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Item 5. Market for Registrant’s Common Equity

2024-02-16 compared with 2023-02-17 · 7 added, 1789 removed, 26 unchanged (99% of the section changed)

Market for Registrant’s Common Equity, Related Shar eholder Matters and Issuer Purchases of Equity Securities

Common Stock Listing and Trading

5 unchanged sentences

Issuer Purchases of Equity Securities

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

In August 2023 and August 2021, the Board of Directors authorized the repurchase of 5.0 million shares and 4.0 million shares of our common stock, respectively.

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 2023.

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

As of December 31, 2023, there were 4.6 million shares remaining authorized for repurchase under the 2023 authorization and no shares remaining authorized for repurchase under the 2021 authorization.

Total number of

11 unchanged sentences

December 1 - 31, 2023

(1) Represents shares of common stock withheld by ManpowerGroup to satisfy tax withholding obligations on shares acquired by certain officers in settlement of restricted stock.

(1) Includes 2,181 shares of common stock withheld by ManpowerGroup to satisfy tax withholding obligations on shares acquired by certain officers in settlement of restricted stock.

Performance Graph

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.

Set forth below is a graph for the periods ending December 31, 2018-2023 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 2% of the total market capitalization of the companies included in the index.

The graph assumes a $100 investment on December 31, 2018 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

1 unchanged sentence

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

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

Financial Measures —

Constant Currency And Organic Constant Currency

Changes in our financial results include the impact of changes in foreign currency exchange rates, acquisitions and dispositions.

We provide “constant currency”

and “organic constant currency”

calculations in this report to remove the impact of these items.

We express year-over-year variances that are calculated in constant currency and organic constant currency as a percentage.

When we use the term “constant currency,”

it means that we have translated financial data for a period into United States dollars using the same foreign currency exchange rates that we used to translate financial data for the previous period.

We believe that this calculation is a useful measure, indicating the actual growth of our operations.

We use constant currency results in our analysis of subsidiary or segment performance.

We also use constant currency when analyzing our performance against that of our competitors.

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.

Changes in foreign currency exchange rates primarily impact reported earnings and not our actual cash flow unless earnings are repatriated.

When we use the term “organic constant currency,”

it means that we have further removed the impact of acquisitions in the current period and dispositions from the prior period from our constant currency calculation.

We believe that this calculation is useful because it allows us to show the actual growth of our ongoing business.

The constant currency and organic constant currency financial measures are used to supplement those measures that are in accordance with United States Generally Accepted Accounting Principles (“GAAP”).

These Non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in our industry, as other companies may calculate such financial results differently.

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, are included in the Financial Measures section found in Item 7.

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

Results of Operations - For Years of Operation Ending December 31, 2022 and 2021

The financial discussion that follows focuses on 2022 results compared to 2021.

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 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 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:

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.

We continue to monitor expenses closely to ensure we maintain the benefit of our efforts to optimize our organizational and cost structures, while investing appropriately to support the ability of the business to grow in the future and enhance our productivity, technology and digital capabilities.

We are focused on managing costs as efficiently as possible in the short-term while continuing to progress transformational actions aligned with our strategic priorities.

Consolidated Results - 2022 compared to 2021

The following table presents selected consolidated financial data for 2022 as compared to 2021.

(in millions, except per share data)

Revenues from services

Cost of services

Gross profit margin

Selling and administrative expenses, excluding goodwill impairment charges

Goodwill impairment charges

Selling and administrative expenses

Selling and administrative expenses as a % of revenues

Operating profit

Operating profit margin

Net interest expense

Other expenses (income), net

Earnings before income taxes

Provision for income taxes

Effective income tax rate

Net earnings per share - diluted

Weighted average shares - diluted

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 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 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;

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.

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

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 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

We evaluate performance based on operating unit profit (“OUP”), which is equal to segment revenues less direct costs and branch and national headquarters operating costs.

This profit measure does not include goodwill and intangible asset impairment charges or amortization of intangible assets related to acquisitions, corporate expenses, interest and other income and expense amounts or income taxes.

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 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 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 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 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 4.7% 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%, 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

Constant Currency And Organic Constant Currency Reconciliation

Certain constant currency and organic constant currency percent variances are discussed throughout this report.

A reconciliation of these Non-GAAP percent variances to the percent variances calculated based on our annual GAAP financial results is provided below.

(See Constant Currency and Organic Constant Currency on page 30 for information.)

Amounts represent 2022

Percentages represent 2022 compared

(in millions)

Revenues from Services

United States

Other Americas

Southern Europe:

Other Southern Europe

Northern Europe

Intercompany Eliminations

ManpowerGroup

Gross Profit - ManpowerGroup

Operating Unit Profit

United States

Other Americas

Southern Europe:

Other Southern Europe

Northern Europe

Operating Unit Profit - ManpowerGroup

Cash Sources and Uses

Cash used to fund our operations is primarily generated through operating activities and provided by our existing credit facilities.

We believe our available cash and existing credit facilities are sufficient to cover our cash needs for the foreseeable future.

We assess and monitor our liquidity and capital resources globally.

We use a global cash pooling arrangement, intercompany lending, and some local credit lines to meet funding needs and allocate our capital resources among our various entities.

As of December 31, 2022, we had $554.3 million of cash held by foreign subsidiaries.

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, 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, 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.

Our principal ongoing cash needs are to finance working capital, capital expenditures, debt payments, interest expense, dividends, share repurchases and acquisitions.

Working capital is primarily in the form of trade receivables, which generally increase as revenues increase.

The amount of financing necessary to support revenue growth depends on receivables turnover, which differs in each market where we operate.

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 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 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 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 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 $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)

Long-term debt including interest

Short-term borrowings

Operating leases

Restructuring costs

Transition tax resulting from the Tax Act

Our liability for unrecognized tax benefits, including related interest and penalties, of $59.1 million is excluded from the commitments above as we cannot determine the years in which these positions might ultimately be settled.

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.

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).

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.

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.

Therefore, they have been excluded from our aggregate commitments identified above.

The cost of these guarantees and letters of credit was $1.7 million for 2022.

Total capitalization as of December 31, 2022 was $3,444.6 million, comprised of $986.5 million in debt and $2,458.1 million in equity.

Debt as a percentage of total capitalization was 29%, 31% and 31% as of December 31, 2022, 2021 and 2020, respectively.

On October 1, 2021, we acquired ettain group, one of the largest privately held IT resourcing and services providers in North America.

Effective that date, ettain group became part of our Experis business in the Americas segment.

The acquisition is intended to accelerate our strategy of diversifying our business mix into higher growth and higher value services.

The aggregate cash consideration paid was $930.9 million.

Of the total consideration paid, $925.0 million was for the acquired interests and the remaining $5.9 million was for excess working capital and cash.

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

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.

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, 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.

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.

The €500.0 million notes were issued at a price of 99.564% to yield an effective interest rate of 1.809%.

Interest on the €500.0 million notes is payable in arrears on June 22 of each year.

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.

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.

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.

"Financial Statements and Supplementary Data" for further information.)

Revolving Credit Agreement

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.

Under the Credit Agreement, a credit ratings-based pricing grid determines the facility fee and the credit spread that we add to the applicable interbank borrowing rate on all borrowings.

At our current credit rating, the annual facility fee is 10 basis points paid on the entire facility and the credit spread is 102.5 basis points on any borrowings.

A downgrade from both credit agencies would unfavorably impact our interest and facility fees and result in additional costs ranging from approximately $0.2 million to $0.5 million annually.

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.

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 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.

In addition to the previously mentioned facilities, we maintain separate bank credit lines with financial institutions to meet working capital needs of our subsidiary operations.

As of December 31, 2022, such uncommitted credit lines totaled $318.4 million, of which $288.5 million was unused.

Under the Credit Agreement, total subsidiary borrowings cannot exceed $300.0 million in the first, second and fourth quarters, and $600.0 million in the third quarter of each year.

Due to these limitations, additional borrowings of $270.1 million could have been made under these lines as of December 31, 2021.

Our long-term debt has a rating of Baa1 from Moody's Investor Services and BBB from Standard and Poor's, both with a stable outlook.

Both of the credit ratings are investment grade.

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.

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 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 ($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

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts.

A discussion of the more significant estimates follows.

