Wisconsin
|
39-1672779
|
|
(State or other jurisdiction of incorporation)
|
(IRS Employer Identification No.)
|
|
100 Manpower Place
|
||
Milwaukee, Wisconsin
|
53212
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer x
|
Accelerated filer ¨
|
Non-accelerated filer ¨
|
Smaller reporting company ¨
|
Shares Outstanding
|
|||
Class
|
at October 29, 2014
|
||
Common Stock, $.01 par value
|
79,139,714
|
Page Number
|
|||||
PART I
|
FINANCIAL INFORMATION
|
||||
Item 1
|
Financial Statements (unaudited)
|
||||
Consolidated Balance Sheets
|
3-4
|
||||
Consolidated Statements of Operations
|
5
|
||||
Consolidated Statements of Comprehensive (Loss) Income
|
5
|
||||
Consolidated Statements of Cash Flows
|
6
|
||||
Notes to Consolidated Financial Statements
|
7-15
|
||||
Item 2
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
16-28
|
|||
Item 3
|
Quantitative and Qualitative Disclosures About Market Risk
|
28
|
|||
Item 4
|
Controls and Procedures
|
29
|
|||
PART II
|
OTHER INFORMATION
|
||||
Item 2
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
30
|
|||
Item 5
|
Other Information
|
31
|
|||
Item 6
|
Exhibits
|
32
|
|||
SIGNATURES
|
33
|
||||
EXHIBIT INDEX
|
34
|
September 30,
|
December 31,
|
|||||||
2014
|
2013
|
|||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
660.7
|
$
|
737.6
|
||||
Accounts receivable, less allowance for doubtful accounts of $115.9 and $118.6, respectively
|
4,381.4
|
4,277.9
|
||||||
Prepaid expenses and other assets
|
120.9
|
161.3
|
||||||
Future income tax benefits
|
50.7
|
66.2
|
||||||
Total current assets
|
5,213.7
|
5,243.0
|
||||||
OTHER ASSETS:
|
||||||||
Goodwill
|
1,092.6
|
1,090.9
|
||||||
Intangible assets, less accumulated amortization of $269.3 and $247.9, respectively
|
297.2
|
309.1
|
||||||
Other assets
|
627.4
|
479.3
|
||||||
Total other assets
|
2,017.2
|
1,879.3
|
||||||
PROPERTY AND EQUIPMENT:
|
||||||||
Land, buildings, leasehold improvements and equipment
|
673.4
|
706.2
|
||||||
Less: accumulated depreciation and amortization
|
523.6
|
540.2
|
||||||
Net property and equipment
|
149.8
|
166.0
|
||||||
Total assets
|
$
|
7,380.7
|
$
|
7,288.3
|
September 30,
|
December 31,
|
|||||||
2014
|
2013
|
|||||||
CURRENT LIABILITIES:
|
||||||||
Accounts payable
|
$
|
1,601.9
|
$
|
1,523.9
|
||||
Employee compensation payable
|
215.4
|
230.4
|
||||||
Accrued liabilities
|
499.9
|
536.1
|
||||||
Accrued payroll taxes and insurance
|
597.7
|
680.7
|
||||||
Value added taxes payable
|
520.2
|
502.5
|
||||||
Short-term borrowings and current maturities of long-term debt
|
40.1
|
36.0
|
||||||
Total current liabilities
|
3,475.2
|
3,509.6
|
||||||
OTHER LIABILITIES:
|
||||||||
Long-term debt
|
443.8
|
481.9
|
||||||
Other long-term liabilities
|
421.8
|
382.6
|
||||||
Total other liabilities
|
865.6
|
864.5
|
||||||
SHAREHOLDERS’ EQUITY:
|
||||||||
Preferred stock, $.01 par value, authorized 25,000,000 shares, none issued
|
–
|
–
|
||||||
Common stock, $.01 par value, authorized 125,000,000 shares, issued 112,790,535 and 112,014,673 shares, respectively
|
1.1
|
1.1
|
||||||
Capital in excess of par value
|
3,076.8
|
3,014.0
|
||||||
Retained earnings
|
1,588.9
|
1,317.5
|
||||||
Accumulated other comprehensive (loss) income
|
(44.8
|
)
|
82.2
|
|||||
Treasury stock at cost, 33,666,901 and 32,658,685 shares, respectively
|
(1,582.1
|
)
|
(1,500.6
|
)
|
||||
Total shareholders’ equity
|
3,039.9
|
2,914.2
|
||||||
Total liabilities and shareholders’ equity
|
$
|
7,380.7
|
$
|
7,288.3
|
3 Months Ended
|
9 Months Ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
2014
|
2013
|
2014
|
2013
|
|||||||||||||
Revenues from services
|
$
|
5,416.0
|
$
|
5,188.8
|
|
$
|
15,641.7
|
$
|
14,998.4
|
|||||||
Cost of services
|
4,510.4
|
4,335.2
|
13,022.3
|
12,518.3
|
||||||||||||
Gross profit
|
905.6
|
853.6
|
2,619.4
|
2,480.1
|
||||||||||||
Selling and administrative expenses
|
693.3
|
691.2
|
2,092.8
|
2,135.2
|
||||||||||||
Operating profit
|
212.3
|
162.4
|
526.6
|
344.9
|
||||||||||||
Interest and other expenses
|
9.9
|
5.4
|
27.0
|
27.2
|
||||||||||||
Earnings before income taxes
|
202.4
|
157.0
|
499.6
|
317.7
|
||||||||||||
Provision for income taxes
|
71.9
|
62.3
|
189.2
|
130.9
|
||||||||||||
