and Development – Our global insights around evolving employer needs and our expertise in training and development help us prepare candidates and associates to succeed in today’s competitive marketplace.

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

Career Management –

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

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

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

Outsourcing –

We provide clients with outsourcing services related to human resources functions primarily in the areas of large-scale recruiting and workforce-intensive initiatives that are outcome-based, thereby sharing in the risk and reward with our clients.

Workforce Consulting –

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

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

• Outsourcing – We provide clients with outsourcing services related to human resources functions primarily in the areas of large-scale recruiting and workforce-intensive initiatives that are outcome-based, thereby sharing in the risk and reward with our clients.

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

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

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

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

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

3 unchanged sentences

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

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

Our leadership position enables us to be a pathway to quality employment opportunities for people at all points in their career journey and we have connected people to meaningful work for 75 years.

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

6 unchanged sentences

• our corporate governance guidelines;

• our insider trading policy;

• our anti-corruption policy;

16 unchanged sentences

In periods of economic contraction, we may have more significant expense deleveraging, as we believe it is prudent not to reduce selling and administrative expenses to levels that could negatively impact the long-term potential of our branch network and brands.

The nature of our operations is such that our most significant current asset is accounts receivable, with a days sales outstanding of 56 days as December 31, 2022.

The nature of our operations is such that our most significant current asset is accounts receivable, with a days sales outstanding of 54 days as of December 31, 2023.

Our most significant current liabilities are payroll related costs, which are generally paid either weekly or monthly.

As the demand for our services increases, we generally see an increase in our working capital needs, as we continue to pay our associates on a weekly or monthly basis while the related accounts receivable is outstanding for much longer, which may result in a decline in operating cash flows.

Conversely, as the demand for our services declines, we generally see a decrease in our working capital needs, as the existing accounts receivable are collected and not replaced at the same level, resulting in a decline of our accounts receivable balance, with less of an effect on current liabilities due to the shorter cycle time of the payroll related items.

This may result in an increase in our operating cash flows;

however, any such increase would not be expected to be sustained in the event that an economic downturn continued for an extended period.

Due to our industry’s sensitivity to economic factors, the inherent difficulty in forecasting the direction and strength of the economy and the short-term nature of staffing assignments, it is difficult to forecast future demand for our services with certainty.

Conversely, as the demand for our services declines, we generally experience a decrease in our working capital needs, as the existing accounts receivable are collected and not replaced at the same level, resulting in a decline of our accounts receivable balance, with less of an effect on current liabilities due to the shorter cycle time of the payroll related items.

While this may result in an increase in our operating cash flows, longer payment terms and timing of payroll, tax and supplier related payments significantly impact our cash positions and cash flows each period.

Any increase in operating cash flows from an economic slowdown would not be sustained in the event that a downturn continues for an extended period.

As a result, we monitor a number of economic indicators, as well as recent business trends, to predict future revenue trends for each of the countries and territories where we operate.

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

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

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

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

3 unchanged sentences

These services are provided under our Manpower and Experis brands.

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

We have provided services under our core Manpower brand for 75 years with a primary focus on the areas of office and industrial services and solutions.

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

We provide IT resourcing and services under our Experis brand.

Our experience and expertise allow us to accurately assess candidates’

workplace potential and technical skills to match them to the needs of our clients.

Our experience and expertise allow us to accurately assess candidates’ workplace potential and technical skills to match them to the needs of our clients.

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

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

complex global workforce needs.

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

Through our RPO offering, we manage customized, large-scale recruiting and workforce productivity initiatives for clients through exclusive outsourcing contracts.

5 unchanged sentences

The Americas segment had 425 branch and 138 franchise offices as of December 31, 2023.

In the United States, where we realized 71% of the Americas’

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

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

In the United States, where we realized 67% of the Americas’ revenue, we had 286 branch and 131 franchise offices as of December 31, 2023, as well as on-site locations at clients with significant permanent, temporary and contract recruitment requirements.

In Other Americas, the largest operations of which include Canada, Mexico and Argentina, we had 139 branch and 7 franchise offices as of December 31, 2023.

We provide a number of central support services to our branches and franchises, which enable us to maintain consistent service quality throughout the region regardless of whether an office is a branch or franchise.

4 unchanged sentences

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

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

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

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

During 2023 in this segment, approximately 91% of revenues were derived from our staffing/interim services, 4% from permanent recruitment services, 1% from outcome-based solutions and consulting and 4% from other services.

Southern Europe

2 unchanged sentences

Our largest operations in this segment are in France (57% of the segment revenue) and Italy (20% of the segment revenue).

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

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

We conduct our operations in France as a leading workforce solutions and service provider through 607 branch offices as Manpower, Experis and Talent Solutions, and 169 branch offices under the name Supplay as of December 31, 2023.