Management has discussed the development, selection and disclosure of these estimates and assumptions with the Audit Committee of our Board of Directors.

Business Combinations

Assets acquired and liabilities assumed as part of a business acquisition are generally recorded at their fair value at the date of acquisition.

The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill.

Determining fair value of identifiable assets, particularly intangibles, requires management to make estimates, which are based on all available information and in some cases assumptions with respect to the timing and amount of future revenues and expenses associated with an asset.

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 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.

A change in the customer attrition rate of 250 basis points would result in a decrease of $66.0 million or an increase of $87.0 million in intangible assets, respectively, but would not result in a material change to future amortization expense.

Defined Benefit Pension Plans

We sponsor several qualified and nonqualified pension plans covering permanent employees.

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

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.

Pension expense is estimated to be approximately $15.0 million in 2023.

The calculations of annual pension expense and the pension liability required at year-end include various actuarial assumptions such as discount rates, expected rate of return on plan assets, compensation increases and employee turnover rates.

We review the actuarial assumptions on an annual basis and make modifications to the assumptions as necessary.

We review market data and historical rates, on a country-by-country basis, to check for reasonableness in setting both the discount rate and the expected return on plan assets.

We determine the discount rate based on an index of high-quality corporate bond yields and matched-funding yield curve analysis as of the end of each fiscal year.

The expected return on plan assets is determined based on the expected returns of the various investment asset classes held in the plans.

We estimate compensation increases and employee turnover rates for each plan based on the historical rates and the expected future rates for each respective country.

Changes to any of these assumptions will impact annual expense recorded related to the plans.

In determining the estimated 2023 pension expense for non-United States plans, we used a weighted-average discount rate of 3.2% compared to 1.0% for 2022, reflecting the current interest rate environment.

We have selected a weighted-average expected return on plan assets of 3.5% for the non-United States plans in determining the 2023 estimated pension expense compared to 2.2% used for the calculation of the 2022 pension expense.

Absent any other changes, a 25 basis point increase and decrease in the weighted-average discount rate would decrease or increase our 2023 consolidated pension expense by $0.6 million.

Absent any other changes, a 25 basis point increase or decrease in the weighted-average expected return on plan assets would decrease or increase our 2023 consolidated pension expense by $1.3 million.

Changes to these assumptions have historically not been significant in any jurisdiction for any reporting period, and no significant adjustments to the amounts recorded have been required in the past or are expected in the future.

(See Note 9 to the Consolidated Financial Statements found in Item 8.

"Financial Statements and Supplementary Data" for further information.)

The accounting guidance related to uncertain tax positions requires an evaluation process for all tax positions taken that involves a review of probability for sustaining a tax position.

If the probability for sustaining a tax position is more likely than not, which is a 50% threshold, then the tax position is warranted and the largest amount, based on cumulative probability, that is greater than 50% likely of being realized upon settlement is recognized.

An uncertain tax position, one which does not exceed the 50% threshold, will not be recognized in the financial statements.

We provide for income taxes on a quarterly basis based on an estimated annual tax rate.

In determining this rate, we make estimates about taxable income for each of our largest locations worldwide, as well as the tax rate that will be in effect for each location.

To the extent these estimates change during the year, or actual results differ from these estimates, our estimated annual tax rate may change between quarterly periods and may differ from the actual effective tax rate for the year.

Goodwill Impairment

We perform an annual impairment test of goodwill at our reporting unit 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 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 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.

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 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)

United States

United Kingdom

Estimated fair values

Carrying values

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

Significant Matters Affecting Results of Operations

We are exposed to the impact of foreign currency exchange rate fluctuations and interest rate changes.

Exchange Rates

Our exposure to foreign currency exchange rates relates primarily to our foreign subsidiaries and our Euro-denominated borrowings.

For our foreign subsidiaries, exchange rates impact the United States dollar value of our reported earnings, our investments in the subsidiaries and the intercompany transactions with the subsidiaries.

Approximately 82% of our revenues and profits are generated outside of the United States, with 44% generated from our European operations with a Euro-functional currency.

As a result, fluctuations in the value of foreign currencies against the United States dollar, particularly the Euro, may have a significant impact on our reported results.

Revenues and expenses denominated in foreign currencies are translated into United States dollars at the average exchange rates each month.

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 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’

The assets and liabilities of our non-United States subsidiaries are translated into United States dollars at the exchange rates in effect at year-end.

The resulting translation adjustments are recorded in shareholders’

equity as a component of accumulated other comprehensive loss.

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

Consequently, shareholders’

equity decreased by $116.3 million as a result of the foreign currency translation as of December 31, 2022.

If the United States dollar had strengthened an additional 10% as of December 31, 2022, resulting translation adjustments recorded in shareholders’

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

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 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’

equity, such fluctuations generally do not affect our cash flow or result in actual economic gains or losses.

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.

As of December 31, 2022, we had outstanding $956.6 million in principal amount of Euro-denominated notes (€900.0 million).

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, both net of tax, the related translation gains or losses are included as a component of accumulated other comprehensive loss.

Shareholders’

equity increased by $46.6 million, net of tax, due to changes in accumulated other comprehensive loss during 2022, due to the currency impact on these designated borrowings.

The hypothetical impact of the stated change in rates on 2022 total other comprehensive income (loss) for the Euro Notes and forward contracts is as follows:

2022 (in millions)

Market Sensitive Instrument

10% Depreciation in Exchange Rates

10% Appreciation in Exchange Rates

€500.0, 1.81% Notes due June 2026

€400.0, 3.50% Notes due June 2027

Forward contracts:

€(73.0) to $(78.1)

¥271.0 to $2.1

Interest Rates

Our exposure to market risk for changes in interest rates relates primarily to our variable rate long-term debt obligations.

We have historically managed interest rates through the use of a combination of fixed- and variable-rate borrowings.

As of December 31, 2022, we had the following fixed- and variable-rate borrowings:

(in millions)

Interest Rate (1)

Variable-rate borrowings

Fixed-rate borrowings

(1) The rates are impacted by currency exchange rate movements.

Impact of Economic Conditions

One of the principal attractions of using workforce solutions and service providers is to maintain a flexible supply of labor to meet changing economic conditions.

Therefore, the industry has been and remains sensitive to economic cycles.

To help minimize the effects of these economic cycles, we offer clients a continuum of services to meet their needs throughout the business cycle.

We believe that the breadth of our operations and the diversity of our service mix cushion us against the impact of an adverse economic cycle in any single country or industry.

However, adverse economic conditions in any of our largest markets, or in several markets simultaneously, would have a material impact on our consolidated financial results.

Recently Issued Accounting Standards

See Note 1 to the Consolidated Financial Statements found in Item 8.

"Financial Statements and Supplementary Data."

Financial Statemen ts and Supplementary Data

Index to Consolidated Financial Statements:

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020

Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020

Consolidated Statements of Shareholders’

Equity for the years ended December 31, 2022, 2021 and 2020

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on Internal Control over Financial Reporting

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

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).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control —

Integrated Framework (2013) issued by COSO.

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.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Milwaukee, Wisconsin

February 17, 2023

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements

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

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 —

Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 17, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

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 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

Critical Audit Matter Description

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 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.

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 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:

o Developing an independent range of fair values based on market multiples of similar companies and comparing this to the company’s estimated fair values.

o Testing the source information underlying the determination of the discount rate and the mathematical accuracy of the calculation.

o Developing a range of independent estimates of discount rates and comparing those to the discount rates 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

Milwaukee, Wisconsin

February 17, 2023

We have served as the Company's auditor since 2005.