Net earnings
|
$
|
130.5
|
$
|
94.7
|
$
|
310.4
|
$
|
186.8
|
||||||||
Net earnings per share – basic
|
$
|
1.64
|
$
|
1.21
|
$
|
3.89
|
$
|
2.41
|
||||||||
Net earnings per share – diluted
|
$
|
1.61
|
$
|
1.18
|
$
|
3.82
|
$
|
2.36
|
||||||||
Weighted average shares – basic
|
79.7
|
78.4
|
79.8
|
77.6
|
||||||||||||
Weighted average shares – diluted
|
81.1
|
80.0
|
81.3
|
79.2
|
3 Months Ended
|
9 Months Ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
2014
|
2013
|
2014
|
2013
|
|||||||||||||
Net earnings
|
$
|
130.5
|
$
|
94.7
|
$
|
310.4
|
$
|
186.8
|
||||||||
Other comprehensive (loss) income:
|
||||||||||||||||
Foreign currency translation adjustments
|
(152.6
|
)
|
92.5
|
|
(165.0
|
)
|
52.9
|
|
||||||||
Translation adjustments on net investment hedge, net of income taxes of $13.1, $(6.7), $13.7 and $(2.9), respectively
|
23.5
|
(11.0
|
)
|
24.4
|
(4.8
|
) | ||||||||||
Translation adjustments of long-term intercompany loans
|
(8.3
|
) |
18.5
|
|
8.4
|
(7.6
|
)
|
|||||||||
Unrealized gain (loss) on investments, less income taxes of $0.4, $(0.8), $1.7 and $(0.8), respectively
|
1.9
|
|
(2.6
|
)
|
3.4
|
(2.6
|
) | |||||||||
Defined benefit pension plans and retiree health care plan, less income taxes of $0.1, $0.3, $0.5 and $1.3, respectively
|
0.5
|
0.8
|
1.8
|
3.0
|
||||||||||||
Total other comprehensive (loss) income
|
(135.0
|
) |
98.2
|
|
(127.0
|
) |
40.9
|
|
||||||||
Comprehensive (loss) income
|
$
|
(4.5
|
) |
$
|
192.9
|
$
|
183.4
|
$
|
227.7
|
9 Months Ended
|
||||||||
September 30,
|
||||||||
2014
|
2013
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net earnings
|
$
|
310.4
|
$
|
186.8
|
||||
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
64.3
|
70.9
|
||||||
Deferred income taxes
|
6.9
|
(0.1
|
)
|
|||||
Provision for doubtful accounts
|
15.0
|
19.1
|
||||||
Share-based compensation
|
34.3
|
22.8
|
||||||
Excess tax benefit on exercise of share-based awards
|
(3.4
|
)
|
(4.5
|
)
|
||||
Changes in operating assets and liabilities, excluding the impact of acquisitions:
|
||||||||
Accounts receivable
|
(355.4
|
)
|
(128.8
|
)
|
||||
Other assets
|
(136.7
|
)
|
(101.1
|
)
|
||||
Other liabilities
|
169.5
|
46.6
|
||||||
Cash provided by operating activities
|
104.9
|
111.7
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Capital expenditures
|
(32.8
|
)
|
(33.6
|
)
|
||||
Acquisitions of businesses, net of cash acquired
|
(25.1
|
)
|
(18.2
|
)
|
||||
Proceeds from the sale of property and equipment
|
1.3
|
2.6
|
||||||
Cash used in investing activities
|
(56.6
|
)
|
(49.2
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Net change in short-term borrowings
|
10.2
|
(1.1
|
)
|
|||||
Proceeds from long-term debt
|
–
|
3.6
|
||||||
Repayments of long-term debt
|
(1.6
|
)
|
(268.7
|
)
|
||||
Proceeds from share-based awards
|
24.3
|
65.8
|
||||||
Other share-based award transactions
|
(5.5
|
)
|
12.0
|
|||||
Repurchases of common stock
|
(72.6
|
)
|
–
|
|||||
Dividends paid
|
(39.0
|
)
|
(35.5
|
)
|
||||
Cash used in financing activities
|
(84.2
|
)
|
(223.9
|
)
|
||||
Effect of exchange rate changes on cash
|
(41.0
|
)
|
2.0
|
|||||
Change in cash and cash equivalents
|
(76.9
|
)
|
(159.4
|
)
|
||||
Cash and cash equivalents, beginning of year
|
737.6
|
648.1
|
||||||
Cash and cash equivalents, end of period
|
$
|
660.7
|
$
|
488.7
|
||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
||||||||
Interest paid
|
$
|
33.2
|
$
|
40.6
|
||||
Income taxes paid, net
|
$
|
69.8
|
$
|
43.0
|
Americas(1)
|
Southern Europe(2)
|
Northern Europe
|
APME
|
Right
Management(3)
|
Corporate(3)
|
Total
|
||||||||||||||||||||||
Balance, January 1, 2014
|
$
|
6.8
|
$
|
4.5
|
$
|
22.2
|
$
|
1.8
|
$
|
12.3
|
$
|
0.8
|
$
|
48.4
|
||||||||||||||
Costs paid or utilized
|
(4.5
|
)
|
(2.1
|
)
|
(14.5
|
)
|
(1.2
|
)
|
(8.9
|
)
|
0.4
|
(30.8
|
)
|
|||||||||||||||
Balance, September 30, 2014
|
$
|
2.3
|
$
|
2.4
|
$
|
7.7
|
$
|
0.6
|
$
|
3.4
|
$
|
1.2
|
$
|
17.6
|
3 Months Ended
|
9 Months Ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
2014
|
2013
|
2014
|
2013
|
|||||||||||||
Net earnings per share – basic:
|
||||||||||||||||
Net earnings available to common shareholders
|
$
|
130.5
|
$
|
94.7
|
$
|
310.4
|
$
|
186.8