The employment services market in France calls for a wide range of our services including permanent, temporary and contract recruitment, assessment and selection, and training.

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

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

During 2023 in France, approximately 92% of revenues were derived from our staffing/interim services, 1% from permanent recruitment services, 6% from outcome-based solutions and consulting and 1% from other services.

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

1 unchanged sentence

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

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

During 2023 in Italy, approximately 93% of revenues were derived from our staffing/interim services, 3% from permanent recruitment services, 2% from outcome-based solutions and consulting and 2% from other services.

Northern Europe

Our largest operations in Northern Europe are in the United Kingdom, Germany, the Nordics and the Netherlands, providing a comprehensive suite of workforce solutions and services through Manpower, Experis, and Talent Solutions.

Our largest operations in Northern Europe are in the United Kingdom, the Nordics, Germany, the Netherlands and Belgium providing a comprehensive suite of workforce solutions and services through Manpower, Experis, and Talent Solutions.

Collectively, we operate through 285 branch offices in this region.

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

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

As of December 31, 2023, we conducted operations in the United Kingdom as Manpower, Experis and Talent Solutions through a network of 54 branch offices and also provided on-site services to clients who have significant permanent, temporary and contract recruitment requirements.

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

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

1 unchanged sentence

Brook Street operates as a local network of branches and competes primarily with local or regional independents.

Brook Street’s revenues are comprised of temporary and contract placements as well as permanent recruitment.

During 2023 in Northern Europe, approximately 84% of revenues were derived from our staffing/interim services, 4% from permanent recruitment services, 9% from outcome-based solutions and consulting and 3% from other services.

We operate through 121 branch offices in the Asia Pacific Middle East (APME) region.

The largest of these operations are located in Japan, Australia, India and Korea, all of which operate through branch offices.

The largest of these operations are located in Japan, India, Korea and Australia, all of which operate through branch offices.

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

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

During 2023 in this segment, approximately 77% of revenues were derived from our staffing/interim services, 5% from permanent recruitment services, 16% from outcome-based solutions and consulting and 2% from other services.

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

3 unchanged sentences

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

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

desire for more flexible working models and consolidation among clients and in the employment services industry itself.

We manage these trends by leveraging established strengths, including several of the employment services industry’s most recognized and respected brands;

It is a highly competitive industry, reflecting several trends in the global marketplace such as the increasing demand for skilled people, employers’ desire for more flexible working models and consolidation among clients and in the employment services industry itself, as well as low entry costs for small firms wishing to compete in the industry, especially at the local level.

We manage these trends by leveraging established strengths, including several of the employment services industry’s most recognized and respected brands;

geographic diversification;

4 unchanged sentences

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

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

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

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

The large national and multinational clients, on the other hand, will frequently enter into non-exclusive arrangements with several firms, with the ultimate choice among them being left to local managers.

On the other hand, the large national and multinational clients, which comprised approximately 60% of our revenues in 2023, will frequently enter into non-exclusive arrangements with several firms, with the ultimate choice among them being left to local managers.

As a result, employment services firms with a large network of offices compete most effectively for this business which generally has agreed-upon pricing or mark-up on services performed.

Legal Regulations

The employment services industry is closely regulated in all of the major markets in which we operate, except the United States and Canada.

The employment services industry is closely regulated in all of the major markets in which we operate, except the United States, the United Kingdom, Canada and Australia.

Employment services firms are generally subject to one or more of the following types of government regulation:

7 unchanged sentences

In most countries, workforce solutions and services firms are considered the legal employers of temporary and contract workers.

Therefore, laws regulating the employer/employee relationship, such as tax withholding or reporting, social security or retirement, health and other benefits, anti-discrimination and workers’

compensation, govern the firm.

Therefore, laws regulating the employer/employee relationship, such as tax withholding or reporting, social security or retirement, health and other benefits, anti-discrimination and workers’ compensation, govern the firm.

In many countries, particularly in continental Europe and Asia, entry into the employment services market is restricted by the requirement to register with, or obtain licenses from, a government agency.

4 unchanged sentences

In some countries, special taxes, fees or costs are imposed in connection with the use of temporary and contract workers.

For example, temporary and contract workers in France are entitled to a 10% allowance for the uncertain duration of employment, which is eliminated if a full-time position is offered to them within three days after assignment termination.

Our outplacement and consulting services generally are not subject to governmental regulation in the markets in which we operate.

In the United States, we are subject to various federal and state laws relating to franchising, principally the Federal Trade Commission’s Franchise Rules and analogous state laws which impact our agreements with our franchised operations.

These laws and related rules and regulations impose specific disclosure requirements.

6 unchanged sentences

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

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

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

In addition, we maintain other intangible property rights.