CONSOLIDATED STATEM ENTS OF OPERATIONS

in millions, except per share data

Year Ended December 31

Revenues from services

Cost of services

Selling and administrative expenses, excluding goodwill impairment charges

Goodwill impairment charges

Selling and administrative expenses

Operating profit

Interest and other expenses, net

Earnings before income taxes

Provision for income taxes

Net earnings per share - basic

Net earnings per share - diluted

Weighted average shares - basic

Weighted average shares - diluted

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Year Ended December 31

Other comprehensive (loss) income:

Foreign currency translation

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 income taxes of $ 0.5 , $ 0.0 and $ 4.5 , respectively

Total other comprehensive (loss) income

Comprehensive income

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

CONSOLIDATED BALANCE SHEETS

in millions, except share and per share data

Current Assets

Cash and cash equivalents

Accounts receivable, less allowance for doubtful accounts of $ 109.3 and $ 121.6 , respectively

Prepaid expenses and other assets

Total current assets

Intangible assets, less accumulated amortization of $ 468.3 and $ 441.3 , respectively

Operating lease right-of-use asset

Total other assets

Property and Equipment

Land, buildings, leasehold improvements and equipment

accumulated depreciation and amortization

Net property and equipment

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities

Accounts payable

Employee compensation payable

Accrued liabilities

Accrued payroll taxes and insurance

Value added taxes payable

Short-term borrowings and current maturities of long-term debt

Total current liabilities

Other liabilities

Long-term debt

Long-term operating lease liability

Other long-term liabilities

Total other liabilities

Commitments and contingencies (Note 15)

Shareholders’

Preferred stock, $ .01 par value, authorized 25,000,000 shares, none issued

Common stock, $ .01 par value, authorized 125,000,000 shares, issued 118,028,009 and 117,762,065 shares, respectively

Capital in excess of par value

Retained earnings

Accumulated other comprehensive loss

Treasury stock at cost, 67,468,433 and 64,165,136 shares, respectively

Total ManpowerGroup shareholders' equity

Noncontrolling interests

Total shareholders’

Total liabilities and shareholders’

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

CONSOLIDATED STATEM ENTS OF CASH FLOWS

Year Ended December 31

Cash Flows from Operating Activities

Adjustments to reconcile net earnings to net cash provided by operating activities:

Depreciation and amortization

Loss on sales of subsidiaries, net

Non-cash goodwill and other impairment charges

Non-cash operating lease right-of-use assets impairment

Deferred income taxes

Provision for doubtful accounts

Share-based compensation

Change in operating assets and liabilities:

Accounts receivable

Other liabilities

Cash provided by operating activities

Cash Flows from Investing Activities

Capital expenditures

Acquisitions of businesses, net of cash acquired

Proceeds from the sale of subsidiaries and property and equipment

Cash used in investing activities

Cash Flows from Financing Activities

Net change in short-term borrowings

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

Payments to noncontrolling interests

Other share-based award transactions

Repurchases of common stock

Dividends paid

Cash used in financing activities

Effect of exchange rate changes on cash

Change in cash and cash equivalents

Cash and cash equivalents, beginning of year

Cash and cash equivalents, end of year

Supplemental Cash Flow Information

Cash paid during the period for:

Income taxes, net

Operating lease liabilities

Non-cash operating activity:

Right-of-use assets obtained in exchange for new operating lease liabilities

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’

in millions, except share and per share data

ManpowerGroup Shareholders

Capital in Excess of

Accumulated Other Comprehensive

Non-controlling

Balance, December 31, 2019

Other comprehensive gain

Issuances under equity plans

Share-based compensation expense

Dividends ($ 2.26 per share)

Repurchases of common stock

Noncontrolling interest transactions

Balance, December 31, 2020

Other comprehensive gain

Issuances under equity plans

Share-based compensation expense

Dividends ($ 2.52 per share)

Repurchases of common stock

Noncontrolling interest transactions

Balance, December 31, 2021

Other comprehensive loss

Issuances under equity plans

Share-based compensation expense

Dividends ($ 2.72 per share)

Repurchases of common stock

Noncontrolling interest transactions

Balance, December 31, 2022

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

NOTES T O CONSOLIDATED FINANCIAL STATEMENTS

in millions, except share and per share data

(1) Summary of Significant Accounting Policies

Nature of Operations

ManpowerGroup Inc.

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

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.

We specialize in permanent, temporary and contract recruitment and assessment;

training and development;

career management and workforce consulting services.

We provide services to a wide variety of clients, none of which individually comprise a significant portion of revenues for us as a whole.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period.

Actual results could differ from these estimates.

Basis of Consolidation

The Consolidated Financial Statements include our operating results and the operating results of all of our majority-owned subsidiaries and entities in which we have a controlling financial interest.

We have a controlling financial interest if we own a majority of the outstanding voting common stock and the noncontrolling shareholders do not have substantive participating rights, or we have significant control over an entity through contractual or economic interests in which we are the primary beneficiary.

We account for equity investments in companies over which we have the ability to exercise significant influence, but not control, using the equity method of accounting.

We recognize our ownership share of earnings of these equity method investments, amortization of basis differences, and related gains or losses in the Consolidated Financial Statements.

These investments, as well as certain other relationships, are also evaluated for consolidation under the accounting guidance on consolidation of variable interest entities.

These investments were $ 95.8 and $ 114.2 as of December 31, 2022 and 2021, respectively, and are included in other assets in the Consolidated Balance Sheets.

Included in shareholders’

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.

Our revenues are recorded net of any sales, value added or other taxes collected from our clients.

A performance obligation is a promise in a contract to transfer a distinct service to the client, and it is the unit of account in the accounting guidance for revenue recognition.

The majority of our contracts have a single performance obligation as the promise to transfer the individual services is not separately identifiable from other promises in our contracts and, therefore, is not distinct.

However, we have multiple performance obligations within our Recruitment Process Outsourcing (RPO) contracts as discussed below.

For performance obligations that we satisfy over time, revenues are recognized by consistently applying a method of measuring progress toward satisfaction of that performance obligation.

We generally utilize an input measure of time (e.g., hours, weeks, months) of service provided, which most accurately depicts the progress toward completion of each performance obligation.

We generally determine standalone selling prices based on the prices included in the client contracts, using expected costs plus margin or other observable prices.

The price as specified in our client contracts is generally considered the standalone selling price as it is an observable input that depicts the price as if sold to a similar client in similar circumstances.

Certain client contracts have variable consideration, including credits, sales allowances, rebates or other similar items that generally reduce the transaction price.

We estimate variable consideration using whichever method, either the expected value method or most likely amount method, better predicts the amount of consideration to which we will become entitled based on the terms of the client contract and historical evidence.

These amounts may be constrained and are only included in revenues to the extent we do not expect a significant reversal when the uncertainty associated with the variable consideration is resolved.

Our variable consideration amounts are not material, and we do not believe that there will be significant changes to our estimates.

Our client contracts generally include standard payment terms acceptable in each of the countries and territories in which we operate.

The payment terms vary by the type and location of our clients and services offered.

Client payments are typically due approximately 60 days after invoicing but may be a shorter or longer term depending on the contract.

Our client contracts are generally short-term in nature with a term of one year or less.

The timing between satisfaction of the performance obligation, invoicing and payment is not significant.

For certain services and client types, we may require payment prior to delivery of services to the client, for which deferred revenue is recorded.

In certain scenarios where a third-party vendor is involved in our revenue transactions with our clients, we evaluate whether we are the principal or the agent in the transaction.

In situations where we act as principal in the transaction, we control the performance obligation prior to transfer to the client, and we report the related amounts as gross revenues and cost of services.

When we act as agent in the transaction, we do not control the performance obligation prior to transfer to the client, and we report the related amounts as revenues on a net basis.

A majority of these agent transactions occur within our TAPFIN - Managed Service Provider (MSP) programs where our performance obligation is to manage our client’s contingent workforce, and we earn a commission based on the amount of staffing services that are managed through the program.

We are the agent in these transactions as we do not control the third-party providers' staffing services provided to the client through our MSP program prior to those services being transferred to the client.

For certain client contracts where we recognize revenues over time, we recognize the amount that we have the right to invoice, which corresponds directly to the value provided to the client of our performance to date.

As allowed under the guidance, we do not disclose the amount of unsatisfied performance obligations for client contracts with an original expected length of one year or less and those client contracts for which we recognize revenues at the amount to which we have the right to invoice for services performed.

We have other contracts with revenues expected to be recognized subsequent to December 31, 2022 related to remaining performance obligations, which are not material.

Accounts Receivable, Contract Assets and Contract Liabilities

We record accounts receivable when our right to consideration becomes unconditional.

Contract assets primarily relate to our rights to consideration for services provided that they are conditional on satisfaction of future performance obligations.

We record contract liabilities (deferred revenue) when payments are made or due prior to the related performance obligations being satisfied.

The current portion of our contract liabilities is included in accrued liabilities in our Consolidated Balance Sheets.

We do not have any material contract assets or long-term contract liabilities.