|
||||||||
Weighted-average common shares outstanding
|
79.7
|
78.4
|
79.8
|
77.6
|
||||||||||||
$
|
1.64
|
$
|
1.21
|
$
|
3.89
|
$
|
2.41
|
|||||||||
Net earnings per share – diluted:
|
||||||||||||||||
Net earnings available to common shareholders
|
$
|
130.5
|
$
|
94.7
|
$
|
310.4
|
$
|
186.8
|
||||||||
Weighted-average common shares outstanding
|
79.7
|
78.4
|
79.8
|
77.6
|
||||||||||||
Effect of dilutive securities – stock options
|
0.6
|
0.8
|
0.7
|
0.8
|
||||||||||||
Effect of other share-based awards
|
0.8
|
0.8
|
0.8
|
0.8
|
||||||||||||
81.1
|
80.0
|
81.3
|
79.2
|
|||||||||||||
$
|
1.61
|
$
|
1.18
|
$
|
3.82
|
$
|
2.36
|
September 30, 2014
|
December 31, 2013
|
|||||||||||||||||||||||
Gross
|
Accumulated
Amortization
|
Net
|
Gross
|
Accumulated
Amortization
|
Net
|
|||||||||||||||||||
Goodwill(1)
|
$
|
1,092.6
|
$
|
-
|
$
|
1,092.6
|
$
|
1,090.9
|
$
|
-
|
$
|
1,090.9
|
||||||||||||
Intangible assets:
|
||||||||||||||||||||||||
Finite-lived:
|
||||||||||||||||||||||||
Technology
|
$
|
19.6
|
$
|
19.6
|
$
|
-
|
$
|
19.6
|
$
|
19.6
|
$
|
-
|
||||||||||||
Franchise agreements
|
18.0
|
18.0
|
-
|
18.0
|
17.9
|
0.1
|
||||||||||||||||||
Customer relationships
|
362.1
|
218.5
|
143.6
|
351.5
|
196.4
|
155.1
|
||||||||||||||||||
Other
|
15.3
|
13.2
|
2.1
|
16.2
|
14.0
|
2.2
|
||||||||||||||||||
415.0
|
269.3
|
145.7
|
405.3
|
247.9
|
157.4
|
|||||||||||||||||||
Indefinite-lived:
|
||||||||||||||||||||||||
Tradenames(2)
|
54.0
|
-
|
54.0
|
54.0
|
-
|
54.0
|
||||||||||||||||||
Reacquired franchise rights
|
97.5
|
-
|
97.5
|
97.7
|
-
|
97.7
|
||||||||||||||||||
151.5
|
-
|
151.5
|
151.7
|
-
|
151.7
|
|||||||||||||||||||
Total intangible assets
|
$
|
566.5
|
$
|
269.3
|
$
|
297.2
|
$
|
557.0
|
$
|
247.9
|
$
|
309.1
|
Americas(1)
|
Southern Europe(2)
|
Northern Europe
|
APME
|
Right
Management
|
Corporate(3)
|
Total
|
||||||||||||||||||||||
Balance, January 1, 2014
|
$
|
465.9
|
$
|
107.8
|
$
|
318.2
|
$
|
72.0
|
$
|
62.1
|
$
|
64.9
|
$
|
1,090.9
|
||||||||||||||
Goodwill acquired
|
1.9
|
-
|
27.4
|
3.9
|
-
|
-
|
33.2
|
|||||||||||||||||||||
Currency and other impacts
|
(0.9
|
)
|
(8.6
|
)
|
(19.9
|
)
|
(2.1
|
)
|
-
|
-
|
(31.5
|
)
|
||||||||||||||||
Balance, September 30, 2014
|
$
|
466.9
|
$
|
99.2
|
$
|
325.7
|
$
|
73.8
|
$
|
62.1
|
$
|
64.9
|
$
|
1,092.6
|
September 30,
|
January 1,
|
|||||||
2014
|
2014
|
|||||||
United States
|
$
|
505.9
|
$
|
504.0
|
||||
Netherlands
|
89.7
|
84.1
|
||||||
United Kingdom
|
87.2
|
84.6
|
||||||
France
|
80.2
|
87.3
|
||||||
Right Management
|
62.1
|
62.1
|
||||||
Other reporting units
|
267.5
|
268.8
|
||||||
Total goodwill
|
$
|
1,092.6
|
$
|
1,090.9
|
Defined Benefit Pension Plans
|
||||||||||||||||
3 Months Ended
|
9 Months Ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
2014
|
2013
|
2014
|
2013
|
|||||||||||||
Service cost
|
$
|
2.0
|
$
|
2.2
|
$
|
6.1
|
$
|
6.6
|
||||||||
Interest cost
|
3.3
|
3.1
|
10.0
|
9.2
|
||||||||||||
Expected return on assets
|
(3.3
|
)
|
(2.8
|
)
|
(10.1
|
)
|
(8.4
|
)
|
||||||||
Curtailment gain
|
-
|
-
|
-
|
(2.3
|
)
|
|||||||||||
Other
|
1.0
|
1.1
|
3.0
|
2.9
|
||||||||||||
Total benefit cost
|
$
|
3.0
|
$
|
3.6
|
$
|
9.0
|
$
|
8.0
|
Retiree Health Care Plan
|
||||||||||||||||
3 Months Ended
|
9 Months Ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
2014
|
2013
|
2014
|
2013
|
|||||||||||||
Service cost
|
$
|
-
|
$
|
0.1
|
$
|
-
|
$
|
0.1
|
||||||||
Interest cost
|
0.2
|
0.3
|
0.6
|
0.9
|
||||||||||||
Net loss
|
0.1
|
-
|
0.1
|
0.2
|
||||||||||||
Total benefit cost
|
$
|
0.3
|
$
|
0.4
|
$
|
0.7
|
$
|
1.2
|
September 30,
|
December 31,
|
|||||||
2014
|
2013
|
|||||||
Foreign currency translation
|
$
|
74.5
|
$
|
239.5
|
||||
Translation loss on net investment hedge, net of income taxes of $(23.0) and $(36.7), respectively
|
(36.2
|
)
|
(60.6
|
)
|
||||
Translation loss on long-term intercompany loans
|
(65.2
|
)
|
(73.6
|
)
|
||||
Unrealized gain on investments, net of income taxes of $3.3 and $1.6, respectively
|
14.9
|
11.5
|
||||||
Defined benefit pension plans, net of income taxes of $(21.0) and $(21.8), respectively
|
(37.4
|
)
|
(39.7
|
)
|
||||
Retiree health care plan, net of income taxes of $2.4 and $2.7, respectively
|
4.6
|
5.1
|
||||||