3 unchanged sentences

As described above, in most jurisdictions, we, as the employer of our temporary and contract workers or as otherwise required by applicable law, are responsible for employment administration.

This administration includes collection of withholding taxes, employer contributions for social security or its equivalent outside the United States, unemployment tax, workers’

compensation and fidelity and liability insurance, and other governmental requirements imposed on employers.

This administration includes collection of withholding taxes, employer contributions for social security or its equivalent outside the United States, unemployment tax, workers’ compensation and fidelity and liability insurance, and other governmental requirements imposed on employers.

In most jurisdictions where such benefits are not legally required, including the United States, we provide health and life insurance, paid holidays and paid vacations to qualifying temporary and contract employees.

6 unchanged sentences

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

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

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

Through our ESG report Working to Change the World , we report progress on our People & Prosperity pillar, where we are focused on being Creators of Talent at Scale, championing diversity, equity, inclusion and belonging, and improving employability and prosperity.

For 75 years, we have developed global insights on the issues and trends impacting organizations and individuals in today’s fast changing world of work.

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

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

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

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

the highest number in 16 years.

World Economic Forum, World Employment Confederation and Junior Achievement, among others), enable us to advance the global discussion around the future of work and future for workers.

These include the impact of digitization and generative AI, the green transition and shift in in-demand skills, exacerbating talent shortages, and the increased need for reskilling and upskilling.

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

We Seek to Create Talent at Scale.

18 unchanged sentences

We believe that diversity starts at the top.

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

Our Board of Directors has exceeded 30% gender diversity for more than 10 years, is as of December 31, 2023, 17% racially diverse and 42% non-US born.

Our Executive Leadership Team, which reports directly to the CEO, is 30% women, 40% racially diverse and 70% non-US born.

Our Global Leadership Team, the top 95 leaders in the company, is 34% women.

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

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

Gender diversity is our primary DEIB goal across all markets;

3 unchanged sentences

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

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

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

2 unchanged sentences

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

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

In 2023, we continued to broaden and deepen our investment through our Leadership Development Programs, incorporating the 3 E’s of our development philosophy:

Education, Exposure and Experience.

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

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

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

• For our Future Leader Program (FLP) that targets individual contributors wanting to take on their first managerial role, 198 employees completed this program in 2023 - and a total of 832 employees have completed the program since its inception in 2019.

• For our Accelerated Leadership Program (XLP) that targets current managers ready to move into bigger or more complex roles, 58 employees completed this program in 2023 - and a total of 90 employees have completed the program since it began in 2022.

• For our Strategic Leadership Program (SLP) that focuses on senior leaders to prepare them to move into the Global Leadership team, 20 employees completed program in 2023 and a total of 42 employees have completed the program since it began in 2022.

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

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

Strengthening our Culture

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

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

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

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

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

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

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

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

Encouraging active engagement among our workforce is important for nurturing a strong and inclusive culture.

We believe regular pulse surveys offer valuable insights into employee sentiments, spanning various areas such as the effectiveness of our People & Culture strategy, leadership assessments, ethics, values, and developmental opportunities.

In 2023, we furthered our Culture Matters initiative by refining and incorporating these behaviors into Our Standards.

Our business strategy guides our actions for achieving our goals, and the behaviors in Our Standards—Clarity, Care, and Grow— illustrate how we execute these strategies.

We believe our global leaders should provide clarity to our people and our clients, care about themselves and others through our people practices, and make decisions that grow our business and ourselves.

Our core belief is that for ManpowerGroup to be successful, each of us needs to be accountable to delivering on these at all levels of our organization.

Additionally, we remain committed to innovation and in 2023, we introduced a new survey platform with expanded data analytics capabilities.

Our first pulse survey targeted a small population of leaders within ManpowerGroup globally.

With a response rate of approximately 70%, and over 200 comments, leaders provided insight into how they view the strength of our strategy.

Ri sk Factors

3 unchanged sentences

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

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

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

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

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

You are cautioned not to place undue reliance on these forward-looking statements.

3 unchanged sentences

Risks in this section are grouped in the following categories:

(1) Company and Operational Risks;

(2) Strategic Risks;

(3) Financial and Market Risks;

and (4) Regulatory and Legal Risks.

(1) Company and Operational Risks; (2) Strategic Risks; (3) Financial and Market Risks; and (4) Regulatory and Legal Risks.

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

7 unchanged sentences

• Loss of key personnel;

Competition in labor markets limiting our ability to attract, train and retain the personnel necessary to meet our clients’

staffing needs;

• Competition in labor markets limiting our ability to attract, train and retain the personnel necessary to meet our clients’ staffing needs;

• Political unrest, natural disasters, health crises, infrastructure disruptions and other risks beyond our control;

39 unchanged sentences

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

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

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

Our profitability is sensitive to decreases in demand.

