What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-02-23 compared with 2025-02-19 · 528 added, 393 removed, 1336 unchanged (41% of the section changed)

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December 1 - 31, 2025

(a) Includes 781 shares of common stock withheld by ManpowerGroup to satisfy tax withholding obligations on shares acquired by certain officers in settlement of restricted stock.

(b) Includes 1,145 shares of common stock withheld by ManpowerGroup to satisfy tax withholding obligations on shares acquired by certain officers in settlement of restricted stock.

(a) Represents shares of common stock withheld by ManpowerGroup to satisfy tax withholding obligations on shares acquired by a board member in settlement of deferred stock.

Performance Graph

Set forth below is a graph for the periods ending December 31, 2020-2025 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 1% of the total market capitalization of the companies included in the index.

We are included in the Standard & Poor’s 1500 Human Resources and Employment Services Sub-Industry Index and we estimate that we constituted less than 1% of the total market capitalization of the companies included in the index.

The graph assumes a $100 investment on December 31, 2020 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.

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For a discussion of 2024 results compared to 2023, see the company’s Annual Report on Form 10-K for the year ended December 31, 2024 .

During 2024, revenues decreased -5.6% compared to 2023.

Our 2024 results reflected the negative impact of economic uncertainty, particularly in Europe and North America, as we saw decreased demand for our staffing and permanent recruitment services, partially offset by increased demand for our Right Management outplacement services as well as increased demand in Asia Pacific and Latin America.

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

Inflation has eased in Europe and the United States resulting in both markets reducing interest rates during the year.

However, employers are continuing their cautious approach with many employers retaining their current workforce, delaying hiring decisions or reducing their demand for contingent labor as they remain focused on managing the macro-economic and geopolitical challenges impacting their businesses.

Many employers are still hesitant to increase their spend and expand their workforce until they perceive a significant improvement in economic outlook.

As a result of these factors, we expect the business environment will continue to be challenging, which could further negatively impact our operations in future periods.

During 2024, the United States dollar strengthened, on average, relative to the currencies in most of our markets, and overall had an unfavorable impact on our reported results.

The changes in the foreign currency exchange rates had a -2.2% unfavorable impact on revenues from services and an approximately $0.15 per share unfavorable impact on net earnings per share – diluted in 2024.

During 2025, reported revenues increased 0.6% compared to 2024.

After a volatile start to 2025, reflecting macroeconomic and geopolitical uncertainties, including the impact of policy shifts and global trade dynamics, we have seen improved trends in the second half of 2025.

We observed the continuation of largely stable activity levels across North America and Europe overall, with improving trends in France, despite ongoing political and budget uncertainty.

Latin America and Asia Pacific continued to experience good demand.

Employers remain deliberate in their workforce hiring strategies, yet engagement levels are steady and activity levels are becoming more consistent.

We are seeing clear sequential improvement in key demand indicators, including Manpower associates on assignment in key markets including the United States and France.

Although we are encouraged by signs of stabilization and signs of inflection in certain markets such as Italy and Spain, these trends reinforce our view that the shape of the recovery can be different by market with some inflecting earlier and others requiring longer periods of stabilization before inflecting.

Throughout 2025, the United States dollar weakened, on average, relative to the currencies in most of our markets, and overall had a favorable impact on our reported results.

The changes in the foreign currency exchange rates had a 2.7% favorable impact on revenues from services.

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.

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During 2025, we experienced the following quarterly changes to our consolidated revenues compared to 2024:

a -7.3% decrease in revenue in the first quarter due to softening demand for staffing services due to increased economic uncertainty, partially offset by an increase in demand for our Right Management outplacement services;

a revenue decrease of -6.9% in the second quarter due to the continued softening demand for staffing and permanent recruitment services;

a revenue decrease of -3.1% in the third quarter due to the continued softening demand for staffing services, partially offset by an increase in demand for our Right Management outplacement services;

and ending the year with a -5.0% revenue decrease in the fourth quarter of 2024 due to the continuing decrease in demand for our staffing services.

During 2024 compared to 2023, most of our markets experienced revenue decreases due to softening demand for our staffing and permanent recruitment services and the strengthening of the dollar in certain markets, partially offset by increased demand for our Right Management outplacement services.

We experienced a -4.3% revenue decrease in the Americas primarily driven by the unfavorable impact of currency exchange rates and a decrease in demand for our Experis interim services, partially offset by an increase in demand for our Manpower staffing services, an increase in demand for our Talent Based Outsourcing (TBO) business and an increase in demand for our Right Management outplacement services.

We experienced a -3.5% revenue decrease in Southern Europe, primarily driven by a decrease in demand for our Manpower and Experis staffing/interim services and a decrease in demand for our permanent recruitment services, partially offset by an increase in demand for our Right Management outplacement services.

We experienced a revenue decrease of -11.8% in Northern Europe, primarily due to decreased demand in our Manpower and Experis staffing/interim services, decreased demand in our permanent recruitment business and decreased demand for our Experis solutions services, partially offset by increased demand in our TAPFIN - Managed Service Provider (MSP) business and increased demand for our Right Management outplacement services.

We experienced a -6.9% revenue decrease in APME, primarily driven by the unfavorable impact of currency exchange rates, decreased demand in our permanent recruitment business and a decrease in demand in our TBO business, partially offset by an increase in demand for our Manpower and Experis staffing/interim services.

From a brand perspective, we experienced a revenue decrease in Manpower, Experis and Talent Solutions during 2024 compared to 2023.

The revenue decrease in our Manpower brand was due to decreased demand for our staffing services and the unfavorable impact of currency exchange rates.

In our Experis brand, the revenue decrease was primarily due to decreased demand for our interim services and decreased demand for our Experis solutions services.

The revenue decrease in our Talent Solutions brand, which includes Recruitment Process Outsourcing (RPO), TAPFIN - MSP, and our Right Management offerings, was driven primarily by decreased activity in our RPO permanent recruitment business, partially offset by increased demand for our Right Management outplacement services and increased demand in our MSP business.

In 2024 our gross profit margin decreased 50 basis points compared to 2023 primarily due to decreases in our permanent recruitment business, including Talent Solutions RPO, as permanent hiring demand continued to soften and experienced reduced levels from the prior year period and a decrease in staffing/interim margins due to mix shifts and lower volumes while pricing remained stable.

The decrease was partially offset by increased career transition activity in Right Management as outplacement activity increased.

In 2024 our operating profit increased 19.6% while our operating profit margin increased 30 basis points compared to 2023.

The operating profit margin increased primarily due to a reduction in selling and administrative expenses, including wind down charges related to our Germany Proservia business and goodwill impairment charges in 2023, as a percent of revenue, partially offset by the overall decrease in our gross profit margin, as noted above.

During the year, we initiated significant restructuring actions on businesses heavily impacted by the continuing decline in activity.

a -7.1% decrease (-4.6% in constant currency and -2.4% in organic constant currency) in revenue in the first quarter due to decreased demand in our Manpower staffing business and softening demand in our Experis interim business;

revenue stayed flat (-3.5% in constant currency and -1.4% in organic constant currency) in the second quarter due to an increase in demand for our Manpower staffing business offset by decreased demand in our Experis interim business;

a revenue increase of 2.3% (a decrease of -1.5% in constant currency and an increase of 0.7% in organic constant currency) in the third quarter due to an increase in demand for our Manpower staffing business and decreased demand in our Experis interim business;

and ending the year with a 7.1% (1.3% in constant currency and 2.2% in organic constant currency) revenue increase in the fourth quarter of 2025 due to the increase in demand for our Manpower staffing services.

During 2025 compared to 2024, most of our markets experienced increased revenues due to currency exchange rates partially offset by softening demand for our staffing, interim and permanent recruitment services.

We experienced a 2.9% revenue increase in the Americas primarily driven by an increase in demand for our Manpower staffing services, an increase in demand for our Talent Based Outsourcing (TBO) business and an increase in demand for our Right Management outplacement services, partially offset by a decrease in demand for our Experis interim services and the unfavorable impact of currency exchange rates.

We experienced a 2.7% revenue increase in Southern Europe, primarily driven by the favorable impact of currency exchange rates, partially offset by a decrease in demand for our Manpower staffing and Experis interim services and a decrease in demand for our permanent recruitment services.

We experienced a revenue decrease of -4.3% in Northern Europe, primarily due to decreased demand in our Manpower staffing and Experis interim services and decreased demand in our permanent recruitment business, partially offset by the favorable impact of currency exchange rates.

We experienced a -5.5% revenue decrease in APME driven by the disposition of our South Korea business, partially offset by an increase in demand for our Manpower staffing services, the favorable impact of currency exchange rates, and an increase in demand for our Experis interim services.

From a brand perspective, we experienced a revenue increase in Manpower, partially offset by revenue decreases in our Experis and Talent Solutions brands during 2025 compared to 2024.

The revenue increase in our Manpower brand was due to the favorable impact of currency exchange rates, partially offset by decreased demand for our outcome based services and permanent placement business.

In our Experis brand, the revenue decrease was primarily due to decreased demand for our interim services, decreased demand for our Experis consulting business, and decreased demand for our Experis permanent placement services.

The revenue decrease in our Talent Solutions brand, which includes Recruitment Process Outsourcing (RPO), TAPFIN - MSP, and our Right Management offerings, was driven primarily by decreased activity in our RPO permanent recruitment business, and decreased demand for our Right Management outplacement services.

In 2025 our gross profit margin decreased 60 basis points compared to 2024 primarily due to decreases in our permanent recruitment business, including Talent Solutions RPO, as permanent hiring demand continued to soften and experienced reduced levels from the prior year period.

Also, we experienced a decrease in staffing and interim margins due to mix shifts towards enterprise accounts.

In 2025 our operating profit decreased -50.9% while our operating profit margin decreased 90 basis points compared to 2024.

The operating profit margin decreased primarily due to the overall decrease in our gross profit margin as well as an increase in selling and administrative expenses due to increased goodwill and intangible asset impairments, corporate expense, and restructuring.

During the year, we initiated significant restructuring actions on businesses heavily impacted by the continuing economic uncertainty.

With these actions, we expect our overall cost structure to decline.

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Effective income tax rate

Net earnings per share - diluted

Net (loss) earnings

Net (loss) earnings per share - diluted

Weighted average shares - diluted

The year-over-year decrease in revenues from services of -5.6% (-3.4% in constant currency and -3.0% in organic constant currency) was attributed to:

• a revenue decrease in the Americas of -4.3% (increase of 3.1% in constant currency) primarily driven by the $325.8 unfavorable impact of currency exchange rates and a $144.8 decrease in demand for our Experis interim services, partially offset by a $248.8 increase in demand for our Manpower staffing services, a $24.4 increase in demand for TBO and a $9.3 increase in demand for our Right Management outplacement services.

The United States, our largest market in the Americas, experienced a revenue decrease of -3.5% primarily driven by a $105.4 decrease in demand for our Manpower and Experis staffing/interim services and a $6.7 decrease in demand for our permanent recruitment services, partially offset by a $7.9 increase in demand for our Right Management outplacement services;

• a revenue decrease in Southern Europe of -3.5% (-3.3% in constant currency and -3.1% in organic constant currency) primarily driven by a $273.0 decrease in demand for our Manpower and Experis staffing/interim services and a $23.9 decrease in demand for our permanent recruitment services, partially offset by a $14.6 increase in demand for our Right Management outplacement services.

France, the largest market in Southern Europe, experienced a revenue decrease of -5.1% (-5.1% in constant currency) primarily driven by a $248.2 decrease in demand for our Manpower staffing services, partially offset by a $12.6 increase in demand for our Right Management outplacement services.

Italy, our second-largest market in Southern Europe, experienced a revenue decrease of -1.9% (-1.8% in constant currency) primarily driven by a $24.7 decrease in demand for our Manpower staffing services and a $7.0 decrease in demand for our permanent recruitment services;

• a revenue decrease in Northern Europe of -11.8% (-12.9% in constant currency), primarily due to decreased demand of $390.1 for our Manpower and Experis staffing/interim services, decreased demand of $33.7 in our permanent recruitment business and decreased demand of $78.7 for our Experis solutions services, partially offset by the $39.5 favorable impact of currency exchange rates, increased demand of $11.9 within our MSP business and increased demand of $6.2 for our Right Management outplacement services.

Within our Northern Europe segment, we experienced revenue decreases in the United Kingdom of $157.3, the Nordics of $175.2, Germany of $84.5, the Netherlands of $6.7 and Belgium of $10.9, which represented revenue decreases of -12.1%, -21.8%, -15.1%, -1.8% and -3.4%, respectively (-14.5%, -21.2%, -15.2%, -1.8% and -3.4%, respectively, in constant currency);

• a revenue decrease in APME of -6.9% (-2.3% in constant currency and an increase of 1.2% in organic constant currency) primarily driven by the $107.4 unfavorable impact of currency exchange rates, a $53.9 decrease in demand for our permanent recruitment services and a $44.3 decrease in demand in our TBO business, partially offset by a $46.3 increase in demand for our Manpower and Experis staffing/interim services.

The year-over-year increase in revenues from services of 0.6% (-2.1% in constant currency and -0.2% in organic constant currency) was attributed to:

• a revenue increase in the Americas of 2.9% (increase of 4.4% in constant currency) primarily driven by a $292.1 increase in demand for our Manpower staffing services, a $14.6 increase in demand for TBO, partially offset by a $133.5 decrease in demand for our Experis interim services and the $60.9 unfavorable impact of currency exchange rates.

The United States, our largest market in the Americas, experienced a revenue decrease of -1.1% primarily driven by a $117.4 decrease in demand for our Experis interim services and a $16.1 decrease in demand for our permanent recruitment services, partially offset by a $75.0 increase in our Manpower staffing services;

• a revenue increase in Southern Europe of 2.7% (-2.0% in constant currency and -1.5% in organic constant currency) primarily driven by a $386.0 favorable impact due to currency exchange rates and a $17.4 increase in demand for our consulting services, partially offset by a $142.9 decrease in demand for our Manpower staffing services, a $27.5 decrease in demand for our outcome based solutions and an $8.6 decrease in demand for our permanent recruitment services.

