What changed in this filing

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Item 1. Business

2025-02-19 compared with 2024-02-16 · 99 added, 81 removed, 592 unchanged (23% of the section changed)

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Through our network of over 2,100 offices in approximately 75 countries and territories, we put millions of people to work each year with our global, multinational and local clients across all major industry segments.

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

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

We power the future of work.

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

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

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

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

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

Our website address is www.manpowergroup.com .

Our website is www.manpowergroup.com .

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

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• our outside director stock ownership guidelines;

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

• our regular updates on sustainability.

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

Requests may be made by writing to Richard Buchband, Secretary, ManpowerGroup, 100 Manpower Place, Milwaukee, Wisconsin 53212.

Requests may be made by writing to Secretary, ManpowerGroup, 100 Manpower Place, Milwaukee, Wisconsin 53212.

We are not including the information contained on or available through our website as a part of, or incorporating such information by reference into, this Annual Report on Form 10-K.

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These services are provided under our Manpower and Experis brands.

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

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

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

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In the United States, where we realized 65% of the Americas’ revenue, we had 288 branch and 130 franchise offices as of December 31, 2024, as well as on-site locations at clients with significant permanent, temporary and contract recruitment requirements.

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

In Other Americas, the largest operations of which include Canada, Mexico and Colombia, we had 128 branch and 7 franchise offices as of December 31, 2024.

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

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

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

During 2024 in this segment, 90% of revenues were derived from our staffing/interim services, 4% from permanent recruitment services, 2% from outcome-based solutions and consulting and 4% from other services.

Southern Europe

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

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

During 2024 in France, 91% of revenues were derived from our staffing/interim services, 1% from permanent recruitment services, 6% from outcome-based solutions and consulting and 2% from other services.

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

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

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

During 2024 in Italy, 93% of revenues were derived from our staffing/interim services, 3% from permanent recruitment services, 2% from outcome-based solutions and consulting and 2% from other services.

Northern Europe

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

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

During 2024 in Northern Europe, 85% of revenues were derived from our staffing/interim services, 4% from permanent recruitment services, 8% from outcome-based solutions and consulting and 3% from other services.

We operate through 110 branch offices in the Asia Pacific Middle East (APME) region.

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

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

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

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

During 2024 in this segment, 81% of revenues were derived from our staffing/interim services, 2% from permanent recruitment services, 15% from outcome-based solutions and consulting and 2% from other services.

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

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People, Knowledge and Innovation.

Our 27,900 employees, spanning approximately 75 countries, help improve the lives of more than 500,000 workers daily by providing guidance, advice, assessments, coaching, upskilling, reskilling and pathways to long-term sustainable employment.

Our 26,700 employees, spanning approximately 75 countries, help improve the lives of approximately 500,000 workers daily by providing guidance, advice, assessments, coaching, upskilling, reskilling and pathways to long-term sustainable employment.

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

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

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

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

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

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

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

MyPath has impacted over 240,000 lives through 2023, and MyPath associates now represent 36% of our associate talent pool, across nearly 13,000 clients and 12 markets.

MyPath has impacted over 270,000 lives through 2024, and MyPath associates now represent 30% of our associate talent pool in MyPath certified countries, across over 14,000 clients and 12 markets.

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

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

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

Through the end of 2023, we have graduated more than 1,900 developers while also bridging the skills gaps for more than 170 tech companies across 17 countries.

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

Through the end of 2024, we have trained more than 4,500 developers while also bridging the skills gaps for more than 170 tech companies across approximately 20 countries.

We Are Focused on Strengthening Our Culture and Developing Our People.

Our Global Footprint

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31% of our people are in the Americas, 33% in Southern Europe, 19% in Northern Europe and 17% in Asia Pacific/Middle East.

Championing DEIB

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

Our focus on DEIB encompasses four goals:

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

(2) locally, address a second dimension of diversity based on gaps or opportunities within a country;

(3) culturally, foster an inclusive environment that supports our diverse workforce;

and (4) societally, advance employment security for workers while promoting upskilling, well-being, flexibility and income opportunity.

We believe that diversity starts at the top.

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

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

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

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

Gender diversity is our primary DEIB goal across all markets;

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

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

Examples include:

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

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

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

Developing our People

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Education, Exposure and Experience.

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

• For our Future Leaders Program (FLP) that targets individual contributors wanting to take on their first managerial role, 110 employees completed this program in 2024 and a total of 955 employees have completed the program since its inception in 2019.

• For our Accelerated Leadership Program (XLP) that targets current managers ready to move into bigger or more complex roles, 20 employees completed this program in 2024 - and a total of 101 employees have completed the program since it began in 2022.