Accumulated other comprehensive (loss) income
|
$
|
(44.8
|
)
|
$
|
82.2
|
3 Months Ended
|
9 Months Ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
2014
|
2013
|
2014
|
2013
|
|||||||||||||
Interest expense
|
$
|
9.6
|
$
|
7.9
|
$
|
27.5
|
$
|
28.9
|
||||||||
Interest income
|
(1.4
|
)
|
(0.9
|
)
|
(3.4
|
)
|
(2.7
|
)
|
||||||||
Foreign exchange loss (gain)
|
0.7
|
(0.3
|
)
|
(1.4
|
)
|
1.5
|
||||||||||
Miscellaneous expense (income), net
|
1.0
|
(1.3
|
)
|
4.3
|
(0.5
|
)
|
||||||||||
Interest and other expenses
|
$
|
9.9
|
$
|
5.4
|
$
|
27.0
|
$
|
27.2
|
Fair Value Measurements Using
|
||||||||||||||||
|
September 30,
2014
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
Significant Other Observable Inputs
(Level 2)
|
Significant Unobservable Inputs
(Level 3)
|
||||||||||||
Assets
|
||||||||||||||||
Deferred compensation plan assets
|
$
|
78.4
|
$
|
78.4
|
$
|
-
|
$
|
-
|
||||||||
Foreign currency forward contracts
|
0.2
|
-
|
0.2
|
-
|
||||||||||||
$
|
78.6
|
$
|
78.4
|
$
|
0.2
|
$
|
-
|
|||||||||
Liabilities
|
||||||||||||||||
Foreign currency forward contracts
|
$
|
0.3
|
$
|
-
|
$
|
0.3
|
$
|
-
|
||||||||
$
|
0.3
|
$
|
-
|
$
|
0.3
|
$
|
-
|
Fair Value Measurements Using
|
||||||||||||||||
|
December 31, 2013
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
Significant Other Observable Inputs
(Level 2)
|
Significant Unobservable Inputs
(Level 3)
|
||||||||||||
Assets
|
||||||||||||||||
Deferred compensation plan assets
|
$
|
71.6
|
$
|
71.6
|
$
|
-
|
$
|
-
|
||||||||
Foreign currency forward contracts
|
0.3
|
-
|
0.3
|
-
|
||||||||||||
$
|
71.9
|
$
|
71.6
|
$
|
0.3
|
$
|
-
|
3 Months Ended
|
9 Months Ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
2014
|
2013
|
2014
|
2013
|
|||||||||||||
Revenues from services:
|
||||||||||||||||
Americas:
|
||||||||||||||||
United States (a)
|
$
|
800.5
|
$
|
761.8
|
$
|
2,296.9
|
$
|
2,216.4
|
||||||||
Other Americas
|
388.5
|
382.0
|
1,114.3
|
1,156.1
|
||||||||||||
1,189.0
|
1,143.8
|
3,411.2
|
3,372.5
|
|||||||||||||
Southern Europe:
|
||||||||||||||||
France
|
1,454.3
|
1,420.7
|
4,083.7
|
3,886.5
|
||||||||||||
Italy
|
294.1
|
269.7
|
882.7
|
806.0
|
||||||||||||
Other Southern Europe
|
259.9
|
227.9
|
732.9
|
624.3
|
||||||||||||
2,008.3
|
1,918.3
|
5,699.3
|
5,316.8
|
|||||||||||||
Northern Europe
|
1,554.6
|
1,448.1
|
4,546.3
|
4,217.2
|
||||||||||||
APME
|
592.5
|
601.4
|
1,760.2
|
1,857.2
|
||||||||||||
Right Management
|
71.6
|
77.2
|
224.7
|
234.7
|
||||||||||||
Consolidated (b)
|
$
|
5,416.0
|
$
|
5,188.8
|
$
|
15,641.7
|
$
|
14,998.4
|
||||||||
Operating unit profit: (c)
|
||||||||||||||||
Americas:
|
||||||||||||||||
United States
|
$
|
41.9
|
$
|
34.3
|
$
|
85.0
|
$
|
72.3
|
||||||||
Other Americas
|
14.6
|
11.4
|
41.2
|
32.0
|
||||||||||||
56.5
|
45.7
|
126.2
|
104.3
|
|||||||||||||
Southern Europe:
|
||||||||||||||||
France
|
84.2
|
58.4
|
207.3
|
129.0
|
||||||||||||
Italy
|
14.7
|
10.7
|
45.6
|
37.1
|
||||||||||||
Other Southern Europe
|
6.1
|
4.0
|
16.4
|
7.5
|
||||||||||||
105.0
|
73.1
|
269.3
|
173.6
|
|||||||||||||
Northern Europe
|
59.6
|
50.3
|
144.2
|
94.1
|
||||||||||||
APME
|
21.6
|
19.2
|
62.8
|
54.2
|
||||||||||||
Right Management
|
6.3
|
4.5
|
27.3
|
13.9
|
||||||||||||
249.0
|
192.8
|
629.8
|
440.1
|
|
||||||||||||
Corporate expenses
|
(28.3
|
)
|
(21.9
|
)
|
(78.2
|
)
|
(69.9
|
)
|
||||||||
Intangible asset amortization expense (c)
|
(8.4
|
)
|
(8.5
|
)
|
(25.0
|
)
|
(25.3
|
)
|
||||||||
Operating profit
|
212.3
|
162.4
|
526.6
|
344.9
|
||||||||||||
Interest and other expenses
|
(9.9
|
)
|
(5.4
|
)
|
(27.0
|
)
|
(27.2
|
)
|
||||||||
Earnings before income taxes
|
$
|
202.4
|
$
|
157.0
|
$
|
499.6
|
$
|
317.7
|
(a)
|
In the United States, where a majority of our franchises operate, revenues from services include fees received from the related franchise offices of $4.4 and $4.2 for the three months ended September 30, 2014 and 2013, respectively, and $11.7 and $11.2 for the nine months ended September 30, 2014 and 2013, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $196.3 and $181.6 for the three months ended September 30, 2014 and 2013, respectively, and $555.7 and $512.0 for the nine months ended September 30, 2014 and 2013, respectively.