France, the largest market in Southern Europe, experienced a revenue decrease of -1.6% (-5.9% in constant currency) primarily driven by a $250.1 decrease in demand for our Manpower staffing services, partially offset by a $197.4 favorable impact from currency exchange rates.

Italy, our second-largest market in Southern Europe, experienced a revenue increase of 8.6% (3.8% in constant currency) primarily driven by an $80.5 favorable impact in currency exchange rates, a $61.0 increase in demand for our Manpower staffing services and an $11.4 increase in demand for our consulting business;

• a revenue decrease in Northern Europe of -4.3% (-8.3% in constant currency and -8.1% in organic constant currency), primarily due to decreased demand of $112.0 for our Experis interim services, an $85.5 decrease in demand for our Manpower staffing services, a $25.2 decrease in demand in our permanent recruitment business, and a $19.2 decrease in demand in our consulting business, partially offset by the $132.4 favorable impact of currency exchange rates.

Within our Northern Europe segment, we experienced revenue decreases in the United Kingdom of $101.5, Germany of $97.2, the Nordics of $12.8, Netherlands of $2.3 and an increase in Belgium of $27.0, which represented revenue decreases of -8.9%, -20.4%, -2.0%, and -0.6% and an increase of 8.7%, respectively (-11.7%, -23.7%, -7.0%, and -4.9% and an increase of 3.7%, respectively, in constant currency);

• a revenue decrease in APME of -5.5% (-6.3% in constant currency and an increase of 7.4% in organic constant currency) primarily driven by the disposition and franchising of our South Korea business in 2024.

Offsetting the disposition was an increase in demand of $122.9 in our Manpower staffing business, a $17.3 favorable impact of currency exchange rates, and an increase in demand of $8.3 in our Experis interim service .

The year-over-year 60 basis point decrease in gross profit margin was primarily attributed to:

• a 25 basis point unfavorable impact due to decreases in permanent recruitment, including Talent Solutions RPO, as permanent hiring demand continued to soften and experienced reduced levels from the prior year period;

• a 20 basis point unfavorable impact from the decrease in staffing/interim margins due to mix shifts and lower volumes while pricing remained stable;

partially offset by

• a 10 basis point favorable impact from increased career transition activity in Right Management as outplacement activity increased.

The -10.4% decrease in selling and administrative expenses in the year ended December 31, 2024 (-8.8% in constant currency;

-8.5% in organic constant currency) was primarily attributed to:

• a $72.8, or -5.3% decrease (-3.7% in constant currency and -3.4% in organic constant currency) in personnel costs primarily due to a $42.2 decrease in salary costs, a $15.7 decrease in bonuses and sales commissions and a $14.9 decrease in other personnel costs as we saw the effects of restructuring actions taken in 2023;

• a $55.1 decrease in goodwill impairment charges as no impairment was recorded in 2024;

• a 25 basis point unfavorable impact from the decrease in staffing and interim margins due to mix shifts towards enterprise clients;

• a 10 basis point unfavorable impact from decreased career transition activity in Right Management as outplacement activity increased.

The 2.4% increase in selling and administrative expenses in the year ended December 31, 2025 (0.1% in constant currency and 1.1% in organic constant currency) was primarily attributed to:

• an $88.7 increase in goodwill and other impairment charges as no impairment was recorded in 2024;

• a $63.5 increase due to the impact of changes in currency exchange rates;

• a $38.6 increase in corporate expense due to incremental investments in our transformation initiatives, one-time benefits in 2024 related to the disposition and franchising of our South Korea business and the release of a healthcare reserve;

• restructuring costs of $64.2 in 2025 compared to $53.6 incurred in 2024;

• a $49.9, or -1.6% decrease due to the impact of changes in currency exchange rates;

• a $24.7, or -4.0% decrease (-2.8% in constant currency and -2.4% in organic constant currency) in non-personnel costs, primarily due to a $15.1 decrease in office lease and other office costs and a $14.6 decrease in consulting and outside services costs.

Selling and administrative expenses as a percent of revenues decreased 80 basis points in the year ended December 31, 2024 compared to the year ended December 31, 2023 due primarily to:

• a 50 basis point favorable impact as a result of lower restructuring costs incurred in 2024 compared to 2023;

• a 30 basis point favorable impact as we anniversaried the impact of goodwill impairment charges in 2023.

partially offset by

• a $69.9 decrease, (-1.8% reported, -3.9% in constant currency, and -2.9% in organic constant currency) in personnel costs primarily due to a $41.2 decrease in salary costs and a $23.8 decrease in bonuses & sales commissions;

• a $45.0 decrease, (-3.9% reported, -4.4% in constant currency, and -4.5% in organic constant currency) in non-personnel costs, primarily due to a $20.8 decrease in office lease and other office costs, an $8.8 decrease in consulting and outside services costs, and a $4.7 decrease in travel and entertainment cost.

Selling and administrative expenses as a percentage of revenues increased 30 basis points in the year ended December 31, 2025 compared to the year ended December 31, 2024 due primarily to:

• a 50 basis point unfavorable impact due to goodwill and other impairment charges;

• a 30 basis point unfavorable impact due to increase corporate expense;

• a 20 basis point favorable impact due to lower personnel costs;

• a 20 basis point favorable impact as a result of lower lease and office related costs;

• a 10 basis point favorable impact due to currency exchange rates.

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

Interest expense, net was $56.7 in 2024 compared to $45.5 in 2023 primarily due to increased revolver and other short-term borrowings at a higher interest rate during the period.

Foreign exchange loss, net was $6.2 in 2024 compared to $21.8 in 2023 primarily due to a reduction in foreign currency exchange losses in Argentina.

Interest expense, net was $67.6 in 2025 compared to $56.7 in 2024 resulting from increased short term borrowings in 2025 compared to 2024.

Foreign exchange loss, net was $6.5 in 2025 compared to $6.2 in 2024.

Miscellaneous income, net was $17.4 in 2025 compared to $13.7 in 2024.

We recorded income tax expense at an effective rate of 114.2% for 2025, as compared to an effective rate of 43.5% for 2024.

The 2024 rate was lower than the 2023 rate primarily due to a higher level of pre-tax earnings with a more beneficial mix driven by fewer restructuring costs in certain countries for which we did not recognize a corresponding tax benefit due to valuation allowances and the Netherlands non-deductible goodwill impairment charge recorded in 2023.

The 43.5% effective tax rate for 2024 was higher than the United States Federal statutory rate of 21% primarily due to restructuring costs in certain countries for which we did not recognize a corresponding tax benefit due to valuation allowances, the French business tax and the overall mix of earnings.

Net earnings per share - diluted was $3.01 in 2024 compared to $1.76 in 2023.

The 2025 rate was unfavorably impacted by the goodwill and indefinite-lived intangible asset impairment charges recorded in Switzerland and the United Kingdom.

The 2025 rate was also unfavorably impacted by the lower level and overall mix of earnings due in part to restructuring costs recorded and the 2025 enacted French exceptional corporate income tax surcharge.

The 114.2% effective tax rate for 2025 was higher than the United States Federal statutory rate of 21% primarily due to the factors noted above as well as tax losses in certain countries for which we did not recognize a corresponding tax benefit due to valuation allowances and the French business tax.

Net loss per share - diluted was $0.29 in 2025 compared to net earnings per share - diluted of $3.01 in 2024.

Goodwill and other impairment charges recorded in 2025 negatively impacted net earnings per share - diluted by approximately $1.78 per share, net of tax.

Restructuring costs recorded in 2025 and 2024 negatively impacted net earnings per share - diluted by approximately $1.16 and $1.10 per share, net of tax, in 2025 and 2024, respectively.

Losses related to our Proservia Germany wind down in 2024 unfavorably impacted net earnings per share - diluted by approximately $0.19, net of tax, in 2024.

Foreign currency exchange rates in 2024 unfavorably impacted net earnings per share - diluted by approximately $0.15 per share, net of tax, in 2024.

The loss from the disposition of subsidiaries recorded in the of 2025 and other items unfavorably impacted net earnings per share - diluted by approximately $0.26, net of tax.

The pension settlement expense recorded in 2025 and 2024 negatively impacted net earnings per share - diluted by approximately $0.04 and $0.08, net of tax, in 2025 and 2024, respectively.

Goodwill and other impairment charges recorded in 2023 negatively impacted net earnings per share - diluted by approximately $1.13 per share, net of tax, in 2023, respectively.

Weighted average shares - diluted decreased to 46.6 million in 2025 from 47.7 million in 2024.

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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 decreased -4.3% (increase of 3.1% in constant currency) in 2024 compared to 2023.

In the United States, revenues from services decreased -3.5% in 2024 compared to 2023, primarily driven by a $105.4 decrease in demand for our Manpower and Experis staffing/interim services and a $6.7 decrease in demand for our permanent recruitment services, partially offset by a $7.9 increase in demand for our Right Management outplacement services.

In Other Americas, revenues from services decreased -5.8% (increase of 15.2% in constant currency) in 2024 compared to 2023 primarily driven by the $325.8 unfavorable impact of foreign currency exchange rates, partially offset by a $202.1 increase in demand for our Manpower and Experis staffing/interim services and a $24.6 increase in demand for our TBO business.

The constant currency increase in Other Americas was primarily due to inflation in Argentina.

Within our Other Americas segment, we experienced decreases in Argentina and Canada of $60.6, or -32.4%, and $43.1, or -12.1%, respectively (125.3% and -10.8%, respectively, in constant currency), partially offset by a revenue increase in Mexico of $3.9, or 1.6% (4.5% in constant currency).

In the Americas, revenues from services increased 2.9% (4.4% in constant currency) in 2025 compared to 2024.

In the United States, revenues from services decreased -1.1% in 2025 compared to 2024, primarily driven by a $117.4 decrease in demand for our Experis interim services and a $16.1 decrease in demand for our permanent recruitment services, partially offset by a $75.0 increase in demand for our Manpower staffing services.

In Other Americas, revenues from services increased 10.6% (14.8% in constant currency) in 2025 compared to 2024 primarily driven by a $217.1 increase in demand for our Manpower staffing service and a $14.6 increase in demand for our TBO business, partially offset by the $60.9 unfavorable impact of foreign currency exchange rates and a $16.1 decrease in demand for our Experis interim service.

The constant currency increase in Other Americas was primarily driven by the inflation in Argentina.

Within our Other Americas segment, we experienced increases in Chile, Colombia, Peru, and Argentina of $49.9, $39.9, $30.9, and $11.8, or 37.2%, 25.4%, 24.8%, and 9.4%, respectively (37.9%, 23.9%, 18.3%, and 47.5%, respectively, in constant currency), partially offset by a revenue decrease in Canada of $15.9, or -5.1% (-3.3% in constant currency).

Gross profit margin decreased 140 basis points in 2025 compared to 2024.

This decrease was primarily due to decreased margins in our Experis interim services, which contributed 120 basis points to the decrease.

These decreases were partially offset by favorable impacts of currency exchange rates, which had a 50 basis point impact and increased margins in our Right Management outplacement business, which had a 20 basis point impact.

Selling and administrative expenses decreased -4.9% (increase of 0.1% in constant currency) in 2024 compared to 2023, primarily driven by the $43.1 favorable impact of currency exchange rates and a $9.5 decrease in consulting and outside services costs, partially offset by an $11.6 increase in salary related costs.

This decrease was primarily due to decreased demand in our Experis interim services, which contributed 110 basis points to the decrease and decreased demand in our Talent Solutions business, which contributed 40 basis points to the decrease.

These decreases were partially offset by increased margins in our training business, which had a 10 basis point impact.

Selling and administrative expenses decreased -3.2% (-2.1% in constant currency) in 2025 compared to 2024, primarily driven by the $11.9 decrease in non-personnel costs and the $8.5 favorable impact of currency exchange rates.

OUP decreased -3.3% (-2.6% in constant currency) in 2025, which represents a 3.1% OUP margin, a decrease from 3.4% in 2024.

This decrease was primarily due to decreased profitability in our United States business of $16.7, which experienced decreased activity in our higher-margin permanent recruitment business, as noted above, partially offset by decreases to selling and administrative expenses as a percent of revenue.

In the United States, OUP margin decreased to 2.8% in 2024 from 3.3% in 2023 primarily due to decreased activity in our higher-margin permanent recruitment and Manpower and Experis staffing/interim businesses, as noted above, partially offset by a decrease in our selling and administrative expenses as a percent of revenue.

Other Americas OUP margin decreased to 4.4% in 2024 from 4.6% in 2023 primarily due to an increase in our selling and administrative expenses as a percent of revenue and decreased gross profit margins across our staffing and interim services.

This decrease was primarily due to decreased profitability in our United States business of $11.7, which experienced decreased activity in our Experis interim business and decreased activity in our higher-margin permanent recruitment business, partially offset by a decrease in our selling and administrative expenses as a percentage of revenue.

In the United States, OUP margin decreased to 2.4% in 2025 from 2.8% in 2024 primarily due to decreased activity in our Experis interim business and decreased activity in our higher-margin permanent recruitment business, partially offset by a decrease in our selling and administrative expenses as a percentage of revenue.

Other Americas OUP margin remained flat at 4.4% in 2025 compared to 2024.

Southern Europe

In Southern Europe, revenues from services decreased -3.5% (-3.3% in constant currency and -3.1% in organic constant currency) in 2024 compared to 2023.

In France, revenues from services decreased -5.1% (-5.1% in constant currency) in 2024 compared to 2023, primarily driven by a $248.2 decrease in demand for our Manpower staffing services, partially offset by a $12.6 increase in demand for our Right Management outplacement services.

In Italy, revenues from services decreased -1.9% (-1.8% in constant currency) in 2024 compared to 2023, primarily driven by a $24.7 decrease in demand for our Manpower staffing services and a $7.0 decrease in demand for our permanent recruitment services.

In Other Southern Europe, revenues from services decreased -0.9% (flat in constant currency and increase of 0.6% in organic constant currency) in 2024 compared to 2023, primarily driven by the $16.2 unfavorable impact of currency exchange rates and an $18.9 decrease in demand for our Experis solutions services, partially offset by a $13.5 increase in demand in our TBO business and an $8.8 increase in demand for our Manpower and Experis staffing/interim services.