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

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

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

For example, our ability to achieve cost containment through reductions in our headcount may be impeded or slowed by applicable legal requirements to consult with employee representative bodies such as works councils.

In periods of decline, we may not be able to reduce selling and administrative expenses without negatively impacting the long-term potential of our branch network and brands.

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

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

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

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

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

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

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

Numerous countries have instituted sanctions and other penalties against Russia.

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

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

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

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

There is a risk that economic conditions in European markets or elsewhere may continue to be negatively impacted by geopolitical events.

In recent years these have included labor unrest, civil protest, heightened trade tensions, refugee crises, the ongoing conflict between Russia and Ukraine and, most recently, the ongoing conflict between Israel and Hamas.

We cannot predict the potential consequences arising from these conflicts and the further escalation of geopolitical tensions globally, including whether they could have an effect on the global economy and on our business and results of operations.

Geopolitical events could give rise to the imposition of further sanctions, regional or international expansion of current conflicts, instability in energy supplies, potential retaliatory action by governments, heightened cybersecurity threats, disruptions in the global supply chain, volatility in foreign exchange rates, and inflationary pressures.

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

17 unchanged sentences

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

Several of our global competitors, including The Adecco Group and Randstad, have very substantial marketing and financial resources, and may be better positioned in certain markets.

Several of our global competitors have very substantial marketing and financial resources, and may be better positioned in certain markets.

Portions of our industry may become increasingly commoditized, with the result that competition in key areas could become more focused on pricing.

2 unchanged sentences

This may worsen as clients increasingly take advantage of low-cost alternatives including using their own in-house resources rather than engaging a third party.

The increased availability and maturation of artificial intelligence (AI) tools may enable clients to use advanced automation capabilities in lieu of services provided by our employees, contractors and associates.

We could incur liabilities or suffer reputational damage from a cyberattack or improper disclosure or loss of personal or confidential data, and our use of data is subject to complex and ever-changing privacy and cybersecurity legal requirements that could negatively impact our business or subject us to claims and/or fines for non-compliance.

2 unchanged sentences

In engaging in these data-related activities, we rely on our own technology systems and software, and those of third-party vendors we use for a variety of processes, including, but not limited to cloud-based technology and systems, mobile technologies and social media.

Unauthorized access to, disclosure, modification, use or loss of personal data and/or confidential data may occur through a variety of methods.

Unauthorized access to, disclosure, modification, use or loss of personal or confidential data may occur through various methods.

These include, but are not limited to, ransomware, systems failure, employee negligence or malfeasance, fraud or misappropriation, or unauthorized access to or through our information systems, whether by our employees, vendors or third parties, including a cyberattack by hackers, members of organized crime and/or state-sponsored organizations, who may develop and deploy supply chain interruptions, social engineering attacks, viruses, worms or other malicious software programs, or obtain credentials to our systems through other unrelated cyberattacks.

6 unchanged sentences

We are prioritizing the resolution of security gaps that could lead to a loss of personal data or to other damage.

Despite our efforts to identify and address vulnerabilities in our systems, vulnerabilities in software products used by us are disclosed by our software providers on a daily basis, and attackers grow continuously more sophisticated in their attack methods, making it impossible to give assurance that our cybersecurity efforts will be successful.

There is a risk that our and our third-party vendors’

preventative security controls and practices will be inadequate to prevent unauthorized access to, disclosure of, or loss of personal and/or confidential data, or fraudulent activity, especially given that third party attacks have become more common.

Despite our efforts to identify and address vulnerabilities in our systems, vulnerabilities in software products used by us are disclosed by our software providers on a daily basis, and attackers grow continuously more sophisticated in their attack methods, which may additionally make use of AI technology, making it impossible to give assurance that our cybersecurity efforts will be successful.

There is a risk that our and our third-party vendors’ preventative security controls and practices will be inadequate to prevent unauthorized access to, disclosure of, or loss of personal and/or confidential data, or fraudulent activity, especially given that third party attacks have become more common.

In the past, our data has been exposed due to data security breaches at our third party vendors, but to date none of these incidents have had a material impact on our operations or financial results.

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

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

More of our employees are working from their homes or other remote locations than before the COVID-19 pandemic, which makes it more difficult for us to monitor their activities, the security of their work locations, insider threats, and data exfiltration.

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

2 unchanged sentences

Any additional services and offerings inevitably increase the potential for a cyberattack against us.

Further, data privacy and cybersecurity are subject to frequently changing laws and regulations, including the European Union’s General Data Protection Regulation (the “GDPR”), the EU Court of Justice’s opinion in the “Schrems II”

decision (which invalidated the EU-US Privacy Shield) and the California Privacy Rights Act (the “CPRA”), as well as additional legislation in place, or expected to become effective, in various U.S.