Our deferred revenue was $ 35.6 and $ 34.8 as of December 31, 2022 and 2021, respectively.

We recognized the entire amount of the deferred revenue balance as of December 31, 2021 as revenue during the year ended December 31, 2022 .

We expect to recognize the entire amount of deferred revenue balance as of December 31, 2022 as revenue in 2023.

Allowance for Doubtful Accounts

We have an allowance for doubtful accounts recorded as an estimate of the accounts receivable balance that may not be collected.

This allowance is calculated on an entity-by-entity basis with consideration for historical write-off experience, the current aging of receivables, market conditions and a specific review for potential bad debts.

Items that affect this balance mainly include bad debt expense and the write-off of accounts receivable balances.

Reclassifications

Bad debt expense is recorded as selling and administrative expenses in our Consolidated Statements of Operations.

Factors that would cause this provision to increase primarily relate to increased bankruptcies by our clients and other difficulties collecting amounts billed.

On the other hand, an improved write-off experience and aging of receivables would result in a decrease to the provision.

Advertising Costs

We expense production costs of advertising as they are incurred.

Advertising expenses were $ 29.6 , $ 28.1 and $ 22.2 in 2022, 2021 and 2020 , respectively.

Restructuring Costs

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.

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.

Changes in the restructuring reserve by reportable segment and Corporate are shown below:

Balance, December 31, 2020

Severance costs

Balance, December 31, 2021

Severance costs

Balance, December 31, 2022

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

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 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.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

We record a valuation allowance against deferred tax assets to reduce the assets to the amounts more likely than not to be realized.

Fair Value Measurements

The assets and liabilities measured and recorded at fair value on a recurring basis were as follows:

Fair Value Measurements Using

December 31, 2022

Quoted Prices

December 31, 2021

Quoted Prices

Deferred compensation plan assets

Cross-currency swaps

Foreign currency forward contracts

Cross-currency swaps

Foreign currency forward contracts

We determine the fair value of our deferred compensation plan assets, comprised of publicly traded securities, by using market quotes as of the last day of the period.

The fair value of the cross-currency swaps and foreign currency forward contracts are measured at the value based on a third party valuation model that performs a discounted cash flow analysis based on the terms of the contracts and market observable inputs such as current and forward interest rates and current and forward foreign exchange rates

The carrying values of cash and cash equivalents, accounts receivable, accounts payable and other current assets and liabilities approximate their fair values because of the short-term nature of these instruments.

The carrying value of our variable-rate long-term debt and revolving debt facility approximates fair value.

The fair value of the Euro-denominated notes, as observable at commonly quoted intervals (Level 2 inputs), was $ 921.7 and $ 1,064.0 as of December 31, 2022 and 2021 , respectively, compared to a carrying value of $ 956.6 and $ 1019.6 , respectively.

Goodwill and Other Intangible Assets

We had goodwill, finite-lived intangible assets and indefinite-lived intangible assets as follows:

December 31, 2022

December 31, 2021

Intangible assets:

Finite-lived:

Customer relationships

Indefinite-lived:

Tradenames (2)

Reacquired franchise rights

Total intangible assets

(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 .

The consolidated amortization expense related to intangibles was $ 37.1 , $ 24.2 and $ 27.2 in 2022, 2021 and 2020, respectively.

Amortization expense expected in each of the next five years related to acquisitions completed as of December 31, 2022 is as follows:

2023 - $ 34.6 , 2024 - $ 32.2 , 2025 - $ 30.2 , 2026 - $ 26.7 and 2027 - $ 26.1 .

The weighted-average useful lives of the customer relationships and other are approximately 14 and 4 years, respectively.

The tradenames have been assigned an indefinite life based on our expectation of renewing the tradenames, as required, without material modifications and at a minimal cost, and our expectation of positive cash flows beyond the foreseeable future.

Indefinite-lived reacquired franchise rights resulted from our franchise acquisitions in the United States, Switzerland and Canada.

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

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.

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 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 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.

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.

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

Capitalized software costs are amortized using the straight-line method over the estimated useful life of the software which ranges from 3 to 1 0 years.

T he net capitalized software balance of $ 47.7 and $ 38.2 as of December 31, 2022 and 2021, respectively, is included in other assets in the Consolidated Balance Sheets.

The higher balance as of December 31, 2022 is primarily due to additional technology investments.

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

A summary of property and equipment as of December 31 is as follows:

Furniture, fixtures, and autos

Computer equipment

Leasehold improvements

Property and equipment

Property and equipment are stated at cost and are depreciated using primarily the straight-line method over the following estimated useful lives:

buildings - up t o 40 years;

fu rniture, fixtures, autos and computer equipment - 3 to 16 years;

leasehold improvements - lesser of life of asset or expected lease term .

Expenditures for renewals and betterments are capitalized whereas expenditures for repairs and maintenance are charged to income as incurred.

Upon sale or disposition of property and equipment, the difference between the unamortized cost and the proceeds is recorded as either a gain or a loss and is included in our Consolidated Statements of Operations.

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.

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.

Our leases have remaining lease terms of 1 month to 11 years.

Our lease agreements may include renewal or termination options for varying periods that are generally at our discretion.

In our lease term, we only include those periods related to renewal options we are reasonably certain to exercise.

However, we generally do not include these renewal options as we are not reasonably certain to renew at the lease commencement date.

This determination is based on our consideration of certain economic, strategic and other factors that we evaluate at lease commencement date and reevaluate throughout the lease term.

Some leases also include options to terminate the leases, and we only include those periods beyond the termination date if we are reasonably certain not to exercise the termination option.

Some leasing arrangements require variable payments that are dependent on usage or may vary for other reasons, such as payments for insurance and tax payments.

The variable portion of lease payments is not included in our ROU assets or lease liabilities.

Rather, variable payments, other than those dependent upon an index or rate, are expensed when the obligation for those payments is incurred and are included in lease expenses recorded in selling and administrative expenses on the Consolidated Statements of Operations.

We have lease agreements with both lease and non-lease components that are treated as a single lease component for all underlying asset classes.

Accordingly, all expenses associated with a lease contract are accounted for as lease expenses.

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.

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

Derivative Financial Instruments

Derivative instruments are recorded on the balance sheet as either an asset or liability measured at their fair value.

If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings.

If the derivative is designated as a cash flow hedge, the effective portions of the changes in the fair value of the derivative are recorded as a component of accumulated other comprehensive loss and recognized in the Consolidated Statements of Operations when the hedged item affects earnings.

The ineffective portions of the changes in the fair value of cash flow hedges are recognized in earnings.

Foreign Currency Translation

Asset and liability accounts are translated at the current exchange rates and income statement items are translated at the average exchange rates each month.

The resulting translation adjustments are recorded as a component of accumulated other comprehensive loss, which is included in shareholders’

As of July 1, 2018, the Argentina economy was designated as highly-inflationary and was treated as such for accounting purposes.

A portion of our Euro-denominated notes is accounted for as a hedge of our net investment in our subsidiaries with a Euro-functional currency.

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

Shareholders’

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 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 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.

Noncontrolling interests, included in total sha reholders' equity in our Consolidated Balance Sheets, represent amounts related to majority-owned subsidiaries in which we have a controlling financial interest.

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

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

2021, and 2020 , respectively,

Cash and Cash Equivalents

Cash and cash equivalents comprise cash on hand, term deposits with banks and short-term highly-liquid financial investments that are readily convertible to known amounts of cash which are subject to insignificant risk of changes in value;

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

Accounting Standards Effective as of January 1, 2022

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 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 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.

Recently Issued Accounting Standards

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

The guidance added the contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with the revenue recognition standard.

The new guidance is effective for us as of January 1, 2023.

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

(2) Revenue Recognition

Revenue Service Types

The following is a description of our revenue service types, including Staffing and Interim, Outcome-Based Solutions and Consulting, Permanent Recruitment and Other services.

Staffing and Interim

Staffing and Interim services include the augmentation of clients’

workforce with our contingent employees performing services under the client’s supervision, which provides our clients with a source of flexible labor.

Staffing and Interim client contracts are generally short-term in nature, and we generally enter into contracts that include only a single performance obligation.

We recognize revenues over time based on a fixed amount for each hour of Staffing and Interim service provided as our clients benefit from our services as we provide them.