Within our Other Southern Europe segment, we experienced revenue decreases in Switzerland of $50.4, or -10.4% (-12.2% in constant currency), partially offset by a revenue increase in Spain of $18.1, or 3.7% (3.7% in constant currency).

In Southern Europe, revenues from services increased 2.7% (-2.0% in constant currency and -1.5% in organic constant currency) in 2025 compared to 2024.

In France, revenues from services decreased -1.6% (-5.9% in constant currency) in 2025 compared to 2024, primarily driven by a $250.1 decrease in demand for our Manpower staffing services, partially offset by a $197.4 increase due to the favorable impact of currency exchange rates.

In Italy, revenues from services increased 8.6% (3.8% in constant currency) in 2025 compared to 2024, primarily driven by an $80.5 impact due to the favorable impact of currency exchange rates, a $61.0 increase in demand for our Manpower staffing services and an $11.4 increase in demand for our consulting business.

In Other Southern Europe, revenues from services increased 7.2% (1.8% in constant currency and 4.3% in organic constant currency) in 2025 compared to 2024, primarily driven by the $108.1 favorable impact of currency exchange rates and a $46.2 increase in demand for our Manpower staffing services, partially offset by a $17.0 decrease in demand in our TBO business.

Within our Other Southern Europe segment, we experienced revenue increases in Spain and Israel of $95.3 and $64.6, or 18.5% and 18.0%, respectively (13.0% and 9.7%, respectively, in constant currency), partially offset by a revenue decrease in Switzerland of $28.0, or -6.5% (-12.1% in constant currency).

Gross profit margin decreased 40 basis points in 2025 compared to 2024.

This decrease was primarily due to decreased activity in our higher margin Manpower staffing services, which contributed 30 basis points to the decrease, a decrease of activity in our permanent recruitment services, which contributed 20 basis points to the decrease and decreases across our Experis solutions services, which contributed 10 basis points to the decrease.

These contributions were partially offset by increased demand in our higher-margin Right Management outplacement business which had a 10 basis point impact.

Selling and administrative expenses decreased -3.7% (-3.6% in constant currency and -3.3% in organic constant currency) during 2024 compared to 2023 primarily due to a $12.6 decrease in salary-related costs, a $7.5 decrease in restructuring related expenses, a $6.8 decrease in bonuses and sales commissions and a $4.3 decrease in consulting and outside services costs.

This decrease was primarily due to increased activity in our lower margin Manpower staffing services, which contributed 30 basis points to the decrease and a decrease across our permanent placement business, which contributed 10 basis points to the decrease.

Selling and administrative expenses, excluding impairment charges, increased 4.8% (0.1% in constant currency and 0.8% in organic constant currency) during 2025 compared to 2024 primarily due to the unfavorable impact of currency exchange rates of $41.7, $8.2 increase in restructuring costs, and $5.2 increase in consulting and outside services, partially offset by a $15.7 decrease in salary-related costs as a result of restructuring actions taken in prior years.

OUP decreased -14.3% (-18.4% in constant currency and -18.8% in organic constant currency) in 2025, which represents a 3.1% OUP margin, a decrease from 3.7% in 2024.

This OUP decrease was primarily due to decreased profitability in the France reporting unit of $39.7.

In France, the OUP margin decreased to 3.3% in 2024 compared to 3.9% in 2023 primarily driven by an increase in selling and administrative expenses as a percent of revenue and a decrease in our higher-margin permanent recruitment business.

In Italy, the OUP margin decreased to 6.7% in 2024 from 7.3% in 2023 primarily driven by an increase in selling and administrative expenses as a percent of revenue and a decrease in our higher-margin permanent recruitment business.

In Other Southern Europe, the OUP margin decreased to 2.0% in 2024 from 2.3% in 2023 primarily due to a decrease in gross profit margin as we saw decreased activity in higher-margin Experis solutions services, as noted above, partially offset by a decrease in selling and administrative expenses as a percent of revenue.

In France, the OUP margin decreased to 2.5% in 2025 compared to 3.3% in 2024 primarily driven by an increase in lower margin staffing demand and a decrease in our higher-margin permanent recruitment business.

In Italy, the OUP margin decreased to 6.4% in 2025 from 6.7% in 2024 primarily driven by increased demand in our lower margin staffing business.

In Other Southern Europe, the OUP margin decreased to 1.6% in 2025 from 2.1% in 2024 primarily due to a decrease in gross profit margin driven by softer permanent recruitment demand.

Northern Europe

In Northern Europe, the largest country operations include the United Kingdom, the Nordics, Germany, the Netherlands and Belgium (comprising 35%, 19%, 14%, 11% and 9%, respectively, of Northern Europe’s revenues).

In the Northern Europe region, revenues from services decreased -11.8% (-12.9% in constant currency) in 2024 compared to 2023, primarily due to decreased demand of $390.1 for our Manpower and Experis staffing/interim services, decreased demand of $33.7 in our permanent recruitment business and decreased demand of $78.7 for our Experis solutions services, partially offset by the $39.5 favorable impact of currency exchange rates, increased demand of $11.9 within our MSP business and increased demand of $6.2 for our Right Management outplacement services.

Gross profit margin increased by 10 basis points in 2024 compared to 2023 primarily due to increased activity in our MSP business, which contributed 40 basis points to the increase, a shift in business mix towards our higher-margin Right Management outplacement services, which contributed 30 basis points to the increase, and the wind down of our lower margin Germany Proservia business in 2023.

These contributions were partially offset by decreased activity in our permanent recruitment business, which had a 40 basis point unfavorable impact and decreased activity in our higher margin Manpower staffing services, which had a 20 basis point unfavorable impact.

Selling and administrative expenses decreased -18.9% (-19.7% in constant currency) in 2024 compared to 2023.

The decrease is primarily driven by a $45.3 decrease in total personnel costs as we experience the impacts of significant restructuring actions taken in 2023 and $30.6 in restructuring costs incurred in 2024 compared to $120.4 in 2023.

OUP in Northern Europe improved 61.8% (60.9% in constant currency) in 2024, which represents a -1.3% OUP margin, an increase from -3.1% in 2023.

The OUP improvement was driven by an OUP improvement in Germany of $92.9, partially offset by a decrease in profitability in the Nordics, which experienced an aggregate decrease of $12.5.

The OUP improvement was also driven by a decrease in selling and administrative expenses as we saw the effects of restructuring actions taken in the prior year period, as noted above.

In Northern Europe, the largest country operations include the United Kingdom, the Nordics, Germany, the Netherlands and Belgium (comprising 33%, 19%, 12%, 12% and 11%, respectively).

In the Northern Europe region, revenues from services decreased -4.3% (-8.3% in constant currency and -8.1% in organic constant currency) in 2025 compared to 2024, primarily due to a decrease in demand of $112.0 for our Experis interim service, an $85.5 decrease in demand for our Manpower staffing service, a decrease in demand of $25.2 in our permanent recruitment business and a decrease in demand of $19.2 in our consulting business, partially offset by the $132.4 favorable impact of currency exchange rates.

Within our Northern Europe segment, we experienced revenue decreases in the United Kingdom of $101.5, Germany of $97.2, the Nordics of $12.8, and Netherlands of $ $2.3, and an increase in Belgium of $27.0, which represented revenue decreases of -8.9%, -20.4%, -2.0%, and -0.6% and an increase of 8.7%, respectively (decreases of -11.7%, -23.7%, -7.0%, and -4.9% and an increase of 3.7%, respectively, in constant currency).

Gross profit margin decreased by 90 basis points in 2025 compared to 2024 primarily due to decreased activity in our Talent Solutions brand, which contributed 50 basis points to the decrease and decreased activity in our Experis brand, which contributed 40 basis points to the decrease.

Selling and administrative expenses, excluding impairment charges, decreased -9.0% (-12.8% in constant currency and -12.7% in organic constant currency) in 2025 compared to 2024.

The decrease is primarily driven by a $59.0 decrease in personnel costs as we experience the impacts of significant restructuring actions taken in 2025 and 2024 and a $15.1 decrease in office and lease related costs incurred in 2025 compared to 2024, partially offset by an increase of $23.8 due to currency exchange rates.

Operating unit loss in Northern Europe improved 2.9% (7.5% in constant currency and 8.4% in organic constant currency) in 2025, which represents a -1.4% OUP margin, a decrease from -1.3% in 2024.

The lower operating unit loss was primarily driven by an increase in profitability in Germany and the Nordics, which experienced profitability increases of $7.7 and $6.0, respectively, partially offset by an OUP decrease in the United Kingdom of $22.3.

Revenues from services decreased -5.5% (-6.3% in constant currency and an increase of 7.4% in organic constant currency) in 2025 compared to 2024.

In Japan, revenues from services increased 0.5% (8.4% in constant currency) primarily driven by a $94.1 increase in demand for our Manpower and Experis staffing/interim services, partially offset by the $89.1 unfavorable impact of currency exchange rates.

In Australia, revenues from services decreased -39.3% (-38.9% in constant currency), primarily driven by a $57.0 decrease in our permanent recruitment business driven by the non-recurrence of a Talent Solutions RPO government contract from the prior year period and a $27.3 decrease in demand for our Manpower and Experis staffing/interim services.

Gross profit margin decreased 70 basis points in 2024 compared to 2023 primarily due to decreased activity in our permanent recruitment business, particularly Talent Solutions RPO, which contributed 140 basis points to the decrease, and a decrease in activity across our higher-margin outplacement services, which contributed 20 basis points to the decrease.

These contributions were partially offset by improvement in our staffing/interim margins, which had a 90 basis point impact.

Selling and administrative expenses decreased -11.0% (-6.7% in constant currency and -4.3% in organic constant currency) in 2024 compared 2023.

The decrease is primarily driven by the $12.5 favorable impact of currency exchange rates, an $11.6 decrease in salary related costs from a reduction in headcount and a $9.3 decrease in office lease costs and other office related costs and a $4.4 decrease in consulting and outside services costs.

OUP in APME decreased -9.7% (-4.0% in constant currency and -1.4% in organic constant currency), in 2024, which represents a 3.9% OUP margin, a decrease from 4.0% in 2023.

This OUP decrease was primarily driven by the decreased activity in our permanent recruitment business, partially offset by a decrease in selling and administrative expenses, as noted above.

In Japan, revenues from services increased 7.3% (5.9% in constant currency) primarily driven by a $50.1 increase in demand for our Manpower staffing services, a $15.7 favorable impact of currency exchange rates, and an $8.3 increase in demand for our Experis interim services.

Gross profit margin increased 90 basis points in 2025 compared to 2024 primarily due to the South Korea disposition in 2024.

Selling and administrative expenses decreased -6.8% (-7.5% in constant currency and increased 0.4% in organic constant currency) in 2025 compared to 2024.

The decrease is primarily driven by the $19.8 decrease in non-personnel costs due to the South Korea Disposition.

OUP in APME increased 20.4% (19.1% in constant currency and 28.7% in organic constant currency), in 2025, which represents a 4.9% OUP margin, an increase from 3.9% in 2024.

This OUP increase was primarily driven by increased margins in our Manpower staffing and Experis interim services and a decrease in selling and administrative expenses.

Financial Measures

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Northern Europe

Operating Unit Profit - ManpowerGroup

Operating Profit - ManpowerGroup

Cash Sources and Uses

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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 $309.2, $348.2 and $423.3 for 2024, 2023 and 2022, respectively.

Changes in operating assets and liabilities generated $65.4 of cash, compared to $98.7 generated and $139.7 utilized in 2024, 2023 and 2022, respectively.

The decrease in 2024 from 2023 was primarily attributable to decreased accounts receivable collections and an increase in capitalized implementation costs related to our cloud computing arrangements, partially offset by an increase in accounts payable.

The change in 2023 from 2022 was primarily attributable to a decrease in accounts receivable due to the slowdown in the demand for our services.

Accounts receivable decreased to $4,297.2 as of December 31, 2024 from $4,830.0 as of December 31, 2023.

The decrease was partly attributable to the impact of changes in currency exchange rates.

DSO decreased by two and a half days from December 31, 2023 to 52 days as of December 31, 2024 due to an increased emphasis on cash collections.

Cash used in operating activities was $104.1 in 2025, as compared to $309.2 generated in 2024.

Changes in operating assets and liabilities utilized $269.3 of cash in 2025, compared to $65.4 generated in 2024.

These changes were primarily attributable to the timing of collections and payments, as well as an increase in capitalized implementation costs related to our cloud computing arrangements.

Accounts receivable increased to $4,770.3 as of December 31, 2025 from $4,297.2 as of December 31, 2024.

The increase was partly attributable to the impact of changes in currency exchange rates.

DSO increased by approximately three days from December 31, 2024 to 55 days as of December 31, 2025 due to unfavorable mix changes, with higher growth in countries with a higher average DSO.

Cash used in investing activities were $59.2 and $68.2 for 2025 and 2024, respectively.

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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 $17.9 and $10.1 in 2025 and 2024, respectively.

The higher expenditures in 2022 were primarily due to additional technology investments and the timing of capital expenditures.

Cash used in financing activities were $282.4, $349.5 and $482.1 for 2024, 2023 and 2022, respectively.

Net debt borrowings were $16.1 in 2024 as compared to net debt repayments of $16.2 and $58.7 in 2023 and 2022, respectively.

The larger repayments in 2022 were mainly due to the $75.0 repayment of our revolving credit facility to clear the outstanding borrowings as of December 31, 2021 related to an Experis acquisition.

The acquisition was funded through cash on hand and a $150.0 draw on our revolving credit facility on October 1, 2021 which was repaid in 2022.

Cash provided by financing activities was $485.5 in 2025 compared to $282.4 used in 2024.

Net debt borrowings were $586.1 in 2025 as compared to net debt borrowings of $16.1 in 2024.

The larger borrowings in 2025 were due to the issuance of €500.0 notes in December 2025 which were used to redeem our 2018 notes in January 2026.

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

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In 2025, we repurchased a total of 0.7 million shares under the 2023 authorization, at a total cost of $37.5 including excise tax on share repurchases of $0.5.