Further, data privacy and cybersecurity are subject to frequently changing laws and regulations, including the European Union’s General Data Protection Regulation (the “GDPR”), the California Privacy Rights Act (the “CPRA”), and additional legislation in place, or expected to become effective, in various U.S.

states and other countries.

2 unchanged sentences

Compliance with these obligations could reduce operational efficiency and increase our regulatory compliance costs, and failure to satisfy these requirements may lead to significant regulatory enforcement actions and/or large private litigation in the event of a security breach or other violation.

Under the GDPR, the maximum fine can be up to 4% of a company’s global revenue, and there is no maximum penalty under the CPRA.

In addition, our liability insurance might not be sufficient in scope or amount to cover us against claims and losses related to violations of data privacy and cybersecurity laws or security breaches, social engineering, cyberattacks and other related data disclosure, loss or breach.

5 unchanged sentences

Similarly, our business continuity and our margins could be adversely affected if we needed to replace one of our critical vendors for performance or economic reasons.

Our operations also depend significantly upon these vendors’

and our ability to protect our data and to ensure the availability of our servers, software applications and websites.

Despite our and our third-party vendors’

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

Our operations also depend significantly upon these vendors’ and our ability to protect our data and to ensure the availability of our servers, software applications and websites.

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

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

2 unchanged sentences

A loss or reduction in revenues from large client accounts could have a material adverse effect on our business.

Our client mix consists of both small- and medium-size businesses, which are based upon a local or regional relationship with our presence in each market, and large national and multinational client relationships.

These large national and multinational clients will frequently enter into non-exclusive arrangements with several firms, and the client is generally able to terminate their contract with us on short notice without penalty.

5 unchanged sentences

If we were to lose key personnel who have acquired significant experience in managing our business or managing companies on a global basis or in key markets, it could have a significant impact on our operations.

Intense competition may limit our ability to attract, train and retain the qualified personnel necessary for us to meet our clients’

staffing needs.

Intense competition may limit our ability to attract, train and retain the qualified personnel necessary for us to meet our clients’ staffing needs.

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

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

requirements in identifying an adequate number of associates.

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

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

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

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

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

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

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

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

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

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

2 unchanged sentences

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

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

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

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

5 unchanged sentences

Damage to our reputation could be difficult, expensive and time-consuming to repair, could make potential or existing clients reluctant to select us for new engagements, resulting in a loss of business, and could materially adversely affect our recruitment and retention efforts.

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

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

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

5 unchanged sentences

Existing laws of the various countries in which we provide services or solutions may offer only limited protection.

We rely upon a combination of trade secrets, confidentiality, license and other contractual agreements, and patent, copyright, and trademark laws to protect our intellectual property rights.

We rely upon a combination of trade secrets, confidentiality, license and other contractual agreements, and copyright, and trademark laws to protect our intellectual property rights.

We cannot be certain that the legal steps we are taking around the world are sufficient to protect our intellectual property rights and may not be adequate to prevent or deter infringement or other misappropriation of our intellectual property by competitors, former employees or other third parties.

10 unchanged sentences

Similarly, another aspect of our strategy to expand beyond our core staffing and employment services is through the sale of innovative workforce solutions designed to achieve higher operating margins.

Our higher-margin Right Management career management services have historically performed well in periods of downturn, and it is part of our business strategy that this counter-cyclical effect would help cushion our results in the event of a future period of decline.

However, in the event of a downturn, there can be no assurances that the margin contribution from Right Management would increase, or that it would significantly offset other declines we might experience in the business.

Additionally, our workforce solutions are often unique, non-repeatable and tailored to a client’s needs, and present costs, risks and complexity that may be difficult to calculate.

These solutions may be unprofitable if we are not able to accurately anticipate these costs and risks in our pricing for these solutions.

For example, we may fail to structure and price our solutions in a manner that properly compensates us to create an adequate delivery model, to adequately manage new solutions, or to obtain adequate insurance coverage in amount or scope to cover potential risks arising from such solutions.

Our business strategy also includes continuing efforts to transform how we use personnel and technology to enhance our delivery of services.

Our goal is to become a more agile and effective competitor, to reduce the cost of operating our business and to increase our operating profit and operating profit margin.

These efforts to transform how we do business may not be successful, and we may not succeed at reducing our operating costs or preventing the return of any costs that are eliminated.

Additionally, reductions in personnel and other changes could materially adversely affect our ability to effectively operate our business.

If, for these or other reasons, we are not successful in implementing our business strategy or achieving the anticipated results, our business, financial condition and results of operations could be materially adversely affected.

Our business strategy also includes continuing efforts to transform how we use personnel and technology to manage our financial administration and to enhance our delivery of services.