Outcome-Based Solutions and Consulting

Our Outcome-Based Solutions and Consulting services include utilizing consultants and contingent employees who are generally experts in a specific field advising the client to help find strategic solutions to specific matters or achieve a particular outcome.

Our services may also include managing certain processes and functions within the client’s organization.

We recognize revenues over time based on (i) our clients benefiting from our services as we are providing them, (ii) our clients controlling an asset as it is created or enhanced, or (iii) our performance not creating an asset with an alternative use and having an enforceable right to payment for the services we have provided to date.

We generally utilize an input measure of time for the service provided, which most accurately depicts the progress toward completion of these performance obligations.

Permanent Recruitment

Permanent Recruitment services include providing qualified candidates to our clients to hire on a permanent basis.

We recognize revenues for our Permanent Recruitment services at a point in time when we place the qualified candidate, because we have determined that control of the performance obligation has transferred to the client (i.e., service performed) as we have the right to payment for our service and the client has accepted our service of providing a qualified candidate to fill a permanent position.

Revenues recognized from our Permanent Recruitment services are based upon either a fixed fee per placement or as a percentage of the candidate’s salary.

Our RPO services are also included in our Permanent Recruitment revenues.

RPO services include the various activities of managing a client's permanent workforce, which can include candidate assessments, screening, conducting candidate interviews, providing sourcing technology, and providing our marketing and recruiting expertise.

We perform these activities to fulfill the overall obligation to provide permanent workforce management services, so they are not individually distinct, and therefore, we account for them as a single performance obligation.

We generally utilize an input measure of time in months, but we do have a few contracts for which we use labor hours of management services provided as this more accurately depicts the progress toward completion of the performance obligation.

We recognize revenues over time for each month of management services provided, as each month of management services is distinct, and the client benefits from each month of management services as we provide them.

For those contracts for which we use labor hours as the input measure, we recognize revenues over time based on a fixed amount for each labor hour of management services provided as our clients benefit from our services as we provide them.

We consider the RPO management services and placement services to be distinct, and therefore separate performance obligations within our RPO contracts as (i) our clients can benefit from each service on its own, and (ii) each service is separately identifiable within the client contract.

The prices as specified in our contracts will generally be broken out between management fees and placement fees, which we consider the standalone selling price of each service as they are the observable inputs which depict the prices as if they were sold to a similar client in similar circumstances.

The consideration from our client contracts is allocated to each performance obligation based on the relative standalone selling price.

Other Services

Other services include revenues from outplacement services, MSP services, training services and franchise fees.

Outplacement services include assisting our clients in managing their workforce transitions and their employees in managing career changes by developing additional skills and finding new employment.

We recognize revenues over time as we provide the service (i.e., transfer control of the performance obligation) using the input measure of hours of service to measure progress toward completion of the performance obligation.

MSP services include overall program management of our clients’

contingent workforce and generally include various activities such as reporting and tracking, supplier selection and management and order distribution, depending on each client contract.

We provide these services to fulfill the overall obligation of contingent workforce management services so the individual activities are not distinct and therefore we account for them as a single performance obligation.

We recognize revenues over time for each month of MSP services provided as each month of MSP services is distinct, and the client benefits from each month of MSP services as we provide them.

Training services include teaching skills that relate to specific competencies in order for our client’s workforce to acquire knowledge and develop skills proficiencies.

We recognize revenues over time for each hour of training service provided as our clients benefit from our services as we provide them.

Our franchise fees include the performance obligation of providing the right to use our intellectual property in a specifically defined exclusive territory as defined in a franchise agreement.

Our franchise agreements generally state that franchise fees are calculated based on a percentage of revenues earned by the franchise operations and are payable on a monthly basis.

As such, we record franchise fee revenues monthly over time calculated based on the specific fee percentage and the monthly revenues of the franchise operations.

Franchise fees were $ 15.7 , $ 15.3 and $ 14.1 for the years ended December 31, 2022, 2021 and 2020, respectively.

Disaggregation of Revenues

In the following table, revenue is disaggregated by service types and timing of revenue recognition and includes a reconciliation of the disaggregated revenues by reportable segment.

Year Ended December 31,

United States

Other Americas

Southern Europe:

Other Southern Europe

Northern Europe

Intercompany Eliminations

Year Ended December 31,

United States

Other Americas

Southern Europe:

Other Southern Europe

Northern Europe

Intercompany Eliminations

(3) Share-Based Compensation Plans

During 2022, 2021 and 2020, we recognized $ 37.6 , $ 36.8 and $ 24.2 , respectively, in share-based compensation expense related to stock options, deferred stock, restricted stock and performance share units, all of which is recorded in selling and administrative expenses.

Consideration received from share-based awards for 2022, 2021 and 2020 was $ 0.3 , $ 5.1 and $ 7.4 , respectively.

The income tax benefit recognized during 2022, 2021 and 2020 was $ 2.6 , $ 1.6 and $ 1.7 , respectively, for the United States share-based compensation and $ 1.3 , $ 1.6 and $ 1.3 , respectively, for non-United States share-based compensation.

We recognize compensation expense on grants of share-based compensation awards on a straight-line basis over the vesting period of each award.

Stock Options

All share-based compensation is granted under the 2011 Equity Incentive Plan of ManpowerGroup Inc.

(“2011 Plan”).

Options and stock appreciation rights are granted at a price not less than 100 % of the fair market value of the common stock at the date of grant.

Generally, options are granted with a ratable vesting period of up to four years and expire ten years from date of grant.

No stock 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:

Exercise Price

Intrinsic Value

(in millions)

Outstanding, January 1, 2020

Expired or cancelled

Outstanding, December 31, 2020

Exercisable, December 31, 2020

Outstanding, January 1, 2021

Expired or cancelled

Outstanding, December 31, 2021

Exercisable, December 31, 2021

Outstanding, January 1, 2022

Expired or cancelled

Outstanding, December 31, 2022

Exercisable, December 31, 2022

Options outstanding and exercisable as of December 31, 2022 were as follows:

Options Outstanding

Options Exercisable

Exercise Price

We recognized expense of $ 0.8 , $ 2.9 and $ 3.3 related to stock options for the years ended December 31, 2022, 2021 and 2020, respectively.

The total fair value of options vested during the same periods was $ 2.8 , $ 2.6 and $ 2.3 , respectively.

As of December 31, 2022, total unrecognized compensation cost was $ 0.7 , net of estimated forfeitures, which we expect to recognize over a weighted-average period of approximately 2.0 years.

We estimated the fair value of each stock option on the date of grant using the Black-Scholes option pricing model and the following assumptions:

Year Ended December 31

Average risk-free interest rate

Expected dividend yield

Expected volatility

Expected term (years)

The average risk-free interest rate is based on United States Treasury security rates corresponding to the expected term in effect as of the grant date.

The expected dividend yield is based on the expected annual dividend as a percentage of the market value of our common stock as of the grant date.

We determined expected volatility using a weighted average of daily historical volatility (weighted 75 %) of our stock price over the past five years and implied volatility (weighted 25 %) based upon exchange traded options for our common stock.

We believe that a blend of historical volatility and implied volatility better reflects future market conditions and better indicates expected volatility than considering purely historical volatility.

We determined the expected term of the stock options using historical data.

The weighted-average grant-date fair value per option granted during the year was $ 22.83 and $ 18.95 in 2021 and 2020, respectively.

Deferred Stock

Our non-employee directors may elect to receive deferred stock in lieu of part or all of their annual cash retainer otherwise payable to them.

The number of shares of deferred stock is determined pursuant to a formula set forth in the terms and conditions adopted under the 2011 Plan;

the deferred stock is settled in shares of common stock according to these terms and conditions.

During December 31, 2022, 2021 and 2020, there were 4,775 , 1,086 and 1,432 , respectively, shares of deferred stock awarded under this arrangement, all of which are vested.

Non-employee directors also receive an annual grant of deferred stock (or restricted stock, if they so elect) as additional compensation for board service.

The award vests in equal quarterly installments over one year and the vested portion of the deferred stock is settled in shares of common stock either 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.

We recognized expense of $ 1.8 , $ 1.7 and $ 1.3 related to deferred stock in 2022, 2021 and 2020, respectively.

Restricted Stock

We grant restricted stock and restricted stock unit awards to certain employees and to non-employee directors who may elect to receive restricted stock rather than deferred stock as described above.