In 2023, we repurchased a total of 2.4 million shares comprised of 2.0 million shares under the 2021 authorization and 0.4 million shares under the 2023 authorization, at a total cost of $181.5 including excise tax on share repurchases of $1.7.

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.

As of December 31, 2024, there were 2.6 million shares remaining authorized for repurchase under the 2023 authorization and no shares remaining authorized for repurchase under the 2021 authorization.

In 2024, we repurchased a total of 2.0 million shares under the 2023 authorization, at a total cost of $140.9 including excise tax on share repurchases of $0.9.

As of December 31, 2025, there were 1.9 million shares remaining authorized for repurchase under the 2023 authorization.

During 2025 and 2024, the Board of Directors declared total cash dividends of $1.44 and $3.08 per share, respectively, resulting in total dividend payments of $66.7 and $145.8, respectively.

We have aggregate commitments of $2,268.2 related to debt, operating leases, purchase obligations for global technology and financial shared services, restructuring costs, transition tax resulting from the Tax Act and certain other commitments, as follows:

As of December 31, 2025, we had aggregate commitments of $3.130.9 related to debt, operating leases, purchase obligations for global technology and financial shared services, and restructuring costs, as follows:

(in millions)

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Restructuring costs

Transition tax resulting from the Tax Act

(a) Includes local information technology contracts and other vendor commitments.

(a) Includes €500.0 notes redeemed in January 2026.

(b) Includes local information technology contracts and other vendor commitments.

Our liability for unrecognized tax benefits, including related interest and penalties, of $15.6 is excluded from the commitments above as we cannot determine the years in which these positions might ultimately be settled.

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Debt as a percentage of total capitalization was 45% and 31% as of December 31, 2025 and 2024, respectively.

The higher debt percentage in 2025 was due to the issuance of €500.0 notes in December 2025, which were used to redeem our 2018 notes in January 2026.

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

The total cash consideration paid for acquisitions, net of cash acquired, for the years ended December 31, 2025 and 2024 was $2.3 and $7.7, respectively.

The 2025 payments mainly represent a contingent consideration payment related to a previous acquisition.

The 2024 payments represent a consideration payment for a franchise in the United States and contingent consideration payments related to a previous acquisition.

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

Also included in the 2022 payments are consideration payments for franchises in the United States and contingent consideration payments related to previous acquisitions, of which $3.8 had been recognized as a liability at the acquisition date.

As of December 31, 2025, goodwill and other intangible assets resulting from the 2025 acquisitions were $0.9 and $0.0, respectively.

We did not make any acquisitions in 2023.

As of December 31, 2024, goodwill and other intangible assets resulting from the 2024 acquisitions were $1.4 and $3.1, respectively.

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

On October 15, 2024, we disposed of our Austria business in our Southern Europe segment for cash proceeds of $0.1 and simultaneously entered into a franchising agreement.

In connection with the disposition, we recognized a one-time net loss on disposition of $7.7, of which $4.9 was included in selling and administrative expenses and $2.8 was included in interest and other expenses in the Consolidated Statements of Operations in the year ended December 31, 2024.

On May 31, 2025, we disposed of our New Caledonia business in our APME segment and simultaneously entered into a franchise agreement.

In connection with this transaction, we recognized a one-time net loss on disposition of $1.4, of which $0.2 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, 2025.

On May 30, 2025, we disposed of our South Africa business in our Northern Europe segment in exchange for a non-interest-bearing loan receivable of $1.4 and simultaneously entered into a franchising agreement.

We recognized a one-time net loss on disposition of $4.8, of which $2.2 was included in selling and administrative expenses and $2.6 was included in interest and other expenses in the Consolidated Statements of Operations in the year ended December 31, 2025.

On November 1, 2024, we disposed of our South Korea business in our APME segment for cash proceeds of $20.6 and simultaneously entered into a franchising agreement under which the new ownership will operate Manpower Korea under the Manpower brand.

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The franchise arrangement represents a significant component of the transaction.

Our South Korea business contributed $349.9 and $324.2 of revenues for the year ended December 31, 2023 and 2022, respectively.

On September 29, 2023, we disposed of our Philippines business in our APME segment for total consideration of $6.5.

In connection with the disposition, we recognized a one-time net loss on disposition of $1.3, which was included in interest and other expenses in the Consolidated Statements of Operations in the year ended December 31, 2023.

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.

Our South Korea business contributed $349.9 of revenues for the year ended December 31, 2023.

On October 15, 2024, we disposed of our Austria business in our Southern Europe segment for cash proceeds of $0.1 and simultaneously entered into a franchising agreement.

On December 15, 2025, we offered and sold €500.0 aggregate principal amount of the Company’s 3.750% notes due December 2030 (the “2025 €500.0 notes”).

The net proceeds from the 2025 €500.0 notes of €497.4 were used in January 2026 to redeem our 2018 €500.0 notes due June 22, 2026.

The 2025 €500.0 notes were issued at a price of 99.839% to yield an effective interest rate of 3.786%.

Interest on the 2025 €500.0 notes is payable in arrears on December 13 of each year.

The 2025 €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.

On June 30, 2022, we offered and sold €400.0 aggregate principal amount of the Company’s 3.50% notes due June 30, 2027 (the “2022 €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 proceeds from the 2022 €400.0 notes were used in July 2022 to redeem our €400.0 1.875% notes due September 11, 2022.

The 2022 €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.

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On June 22, 2018, we offered and sold €500.0 aggregate principal amount of the Company’s 1.750% notes due June 2026 (the “2018 €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 net proceeds from the 2018 €500.0 notes of €495.7 were used to redeem our €350.0 notes due June 22, 2018, with the remaining balance used for general corporate purposes, which included share repurchases.

The 2018 €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.

We redeemed those notes in January 2026 using the proceeds from the 2025 €500.0 notes.

Both the 2018 €500.0 notes and 2022 €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, 2025.

Since our net investment in these subsidiaries exceeds the respective amount of the designated borrowings, the related translation gains or losses are included as a component of accumulated other comprehensive loss.

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

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Revolving Credit Agreement

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 revolving credit facility.

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

On December 15, 2025, we entered into a new $600.0 five-year Credit Agreement (the “Credit Agreement”) with a syndicate of commercial banks to replace our previous $600.0 revolving credit facility.

The Credit Agreement includes increased allowances for restructuring and related charges added back to earnings for covenant calculations and other terms, generally consistent with our previous revolving credit facility.

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, 2024 and 2023.

We may request an increase in revolving credit commitments under the facility of up to $300.0 in certain circumstances.

We had no borrowings under our $600.0 credit facility as of December 31, 2025 and 2024.

Outstanding letters of credit issued totaled $0.4, hence additional borrowings of $599.6 were available to us under the facility as of both December 31, 2025 and 2024.

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At our current credit rating, the annual facility fee is 12.5 basis points paid on the entire facility and the credit spread is 112.5 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 to $0.5 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.

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.

EBITDA is defined as net earnings before interest and other expenses, provision for income taxes, intangible asset amortization expense and depreciation and amortization expense.

The agreement also includes limitations on our ability to pledge assets, as well as financial covenants requiring that we comply with a maximum leverage ratio of 3.5 to 1 and a minimum fixed charge coverage ratio of 1.5 to 1.

For covenant purposes, net debt is defined as total debt less cash in excess of $200.0 through December 31, 2025 and less cash in excess of $300.0 thereafter.

The agreement allows certain restructuring expenses to be excluded from EBITDA, up to fixed annual amounts for 2025, 2026 and 2027, and up to 15% of EBITDA beginning in 2028.

The Credit Agreement contains customary events of default, including, among others, payment defaults, material inaccuracy of representations and warranties, covenant defaults, bankruptcy or involuntary proceedings, certain monetary and non-monetary judgments, change of control and customary ERISA defaults.

As defined in the Credit Agreement, we had a net Debt-to-EBITDA ratio of 2.78 to 1 (compared to the maximum allowable ratio of 3.5 to 1) and a Fixed Charge Coverage ratio of 2.72 to 1 (compared to the minimum required ratio of 1.5 to 1) as of December 31, 2025.

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Furthermore, we have access to the previously mentioned credit lines of up to $300.0 ($600.0 in the third quarter) to meet the working capital needs of our subsidiaries, of which $261.9 was available to use, in addition to $150.0 of uncommitted credit facilities at our parent company, as of December 31, 2025.

Our €500.0 ($516.6) notes mature in June 2026, and our €400.0 ($411.8) notes mature in June 2027.

Our 2018 €500.0 ($586.9) notes were redeemed in January 2026, our 2025 €500.0 ($583.8) notes mature in December 2030, and our 2022 €400.0 ($468.3) 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.

The following table provides an informational summary of our liquidity and capital structure as of:

Cash and cash equivalents

Available capacity under the revolving credit facility (a)

Available capacity under the working capital facility (b)

Available liquidity

Short-term borrowings

Current maturities of long-term debt

Long-term debt

Total shareholders' equity (excludes non-controlling interests)

Total capitalization

Debt to capitalization

Long-term debt to total debt

(a) Av ailable capacity under the revolving c redit facility represents $600.0 of total borrowing capacity less outstanding borrowings and letters of credit.

(b) Available capacity under the working capital facility represents $150.0 of total borrowing c apacity less outstanding borrowings and letters of credit.

Application of Critical Accounting Policies

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

In determining the estimated 2025 pension expense for non-United States plans, we used a weighted-average discount rate of 2.7% and weighted-average expected return on plan assets of 3.4%, both of which are unchanged from 2024.

Absent any other changes, a 25 basis point increase in the weighted-average discount rate would increase our 2025 consolidated pension expense by $0.1, and a 25 basis point decrease in the weighted-average discount rate would increase our 2025 consolidated pension expense by $3.0.

In determining the estimated 2026 pension expense for non-United States plans, we used a weighted-average discount rate of 3.1% and weighted-average expected return on plan assets of 3.3%.

Absent any other changes, a 25 basis point increase or decrease in the weighted-average discount rate would increase or decrease our 2026 consolidated pension expense by $0.1.

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 2025 consolidated pension expense by $1.6.

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In accordance with the accounting guidance on goodwill, 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.

In the event the fair value of a reporting unit is less than the carrying value including goodwill, we record an impairment charge equal to the excess of the carrying amount over the fair 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 internal outlook of the reporting units, which is believed to be the best determination of value due to management’s insight and experience with the reporting units.

Significant assumptions used in our goodwill impairment 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 and indefinite-lived intangible assets during the third quarter of 2024, and determined that there was no impairment of our goodwill or indefinite-lived intangible assets as a result of our annual test.

The excess of fair value over carrying amount for our goodwill reporting units, which exceeded 15% or more of the respective carrying amounts, was sufficient to conclude that no impairment was indicated.

While the excess of fair value over carrying amount exceeded 15% for our reporting units, we did see a lower level of excess fair value year over year in many of our North America and Europe reporting units including three of these reporting units which approximate $1,243.0 of the consolidated goodwill balance.

Given the current macroeconomic conditions in these regions, our assumptions on near-term expected future revenue growth rates and operating profit margins were lower than in the prior year assessment.

Market conditions in North America and Europe continue to remain challenging given the economic uncertainty including the uncertainty surrounding the timing of an inflection point for improving market conditions.

Management closely monitors the results of the reporting units and comparisons to the key assumptions used in our fair value estimate at the time of our annual impairment test, in addition to operational initiatives and macroeconomic conditions, which may impact the results of the reporting units.

During the fourth quarter of 2024, 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 or indefinite-lived intangible assets were below its carrying amount.

While we continued to see challenging market conditions in Europe which led to lower levels of revenue and OUP in certain of our reporting units than we had forecasted at the time of our impairment testing, we concluded based on our analysis performed, that the fair value of these reporting units continued to exceed the carrying value and did not identify a triggering event.

We evaluate the following assumptions which are used in our goodwill impairment tests:

expected future revenue growth rates, OUP margins, working capital levels, discount rates, and terminal value revenue growth rate.

We consider expected future revenue growth rates, OUP margins and discount rates to be the more significant assumptions.

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

We believe that the discounted cash flow model provides the most reasonable and meaningful estimate of fair value, consistent with how market participants would value our reporting units in an orderly transaction.

Management closely monitors the financial and operating results relative to the assumptions used in our fair value estimates, as well as macroeconomic conditions and strategic initiatives that may impact the reporting units.

During the second quarter of 2025, in connection with the preparation of our financial statements, we assessed the changes in circumstances that occurred during the quarter to determine if it was more likely than not that the fair value of any reporting unit was below its carrying amount.

We identified several factors affecting our United Kingdom and Switzerland reporting units that led us to conclude an interim goodwill impairment assessment was necessary.

These factors included deterioration of the macroeconomic and local market conditions, financial performance below management’s planned revenue and OUP expectations for the first half of 2025, and downward revisions to full-year 2025 revenue and OUP projections.

As a result, we recognized a partial non-cash goodwill impairment loss of $33.4 for our United Kingdom reporting unit in our Northern Europe segment and $24.7 for our Switzerland reporting unit in our Southern Europe segment, reducing their carrying values to estimated fair value.

Key assumptions in the United Kingdom discounted cash flow valuation included a discount rate of 11.4%, revenue growth for the next 10 years ranging from -8.4% to 10.0% and average OUP margin approximating 2.5%.

Key assumptions in the Switzerland discounted cash flow valuation included a discount rate of 11.2%, revenue growth for the next 10 years ranging from -12.4% to 12.0% and average OUP margin approximating 3.0%.

During the third quarter of 2025, we completed the annual impairment test of our goodwill and indefinite-lived intangible assets.

The fair value exceeded the carrying amount by more than 10% for all reporting units except the United Kingdom and Switzerland, whose carrying values had already been adjusted to fair value in the second quarter.

As of December 31, 2025, the goodwill balances related to our United Kingdom and Switzerland reporting units were $78.0 and $35.5, respectively.

Key assumptions for our United States reporting unit in our Americas segment, which represents the reporting unit with the most significant goodwill balance, included a discount rate of 9.4%, revenue growth rates for the next 10 years ranging from -1.7% to 8.0%, and average OUP margins approximating 5.0%.