These projects are complex, and may consume considerable financial and personnel resources.

The goal of these transformation initiatives is to become a more agile and effective competitor, to reduce the cost of operating our business and to increase our operating profit and operating profit margin.

However, as these efforts may consume considerable resources, they may put pressure on our operating results or ability to address other priorities.

They may not be successful, may not be achieved within our timing and cost estimates, and may not ultimately reduce our operating costs or prevent the return of any costs that are eliminated.

Additionally, reductions in personnel and other changes emerging from these projects could materially adversely affect our ability to effectively operate our business.

If, for these or other reasons, we are not successful in implementing our business strategy or achieving the anticipated results of our transformation initiatives, our business, financial condition and results of operations could be materially adversely affected.

Our results of operations and ability to grow could be materially negatively affected if we cannot successfully keep pace with technological changes in the development and implementation of our services and solutions.

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

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

For example, rapid changes in the functionality and potential uses of AI, machine learning and robotics are having a significant impact on some of the industries we serve.

This technological disruption could also have significant and unforeseen consequences for the workforce services industry and for our business in particular, such as a reduced demand for our services or challenges to effective implementation of this technology.

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

This challenge is further complicated by rapidly evolving regulatory restrictions governing the permitted uses of artificial intelligence.

Additionally, our business is reliant on a variety of technologies, including those which support applicant on-boarding and tracking systems, order management, billing, payroll, and client data analytics.

1 unchanged sentence

Similarly, from time to time we make strategic commitments to particular technologies to recruit, manage or analyze our workforce or support our business, and there is a risk they will be unsuccessful.

Additionally, there are risks and uncertainties associated with our use of AI technologies which could expose us to regulatory, legal, reputational or financial harm.

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

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

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

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

3 unchanged sentences

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

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

• We may experience increased compliance burdens and costs in order to implement our initiatives, including those costs associated with any new legal or regulatory requirements (such as the EU Corporate Sustainability Reporting Directive), or voluntary standards and commitments, designed to mitigate climate change or address human capital management concerns.

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

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

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

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

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

(1) the availability and cost of low-carbon energy sources; (2) evolving regulatory requirements affecting ESG standards or disclosures; (3) the availability of vendors and other business partners that can meet our sustainability, diversity, and other standards; and (4) our ability to recruit, develop, and retain diverse talent.

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

1 unchanged sentence

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

From time to time, we make acquisitions of other companies or operating assets, including, in 2021, a significant acquisition of ettain group.

From time to time, we make acquisitions of other companies or operating assets, including a significant acquisition of ettain group, in 2021.

These activities involve significant strategic and operational risks, including:

6 unchanged sentences

• we may obtain insufficient indemnification from the selling parties for liabilities incurred by the acquired companies prior to the acquisitions;

acquisition transactions, and the integration of acquired entities, may result in a diversion of our management’s attention from other business concerns.

• acquisition transactions, and the integration of acquired entities, may result in a diversion of our management’s attention from other business concerns.

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

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

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

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

From time to time, we undertake dispositions via sales, franchises, joint ventures or other exit activities, and we may face risks related to such transactions.

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

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

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

We have engaged in such dispositions in the past, including the dispositions of our businesses in the Philippines in September 2023 and Russia and Hungary in January and December 2022, respectively.

We expect that we will continue to dispose of portions of our business that are not meeting our performance or strategic objectives.

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

4 unchanged sentences

Furthermore, there is the risk that we might lose customers, in particular multinational clients with operations in the exited countries or operations.

Additionally, if we choose to enter into a franchise arrangement for a third party to operate our business in the exited region using our trademarks and other licensed assets, we face potential counterparty and reputational risks arising from the franchisee’s operation of the business.

The reputational risks include the risk that marketplace participants, including clients, candidates and the media, may believe that we continue to control the operations of a divested or franchised business that operates utilizing our name or other trademarks.

2 unchanged sentences

Although we report our results of operations in United States dollars, the majority of our revenues and expenses are denominated in currencies other than the United States dollar, and unfavorable fluctuations in foreign currency exchange rates could have a material adverse effect on our reported financial results.

Highly inflationary economies of certain foreign countries, such as Argentina in 2018, can result in foreign currency devaluation, which may also negatively impact our reported financial results.

Highly inflationary economies of foreign countries can result in foreign currency devaluation, which may also negatively impact our reported financial results.

This occurred in Argentina and is likely to continue while the country attempts to stabilize its currency exchange rate going forward.

During 2023, approximately 84% of our revenues were generated outside of the United States, the majority of which were generated in Europe.

Furthermore, $986.5 million of our outstanding indebtedness as of December 31, 2022, was denominated in foreign currencies, including $956.6 million related to our Euro-denominated notes (€900.0 million).