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

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

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

The program runs every other year and our next cohort will start in 2025 with 12 employees identified through talent planning and calibration.

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

Strengthening our Culture

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

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

Our focus encompasses four areas of focus :

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

(2) locally, address a second dimension of diversity based on gaps or opportunities within a country;

(3) culturally, foster an inclusive environment that supports our diverse workforce;

and (4) societally, advance employment security for workers while promoting upskilling, well-being, flexibility and income opportunity.

Our Board of Directors has exceeded 30% gender diversity for more than 10 years.

As of December 31, 2024, 18% are racially diverse and 36% are non-US born.

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

Our Global Leadership Team, the top 86 leaders in the company, is 38% women.

Gender diversity across all our markets globally aligns to our values.

We will continue to develop our talent across all markets and at all levels, including working to ensure that the gender diversity of our leadership is aligned to the representation of the organization.

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

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

We see diversity as a strategic enabler of our business and therefore we are focused on actions to support our diverse organization, our culture and the impact we have on the communities we serve across the globe.

Additionally, encouraging active engagement among our workforce is important for nurturing a strong and inclusive culture.

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

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

Our Culture Matters initiative has been refined, and we incorporated these behaviors into Our Standards.

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

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

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

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

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

In 2024, we conducted a global employee survey with over 22,000 staff participating, achieving an 80% response rate.

Over 11,000 employees left nearly 26,000 comments to help leaders improve the employee experience at ManpowerGroup.

Ri sk Factors

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• Disruption, increased costs and reputational risk from outsourcing various aspects of our business;

• Risks related to the emergence of AI;

• A loss or reduction in revenues from one or more large clients;

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

• Our ESG strategy exposes us to business risks;

• Our sustainability strategy exposes us to business risks;

• Costs or disruptions resulting from acquisitions we complete;

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

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

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

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

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

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

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

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

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In connection with the operation of our business, we store, process and transmit a large amount of data, including personnel and payment data, about our employees, clients, associates and candidates, a portion of which is personal data and/or confidential data.

We expect our use of data to increase, including through the use of analytics, artificial intelligence (AI) and machine learning (ML).

We expect our use of data to increase, including through the use of analytics, AI and machine learning (ML).

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

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

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

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

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

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

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

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

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

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

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

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

Risks and uncertainties related to the development and use of AI could harm our business operations, reduce demand for our services, and raise legal or regulatory challenges .

Leveraging AI-based technology for our internal operations and service offerings presents risks, costs, and challenges as we begin to implement AI capabilities, including generative AI, to improve our operating efficiency and develop client offerings.

If we fail to continue to develop and implement AI-based services and solutions or if those technologies fail to perform as predicted, we may not be able to recover our investment in these technologies and we may fail to realize the potential benefits of AI.

The rapidly increasing deployment of AI technology by our customers may lead to reduced demand for our services and solutions.

As these technologies evolve, some services and tasks currently performed by our associates may be replaced by AI automation, which could lead to reduced demand for our services if we cannot replace such demand with new services.

The development, adoption, and use of AI technologies is still in early stages and could involve significant legal, reputational and financial harm.

AI algorithms and training methodologies may be flawed and datasets may be overbroad, insufficient, or contain biased information.

Moreover, the use of AI may give rise to risks related to harmful content, accuracy, bias, intellectual property infringement or misappropriation, defamation, data privacy, cybersecurity and health and safety, among others.

These risks also bring the possibility of new or enhanced governmental or regulatory scrutiny, litigation or other legal liability, or ethical concerns that could adversely affect our business, reputation, or financial results.

Evolving rules, regulations, and industry standards governing AI may require us to incur significant costs to modify, maintain, or align our business practices, services and solutions to comply with US and non-US rules and regulations, the nature of which cannot be determined at this time and may be inconsistent across jurisdictions.

Several jurisdictions where we operate are considering or have enacted legislation and policies regulating AI, such as the European Union’s AI Act.

These regulations may impose significant requirements on how we design, build and deploy AI and use AI to make employment decisions on behalf of ourselves or our clients.

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

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

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

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

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

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

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

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

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

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

For example, in 2024 we continued to progress in our deployment of PowerSuite, our global cloud-based platforms for front and back office.

In addition, during 2024, we opened our Global Business Services center in Porto, Portugal, our regional finance center to serve all of Europe and a central component of our global strategy to standardize, centralize and transform finance service delivery.

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

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

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

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

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

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

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

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

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

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

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

Our sustainability commitments and disclosures may expose us to risks, legal liability, and increased costs.