Management closely monitors the performance and assumptions used in our fair value estimates, along with macroeconomic and operational developments that may impact future impairment assessments.

During the fourth quarter of 2025, 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 units were below its carrying amount.

The actual results of revenues and OUP margins for our key reporting units were consistent with the forecasted assumptions for the near-term revenue growth and OUP margins utilized in the discounted cash flow models as of our valuation date.

Additionally, we performed an updated analysis of our market cap reconciliation to the values derived from our discounted cash flow models during our annual impairment testing in light of the lower stock price as of December 31, 2025.

In evaluating triggering events and assessing the reasonableness of our market cap reconciliation as of December 31, 2025, we considered external data points from analysts, market peers, our past history and experience, 2025 actual results and our near term and long-term forecasts.

Further, we considered the results of the fourth quarter whereby we saw largely stable activity levels across North America and Europe overall, with improving trends in certain of our reporting units and we expect these trends to continue into 2026.

We concluded, based on our analysis performed, that the fair value of the reporting units continued to equal or exceed the carrying value and did not identify a triggering event.

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.

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

The United States dollar strengthened in 2024 on average, where as it was generally stable relative to the currencies of our major markets during 2023.

Revenues from services in constant currency were 2.2% higher than reported revenues in 2024.

The United States dollar generally weakened in 2025, where as it strengthened on average relative to the currencies of our major markets during 2024.

Revenues from services in constant currency were 2.7% lower than reported revenues in 2025.

In 2024, revenues from services in constant currency were 2.2% higher than reported revenues.

A change in the strength of the United States dollar by an additional 10% would have impacted our revenues from services by approximately 8.5% and 8.4% from the amounts reported in 2024 and 2023, respectively.

A change in the strength of the United States dollar by an additional 10% would have impacted our revenues from services by approximately 8.5% from the amounts reported in both 2025 and 2024.

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

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, 2024 compared to December 31, 2023.

Consequently, shareholders’ equity decreased by $4.0 as a result of the foreign currency translation as of December 31, 2024.

If the United States dollar had strengthened an additional 10% as of December 31, 2024, resulting translation adjustments recorded in shareholders’ equity would have decreased by approximately $6.0 from the amounts reported.

The United States dollar weakened relative to many foreign currencies as of December 31, 2023 compared to December 31, 2022.

Consequently, shareholders’ equity increased by $17.1 as a result of the foreign currency translation as of December 31, 2023.

The resulting translation adjustments are recorded in shareholders’ equity as a component of AOCL.

As a result of the United States dollar weakening against many foreign currencies as of December 31, 2025 compared to December 31, 2024, shareholders’ equity increased by $81.4 due to foreign currency translation.

If the United States dollar had weakened an additional 10% as of December 31, 2025, resulting translation adjustments recorded in shareholders’ equity would have increased by approximately $70.0 from the amounts reported.

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As of December 31, 2025, we had outstanding $1,639.0 (€1,400.0) in principal amount of Euro-denominated notes.

These notes have been designated as a hedge of our net investment in subsidiaries with a Euro-functional currency as of December 31, 2024.

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 decreased by $61.5, net of tax, due to changes in accumulated other comprehensive loss during 2024, due to the currency impact on these designated borrowings.

Of these notes, $1,055.2 (€900.0) have been designated as a hedge of our net investment in subsidiaries with a Euro-functional currency as of December 31, 2025.

Shareholders’ equity decreased by $125.3, net of tax, due to changes in AOCL during 2025, due to the currency impact on these designated borrowings.

The hypothetical impact of the stated change in rates on 2025 total other comprehensive income/loss for the Euro Notes and forward contracts is as follows:

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

Goodwill – Certain Reporting Units - Refer to Notes 1 and 7 to the financial statements

Goodwill – United States, United Kingdom, and Switzerland Reporting Units – 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 uses the income approach that estimates the fair value of the future discounted cash flows method.

This method requires management to make significant estimates and assumptions related to discount rates, revenue growth rates, and operating unit profit margins for each reporting unit.

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

The Company deploys the income approach to estimate the fair value of future discounted cash flows, 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.

The three reporting units we identified as a critical audit matter are within North America and Europe, have fair values exceeding their carrying values as of the annual assessment, and represent $1,243.0 million of the consolidated Goodwill balance.

Revenue growth rates, operating unit profit margins, and discount rates for these three reporting units are sensitive to significant and long-term deterioration in the macroeconomic environment, industry or market conditions.

The goodwill for these three reporting units was identified as a critical audit matter considering the quantitative significance of recorded goodwill, the lower level of excess fair value, and the sensitivity of management’s estimates and assumptions to changes in the macroeconomic environment, industry or market conditions.

During the second quarter of 2025, the Company identified circumstances that caused it to evaluate the goodwill associated with the United Kingdom and Switzerland reporting units for potential impairment.

The Company updated their cash flow estimates to reflect current market conditions and as a result of the test, recorded a goodwill impairment in the amount of $33.4 million and $24.7 million related to the amounts by which the United Kingdom and Switzerland reporting unit’s carrying amount exceed its estimated fair value, respectively.

Subsequent to the impairment charge recorded during the second quarter of 2025, the Company performed its annual impairment test of goodwill as of July 1st.

Because the estimated fair value of these reporting units was not below the associated carrying value no additional impairments were recorded.

The forecasted revenues, operating unit profit margins and the discount rate for the United States, United Kingdom, and Switzerland reporting units are highly sensitive to changes in demand and the macroeconomic environment.

Additionally the excess fair value of the United States reporting unit is above 10%, while the fair value of the United Kingdom and Switzerland reporting units approximate the carrying values.

Therefore, minor changes to the significant estimates and assumptions could result in an impairment.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve professionals in our firm having expertise in valuation, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to revenue growth rates, operating unit margins, and selection of the discount rates.

Considering these factors, we identified goodwill associated with the United States, United Kingdom and Switzerland reporting units as a critical audit matter.

Auditing these estimates required a high degree of auditor judgment and an increased extent of effort, including the need to involve professionals in our firm having expertise in valuation, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to revenue growth rates, operating unit margins, and selection of the discount rates.

How the Critical Audit Matter Was Addressed in the Audit

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• We reviewed the reconciliation of the fair value of the reporting units to the market capitalization of the Company and assessed the resulting control premium.

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

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

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Cost of services

Selling and administrative expenses, excluding goodwill impairment charges

Goodwill impairment charges

Selling and administrative expenses, excluding impairment charges

Impairment charges

Selling and administrative expenses

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Provision for income taxes

Net earnings per share – basic

Net earnings per share – diluted

Net (loss) earnings

Net (loss) earnings per share – basic

Net (loss) earnings per share – diluted

Weighted average shares – basic

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Year Ended December 31

Net (loss) earnings

Other comprehensive income (loss):

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Unrealized adjustments on interest rate swap, net of income taxes of

$( 0.1 ), $( 0.1 ) and $ 0.4 , respectively

$( 0.1 ) for all years

Defined benefit pension plans and retiree health care plan, net of income

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Employee compensation payable

Accrued liabilities

Accrued payroll taxes and insurance

Accrued liabilities

Value added taxes payable

Short-term operating lease liability

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

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

Common stock, $ .01 par value, authorized 125,000,000 shares, issued 118,853,620

and 118,387,641 shares, respectively

Common stock, $ .01 par value, authorized 125,000,000 shares, issued 119,161,780 and 118,853,620 shares, respectively

Capital in excess of par value

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Cash Flows from Operating Activities

Net (loss) earnings

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

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Other liabilities

Cash provided by operating activities

Cash (used in) provided by operating activities

Cash Flows from Investing Activities

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Net change in short-term borrowings

Net repayments of revolving debt facility

Proceeds from long-term debt

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Payments for debt issuance costs

Proceeds from derivative settlement

Payments of contingent consideration for acquisitions

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Other share-based award transactions

Repurchases of common stock

Repurchases of common stock and excise tax

Dividends paid

Cash used in financing activities

Cash provided (used in) by financing activities

Effect of exchange rate changes on cash

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Dividends ($ 2.94 per share)

Repurchases of common stock

Noncontrolling interest transactions

Repurchases of common stock, including excise tax

Balance, December 31, 2023

Other comprehensive loss

Other comprehensive income

Issuances under equity plans

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Dividends ($ 3.08 per share)

Repurchases of common stock, including

Repurchases of common stock, including excise tax

Noncontrolling interest transactions

Balance, December 31, 2024

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Dividends ($ 1.44 per share)

Repurchases of common stock, including

Repurchases of common stock, including excise tax

Noncontrolling interest transactions

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

Our global network of over 2,100 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 global network of approximately 2,100 offices in more than 70 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, Italy, and the United Kingdom.

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

Reclassification

Certain amounts within cash provided by operating activities on the Consolidated Statements of Cash Flows have been reclassified to conform to current year presentation.

Accounts payable has been separated from other liabilities and is now separately disclosed on the Consolidated Statements of Cash Flows.

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

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This allowance is calculated on an entity-by-entity basis with consideration for historical write-off experience, age of receivables, market conditions, and a specific review for expected credit losses.

Items that affect this balance mainly include provision for expected credit losses and the write-off of accounts receivable balances.

Items that affect this balance mainly include provision for credit losses and the write-off of accounts receivable balances.

Changes in allowance for expected credit losses are as follows:

Bad Debt Expense

Reclassifications

Balance at Beginning of Year

Provision for Credit Losses

Currency Impact and Other

Balance at End of Year

(a) Includes a $ 24.7 bad debt write-off in Italy to secure tax benefits.

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

Provision for credit losses 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.

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We use our restructuring reserve for severance, office closures, office consolidations, and professional and other fees related to restructuring in multiple countries and territories.

We expect a majority of the remaining $ 46.5 reser ve will be paid by the end of 2025.

We expect a majority of the remai ning $ 35.1 re serve will be paid by the end of 2026.

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

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Severance costs

Lease costs (c)

Non-cash charges

Balance, December 31, 2024

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(a) Balance related to United States was $ 3.7 as of December 31, 2023.

In 2023, United States incurred $ 7.7 for severance costs and paid $ 4.6 , leaving a $ 3.7 liability as of December 31, 2023.

In 2024, United States incurred $ 6.0 for severance costs, $ 0.1 for other costs and paid $ 5.8 , leaving a $ 4.0 liability as of December 31, 2024.

(b) France had a $ 0.9 liability as of December 31, 2022.

In 2023, France incurred $ 2.1 for severance costs, $ 0.4 for other costs and paid $ 0.9 , leaving a $ 2.5 liability as of December 31, 2023.

In 2024, France incurred $ 1.3 for severance costs, $ 0.5 for other costs and paid $ 3.1 , leaving a $ 1.2 liability as of December 31, 2024.

As of December 31, 2022 Italy had no restructuring liability.

In 2023, Italy incurred $ 1.6 for severance costs and paid $ 0.6 , leaving a $ 1.0 liability as of December 31, 2023.

In 2024, Italy incurred $ 1.9 for severance costs, $ 0.1 for other costs and paid $ 1.0 , leaving a $ 2.0 liability as of December 31, 2024.

In 2025, United States incurred $ 2.6 for severance costs and paid $ 6.0 , leaving a $ 0.6 li ability as of December 31, 2025.

(b) France had a $ 2.5 liab ility as of December 31, 2023.

In 2024, France incur red $ 1.3 for severance costs, $ 0.5 for other costs and paid $ 3.1 , leaving a $ 1.2 liability as of December 31, 2024.

In 2025, France incurred $ 5.0 for severance costs and paid $ 3.1 , leaving a $ 3.1 liabilit y as of December 31, 2025.

As of December 31, 2023, Italy had a $ 1.0 liability.

In 2024, I taly incurred $ 1.9 for severance costs, $ 0.1 for other costs and paid $ 1.0 , leaving a $ 2.0 lia bility as of December 31, 2024.

In 2025, Italy incurred $ 0.4 f or severance costs and paid $ 1.8 , leaving a $ 0.6 liability as of December 31, 2025.

(c) Liabilities related to exited leased facilities are recorded within our short-term and long-term operating lease liabilities within our Consolidated Balance Sheets.

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Cross-currency swaps

Foreign currency forward contracts

Cross-currency swaps

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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 $ 928.5 and $ 977.6 as of December 31, 2024 and 2023 , respectively, compared to a carrying value of $ 928.4 and $ 988.2 , respectively.

The fair value of the Euro-denominated notes, as observable at commonly quoted intervals (Level 2 inputs), was $ 1,645.3 and $ 928.5 as of December 31, 2025 and 2024, respectively, compared to a carrying value o f $ 1,639.0 and $ 928.4 , respectively.

Goodwill and Other Intangible Assets

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Tradenames (b)

Reacquired franchise rights

Reacquired franchise rights (c)

Total intangible assets

(a) Balances were net of accumulated impairment loss of $ 749.3 as of both December 31, 2024 and 2023 .

(a) Balances were net of accumulated impairment loss of $ 807.4 and $ 749.3 as of December 31, 2025 and 2024 , respectively.

(b) Balances were net of accumulated impairment loss of $ 139.5 as of both December 31, 2025 and 2024 .

The consolidated amortization expense related to intangibles was $ 31.3 , $ 32.7 and $ 34.6 in 2025, 2024 and 2023, respectively.

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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.

In the event the fair value of a reporting unit is less than the carrying value including goodwill, we record an impairment charge equal to the excess of the carrying amount over the fair value.

Similarly, if the fair value of an indefinite-lived intangible asset is less than its carrying value, we record an impairment charge for the difference.

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 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.

The excess of fair value over carrying amount for our goodwill reporting units, which exceeded 15 % or more of the respective carrying amounts, was sufficient to conclude that no impairment was indicated.

The reacquired franchise right associated with our Switzerland business, which is an infinite-lived intangible asset, had an excess of fair value over carrying value of 5.2 %.

Key assumptions included in the impairment test included a discount rate of 13.1 % and OUP margins ranging from 2.3 % to 5.5 %.

The carrying value of the reacquired franchise right as of June 30, 2024 was $ 27.7 .

While the excess of fair value over carrying amount exceeded 15 % for our reporting units, we did see a lower level of excess fair value year over year in many of our North America and Europe reporting units including three of these reporting units which approximate $ 1,243.0 of the consolidated goodwill balance.