Restrictions lapse over periods ranging up to six years , and in some cases upon retirement.

We value restricted stock awards at the closing market value of our common stock on the date of grant.

A summary of restricted stock activity is as follows:

Price Per Share

Intrinsic Value

(in millions)

Unvested, January 1, 2020

Unvested, December 31, 2020

Unvested, December 31, 2021

Unvested, December 31, 2022

During 2022, 2021 and 2020, there were 7,192 , 7,764 and 7,208 , respectively, shares of restricted stock granted to our non-employee directors, all of which are vested except for 1,258 shares granted in 2021 that were cancelled.

During 2022, 2021 and 2020, we recognized $ 19.1 , $ 15.6 and $ 15.7 , respectively, of expense related to restricted stock awards.

As of December 31, 2022, there was $ 16.8 of total unrecognized compensation cost related to unvested restricted stock, which we expect to recognize over a weighted-average period of approximately 2.0 years.

Performance Share Units

Our 2011 Plan allows us to grant performance share units.

We grant performance share units with a performance period ranging from one to three years .

Vesting of units occurs at the end of the performance period or after a subsequent holding period, except in the case of termination of employment where the units are forfeited immediately.

Upon retirement, a prorated number of units vest depending on the period worked from the grant date to retirement date or in certain cases all of the units vest.

In the case of death or disability, the units immediately vest at the Target Award level if the death or disability date is during the performance period, or at the level determined by the performance criteria met during the performance period if the death or disability occurs during the subsequent holding period.

The 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.

In the event the performance criteria falls below the Target Award level, a reduced number of shares, as low as the Threshold Award level, may be granted.

If the performance criteria falls below the Threshold Award level, no shares will be granted.

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

2021 (Regular)

2021 (Additional)

2022 (Regular)

2022 (Experis)

Grant Date(s)

February 15, 2019

February 14, 2020

February 12, 2021

February 11, 2022

Performance Period (years)

Vesting Date (1)

February 2022

February 2023

February 2024

February 2023

February 2025

Payout Levels (in units):

Threshold Award

Outstanding Award

Shares Issued in 2022

Payout Achieved

Over Performance Period

(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 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

ettain group Acquisition

On October 1, 2021, we acquired ettain group, one of the largest privately held IT resourcing and services providers in North America.

Effective that date, ettain group became part of our Experis business in the Americas segment.

The acquisition is intended to accelerate our strategy of diversifying our business mix into higher growth and higher value services.

The aggregate cash consideration paid was $ 930.9 .

Of the total consideration paid, $ 925.0 was for the acquired interests and the remaining $ 5.9 was for excess working capital and cash.

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

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

Cash and cash equivalents

Accounts receivable

Prepaid expenses and other assets

Operating lease right-of-use asset

Intangible assets subject to amortization, customer relationship

Accounts payable

Employee compensation payable

Accrued liabilities

Accrued payroll taxes and insurance

Value added taxes payable

Long-term operating lease liability

Other long-term liabilities

Total assets and liabilities

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.

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:

Year Ended December 31,

Revenues from services

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.

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, 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.

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.

(5) Income Taxes

The provision for income taxes was as follows:

Year Ended December 31

United States

Non-United States

Total current

United States

Non-United States

Total deferred

Total provision

A tax reconciliation between taxes computed at the United States federal statutory rate of 21 % and the consolidated effective tax rate is as follows:

Year Ended December 31

Income tax based on statutory rate

Increase (decrease) resulting from:

Non-United States tax rate difference:

French business tax (1)

Repatriation of non-United States earnings

State income taxes, net of federal benefit

Change in valuation allowance (3)

Work Opportunity Tax Credit (4)

Foreign-Derived Intangible Income deduction

Goodwill impairment (5)

Tax provision

(1) The French business tax is allowed as a deduction for French income tax purposes.

The gross amount of the French business tax was $ 31.2 , $ 33.7 and $ 55.3 for 2022, 2021 and 2020 , respectively.

The amounts in the table above of $ 24.6 , $ 26.7 and $ 43.7 for 2022, 2021 and 2020 , respectively, represent the French business tax expense net of the French tax benefit using the United States federal rate of 21 %.

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 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 %.

This includes benefits of $ 1.5 , $ 2.5 and $ 6.1 for 2022, 2021 and 2020, respectively, related to the difference between the United States federal rate and the French tax rate applied to the respective gross amounts of the French business tax deduction previously mentioned.

(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 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 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.

Temporary differences, which give rise to the deferred taxes, are as follows:

Future Income Tax Benefits (Expense)

Accrued payroll taxes and insurance

Employee compensation payable

Pension and postretirement benefits

Intangible assets

Repatriation of non-United States earnings

Loans denominated in foreign currencies

Operating lease ROU assets

Operating lease liabilities

Net operating losses

Valuation allowance

Total future tax benefits

Deferred tax asset

Deferred tax liability

Total future tax benefits

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 $ 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, 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.

We had United States federal and non-United States net operating loss carryforwards and United States state net operating loss carryforwards totaling $ 651.4 and $ 141.3 , respectively, as of December 31, 2022.

The net operating loss carryforwards expire as follows:

United States

No expirations

Total net operating loss carryforwards

We have recorded a deferred tax asset of $ 128.9 as of December 31, 2022 , for the benefit of these net operating losses.

Realization of this asset is dependent on generating sufficient taxable income prior to the expiration of the loss carryforwards.

A related valuation allowance of $ 111.8 was recorded as of December 31, 2022, as management believes that realization of certain net operating loss carryforwards is unlikely.

We had gross unrecognized tax benefits related to various tax jurisdictions, including interest and penalties, of $ 81.6 , $ 71.8 and $ 64.5 in 2022, 2021 and 2020, respectively.

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

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.

We accrued net interest and penalties of $ 0.8 , $ 0.9 and $ 0.0 in 2022, 2021 and 2020, respectively.

The following table summarizes the activity related to our unrecognized tax benefits during 2022, 2021 and 2020:

Gross unrecognized tax benefits, beginning of year

Increases in prior year tax positions

Decreases in prior year tax positions

Increases for current year tax positions

Expiration of statute of limitations and audit settlements

Gross unrecognized tax benefits, end of year

Potential interest and penalties

Balance, end of year

We conduct business globally in various countries and territories.

We are routinely audited by the tax authorities of the various tax jurisdictions in which we operate.

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, 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

The calculation of net earnings per share - basic and net earnings per share - diluted were as follows:

Year Ended December 31

Net earnings available to common shareholders:

Weighted-average common shares outstanding (in millions):

Weighted-average common shares outstanding - basic

Effect of dilutive securities - stock options

Effect of other share-based awards

Weighted-average common shares outstanding - diluted

Net earnings per share - basic

Net earnings per share - diluted

There were 0.5 million, 0.1 million and 0.6 million share-based awards excluded from the calculation of net earnings per share - diluted for the years ended December 31, 2022, 2021 and 2020, respectively, because their impact was anti-dilutive.

Changes in the carrying value of goodwill by reportable segment and Corporate were as follows:

Corporate (3)

Balance, January 1, 2021

Currency impact and other

Balance, December 31, 2021

Impairment Charge (5)

Currency impact and other

Balance, December 31, 2022

(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 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.

Balances related to Italy were $ 4.2 , $ 3.9 and $ 3.7 as of January 1, 2021, December 31, 2021 and December 31, 2022 , respectively.

(3) The majority of the Corporate balance as of December 31, 2021 and 2022 relates to goodwill attributable to our acquisitions of Right Management ($ 62.1 ) and Jefferson Wells ($ 55.5 ).

Jefferson Wells is part of the United States reporting unit.

Right Management is allocated to the reporting units of the countries in which Right Management operates.

For purposes of monitoring our total assets by segment, we do not allocate the Corporate balance to the respective reportable segments as this is commensurate with how we operate our business.

We do, however, include these balances within the appropriate reporting units for our goodwill impairment testing.

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

(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.

Goodwill balances by reporting unit were as follows:

United States

United Kingdom

Other reporting units

Total goodwill

Information concerning short-term borrowings is as follows:

Short-term borrowings

Weighted-average interest rates

We maintain separate bank credit lines with financial institutions to meet working capital needs of our subsidiary operations.