Our business could be impacted in several ways by our corporate sustainability initiatives, including our goals for sustainability, diversity, and inclusion.

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

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

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

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

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

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

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

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

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

We will be required to report on CSRD commencing in 2025 (filing in 2026) and will be subject to limited assurance requirements by a third party.

If we are not able to implement processes and controls to accumulate data to support the disclosures in a timely manner, we may not be able to meet the regulatory requirements and reporting timelines or fail to meet the limited assurance requirements.

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

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

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

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

Methodologies for reporting sustainability data may be updated and previously reported sustainability data may be adjusted to reflect improvement in availability and quality of third-party data, changing assumptions, changes in the nature and scope of our operations and other changes in circumstances.

• Our positions and disclosures on these matters may be challenged by the US Federal government or state governments.

For example, on January 21, 2025, President Trump issued an Executive Order directing the Attorney General to make recommendations for enforcing Federal civil rights laws and taking other appropriate measures to encourage the private sector to end illegal discrimination and preferences, including a proposed strategic enforcement plan.

Despite our efforts to ensure that our positions on these matters are compliant with all applicable laws, any challenges may be costly and time-consuming to resolve, and may not be resolved in our favor, which may have a material adverse effect on our business, including our ability to attract and retain employees, our reputation and our results of operations.

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

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

From time to time, we make acquisitions of other companies or operating assets.

These activities involve significant strategic and operational risks, including:

• they may fail to achieve our strategic objectives or fail to meet our performance expectations, including as a result of challenges integrating the acquired company and assimilating their corporate culture;

• in some instances, we have failed to, and may in the future fail to achieve our strategic objectives or fail to meet our performance expectations, including as a result of challenges integrating the acquired company and assimilating their corporate culture;

• over-valuation by us of any companies or assets that we acquire;

• we may have difficulties integrating the operations, leadership, personnel, financial reporting, services or other functions of acquired companies;

• we may experience disputes that arise with the sellers;

• we have experienced, and may in the future experience disputes that arise with the sellers;

• we may fail to effectively monitor compliance with corporate policies as well as regulatory requirements;

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

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

Additionally, we have incurred, and may in the future incur impairment losses on goodwill and other intangible assets with an indefinite life or restructuring charges as a result of acquisitions we make.

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

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

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

We have engaged in such dispositions in the past, including the dispositions of our businesses in Korea and Austria in 2024, the Philippines in 2023 and Russia and Hungary in 2022, respectively.

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

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

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

These rules become effective in some countries beginning in 2024.

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

For example, a number of members of the Organization for Economic Co-operation and Development have agreed to enact the Pillar Two international tax reform, which introduces a global minimum effective tax rate whereby certain multinational groups are subject to a 15% minimum tax on income derived in low-tax jurisdictions.

These rules became effective in some countries in 2024.

As another example, in February 2025 the French government enacted legislation resulting in a one-year temporary increase in the corporate income tax rate for our French business from 25.825% to 36.125% for 2025 and a three-year delay to the scheduled phase-out of the French business tax (CVAE).

We estimate this legislation will increase our consolidated global effective tax rate in the range of 4% to 5% based on current projections.

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

19 unchanged sentences

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

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

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

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

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

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

4 unchanged sentences

Furthermore, some countries are adopting more restrictive immigration regulations, which may lead to greater expense or inability to fulfill client demand, particularly in our cross-border Talent Solutions business.

All of these continuously-evolving regulations could have a significant impact to our revenues, costs, and operating margins as we and customers adjust to these new regulations.

All of these continuously-evolving regulations could have a significant impact on our revenues, costs, and operating margins.

The countries and territories in which we operate may, among other things:

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

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

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

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

10 unchanged sentences

In many countries where we operate, practices in the local business community may not conform to international business standards and could violate anticorruption law or regulations.

Furthermore, we remain subject to the risk that one of our employees (or one of our associates on a temporary or contract-based assignment) could engage in business practices that are prohibited by our policies and these laws and regulations.

Furthermore, we remain subject to the risk that one of our employees (or one of our associates on a temporary or contract-based assignment) could engage in business practices that are pro hibited by our policies and these laws and regulations.

Any such violations could materially adversely affect our business.

43 unchanged sentences

The provisions described above could cause our stock price to decline.

Unresolve d Staff Comments

Unres olved Staff Comments

Not applicable.

Cybersecurity

C ybersecurity

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

9 unchanged sentences

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

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

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

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

9 unchanged sentences

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

What changed 10-K

Item 1. Business