We evaluate the following assumptions which are used in our goodwill impairment tests:

expected future revenue growth rates, operating unit profit (OUP) margins, working capital levels, discount rates, and terminal value revenue growth rate.

We consider expected future revenue growth rates, OUP margins and discount rates to be the more significant assumptions.

For indefinite-lived intangible assets, we use either an income approach or a relief-from-royalty method, depending on the nature of the asset.

Significant assumptions include expected future revenue growth rates, profit margins, discount rates, and market participant assumptions.

We identified several factors affecting our United Kingdom and Switzerland reporting units that led us to conclude an interim goodwill impairment assessment was necessary.

As a result, we recognized a partial non-cash goodwill impairment loss of $ 33.4 for our United Kingdom reporting unit in our Northern Europe segment and $ 24.7 for our Switzerland reporting unit in our Southern Europe segment, reducing their carrying values to estimated fair value.

Key assumptions in the United Kingdom discounted cash flow valuation included a discount rate of 11.4 %, revenue growth for the next 10 years ranging from - 8.4 % to 10.0 %, and average OUP margin approximating 2 .5 %.

Key assumptions in the Switzerland discounted cash flow valuation included a discount rate of 11.2 %, revenue growth for the next 10 years ranging from - 12.4 % to 12.0 % and average OUP margin approximating 3.0 %.

In addition, we recognized a full impairment of $ 30.6 related to the reacquired franchise right associated with our Switzerland business, which is an indefinite-lived intangible asset.

Key assumptions included in the indefinite-lived intangible asset impairment test included a discount rate of 13.7 % and OUP margins ranging from 1.0 % to 4.0 %.

During the third quarter of 2025, we completed the annual impairment test of our goodwill and indefinite-lived intangible assets.

The fair value exceeded the carrying amount by more than 10 % for all reporting units except the United Kingdom and Switzerland, whose carrying values had already been adjusted to fair value in the second quarter.

As of December 31, 2025, the goodwill balances related to our United Kingdom and Switzerland reporting units wer e $ 78.0 and $ 35.5 , respectively.

Key assumptions for our United States reporting unit in our Americas segment, which represents the reporting unit with the most significant goodwill balance, included a discount rate of 9.4 %, revenue growth rates for the next 10 years ranging from - 1.7 % to 8.0 % and average OUP margins approximating 5.0 %.

Management closely monitors the performance and assumptions used in our fair value estimates, along with macroeconomic and operational developments that may impact future impairment assessments.

Additionally, we performed an updated analysis of our market capitalization reconciliation to the values derived from our discounted cash flow models during our annual impairment testing in light of the lower stock price as of December 31, 2025.

We concluded, based on our analysis performed, that the fair value of the reporting units continued to equal or exceed the carrying value and did not identify a triggering event.

There could be significant further dec reases 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

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Property and equipment

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

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

buildings - up to 40 years ;

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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.

Our Consolidated Balance Sheets now present ROU assets, short-term lease liability and long-term lease liability as separate line items.

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

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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.

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 AOCL 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.

If the derivative is designated as a net investment hedge in a foreign operation, the changes in the fair value of the derivative are recognized in cumulative translation adjustment ("CTA") within other comprehensive income and held there until the hedged net investment is sold or liquidated.

At that point, the amount recognized in CTA is reclassified to earnings and reported in the same line item as the gain or loss on the liquidation of the net investment.

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’ equity.

The resulting translation adjustments are recorded as a component of AOCL, which is included in shareholders’ equity.

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

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’ Equity

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In 2025 , we repurchased a total of 0.7 million shares under the 2023 authorization, at a total cost of $ 37.5 including excise tax on share repurchases of $ 0.5 .

In 2024, we repurchased a total of 2.0 million shares under the 2023 authorization, at a total cost of $ 140.9 including excise tax on share repurchases of $ 0.9 .

In 2023, we repurchased a total of 2.4 million shares comprised of 2.0 million shares under the 2021 authorization and 0.4 million shares under the 2023 authorization, at a total cost of $ 181.5 including excise tax on share repurchases of $ 1.7 .

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 .

As of December 31, 2025 , there were 1.9 million shares remaining authorized for repurchase under the 2023 authorization and no shares remaining authorized for repurchase under the 2021 authorization.

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

We recorded expenses of $ 0.3 , $ 0.4 and $ 0.8 for 2024, 2023 and 2022 , respectively.

We recorded income of $ 0.2 for 2025 and expenses of $ 0.3 and $ 0.4 for 2024 and 2023 , respectively.

Cash and Cash Equivalents

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

Accounting Standards Effective as of January 1, 2024

In November 2023, the FASB issued new guidance on segment reporting.

The guidance requires an annual and interim disclosure of significant segment expenses that are (1) regularly provided to the chief operating decision maker and (2) included in the reported measure of segment profit or loss.

The guidance also allows companies to disclose multiple measures of segment profit or loss if those measures are used to assess performance and allocate resources.

We adopted the new guidance for our 2024 annual disclosures.

Accounting Standards Effective in 2025

In December 2023, the FASB issued a final standard on improvements to income tax disclosures.

The guidance requires that public entities on an annual basis disclose disaggregated information about the rate reconciliation as well as income taxes paid.

We adopted the new guidance for our 2025 annual disclosures on a prospective basis.

See Note 5 to the Consolidated Financial Statements for more information.

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The guidance is effective for our 2027 annual financial statements and can be adopted prospectively or retrospectively.

We are currently assessing the impact of the adoption of this guidance on our financial statement disclosures.

In December 2023, the FASB issued a final standard on improvements to income tax disclosures.

The guidance requires that public entities on an annual basis disclose disaggregated information about the rate reconciliation as well as income taxes paid.

The new standard is effective for our 2025 annual disclosures and will be adopted prospectively.

The adoption of this guidance will not have a material impact on our Consolidated Financial Statements.

Adoption of this guidance will not have a material impact on our Consolidated Financial Statements.

In September 20 25, the FASB issued new guidance on internal-use software.

The guidance removes the requirement to evaluate costs by development stage and allows capitalization to begin once management commits funding and completion is probable.

The new standard is effective as of January 1, 2028, with early adoption permitted.

It may be adopted prospectively or retrospectively.

We are currently assessing the impact of this guidance on our Consolidated Financial Statements.

In November 2025, the FASB issued new guidance on hedge accounting.

The guidance provides additional requirements in f ive areas:

similar risk assessment, treatment of Choose-Your-Rate debt, nonfinancial forecasted transactions, net written options, and dual-hedging foreign-currency-denominated debt.

The guidance is effective for us as of January 1, 2027.

Adoption of this guidance will not have a material impact on our Consolidated Financial Statements.

In December 2025, the FASB issued new guidance on government grants.

The guidance requires entities to recognize government grants when they meet the conditions for receipt and to present them either as a reduction of related expenses or as other income, based on the nature of the grant.

It also requires specific disclosures about the nature, terms, and amounts of government grants received.

The guidance is effective for us as of January 1, 2029.

Adoption of this guidance will not have a material impact on our Consolidated Financial Statements.

In December 2025, the FASB issued new guidance on interim reporting.

The guidance clarifies which annual disclosures must be repeated in interim periods, aligns interim reporting guidance with other recent standards, and simplifies certain interim presentation requirements.

The guidance is effective for us as of January 1, 2028.

Adoption of this guidance will not have a material impact on our Consolidated Financial Statements.

(2) Revenue Recognition

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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 fe es were $ 14.4 , $ 14.8 and $ 15.7 f or the years ended December 31, 2024, 2023 and 2022, respectively.

Franchise fees were $ 16.6 , $ 14.4 and $ 14.8 f or the years ended December 31, 2025, 2024 and 2023, respectively.

Disaggregation of Revenues

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Intercompany Eliminations

(a) Effective January 1, 2024, our segment reporting was realigned to include our Puerto Rico business within Other Americas.

Accordingly, United States is now adjusted to exclude Puerto Rico.

All previously reported results have been restated to conform to the current year presentation.

Year Ended December 31, 2024(ᵃ)

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Intercompany Eliminations

(a) Effective January 1, 2024, our segment reporting was realigned to include our Puerto Rico business within Other Americas.

Accordingly, United States is now adjusted to exclude Puerto Rico.

All previously reported results have been restated to conform to the current year presentation.

(a) Effective Janu ary 1, 2025, our segment reporting was realigned to include our Morocco business within Other Southern Europe.

Accordingly, France is now adju sted to exclude Morocco.

All previously reported results have been recast to conform to the current year presentation.

Year Ended December 31, 2023(ᵃ)

United States

Other Americas

Southern Europe:

Other Southern Europe

Northern Europe

Intercompany Eliminations

(a) Effective Janu ary 1, 2025, our segment reporting was realigned to include our Morocco business within Other Southern Europe.

Accordingly, France is now adju sted to exclude Morocco.

All previously reported results have been recast to conform to the current year presentation.

Year Ended December 31,

United States

Other Americas

Southern Europe:

Other Southern Europe

Northern Europe

Intercompany Eliminations

(a) Effective Janu ary 1, 2025, our segment reporting was realigned to include our Morocco business within Other Southern Europe.

Accordingly, France is now adju sted to exclude Morocco.

All previously reported results have been recast to conform to the current year presentation.

(3) Share-Based Compensation Plans

During 2024, 2023 and 2022, we recognize d $ 27.3 , $ 28.7 and $ 37.6 , 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.

During 2025, 2024 and 2023, we recognize d $ 26.3 , $ 27.3 and $ 28.7 , respectively, in share-based compensation expense related to stock options, deferred stock, restricted stock, performance share units and savings-related share option scheme, all of which is recorded in selling and administrative expenses.

Consideration received from share-based awards for 2025, 2024 and 2023 was $ 0.0 , $ 0.8 and $ 1.8 , respectively.

The income tax benefit recognized during 2024, 2023 and 2022 was $ 1.3 , $ 1.0 and $ 2.6 , respectively, for the United States share-based compensation and $ 1.2 , $ 1.6 and $ 1.3 , respectively, for non-United States share-based compensation.

We recognized income tax expense of $0.3 in 2025, and income tax benefits of $1.3 and $1.0 in 2024 and 2023, respectively, for the United States share-based compensation.

For non-United States share-based compensation, we recognized income tax benefits of $ 1.0 , $ 1.2 and $ 1.6 for 2025, 2024 and 2023, respectively.

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

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We recognized expense of $ 0.0 , $ 0.2 and $ 0.5 related to stock options for the years ended December 31, 2025, 2024 and 2023, respectively.

The total fair value of options vested during the same periods w as $ 1.5 , $ 2.2 an d $ 2.8 , respectively.

The total fair value of options vested during the same periods w as $ 0.7 , $ 1.5 and $ 2.2 , respectively.

As of December 31, 2025, there was no unrecognized compensation cost.

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During 2025, 2024 and 2023, there were 12,476 , 9,060 and 8,412 , respectively, shares of restricted stock granted to our non-employee directors, all of which are vested.

During 2024, 2023 and 2022, we recognize d $ 18.9 , $ 18.9 and $ 19.1 , respectively, of expense related to restricted stock awards.

During 2025, 2024 and 2023, we recognize d expense of $ 19.4 , $ 18.9 and $ 18.9 , respectively, related to restricted stock awards.

As of December 31, 2025, there was $ 13.9 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.

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Grant Date(s)

Performance Period (years)

Vesting Date (1)

February 11, 2022

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February 14, 2025

Performance Period (years)

Vesting Date (a)

February 2025

February 2026

February 2027

February 2028

Payout Levels (in units):

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Shares Issued in 2025

Shares Issued in 2023

Payout Achieved Over Performance

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

Payout Achieved Over Performance Period

(a) Awards are schedule d to vest after the Com mittee determines the achievement of the performance criteria.

We recognize and adjust compensation expense based on the likelihood of the performance criteria specified in the award being achieved.

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The total cash consideration paid for acquisitions, net of cash acquired, for the years ended December 31, 2025, 2024, and 2023 was $ 2.3 , $ 7.7 and $ 0.0 , respectively.

The 2025 payments mainly represent a contingent consideration payment related to a previous acquisition.

The 2024 payments represent a consideration payment for a franchise in the United States and contingent consideration payments related to a previous acquisition.

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

Also included in the 2022 payments are consideration payments for franchises in the United States and contingent consideration payments related to previous acquisitions, of which $ 3.8 had been recognized as a liability at the acquisition date.

As of December 31, 2024, goodwill and other intangible assets resulting from the 2024 acquisitions wer e $ 1.4 and $ 3.1 , respectively.

We did not make any acquisitions in 2023.

As of December 31, 2025, goodwill and other intangible assets resulting from the 2025 acquisitions were $ 0.9 and $ 0.0 , respectively.

As of December 31, 2024, goodwill and other intangible assets resulting from the 2024 acquisitions were $ 1.4 and $ 3.1 , respectively.

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

On October 15, 2024, we disposed of our Austria business in our Southern Europe segment for cash proceeds of $ 0.1 and simultaneously entered into a franchising agreement.

In connection with the disposition, we recognized a one-time net loss on disposi tion of $ 7.7 , of which $ 4.9 was included in selling and administrative expenses and $ 2.8 was included in interest and other expenses in the Consolidated Statements of Operations in the year ended December 31, 2024.

On May 31, 2025, we disposed of our New Caledonia business in our APME segment and simultaneously entered into a franchise agreement.

In connection with this transaction, we recognized a one-time net loss on disposition of $ 1.4 , of which $ 0.2 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, 2025.

On May 30, 2025, we disposed of our South Africa business in our Northern Europe segment in exchange for a non-interest-bearing loan receivable of $ 1.4 and simultaneously entered into a franchising agreement.

We recognized a one-time net loss on disposition of $ 4.8 , of which $ 2.2 was included in selling and administrative expenses and $ 2.6 was included in interest and other expenses in the Consolidated Statements of Operations in the year ended December 31, 2025.

On November 1, 2024, we disposed of our South Korea business in our APME segment for cash proceeds of $ 20.6 and simultaneously entered into a franchising agreement under which the new ownership will operate Manpower Korea under the Manpower brand.