Furthermore, $1,002.6 million of our outstanding indebtedness as of December 31, 2023 was denominated in foreign currencies, including $988.2 million related to our Euro-denominated notes (€900.0 million).

Increases or decreases in the value of the United States dollar against other major currencies, or the imposition of limitations on conversion of foreign currencies into United States dollars, could affect our revenues, operating profit and the value of balance sheet items denominated in foreign currencies.

Our exposure to foreign currencies, in particular the Euro, could have a material adverse effect on our reported results and shareholders’

equity, however, such fluctuations generally do not affect our cash flow or result in actual economic gains or losses unless we repatriate funds.

Our exposure to foreign currencies, in particular the Euro, could have a material adverse effect on our reported results and shareholders’ equity, however, such fluctuations generally do not affect our cash flow or result in actual economic gains or losses unless we repatriate funds.

Furthermore, the volatility of currencies may make year-over-year comparability of our financial results difficult.

5 unchanged sentences

Our working capital is primarily in the form of trade receivables which generally increase as sales increase.

One of the ways in which we measure our working capital is in terms of working capital as a percent of revenue with a focus on Days Sales Outstanding (“DSO”).

During periods of decline or uncertainty, our clients may slow the rate at which they pay their vendors, or they may become unable to pay their obligations.

17 unchanged sentences

If we are forced to refinance these borrowings on less favorable terms, our results of operations and financial condition could be materially adversely affected by increased costs and rates.

The lenders under our and our subsidiaries’

credit facilities may be unwilling or unable to extend credit to us on acceptable terms or at all.

The lenders under our and our subsidiaries’ credit facilities may be unwilling or unable to extend credit to us on acceptable terms or at all.

If our liquidity needs increase, we would expect to use our revolving credit facility, which is provided by a syndicate of banks.

26 unchanged sentences

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

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

These rules are to become effective beginning in 2024.

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

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

These rules become effective in some countries beginning in 2024.

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

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

2 unchanged sentences

For example, during 2023, the price of our common stock as reported on the New York Stock Exchange ranged from a high of $91.50 to a low of $67.09.

Our stock price can fluctuate as a result of a variety of factors, including factors listed in these “Risk Factors”

and others, many of which are beyond our control.

Our stock price can fluctuate as a result of a variety of factors, including factors listed in these “Risk Factors” and others, many of which are beyond our control.

These factors include:

9 unchanged sentences

Our clients have become more sophisticated in their contractual negotiation process and more detailed in defining their operational requirements, including requirements to use the client's form of agreement.

Our ability to deliver these solutions and provide the services required by our clients is dependent on our and our partners’

ability to meet our clients’

delivery requirements and schedules.

Our ability to deliver these solutions and provide the services required by our clients is dependent on our and our partners’ ability to meet our clients’ delivery requirements and schedules.

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

2 unchanged sentences

In many jurisdictions in which we operate, such as France, Italy, Germany, Japan and Mexico, the employment services industry is heavily regulated and scrutinized.

For example, in April 2021, new legislation was adopted in Mexico that affects many types of temporary placements under the country’s labor laws.

The new law broadly prohibits the provision of our traditional temporary staffing services, only allowing outsourced worker assignments for special, deliverables-based projects outside of the client’s core business activity.

For example, in 2021, new legislation was adopted in Mexico that affects many types of temporary placements under the country’s labor laws.

This has had a material adverse impact on our business in Mexico.

7 unchanged sentences

• create additional regulations that prohibit or restrict the types of employment services or categories of job roles that we may provide;

• expand governmental or regulatory scrutiny on the use of AI within the recruitment process;

• require new or additional benefits be paid to our associates;

1 unchanged sentence

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

adopt new COVID-19 regulations that impact our business;

• require us to obtain additional licensing to provide employment services;

12 unchanged sentences

The results of litigation and other legal proceedings are inherently uncertain, and adverse judgments or settlements in some, or all of these legal disputes may result in materially adverse monetary damages, fines, penalties or injunctive relief against us.

For example, through our direct interaction with our clients’

businesses and facilities, including functions and systems that are sensitive or critical to their core businesses, we may be exposed to operational, regulatory, reputational and other risks specific to their business, including data security risks.

For example, through our direct interaction with our clients’ businesses and facilities, including functions and systems that are sensitive or critical to their core businesses, we may be exposed to operational, regulatory, reputational and other risks specific to their business, including data security risks.

These risks may be reduced through contractual provisions that limit damages or mitigate our responsibility for losses caused by our assigned workers;

9 unchanged sentences

• classification of workers as employees or independent contractors;

• employee unionization and collective bargaining activity, which we have recently experienced with certain small employee groups;

• employment of undocumented or illegal workers;

issues relating to health and safety, including workers’

compensation;

• issues relating to health and safety, including workers’ compensation;

• employee benefits, including leave and healthcare coverage;

• errors and omissions relating to the performance of professional roles such as IT professionals, accountants, engineers and the like;

our workers’

misuse of proprietary information, misappropriation of funds, other criminal activity or torts or other similar claims.