|
(b)
|
Our consolidated revenues from services include fees received from our franchise offices of $6.9 and $6.6 for the three months ended September 30, 2014 and 2013, respectively, and $18.8 and $18.0 for the nine months ended September 30, 2014 and 2013, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $302.0 and $285.4 for the three months ended September 30, 2014 and 2013, respectively, and $845.2 and $792.4 for the nine months ended September 30, 2014 and 2013, respectively.
|
(c)
|
We evaluate segment performance based on operating unit profit (“OUP”), which is equal to segment revenues less cost of services and branch and national headquarters operating costs. This profit measure does not include goodwill and intangible asset impairment charges or amortization of intangibles related to acquisitions, interest and other income and expense amounts or income taxes.
|
(in millions, except per share data)
|
2014
|
2013
|
Variance
|
Constant Currency Variance
|
||||||||||||
Revenues from services
|
$
|
5,416.0
|
$
|
5,188.8
|
4.4
|
%
|
4.6
|
%
|
||||||||
Cost of services
|
4,510.4
|
4,335.2
|
4.0
|
4.3
|
||||||||||||
Gross profit
|
905.6
|
853.6
|
6.1
|
6.5
|
||||||||||||
Gross profit margin
|
16.7
|
%
|
16.5
|
%
|
||||||||||||
Selling and administrative expenses
|
693.3
|
691.2
|
0.3
|
0.8
|
||||||||||||
Operating profit
|
212.3
|
162.4
|
30.7
|
30.6
|
||||||||||||
Operating profit margin
|
3.9
|
%
|
3.1
|
%
|
||||||||||||
Interest and other expenses
|
9.9
|
5.4
|
81.9
|
|||||||||||||
Earnings before income taxes
|
202.4
|
157.0
|
28.9
|
28.5
|
||||||||||||
Provision for income taxes
|
71.9
|
62.3
|
15.4
|
|||||||||||||
Effective income tax rate
|
35.5
|
%
|
39.7
|
%
|
||||||||||||
Net earnings
|
$
|
130.5
|
$
|
94.7
|
37.8
|
37.4
|
||||||||||
Net earnings per share – diluted
|
$
|
1.61
|
$
|
1.18
|
36.4
|
35.6
|
||||||||||
Weighted average shares – diluted
|
81.1
|
80.0
|
1.5
|
%
|
·
|
increased demand for services in several of our markets within Southern Europe and Northern Europe, where revenues increased 4.7% (4.5% in constant currency and organic constant currency) and 7.4% (6.2% in constant currency and 5.0% in organic constant currency), respectively. This included revenue increases in our larger markets of France and Italy of 2.4% (2.2% in constant currency) and 9.0% (9.0% in constant currency and 8.6% in organic constant currency), respectively, as we continued to experience stabilization in France, and improving demand in Italy, through much of the quarter. We also experienced constant currency revenue growth in Spain, the United Kingdom, and the Netherlands of 24.8%, 16.5%, and 9.2%, respectively; and
|
·
|
revenue increase in the United States of 5.1% primarily driven by growth in our larger national accounts and in the small/medium-sized business within our Manpower business, as well as solid growth in our MSP and RPO offerings within the ManpowerGroup Solutions business; partially offset by
|
·
|
revenue decrease in APME of 1.5% (-0.7% in constant currency and -1.3% in organic constant currency) primarily due to a decrease in our staffing/interim business in Japan as we were challenged to recruit candidates in a tight labor market even though we experienced gradual improvement in demand for our staffing/interim services, and in China where legislative changes restricted the use of temporary employment and we experienced a softer demand in the market; and
|
·
|
decreased demand for services at Right Management, where revenues decreased 7.2% (-8.0% in constant currency), including a 7.4% decline (-8.4% in constant currency) in our outplacement services.
|
·
|
a 20 basis point (0.20%) favorable impact from the improvement in our staffing/interim margin as increases in Southern Europe and APME were offset by decreases in the Americas and Northern Europe. Overall, our Manpower business was up 20 basis points and Experis was up 10 basis points in constant currency; and
|
·
|
a 20 basis point (0.20%) favorable impact due to the 17.3% constant currency growth in our permanent recruitment business; partially offset by
|
·
|
a 10 basis point (-0.10%) unfavorable impact from a decreased demand in our higher-margin outplacement services at Right Management; and
|
·
|
a 10 basis point (-0.10%) decrease due to the impact of currency exchange rates and other margin declines.
|
·
|
a 3.2% increase in organic salary-related costs primarily from an increase in our variable incentive-based costs due to improved operating results; and
|
·
|
the additional recurring selling and administrative costs incurred as a result of the acquisitions in Southern Europe, Northern Europe and APME; partially offset by
|
·
|
a decrease in restructuring costs with zero for the three months ended September 30, 2014 and $8.1 million for the three months ended September 30, 2013, comprised of $1.1 million in the Americas, $0.6 million in Southern Europe, $2.4 million in Northern Europe, $1.1 million in APME, $2.9 million at Right Management;
|
·
|
a 7.3% decrease in lease and office-related costs because we have closed over 150 offices since the third quarter of 2013 as a result of office consolidations and delivery model changes;
|
·
|
a decrease in other non-personnel related costs, excluding the lease and office-related costs noted above, as a result of the simplification and cost recalibration actions taken; and
|
·
|
a 0.5% decrease due to the impact of currency exchange rates.