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The franchise arrangement represents a significant component of the transaction.

Our South Korea business contributed $ 349.9 and $ 324.2 of revenues for the year ended December 31, 2023 and 2022, respectively.

Our South Korea business contributed $ 349.9 of revenues for the year ended December 31, 2023.

On October 15, 2024, we disposed of our Austria business in our Southern Europe segment for cash proceeds of $ 0.1 and simultaneously entered into a franchising agreement.

In connection with the disposition, we recognized a one-time net loss on disposi tion of $ 7.7 , of which $ 4.9 was included in selling and administrative expenses and $ 2.8 was included in interest and other expenses in the Consolidated Statements of Operations in the year ended December 31, 2024.

On September 29, 2023, we disposed of our Philippines business in our APME segment for total consideration of $ 6.5 .

In connection with the disposition, we recognized a one-time net loss on disposition of $ 1.3 , which was included in interest and other expenses in the Consolidated Statements of Operations in the year ended December 31, 2023.

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.

(5) Income Taxes

The earnings (loss) before income taxes was as follows:

Year Ended December 31

United States

Non-United States

Total earnings before income taxes

The provision for income taxes was as follows:

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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:

The cash paid, net of refunds, for income taxes was as follows:

Year Ended December 31

United States

Non-United States

Total income taxes paid, net

A tax reconciliati on, between taxes computed at the United States federal statutory rat e of 21 % a nd the consolidated effective tax rate for 2025 i s as follows:

Year Ended December 31

Tax provision at the U.S.

federal statutory rate

Foreign tax effects

Statutory income tax rate differential

Effects of changes in tax legislation (a)

French business tax (b)

Statutory income tax rate differential

Change in valuation allowance

Statutory income tax rate differential

Withholding Taxes

Italy Regional Production Tax

United Kingdom

Goodwill Impairment (c)

Nondeductible interest

Change in valuation allowance

Statutory income tax rate differential

Other foreign jurisdictions, net

Effect of cross-border tax laws

State and local income taxes, net of federal benefit (d)

Foreign Tax Credits

General business tax credits (e)

Change in valuation allowance

Nontaxable or nondeductible items

Change in unrecognized tax benefits

Tax provision

(a) In February 2025, the French Parliament approved the Finance Bill for 2025 which enacted an exceptional corporate income tax surcharge.

In February 2026, the French government passed the Finance Bill for 2026 which includes a one-year extension of the exceptional corporate income tax surcharge.

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

The gross amount of the French business tax was $ 11.8 for 2025.

The $ 9.3 for 2025 represents the French business tax expense net of the French tax benefit using the United States federal rate of 21 %.

In addition to the previously mentioned exceptional surcharge, the Finance bill for 2025 included a three-year delay to the scheduled phase-out of the French business tax.

(d) New York and Texas account for the majority of the state and local income tax expense.

(e) The Work Opportunity Tax Credit expired on December 31, 2025.

A tax reconciliation between taxes computed at the United States federal statutory rate of 21 % a nd the consolidated effective tax rate for 2024 and 2023 is as follows:

Year Ended December 31

Income tax based on statutory rate

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Change in valuation allowance (c)

Work Opportunity Tax Credit (d)

Work Opportunity Tax Credit

Foreign-Derived Intangible Income deduction

Goodwill impairment (e)

Change in unrecognized tax benefits (f)

Goodwill impairment (d)

Change in unrecognized tax benefits (e)

Tax provision

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The gross amount of the French business tax was $ 11.7 , and $ 16.4 for 2024 and 2023 respectively.

The amounts in the table above of $ 9.2 , $ 13.0 and $ 24.6 for 2024, 2023, and 2022, respectively, represent the French business tax expense net of the French tax benefit using the United States federal rate of 21 %.

In December 2023, the French Parliament approved the Finance Bill for 2024 which reversed the scheduled elimination of the business tax in 2024 and replaced it with a gradual reduction of the tax rate (i.e., 0.28 % in 2024, 0.19 % in 2025, 0.09 % in 2026) before eliminating altogether in 2027.

Recent proposals have called for a delay in the gradual reduction of the French business tax, which could defer the scheduled reductions to future years.

(b) Included in Other Non-United States tax rate differences is the impact of all No n-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 $ 0.6 , $ 0.8 and $ 1.5 for 2024, 2023 and 2022, 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.

The $ 9.2 and $ 13.0 for 2024 and 2023, respectively, represent the French business tax expense net of the French tax benefit using the United States federal rate of 21 %.

(b) 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 %.

(c) Losses incurred in 2024 and 2023 in Germany resulted in an increase in valuation allowance of $ 16.1 and $ 46.3 , respectively.

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

(e) Non-deductible portion of the goodwill impairment charges recorded in the Netherlands in 2023 and 2022.

(f) Effective settlement of an audit during the third quarter of 2023 resulted in the recognition of a tax benefit of $ 10.8 .

(d) Non-deductible portion of the goodwill impairment charges recorded in the Netherlands in 2023.

(e) The 2023 amount includes a tax benefit of $ 10.8 resulting from an effective settlement of an audit.

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

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Total future tax benefits

For 2024 , the Other category was updated to remove tax credit, capital loss, and other carryforwards.

The capital loss carryforwards of $ 27.4 and $ 25.2 for 2024 and 2023 , respectively, were combined with net operating losses, and the category was renamed to Tax loss carryforwards.

The capital loss carryforwards are fully offset by valuation allowance due to the expiration of carryforwards and uncertain source of future capital gains.

The tax credit and other carryforwards were combined in a new category and consist primarily of U.S.

The tax loss carryforward category includes capital loss carryforwards of $ 25.6 and $ 27.4 fo r 2025 and 2024 , respectively, which are fully offset by valuation allowance due to the expiration of carryforwards and uncertain source of future capital gains.

The tax credit and other carryforwards consist primarily of U.S.

foreign and general business tax credits.

A related valuation allowance of $ 13.4 was recorded as of December 31, 2025, as management believes that realization of certain tax credit carryforwards is unlikely.

Pre-tax earnings of non-United States operations were $ 246.0 , $ 165.2 and $ 380.9 in 2024, 2023, and 2022, r espectively.

We have not provided deferred taxes on $ 372.0 of accumulated unremitted earnings of non-United States subsidiaries that are considered indefinitely reinvested.

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As of December 31, 2025, deferred taxes for non-United States withholding and other taxes were provided on $ 1,662.1 of accumulated unremitted earnings of non-United States subsidiaries that may be remitted to the United States.

As of December 31, 2024 and 2023 , we have recorded a deferred tax liability of $ 25.9 and $ 23.1 , 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 $ 1,041.2 and $ 151.5 , respectively, as of December 31, 2024 .

As of December 31, 2025 and 2024, we have recorded a deferred tax liability of $ 28.2 and $ 25.9 , res pectively, 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 totalin g $ 1,303.1 an d $ 178.4 , respectively, as of December 31, 2025 .

The net operating loss carryforwards expire as follows:

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A related valuation allowance of $ 206.8 was recorded as of December 31, 2025, due to the expiration of net operating loss carryforwards and uncertain source of future taxable income.

We had gross unrecognized tax benefits related to various tax jurisdictions, including interest and penalties, of $ 36.1 , $ 32.8 and $ 81.6 in 2024, 2023 and 2022, respectively.

We had gross unrecognized tax benefits related to various tax jurisdictions, including interest and penalties, of $ 41.4 , $ 36.1 and $ 32.8 i n 2025, 2024 and 2023, respectively.

If recognized, the entire amount would favorably affect the effective tax rate except for $ 10.0 .

Our unrecognized tax benefits decreased by $ 48.8 during 2023 primarily due to the effective settlement of an audit during the third quarter, which resulted in the recognition of a tax benefit of $ 10.8 .

We do not expect our unrecognized tax benefits to change significantly over the next 12 months.

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

We accrued net interest and penalties of $ 0.4 , $ 0.5 and $ 0.6 in 2025, 2024 and 2023, respectively.

We reduced our accrued interest and penalties related to unrecognized tax benefits by $ 4.2 p rimarily due to the effectively settled income tax audit in the third quarter of 2023.

We reduced our accrued interest and penalties related to unrecognized tax benefits by $ 4.2 primari ly due to the effectively settled income tax audit in the third quarter of 2023.

The following table summarizes the activity related to our unrecognized tax benefits during 2025, 2024, and 2023:

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Generally, the tax years that could be subject to examination are 2018 through 2025 for our major operations in France, Italy, the United Kingdom and the United States.

As of December 31, 2024 , we were subject to tax audits in Austria, Germany, India, Israel, Spain and the United States.

(6) Net Earnings Per Share

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

As of December 31, 2025 , we were subject to tax audits in Germany, India, Israel, Spain and the United States.

(6) Net (Loss) Earnings Per Share

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

Year Ended December 31

Net earnings available to common shareholders:

Net (loss) earnings available to common shareholders:

Weighted-average common shares outstanding (in millions):

Weighted-average common shares outstanding – basic

Effect of other share-based awards

Effect of share-based awards

Weighted-average common shares outstanding – diluted

Net earnings per share – basic

Net earnings per share – diluted

There were 0.8 million, 0.6 million and 0.5 million share-based awards excluded from the calculation of net earnings per share - diluted for the years ended December 31, 2024, 2023 and 2022, respectively, because their impact was anti-dilutive.

Net (loss) earnings per share – basic

Net (loss) earnings per share – diluted

There were 1.1 million, 0.8 million and 0.6 million share-based awards excluded from the calculation of net (loss) earnings per share - diluted for the years ended December 31, 2025, 2024 and 2023, respectively, because their impact was anti-dilutive.

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

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Balance, January 1, 2024 (d)

Impairment Charge (e)

Currency impact

Balance, December 31, 2024 (d)

Impairment Charges (e)

Currency impact

Balance, December 31, 2025 (d)

(a) Balances related to United States were $ 1,006.5 , $ 1,005.8 and $ 1,007.2 as of January 1, 2023, December 31, 2023 and December 31, 2024 , respectively.

(a) Balances related to United States were $ 1,005.8 , $ 1,007.2 an d $ 1,007.2 as of January 1, 2024, December 31, 2024 and December 31, 2025 , respectively.

(b) Balances related to France were $ 75.6 , $ 70.9 and $ 80.5 as of January 1, 2024, December 31, 2024 and December 31, 2025 , respectively.

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

(d) Balances were net of accumulated impairment loss of $ 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 January 1, 2023;

and $ 749.3 ($ 232.1 related to Northern Europe, $ 3.8 related to APME, $ 235.2 related to Right Management and $ 278.2 related to Corporate) as of both December 31, 2023 and 2024.

(e) The impairment charge relates to our Netherlands reporting unit, which was recorded during the fourth quarter 2023.

(d) Balances were net of accumulated impairment loss of $ 749.3 ($ 232.1 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, 2024 and December 31, 2024;

and $ 807.4 ($ 24.7 related to Southern Europe, $ 265.5 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, 2025.

(e) The impairment charges relate to our Switzerland and United Kingdom reporting units, which were recorded during the second quarter of 2025.

See Note 1 to the Consolidated Financial Statements for further information.

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€ 400.0 due June 2027

€ 500.0 due December 2030

Less current maturities

Long-term debt

On December 15, 2025, we offered and sold € 500.0 aggregate principal amount of the Company’s 3.750 % notes due December 2030 (the “2025 € 500.0 notes”).

The net proceeds from the 2025 € 500.0 notes of € 497.4 were used in January 2026 to redeem our 2018 € 500.0 notes due June 22, 2026.

The 2025 € 500.0 notes were issued at a price of 99.839 % to yield an effective interest rate of 3.786 %.

Interest on the 2025 € 500.0 notes is payable in arrears on December 13 of each year.

The 2025 € 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.

On June 30, 2022, we offered and sold € 400.0 aggregate principal amount of the Company’s 3.50 % notes due June 30, 2027 (the “2022 € 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 proceeds from the 2022 € 400.0 notes were used in July 2022 to redeem our € 400.0 1.875 % notes due September 11, 2022.

The 2022 € 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.

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The 2018 € 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.

We redeemed those notes in January 2026 using the proceeds from the 2025 € 500.0 notes.

Both the 2018 € 500.0 notes and 2022 € 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.

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Revolving Credit Agreement

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).

On December 15, 2025, we entered into a new $ 600.0 five-year Credit Agreement (the “Credit Agreement”) with a syndicate of commercial banks to replace our previous $ 600.0 revolving credit facility.

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, 2024 and 2023 .

We may request an increase in revolving credit commitments under the facility of up to $ 300.0 in certain circumstances.

We had no borrowings under our $ 600.0 credit facility as of December 31, 2025 and 2024.

Outstanding letters of credit issued totaled $ 0.4 , hence additional borrowings of $ 599.6 were available to us under the facility as of both December 31, 2025 and 2024.

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At our current credit rating, the annual facility fee is 12.5 basis points paid on the entire facility and the credit spread is 112.5 basis points on any borrowings.

The Credit Agreement also contains customary events of default, including, among others, payment defaults, material inaccuracy of representations and warranties, covenant defaults, bankruptcy or involuntary proceedings, certain monetary and non-monetary judgments, change of control and customary ERISA defaults.

Debt Maturities

EBITDA is defined as net earnings before interest and other expenses, provision for income taxes, intangible asset amortization expense and depreciation and amortization expense.

For covenant purposes, net debt is defined as total debt less cash in excess of $ 200.0 through December 31, 2025 and less cash in excess of $ 300.0 thereafter.

The agreement allows certain restructuring expenses to be excluded from EBITDA, up to fixed annual amounts for 2025, 2026 and 2027, and up to 15 % of EBITDA beginning in 2028.

The maturities of long-term debt payable within each of the four years subsequent to December 31, 2026 are as follows:

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

In our Switzerland pension plan, we recognized a partial settlement as a result of local regulations and turnover common to our industry and reclassified pension losses of $ 3.8 , $ 5.8 and $ 2.7 in 2024, 2023, and 2022, respectively, net of tax, recorded in other comprehensive loss in 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:

In our Switzerland pension plan, we recognized a partial settlement as a result of local regulations and turnover common to our industry and reclassified pension losses of $ 2.0 , $ 3.8 and $ 5.8 in 2025, 2024 and 2023, respectively, net of tax, recorded in other comprehensive loss in t he Consolidated Statements of Comprehensive Income.