As of December 31, 2022 , such uncommitted credit lines totaled $ 318.4 , of which $ 288.5 was unused.

Under our revolving credit agreement, total subsidiary borrowings cannot exceed $ 300.0 in the first, second and fourth quarters, and $ 600.0 in the third quarter of each year.

Due to these limitations, additional borrowings of $ 270.1 could have been made under these lines as of December 31, 2022.

A summary of long-term debt is as follows:

Euro-denominated notes:

500.0 due June 2026

400.0 due June 2027

Revolving Credit Agreement

Less current maturities

Long-term debt

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 “€

500.0 notes”).

The net proceeds from the €500.0 notes of €

495.7 were used to repay our €

350.0 notes due June 22, 2018, with the remaining balance used for general corporate purposes, which included share repurchases.

The €500.0 notes were issued at a price of 99.564 % to yield an effective interest rate of 1.809 %.

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 rank equally with all of the Company’s existing and future senior unsecured debt and other liabilities.

Both the €

500.0 notes and €

400.0 notes contain certain customary non-financial restrictive covenants and events of default and are unsecured senior obligations and rank equally with all of our existing and future senior unsecured debt and other liabilities.

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

(See Note 12 to the Consolidated Financial Statements for further information.)

Revolving Credit Agreement

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 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.

At our current credit rating, the annual facility fee is 10 basis points paid on the entire facility and the credit spread is 102.5 basis points on any borrowings.

Debt Maturities

The maturities of long-term debt payable within each of the four years subsequent to December 31, 2023 are as follows:

2024 - $ 0.0 , 2025 - $ 0.0 , 2026 - $ 535.8 , 2027 - $ 424.1 .

(9) Retirement and Deferred Compensation Plans

For all of our United States defined benefit and retiree health care plans, we adopted the Society of Actuaries’

Pri-2012 Mortality Table with MP-2021 Mortality Improvement Scale in determining the plans’

benefit obligations as of December 31, 2022.

Defined Benefit Pension Plans

We sponsor several qualified and nonqualified pension plans covering permanent employees.

In 2020, we fully settled our United States Qualified Retirement Plan (the “Plan”) liability.

We purchased annuities of $ 19.2 and settled lump sum payments of $ 3.2 from the Plan in January and February 2020, respectively.

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.

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 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:

United States Plans

Non-United States Plans

Year Ended December 31

Change in Benefit Obligation

Benefit obligation, beginning of year

Interest cost

Actuarial gain

Plan participant contributions

Benefits paid

Currency exchange rate changes

Benefit obligation, end of year

United States Plans

Non-United States Plans

Year Ended December 31

Change in Plan Assets

Fair value of plan assets, beginning of year

Actual return on plan assets

Plan participant contributions

Company contributions

Benefits paid

Currency exchange rate changes

Fair value of plan assets, end of year

Funded Status at End of Year

Funded status, end of year

Amounts Recognized

Noncurrent assets

Current liabilities

Noncurrent liabilities

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:

United States Plans

Non-United States Plans

Year Ended December 31

Prior service cost

The accumulated benefit obligation (ABO) for all qualified defined benefit pension plans was $ 629.0 and $ 891.7 as of December 31, 2022 and 2021 , respectively.

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

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.

The PBO for some of our plans exceeded the fair value of plan assets as follows:

Projected benefit obligation

By their nature, certain of our plans do not have plan assets.

The accumulated benefit obligation for these plans was $ 74.9 and $ 104.2 as of December 31, 2022 and 2021, respectively.

The components of the net periodic benefit cost and other amounts recognized in other comprehensive income (loss) for all plans were as follows:

Year Ended December 31

Net Periodic Benefit Cost

Interest cost

Expected return on assets

Prior service cost

Net periodic benefit cost

Other Changes in Plan Assets and Benefit Obligation Recognized in Other Comprehensive Income/Loss

Net (gain) loss

Prior service (credit) cost

Amortization of net loss

Amortization of prior service cost

Total recognized in other comprehensive income/loss

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:

United States Plans

Non-United States Plans

Year Ended December 31

Discount rate

Rate of compensation increase

The weighted-average assumptions used in the measurement of the net periodic benefit cost were as follows:

United States Plans

Non-United States Plans

Year Ended December 31

Discount rate

Expected long-term return on plan assets

Rate of compensation increase

Interest crediting rates for cash balance plans

We determine our assumption for the discount rate based on an index of high-quality corporate bond yields and matched-funding yield curve analysis as of the end of each fiscal year.

Our overall expected long-term rate of return used in the measurement of the 2022 net periodic benefit cost on non-United States plans varied by country and ranged from 0.5 % to 3.0 %.

For a majority of our plans, a building block approach has been employed to establish this return.

Historical markets are studied and long-term historical relationships between equity securities and fixed income instruments are preserved consistent with the widely accepted capital market principle that assets with higher volatility generate a greater return over time.

Current market factors such as inflation and interest rates are evaluated before long-term capital market assumptions are determined.

The long-term portfolio return is established with proper consideration of diversification and rebalancing.

We also use guaranteed insurance contracts for four of our foreign plans.

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 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.

Our plans’

investment policies are to optimize the long-term return on plan assets at an acceptable level of risk and to maintain careful control of the risk level within each asset class.

Our long-term objective is to minimize plan expenses and contributions by outperforming plan liabilities.

We have historically used a balanced portfolio strategy based primarily on a target allocation of equity securities and fixed-income instruments, which vary by location.

These target allocations, which are similar to the 2022 allocations, are determined based on the favorable risk tolerance characteristics of the plan and, at times, may be adjusted within a specified range to advance our overall objective.

The fair values of our Level 1 and Level 2 pension plan assets are primarily determined by using market quotes and other relevant information that is generated by market transactions involving identical or comparable assets.

Insurance contracts and annuity contracts are measured at the present value of expected future benefit payments primarily using associated interest curves.

Hedge funds consist of a number of diversified funds including those investing in international securities, equity and private partnership interests valued using market available data and various models and assumptions.

The fair value of our pension plan assets by asset category was as follows:

Fair Value Measurements Using

December 31, 2022

Quoted Prices

in Active Markets for

Identical Assets

Significant Other

Observable Inputs

Significant Unobservable Inputs

Asset Category

Cash and cash equivalents

Equity securities:

Fixed income instruments:

Fixed income funds

Annuity contract

Guaranteed insurance contracts

Other types of investments:

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

Cash and cash equivalents

Equity securities:

Fixed income instruments:

Fixed income funds

Annuity contract

Guaranteed insurance contracts

Other types of investments:

Insurance contracts

Real estate funds

The following table summarizes the changes in fair value of the pension assets that are measured using Level 3 inputs.

We determined that transfers between fair-value-measurement levels occurred on the date of the event that caused the transfer.

Year Ended December 31

Balance, beginning of year

Actual return on plan assets

Purchases, sales and settlements, net

Currency exchange rate changes

Balance, end of year

Retiree Health Care Plan

We provide medical and dental benefits to certain eligible retired employees in the United States.

Due to the nature of the plan, there are no plan assets.

The reconciliation of the changes in the plan’s benefit obligation and the statement of the funded status of the plan were as follows:

Year Ended December 31

Change in Benefit Obligation

Benefit obligation, beginning of year

Interest cost

Actuarial (gain) loss

Benefits paid

Benefit obligation, end of year

Funded Status at End of Year

Funded status, end of year

Amounts Recognized

Current liabilities

Noncurrent liabilities

Net amount recognized

The amount recognized in accumulated other comprehensive loss, net of tax, consists of a net loss of $ 0.5 and $ 2.2 as of December 31, 2022 and 2021 , respectively, and a prior service credit of $ 1.7 and $ 2.3 as of December 31, 2022 and 2021, respectively.

The discount rate used in the measurement of the benefit obligation was 5.1 % and 2.6 % in 2022 and 2021 , respectively.

The discount rate used in the measurement of net periodic benefit cost was 2.6 %, 2.2 % and 3.0 % in 2022, 2021, and 2020, respectively.

The components of net periodic benefit cost and other amounts recognized in other comprehensive loss for this plan were as follows:

Year Ended December 31

Net Periodic Benefit Credit

Interest cost

Prior service credit

Net periodic benefit credit

Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income/Loss

Net (gain) loss

Amortization of net loss

Amortization of prior service credit

Total recognized in other comprehensive income/loss

Total recognized in net periodic benefit cost and other comprehensive income/loss

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.