|
·
|
a 30 basis point (-0.30%) favorable impact due to the decrease of non-personnel related costs: -20 basis points due to the decrease in our lease and office-related costs and -10 basis points due to other non-personnel related costs as a result of the simplification and cost recalibration actions taken; and
|
·
|
a 20 basis point (-0.20%) favorable impact due to the decrease of restructuring costs noted above.
|
(in millions, except per share data)
|
2014
|
2013
|
Variance
|
Constant Currency Variance
|
||||||||||||
Revenues from services
|
$
|
15,641.7
|
$
|
14,998.4
|
4.3
|
%
|
3.8
|
%
|
||||||||
Cost of services
|
13,022.3
|
12,518.3
|
4.0
|
3.5
|
||||||||||||
Gross profit
|
2,619.4
|
2,480.1
|
5.6
|
5.3
|
||||||||||||
Gross profit margin
|
16.7
|
%
|
16.5
|
%
|
||||||||||||
Selling and administrative expenses
|
2,092.8
|
2,135.2
|
(2.0
|
)
|
(2.2
|
)
|
||||||||||
Operating profit
|
526.6
|
344.9
|
52.7
|
51.7
|
||||||||||||
Operating profit margin
|
3.4
|
%
|
2.3
|
%
|
||||||||||||
Interest and other expenses
|
27.0
|
27.2
|
(0.9
|
)
|
||||||||||||
Earnings before income taxes
|
499.6
|
317.7
|
57.3
|
55.9
|
||||||||||||
Provision for income taxes
|
189.2
|
130.9
|
44.6
|
|||||||||||||
Effective income tax rate
|
37.9
|
%
|
41.2
|
%
|
||||||||||||
Net earnings
|
$
|
310.4
|
$
|
186.8
|
66.1
|
65.0
|
||||||||||
Net earnings per share – diluted
|
$
|
3.82
|
$
|
2.36
|
61.9
|
60.6
|
||||||||||
Weighted average shares – diluted
|
81.3
|
79.2
|
2.7
|
%
|
·
|
increased demand for services in several of our markets within Southern Europe and Northern Europe, where revenues increased 7.2% (4.2% in constant currency and 3.9% in organic constant currency) and 7.8% (5.2% in constant currency and 4.0% in organic constant currency), respectively. This included revenue increases in our larger markets of France and Italy of 5.1% (2.1% in constant currency) and 9.5% (6.4% in constant currency and 6.0% in organic constant currency), respectively, as we experienced stabilization in France, and improving demand in Italy, for much of the period. We also experienced constant currency revenue growth in Spain, the United Kingdom, and the Netherlands of 28.6%, 13.0%, and 7.6%, respectively; and
|
·
|
revenue increase in the United States of 3.6% primarily driven by growth in our larger national accounts and in the small/medium-sized business within our Manpower business as well as solid growth in our MSP and RPO offerings within the ManpowerGroup Solutions business; partially offset by
|
·
|
revenue decrease in APME of 5.2% (-1.2% in constant currency and -1.7% in organic constant currency) primarily due to a decrease in our staffing/interim business in Japan as we were challenged to recruit candidates in a tight labor market even though we experienced gradual improvement in demand for our staffing/interim services, and in China where legislative changes restricted the use of temporary employment and we recently experienced a softer demand in the market; and
|
·
|
decreased demand for outplacement services at Right Management, where these revenues decreased 4.8% (-5.4% in constant currency).
|
·
|
a 30 basis point (0.30%) favorable impact from the improvement in our staffing/interim margin as increases in the Americas and Southern Europe were partially offset by a decrease in Northern Europe, while APME remained flat; and
|
·
|
a 10 basis point (0.10%) favorable impact resulting from a 10.0% constant currency increase in our permanent recruitment business; partially offset by
|
·
|
a 10 basis point (-0.10%) unfavorable impact from decreased demand for our higher-margin outplacement services at Right Management; and
|
·
|
a 10 basis point (-0.10%) decline from our ManpowerGroup Solutions business, primarily a result of costs related to a contract termination.
|
·
|
a decrease in restructuring costs with zero for the nine months ended September 30, 2014 and $62.9 million for the nine months ended September 30, 2013, comprised of $11.4 million in the Americas, $5.1 million in Southern Europe, $28.8 million in Northern Europe, $3.9 million in APME, $9.3 million at Right Management and $4.4 million in corporate expenses;
|
·
|
a property insurance recovery of $3.5 million recorded in corporate expenses;
|
·
|
a 6.7% decrease in lease and office-related costs because we have closed over 150 offices since the third quarter of 2013 as a result of office consolidations and delivery model changes; and
|
·
|
a decrease in other non-personnel related costs, excluding the property insurance recovery and lease and office-related costs noted above, as a result of the simplification and cost recalibration actions taken; partially offset by
|
·
|
legal costs of $9.0 million recorded in the United States related to a settlement agreement (see the Employment-Related Items section of Management’s Discussion and Analysis for additional information);
|
·
|
a 2.3% increase in organic salary-related costs primarily from an increase in our variable incentive-based costs due to improved operating results; and
|
·
|
the additional recurring selling and administrative costs incurred as a result of the acquisitions in Southern Europe, Northern Europe and APME.
|
·
|
a 40 basis point (-0.40%) favorable impact due to the decrease of non-personnel related costs: -20 basis points due to the decrease in our lease and office-related costs and -20 basis points due to the decrease in other non-personnel related costs as a result of the simplification and cost recalibration actions taken; and
|
·
|
a 40 basis point (-0.40%) favorable impact due to the decrease of restructuring costs noted above.