The re conciliation 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

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Interest cost

Actuarial (gain) loss

Actuarial loss (gain)

Plan participant contributions

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One of our plans is located in the United Kingdom.

In July 2024, the United Kingdom Court of Appeal upheld a ruling in the Virgin Media vs NTL Pension Trustee case, a decision that we were not a party to or involved in, that certain historical amendments for contracted-out defined benefit schemes were invalid if they were not accompanied by the correct actuarial confirmation.

Since there remain significant areas of uncertainty, we were not yet able to determine the impact of the ruling, if any, on our pension plan obligations as of December 31, 2024.

Amounts recognized in accumulated other comprehensive loss, net of tax, consisted of:

In July 2024, the United Kingdom Court of Appeal upheld a ruling in the Virgin Media vs.

NTL Pension Trustee case, a decision in which we were not a party, that certain historical amendments for contracted-out defined benefit schemes were invalid if they were not accompanied by the correct actuarial confirmation.

In June 2025, the Department for Work and Pensions confirmed that the government will introduce legislation allowing affected pension schemes to retrospectively obtain written actuarial confirmation that historic benefit changes met the necessary standards.

We have agreed with our plan trustees that, if needed, we intend to utilize this legislation when introduced.

Since there remain significant areas of uncertainty, we are unable to determine the impact of the ruling, if any, on our pension plan obligations as of December 31, 2025.

Amounts recognized in AOCL, net of tax, consisted of:

United States Plans

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Year Ended December 31

Net loss (gain)

Prior service cost

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Accumulated benefit obligation

In 2025, one of our larger plans merged with a smaller funded plan.

As a result of the transfer of assets and obligations from the merged plan, the surviving plan's assets exceeded its accumulated benefit obligation as of December 31, 2025.

As a result, this plan was included in the amounts disclosed above for 2024 but not for 2025.

The projected benefit obligation (PBO) for all qualified defined benefit pension plans w as $ 742.1 and $ 687.8 as of December 31, 2025 and 2024, respectively.

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Expected return on assets

Net (gain) loss

Net loss (gain)

Prior service cost

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Total recognized in net periodic benefit cost and other comprehensive

The estimated net loss 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 2025 are $ 0.4 and $ 0.6 , respective ly.

T he weighted-average assumptions used in the measurement of the benefit obligation were as follows:

The estimated net gain and prior service cost for the defined benefit pension plans that will be amortized from AOCL into net periodic benefit cost during 2026 are $ 0.6 and $ 0.7 , respective ly.

The weighted-average assumptions used in the measurement of the benefit obligation were as follows:

United States Plans

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Interest cost

Actuarial gain

Actuarial loss (gain)

Benefits paid

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Net amount recognized

The amount recognized in accumulated other comprehensive loss, net of tax, consists of a net gain of $ 1.1 and $ 0.3 as of December 31, 2024 and 2023 , respectively, and a prior service credit of $ 0.4 and $ 1.0 as of December 31, 2024 and 2023, respectively.

The amount recognized in AOCL, net of tax, consists of a net gain of $ 0.8 and $ 1.1 as of December 31, 2025 and 2024 , respectively, and a prior service cost of $ 0.2 and a credit of $ 0.4 as of December 31, 2025 and 2024, respectively.

The discount rate used in the measurement of the benefit obligation was 5.1 % and 5.5 % in 2025 and 2024 , respectively.

The discount rate used in the measurement of net periodic benefit cost was 5.5 %, 4.9 % and 5.1 % in 2025, 2024 and 2023, respectively.

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

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

Year Ended December 31

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in Other Comprehensive Income/Loss

Amortization of net loss

Net loss (gain)

Amortization of prior service credit

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Total recognized in net periodic benefit cost and other comprehensive

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 2025 is $ 0.8 .

No net gain/loss is estimated to be amortized in 2025.

The estimated prior service credit for the retiree health care plan that will be amortized from AOCL into net periodic benefit cost during 2026 is $ 0.8 .

The health care cost trend rate is assumed to be 7.8 % in 2026, decreasing gradually to an ultimate rate of 4.5 % in 2036.

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These plans had an asset and liability of $ 188.6 and $ 165.4 as of December 31, 2025 and 2024, respectively.

We recognized investment gains of $ 21.7 and $ 21.9 in 2024 and 2023, respectively, and an investment loss of $ 23.4 in 2022.

We recognized investment gains of $ 23.3 , $ 21.7 and $ 21.9 in 2025, 2024 and 2023, respectively.

These fair value adjustments are fully offset by corresponding impact to compensation expense within selling and administrative expenses.

(10) Accumulated Other Comprehensive Loss

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

The components of AOCL, net of tax, were as follows:

Foreign currency translation

Translation loss on long-term intercompany loans, net of income taxes of $ 19.1 on both dates

Gain (loss) on derivative instruments, net of income tax benefit of $( 0.7 ) and $( 22.7 ), respectively

Translation loss on long-term intercompany loans, net of income taxes of $ 19.2 and $ 19.1 , respectively

(Loss) gain on derivative instruments, net of income tax benefit of $( 21.4 ) and $( 0.7 ), respectively

Gain on interest rate swap, net of income taxes of $ 0.1 and $ 0.2 , respectively

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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 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 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.

The 2022 € 400.0 ( $ 468.3 ) notes due June 2027 and the 2018 € 500.0 ($ 586.9 ) no tes 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, 2025 .

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 2025 € 500.0 notes were designated as a hedge of our net investment in subsidiaries with a Euro-functional currency upon the redemption of the 2018 € 500.0 notes due June 2026.

On September 10, 2025, we de-designated our previous cross-currency swap and entered into a new agreement under which we pay fixed-rate Swiss franc (“CHF”) and receive fixed-rate United States dollar (“USD”) payments.

The new swap, designated as a net investment hedge of our foreign subsidiary with a CHF functional currency, includes modified terms such as a reset of the USD fixed rate and an extension of maturity.

The notional amount of the swap is $ 413.8 and consists of three tranches, each representing one-third of the total notional amount, with staggered maturities on September 10, 2026 , September 10, 2027 and September 11, 2028 .

The swap contains a significant financing component.

Accordingly, future cash settlements related to the swap will be classified within financing activities in the Consolidated Statements of Cash Flows.

The new swap was designated as a net investment hedge under the spot method.

At the time of de-designation, the total mark-to-market loss on the original swap was $ 99.6 , of which $ 82.2 was related to currency effects and was recorded in foreign currency translation within AOCL.

The remaining $ 17.4 represents the excluded component, which is being amortized into interest expense over the life of the new swap.

The effect of our net investment hedges on AOCL for the year ended December 31, 2025, and 2024 was as follows:

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The changes in fair value of the forward currency exchange contracts derivatives are recorded in AOCL and reclassified into earnings when the underlying operating expense is recognized in earnings.

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.

In 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 manage interest rate exposure related to our anticipated issuance of 2022 € 400.0 notes.

Upon the issuance of the notes, the swap was settled, resulting in a gain of $ 2.0 , which was recorded in AOCL and is amortized over the term of the notes as an offset to interest expense.

The following table presents 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, 2025, and 2024:

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We record the change in carrying value of the foreign currency denominated notes 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 March 2022, we entered into a cross currency swap agreement to hedge an intercompany fixed-rate CHF denominated note, including the annual interest payment, to a fixed-rate Euro denominated note.

In April 2024, we settled the swaps at maturity for a net cash inflow of $ 14.9 and entered into a new cross currency swap with a maturity date of April 2027.

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

In April 2024, we settled our previous cross-currency swaps at maturity for a net cash inflow of $ 14.9 and entered into a new cross-currency swap with a maturity date of April 2027.

The swaps hedge an intercompany fixed-rate CHF denominated note, including annual interest payments and the payment of remaining principal at maturity, by converting it to a fixed-rate Euro denominated note.

The economic effect of the swaps is to eliminate the uncertainty of cash flows in CHF associated with the note by fixing the principal at € 236.9 with a fixed annual interest rate of 3.45 %.

In September 2022, we entered into a cross currency swap agreement to hedge an intercompany fixed-rate CHF denominated note, including the annual interest payment, to a fixed-rate Euro denominated note.

On September 26, 2024, we settled the swaps at maturity for a net cash inflow of $ 1.6 and entered into a new cross currency swap with a maturity date of September 2027.

In September 2024, we settled our previous cross-currency swaps at maturity for a net cash inflow of $ 1.6 and entered into a new cross currency swap with a maturity date of September 2027.

The swaps hedge an intercompany fixed-rate CHF denominated note, including the annual interest payments and the payment of remaining principal at maturity, by converting it to a fixed-rate Euro denominated note.

The economic effect of the swaps is to eliminate the uncertainty of cash flows in CHF associated with the note by fixing the principal at € 63.6 with a fixed annual interest rate of 3.27 %.

The following tables present the impact that the fair value hedges had on our Consolidated Statement of Operations for the year ended December 31, 2024 and 2023:

The following tables present the impact that the fair value hedges had on our Consolidated Statements of Operations for the year ended December 31, 2025 and 2024:

Gain (Loss) Recognized in OCI

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Accounts receivable, net

Cross-currency swaps

Instruments designated as net investment hedges:

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Accounts receivable, net

Instruments not designated as hedges:

Foreign currency forward contracts

Accounts Receivable, net

Total instruments

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Euro Notes due in 2026

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

Euro Notes due in 2026

Long-term debt

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Accrued liabilities

Cross-currency swaps

Other long-term liabilities

Instruments not designated as hedges:

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Accrued liabilities

Euro Notes due in 2030

Long-term debt

Total instruments

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Short-term lease expense

Other lease expense (a)

Variable lease expense

Total lease expense

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

Other information related to leases was as follows:

Year Ended December 31

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

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

Cash paid for amounts included in the measurement of liabilities

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

Weighted-average remaining lease term – operating leases

Weighted-average discount rate – operating leases

Supplemental Balance Sheet Information

Operating lease right-of-use assets

Short-term operating lease liability (a )

Long-term operating lease liability

Total operating lease liabilities

(a) Short-term operating lease liability is included in accrued liabilities on our Consolidated Balance Sheets.

Maturities of operating lease liabilities as of December 31, 2025 were as follows:

Period Ending December 31, 2024

Operating Leases

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(14) Segment Data

Effective January 1, 2024, our segment reporting was realigned to include our Puerto Rico business within Other Americas.

Accordingly, United States is now adjusted to exclude Puerto Rico.

All previously reported results have been restated to conform to the current year presentation.

Effective January 1, 2025, our segment reporting was realigned to break out our Morocco business from France.

Accordingly, France is now adjusted to exclude Morocco.

All previously reported results have been recast to conform to the current year presentation.

Our chief operating decision maker ("CODM") is our Chief Executive Officer, who evaluates the performance of our operating segments using operating unit profit ("OUP").

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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.

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

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

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

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

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

Year Ended December 31, 2025

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Corporate expenses

Goodwill impairment charges

Intangible asset amortization expense (b)

Impairment charges (b)

Intangible asset amortization expense (c)

Operating profit

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(a) The United States revenues above represent revenues from our company-owned branches and franchise fees received from our franchise operations, which were $ 10.1 for 2025 .

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

(b) Impairment charges for the year ended December 31, 2025 consist of a goodwill impairment related to our investments in Switzerland and the United Kingdom and an impairment of an indefinite-lived intangible asset in our Switzerland business.

(c) 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, 2025

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(a) Long-lived assets consist of net property and equipment, net capitalized software and right-of-use assets.

(b) Corporate assets include assets that were not used in the operations of any segment, the most significant of which were purchased intangibles and cash.

(b) Corporate assets include assets that were not used in the operations of any segment.

The most significant assets were purchased intangibles and cash, including the proceeds from the € 500.0 Euro notes issued in December 2025.

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

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Administrative

United States (b)

United States (a)

Other Americas

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Corporate expenses

Goodwill impairment charges

Intangible asset amortization expense (c)

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Earnings before income taxes

(a) Effective January 1, 2024, our segment reporting was realigned to include our Puerto Rico business within Other Americas.

Accordingly, United States is now adjusted to exclude Puerto Rico.

All previously reported results have been restated to conform to the current year presentation.

(b) The United States revenues above represent revenues from our company-owned branches and franchise fees received from our franchise operations, which were $ 11.9 for 2023 .

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

(a) The United St ates revenues above represent revenues from our company-owned branches and franchise fees received from our franchise operations, which were $ 10.7 for 2024 .

(b) Effective January 1, 2025, our segment reporting was realigned to include our Morocco business within Other Southern Europe.

Accordingly, France is now adjusted to exclude Morocco.

All previously reported results have been recast to conform to the current year presentation.

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

Year Ended December 31, 2024

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(a) Long-lived assets consist of net property and equipment, net capitalized software and right-of-use assets.

(b) Effective January 1, 2024, our segment reporting was realigned to include our Puerto Rico business within Other Americas.

Accordingly, United States is now adjusted to exclude Puerto Rico.

All previously reported results have been restated to conform to the current year presentation.

(b) Effective Ja nuary 1, 2025, our segment reporting was realigned to include our Morocco business within Other Southern Europe.

Accordingly, France is now adjusted to exclude Morocco's total assets.

(c) Corporate assets include assets that were not used in the operations of any segment, the most significant of which were purchased intangibles and cash.

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

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

Year Ended December 31, 2023

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Administrative

United States (b)

United States

Other Americas

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Earnings before income taxes

(a) Effective January 1, 2024, our segment reporting was realigned to include our Puerto Rico business within Other Americas.

Accordingly, United States is now adjusted to exclude Puerto Rico.

All previously reported results have been restated to conform to the current year presentation.

(b) The United States revenues above represent revenues from our company-owned branches and franchise fees received from our franchise operations, which were $ 12.8 for 2022 .

(a) The United States revenues above represent revenues from our company-owned branches and franchise fees received from our franchise operations, which were $ 11.9 for 2023 .