Assumed health care cost trend rates are not expected to have a material effect on the amounts reported.

Future Contributions and Payments

During 2023 , we plan to contribute approximately $ 16.0 to our pension plans and to fund our retiree health care payments as incurred.

Projected benefit payments from the plans as of December 31, 2022 were estimated as follows:

Pension Plans

Retiree Health

2028–2032

Total projected benefit payments

Defined Contribution Plans and Deferred Compensation Plans

We have defined contribution plans covering substantially all permanent United States employees and various other employees throughout the world.

With our company-sponsored plans, employees may elect to contribute a portion of their salary to the plans and we match a portion of their contributions up to a maximum percentage of the employee’s salary.

In addition, profit sharing contributions are made if a targeted earnings level is reached at management’s discretion.

The total expense for our match and any profit sharing contributions was $ 18.4 , $ 17.3 and $ 16.6 for the years ended December 31, 2022, 2021 and 2020, respectively.

In certain countries with statutory defined contribution plans, we pay a percentage of the employees' salary in pension premiums.

The total expense for the statutory defined contribution plans was $ 31.4 , $ 32.2 and $2 7.5 for the years ended December 31, 2022, 2021 and 2020, respectively.

We also have deferred compensation plans in the United States.

One of the plans had an asset and liability of $ 114.4 and $ 136.9 as of December 31, 2022 and 2021 , respectively, with the remaining plans holding immaterial amounts of assets and liabilities.

(10) Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss, net of tax, were as follows:

Foreign currency translation

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, Net

Interest and other expenses, net consisted of the following:

Year Ended December 31

Interest expense

Interest income

Foreign exchange loss

Miscellaneous (income) expenses, net

Interest and other expenses, net

(12) Derivative Financial Instruments

We are exposed to various market risks relating to our ongoing business operations.

The primary market risks, which are managed using derivative instruments, are foreign currency exchange rate risk and interest rate risk.

In certain circumstances, we enter into cross-currency swaps and foreign currency forward exchange contracts (“forward contracts”) to reduce the effects of fluctuating foreign currency exchange rates on our cash flows denominated in foreign currencies.

Our exposure to market risk for changes in interest rates relates primarily to our long-term debt obligations.

We have historically managed interest rate risk through the use of a combination of fixed and variable rate borrowings.

Net Investment Hedges

We use cross-currency swaps, forward contracts and a portion of our foreign currency denominated debt, a non-derivative financial instrument, to protect the value of our net investments in certain of our foreign subsidiaries.

For derivative instruments that are designated and qualify as hedges of our net investments in foreign operations, the changes in fair values of the derivative instruments are recognized in foreign currency translation adjustments, a component of accumulated other comprehensive loss (“AOCL”), to offset the changes in the values of the net investments being hedged.

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 ($ 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 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,

Cross-currency swaps

Cash Flow Hedges

We use cross-currency swaps to hedge the changes in cash flows of certain of our foreign currency denominated debt due to changes in foreign currency exchange rates.

For our cross-currency swaps, we record the change in carrying value of the foreign currency denominated debt due to changes in exchange rates into earnings each period.

The changes in fair value of the cross-currency swap derivatives are recorded in other comprehensive income (“OCI”) with an immediate reclassification into earnings for the change in fair value attributable to fluctuations in foreign currency exchange rates.

In April 2019, we entered into a cross-currency swap agreement to convert our intercompany fixed-rate, CHF denominated 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 agreement is to eliminate the uncertainty of cash flows in CHF associated with the note by fixing the principal at €

202.3 with a fixed annual interest rate of 1.256 %.

This hedging arrangement has been designated as a cash flow hedge.

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 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:

Gain (Loss) Reclassified

Gain Recognized in OCI

from AOCL into Income

Year Ended December 31,

Location of Gain Reclassified

Year Ended December 31,

from AOCL into Income

Cross-currency swaps

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

We also use certain derivatives, which are not designated as hedging instruments, as economic hedges of foreign currency and interest rate exposure.

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.

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 (Loss) Recognized in Income

Recognized in Income

Year Ended December 31,

Foreign currency forward contracts

Interest and other expenses (income), net

Derivative and Non-Derivative Assets and Liabilities

The following tables present the fair value of derivative and non-derivative assets and liabilities on the Consolidated Balance Sheets as of December 31, 2022, and 2021:

Balance Sheet Location

Instruments designated as cash flow hedges:

Cross-currency swaps

Accounts Receivable, net

Instruments designated as fair value hedges:

Cross-currency swaps

Accounts Receivable, net

Instruments not designated as hedges:

Foreign currency forward contracts

Accounts Receivable, net

Total instruments

Balance Sheet Location

Instruments designated as net investment hedges:

Euro Notes due in 2022

Short-term borrowings and current maturities of long-term debt

Euro Notes due in 2026

Long-term debt

Euro Notes due in 2027

Long-term debt

Cross-currency swaps

Accrued liabilities

Instruments not designated as hedges:

Foreign currency forward contracts

Accrued liabilities

Total instruments

The fair value measurements of these items recorded in our Consolidated Balance Sheets for the years ended December 31, 2022 and 2021 are disclosed in Note 1 to the Consolidated Financial Statements.

The components of lease expense were as follows:

Year Ended December 31,

Operating lease expense

Short-term lease expense

Other lease expense (1)

Total lease expense

(1) Other lease expense includes variable lease expense and sublease income.

Other information related to leases was as follows:

Year Ended December 31,

Supplemental Cash Flow Information

Cash paid for amounts included in the measurement of operating lease liabilities

Operating ROU assets obtained in exchange for lease obligations

Supplemental Balance Sheet Information

Operating Leases

Operating lease ROU assets

Operating lease liabilities - current (1)

Operating lease liabilities - long-term

Total operating lease liabilities

(1) Operating lease liabilities - current are included in accrued expenses on our Consolidated Balance Sheets.

Weighted Average Remaining Lease Term

Operating leases

Weighted Average Discount Rate

Operating leases

Maturities of operating lease liabilities as of December 31, 2022 were as follows:

Period Ending December 31, 2022

Operating Leases

Total future undiscounted lease payments

Less imputed interest

Total operating lease liabilities

(14) Segment Data

We are organized and managed primarily on a geographic basis.

Each country and business unit generally has its own distinct operations and management team, providing services under our global brands and maintains its own financial reports.

We have an executive sponsor for each global brand who is responsible for ensuring the integrity and consistency of delivery locally.

Each operation reports directly or indirectly through a regional manager to a member of executive management.

Given this reporting structure, we operate using the following reporting segments:

Americas, which includes United States and Other Americas;

Southern Europe, which includes France, Italy and Other Southern Europe;

Northern Europe;

The segments derive a significant majority of their revenues from our staffing and interim services.

The remaining revenues within these segments are derived from our outcome-based solutions and consulting services, permanent recruitment services, outplacement services, talent management services and other services.

Segment revenues represent sales to external clients.

We provide services to a wide variety of clients, none of which individually comprise a significant portion of revenues for us as a whole.

Due to the nature of our business, we generally do not have export sales.

Total assets for the segments are reported after the elimination of investments in subsidiaries and intercompany accounts.

Year Ended December 31

Revenues from Services

United States (a)

Other Americas

Southern Europe:

Other Southern Europe

Northern Europe

Intercompany Eliminations

Consolidated (a)

Operating Unit Profit (Loss)

United States

Other Americas

Southern Europe:

Other Southern Europe

Northern Europe

Corporate expenses

Goodwill impairment charges

Intangible asset amortization expense (b)

Operating profit

Interest and other expenses, net

Earnings before income taxes

(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

Depreciation and Amortization Expense

United States

Other Americas

Southern Europe:

Other Southern Europe

Northern Europe

Corporate expenses

Intangible asset amortization expense (a)

(a) Intangible asset amortization related to acquisitions is excluded from operating costs within the reportable segments and corporate expenses, and shown separately.

As of December 31

United States

Other Americas

Southern Europe:

Other Southern Europe

Northern Europe

Corporate (a)

(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

United States

Other Americas

Southern Europe:

Other Southern Europe

Northern Europe

(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’

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.

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.

Changes in and Disagreements with Acco untants on Accounting and Financial Disclosure

Not applicable.

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