|
3 Months Ended September 30, 2014 Compared to 2013
|
||||||||||||||
Reported Amount(a)
|
Reported Variance
|
Impact of Currency
|
Variance in Constant Currency
|
Impact of Acquisitions/
Dispositions
(In Constant Currency)
|
Organic
Constant
Currency
Variance
|
|||||||||
Revenues from services:
|
||||||||||||||
Americas:
|
||||||||||||||
United States
|
$
|
800.5
|
5.1
|
%
|
-
|
%
|
5.1
|
%
|
-
|
%
|
5.1
|
%
|
||
Other Americas
|
388.5
|
1.7
|
(7.8
|
)
|
9.5
|
-
|
9.5
|
|||||||
1,189.0
|
4.0
|
(2.5
|
)
|
6.5
|
-
|
6.5
|
||||||||
Southern Europe:
|
||||||||||||||
France
|
1,454.3
|
2.4
|
0.2
|
2.2
|
-
|
2.2
|
||||||||
Italy
|
294.1
|
9.0
|
-
|
9.0
|
0.4
|
8.6
|
||||||||
Other Southern Europe
|
259.9
|
14.1
|
0.3
|
13.8
|
-
|
13.8
|
||||||||
2,008.3
|
4.7
|
0.2
|
4.5
|
-
|
4.5
|
|||||||||
Northern Europe
|
1,554.6
|
7.4
|
1.2
|
6.2
|
1.2
|
5.0
|
||||||||
APME
|
592.5
|
(1.5
|
)
|
(0.8
|
)
|
(0.7
|
)
|
0.6
|
(1.3
|
)
|
||||
Right Management
|
71.6
|
(7.2
|
)
|
0.8
|
(8.0
|
)
|
-
|
(8.0
|
)
|
|||||
Consolidated
|
$
|
5,416.0
|
4.4
|
(0.2
|
)
|
4.6
|
0.4
|
4.2
|
||||||
Gross Profit
|
$
|
905.6
|
6.1
|
(0.4
|
)
|
6.5
|
1.2
|
5.3
|
||||||
Selling and Administrative Expense
|
$
|
693.3
|
0.3
|
(0.5
|
)
|
0.8
|
1.1
|
(0.3
|
)
|
|||||
Operating Profit
|
$
|
212.3
|
30.7
|
0.1
|
30.6
|
1.6
|
29.0
|
9 Months Ended September 30, 2014 Compared to 2013
|
||||||||||||||
Reported Amount(a)
|
Reported Variance
|
Impact of Currency
|
Variance in Constant Currency
|
Impact of Acquisitions/
Dispositions
(In Constant Currency)
|
Organic
Constant
Currency
Variance
|
|||||||||
Revenues from services:
|
||||||||||||||
Americas:
|
||||||||||||||
United States
|
$
|
2,296.9
|
3.6
|
%
|
-
|
%
|
3.6
|
%
|
-
|
%
|
3.6
|
%
|
||
Other Americas
|
1,114.3
|
(3.6
|
)
|
(10.5
|
)
|
6.9
|
-
|
6.9
|
||||||
3,411.2
|
1.1
|
(3.7
|
)
|
4.8
|
-
|
4.8
|
||||||||
Southern Europe:
|
||||||||||||||
France
|
4,083.7
|
5.1
|
3.0
|
2.1
|
-
|
2.1
|
||||||||
Italy
|
882.7
|
9.5
|
3.1
|
6.4
|
0.4
|
6.0
|
||||||||
Other Southern Europe
|
732.9
|
17.4
|
3.0
|
14.4
|
2.0
|
12.4
|
||||||||
5,699.3
|
7.2
|
3.0
|
4.2
|
0.3
|
3.9
|
|||||||||
Northern Europe
|
4,546.3
|
7.8
|
2.6
|
5.2
|
1.2
|
4.0
|
||||||||
APME
|
1,760.2
|
(5.2
|
)
|
(4.0
|
)
|
(1.2
|
)
|
0.5
|
(1.7
|
)
|
||||
Right Management
|
224.7
|
(4.3
|
)
|
0.6
|
(4.9
|
)
|
-
|
(4.9
|
)
|
|||||
Consolidated
|
$
|
15,641.7
|
4.3
|
0.5
|
3.8
|
0.5
|
3.3
|
|||||||
Gross Profit
|
$
|
2,619.4
|
5.6
|
0.3
|
5.3
|
1.2
|
4.1
|
|||||||
Selling and Administrative Expenses
|
$
|
2,092.8
|
(2.0
|
)
|
0.2
|
(2.2
|
)
|
0.9
|
(3.1
|
)
|
||||
Operating Profit
|
$
|
526.6
|
52.7
|
1.0
|
51.7
|
2.5
|
49.2
|
(in millions)
|
France
|
United
States
|
United Kingdom
|
Right Management
|
Netherlands
|
|||||||||||||
Estimated fair values
|
$
|
1,389.6
|
$
|
1,287.6
|
$
|
506.3
|
$
|
294.4
|
$
|
193.9
|
||||||||
Carrying values
|
661.8
|
940.8
|
297.9
|
129.0
|
130.9
|
ISSUER PURCHASES OF EQUITY SECURITIES
|
||||||||||||||||
Total number of shares purchased
|
Average price paid
per share
|
Total number of shares purchased
as part of publicly announced plan
|
Maximum number of shares that may yet be purchased
|
|||||||||||||
July 1- 31, 2014
|
-
|
$
|
-
|
-
|
|
7,777,305
|
||||||||||
August 1 - 31, 2014
|
650,000
|
77.95
|
650,000
|
|
7,127,305
|
|||||||||||
September 1 - 30, 2014
|
70,291
|
(1)
|
74.74
|
70,194
|
|
7,057,111
|
(1)
|
97 shares of restricted stock delivered by a director to ManpowerGroup, upon vesting, to satisfy tax withholding requirements.