• our workers’ misuse of proprietary information, misappropriation of funds, other criminal activity or torts or other similar claims.

We may incur fines and other losses or negative publicity with respect to the above risks.

In addition, some or all of these claims may give rise to litigation, which could be time-consuming to our management team and costly and could have a negative impact on our business regardless of the merits of the claim.

For example, in the past, we have devoted considerable time and expense to resolve several California-based “wage and hour”

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

For example, in the past, we have devoted considerable time and expense to resolve several California-based “wage and hour” claims that asserted deficiencies in our payroll practices, and we are often sued by plaintiffs in various other employment-related matters, including those seeking class action status in the US.

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

15 unchanged sentences

• requiring advance notice for shareholder proposals and director nominees.

In addition, the Wisconsin control share acquisition statute and Wisconsin’s “fair price”

and “business combination”

provisions, in addition to other provisions of Wisconsin law, limit the ability of an acquiring person to engage in certain transactions or to exercise the full voting power of acquired shares under certain circumstances.

In addition, the Wisconsin control share acquisition statute and Wisconsin’s “fair price” and “business combination” provisions, in addition to other provisions of Wisconsin law, limit the ability of an acquiring person to engage in certain transactions or to exercise the full voting power of acquired shares under certain circumstances.

As a result, offers to acquire us, which may represent a premium over the available market price of our common stock, may be withdrawn or otherwise fail to be realized.

2 unchanged sentences

Not applicable.

Cybersecurity

We have an enterprise-wide information security program designed to identify, protect, detect, and respond to and manage reasonably foreseeable cybersecurity risks and threats.

To protect our information systems from cybersecurity threats, we use various security tools that help prevent, detect, escalate, investigate, and remediate identified risks and security incidents in a timely manner.

We also maintain a third-party security program to identify, prioritize, assess, mitigate, and remediate third-party risks;

however, we often rely on the third parties we use to implement security programs commensurate with their risk, and we cannot ensure in all circumstances that their efforts will be successful.

We regularly assess risks from cybersecurity and technology threats and monitor our information systems for potential vulnerabilities.

We use a widely adopted risk quantification model to identify, measure and prioritize cybersecurity and technology risks and develop related security controls and safeguards.

We conduct regular reviews and tests of our information security controls and leverage audits by our internal audit team, tabletop exercises, penetration and vulnerability testing, red team exercises, and other exercises to evaluate the effectiveness of our information security program and improve our security measures and planning.

We also engage an independent industry recognized security service provider to conduct an annual red team assessment of our security controls, as well as third-party penetration testing of our information systems.

The results of these assessments are reported to senior management and the Audit Committee of the Board of Directors.

Our systems periodically experience directed attacks intended to lead to interruptions and delays in our operations and the services we provide to clients as well as loss, misuse or theft of personal information (candidates, associates, vendors, clients and employees) and other data, confidential information or intellectual property, and we have experienced data exposures in the past.

However, to date these incidents have not had a material impact on our services, information systems or business.

Any significant disruption to our services or access to our systems could result in a loss of clients and adversely affect our business and results of operation.

Further, a penetration of our information systems or a third-party’s information systems or other misappropriation or misuse of personal information could subject us to business, regulatory, litigation and reputation risk, which could have a negative effect on our business, financial condition, and results of operations.

See Item 1A of Part I, “Risk Factors,” under the heading “We could incur liabilities or suffer reputational damage from a cyberattack or improper disclosure or loss of personal or confidential data, and our use of data is subject to complex and ever-changing privacy and cybersecurity legal requirements that could negatively impact our business or subject us to claims and/or fines for non-compliance,” which should be read in conjunction with the information above.

The Chief Information Security Officer (CISO) leads our global information security organization responsible for overseeing the Company’s information security program.

Our CISO has over 25 years of industry experience, including serving in similar roles leading and overseeing cybersecurity programs at other public companies.

Team members who support our information security program have relevant educational and industry experience, including holding similar positions at various technology companies.

The global information security organization provides regular reports to senior management on various cybersecurity threats, assessments and findings.

The Audit Committee of the Board of Directors oversees our annual enterprise risk assessment, where we assess key risks within the company, including security and technology risks and cybersecurity threats.

The Audit Committee of the Board of Directors oversees our cybersecurity risk and regularly receives reports from our CISO on various cybersecurity matters, including risk assessments, mitigation strategies, areas of emerging risks, incidents and industry trends, and other areas of importance.

We own properties at various locations worldwide, none of which are material.

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 1. Business