|
(a)
|
advice and assistance on foreign corporate structures and internal reorganizations;
|
(b)
|
preparation and/or review of tax returns, including sales and use tax, excise tax, income tax, local tax, property tax, and value-added tax;
|
(c)
|
advice and assistance with respect to transfer pricing matters, including the preparation of reports used by us to comply with taxing authority documentation requirements regarding royalties and inter-company pricing, and assistance with tax exemptions;
|
(d)
|
audit services with respect to certain procedures for governmental requirements;
|
(e)
|
assistance with the implementation of new accounting standards in a foreign subsidiary; and
|
(f)
|
assistance with the due diligence for a potential acquisition.
|
12.1
|
Statement regarding Computation of Ratio of Earnings to Fixed Charges.
|
31.1
|
Certification of Jonas Prising, Chief Executive Officer, pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934.
|
31.2
|
Certification of Michael J. Van Handel, Executive Vice President and Chief Financial Officer, pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934.
|
32.1
|
Statement of Jonas Prising, Chief Executive Officer, pursuant to 18 U.S.C. ss. 1350.
|
32.2
|
Statement of Michael J. Van Handel, Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. ss. 1350.
|
101
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive (Loss) Income, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.
|
ManpowerGroup Inc.
|
||
(Registrant)
|
||
Date: October 31, 2014
|
||
/s/ Michael J. Van Handel
|
||
Michael J. Van Handel
|
||
Executive Vice President and Chief Financial Officer
(Signing on behalf of the Registrant and as the Principal Financial Officer and Principal Accounting Officer)
|
Exhibit No.
|
Description
|
12.1
|
Statement regarding Computation of Ratio of Earnings to Fixed Charges.
|
31.1
|
Certification of Jonas Prising, Chief Executive Officer, pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934.
|
31.2
|
Certification of Michael J. Van Handel, Executive Vice President and Chief Financial Officer, pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934.
|
32.1
|
Statement of Jonas Prising, Chief Executive Officer, pursuant to 18 U.S.C. ss. 1350.
|
32.2
|
Statement of Michael J. Van Handel, Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. ss. 1350.
|
101
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive (Loss) Income, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.
|
9 Months Ended
|
|||||
Septenber 30, 2014
|
|||||
Earnings:
|
|||||
Earnings before income taxes
|
$ |
499.6
|
|||
Fixed charges
|
102.6 | ||||
$ | 602.2 | ||||
Fixed charges:
|
|||||
Interest (expensed or capitalized)
|
$ | 27.9 | |||
Estimated interest portion of rent expense
|
74.7 | ||||
$ | 102.6 | ||||
Ratio of earnings to fixed charges
|
5.9 |
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||||||||
Earnings:
|
||||||||||||||||||||
Earnings before income taxes
|
$ | 475.5 | $ |
368.4
|
$ | 479.9 | $ | (165.2 | ) | $ | (22.9 | ) | ||||||||
Fixed charges
|
159.7 | 165.1 | 170.2 | 161.9 | 183.9 | |||||||||||||||
$ | 635.2 | $ | 533.5 | $ | 650.1 | $ | (3.3 | ) | $ | 161.0 | ||||||||||
Fixed charges:
|
||||||||||||||||||||
Interest (expensed or capitalized)
|
$ | 43.2 | $ | 42.5 | $ | 43.1 | $ | 42.4 | $ | 61.7 | ||||||||||
Estimated interest portion of rent expense
|
116.5 | 122.6 | 127.1 | 119.5 | 122.2 | |||||||||||||||
$ | 159.7 | $ | 165.1 | $ | 170.2 | $ | 161.9 | $ | 183.9 | |||||||||||
Ratio of earnings to fixed charges
|
4.0 | 3.2 | 3.8 | (0.0 | ) | 0.9 |
Note:
|
The calculation of ratio of earnings to fixed charges set forth above is in accordance with Regulation S-K, Item 601(b)(12). This calculation is different than the fixed charge ratio that is required by our various borrowing facilities.
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of ManpowerGroup Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Jonas Prising
|
|
Jonas Prising
|
1.
|
I have reviewed this quarterly report on Form 10-Q of ManpowerGroup Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Michael J. Van Handel
|
|
Michael J. Van Handel
|
(1)
|
the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and
|
(2)
|
the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Jonas Prising
|
|
Jonas Prising
|
(1)
|
the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and
|
(2)
|
the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Michael J. Van Handel | |
Michael J. Van Handel
|
Goodwill and Other Intangible Assets, Goodwill by Reporting Unit (Details) (USD $)
In Millions, unless otherwise specified |
Sep. 30, 2014
|
Dec. 31, 2013
|
||||
---|---|---|---|---|---|---|
Goodwill [Line Items] | ||||||
Goodwill | $ 1,092.6 | [1] | $ 1,090.9 | [1] | ||
United States [Member]
|
||||||
Goodwill [Line Items] | ||||||
Goodwill | 505.9 | 504.0 | ||||
Netherlands [Member]
|
||||||
Goodwill [Line Items] | ||||||
Goodwill | 89.7 | 84.1 | ||||
United Kingdom [Member]
|
||||||
Goodwill [Line Items] | ||||||
Goodwill | 87.2 | 84.6 | ||||
France [Member]
|
||||||
Goodwill [Line Items] | ||||||
Goodwill | 80.2 | 87.3 | ||||
Right Management [Member]
|
||||||
Goodwill [Line Items] | ||||||
Goodwill | 62.1 | 62.1 | ||||
Other reporting units [Member]
|
||||||
Goodwill [Line Items] | ||||||
Goodwill | $ 267.5 | $ 268.8 | ||||
|
H_:
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