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 April 29, 2015
|
||
Common Stock, $.01 par value
|
78,224,094
|
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
|
7-14
|
||||
Item 2
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
15-22
|
|||
Item 3
|
Quantitative and Qualitative Disclosures About Market Risk
|
23
|
|||
Item 4
|
Controls and Procedures
|
23
|
|||
PART II
|
OTHER INFORMATION
|
||||
Item 2
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
24
|
|||
Item 5
|
Other Information
|
24
|
|||
Item 6
|
Exhibits
|
25
|
|||
SIGNATURES
|
26
|
||||
EXHIBIT INDEX
|
27
|
March 31,
|
December 31,
|
|||||||
2015
|
2014
|
|||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
627.6
|
$
|
699.2
|
||||
Accounts receivable, less allowance for doubtful accounts of $103.1 and $111.4, respectively
|
3,903.0
|
4,134.5
|
||||||
Prepaid expenses and other assets
|
160.2
|
147.8
|
||||||
Future income tax benefits
|
46.9
|
52.2
|
||||||
Total current assets
|
4,737.7
|
5,033.7
|
||||||
OTHER ASSETS:
|
||||||||
Goodwill
|
1,056.8
|
1,075.2
|
||||||
Intangible assets, less accumulated amortization of $241.4 and $276.2, respectively
|
276.6
|
286.8
|
||||||
Other assets
|
645.8
|
637.7
|
||||||
Total other assets
|
1,979.2
|
1,999.7
|
||||||
PROPERTY AND EQUIPMENT:
|
||||||||
Land, buildings, leasehold improvements and equipment
|
590.3
|
633.5
|
||||||
Less: accumulated depreciation and amortization
|
452.1
|
484.4
|
||||||
Net property and equipment
|
138.2
|
149.1
|
||||||
Total assets
|
$
|
6,855.1
|
$
|
7,182.5
|
March 31,
|
December 31,
|
|||||||
2015
|
2014
|
|||||||
CURRENT LIABILITIES:
|
||||||||
Accounts payable
|
$
|
1,574.2
|
$
|
1,542.7
|
||||
Employee compensation payable
|
149.9
|
204.5
|
||||||
Accrued liabilities
|
480.8
|
493.3
|
||||||
Accrued payroll taxes and insurance
|
511.7
|
622.4
|
||||||
Value added taxes payable
|
399.0
|
466.3
|
||||||
Short-term borrowings and current maturities of long-term debt
|
45.6
|
45.2
|
||||||
Total current liabilities
|
3,161.2
|
3,374.4
|
||||||
OTHER LIABILITIES:
|
||||||||
Long-term debt
|
376.1
|
423.9
|
||||||
Other long-term liabilities
|
457.4
|
441.2
|
||||||
Total other liabilities
|
833.5
|
865.1
|
||||||
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 113,459,451 and 112,876,552 shares, respectively
|
1.1
|
1.1
|
||||||
Capital in excess of par value
|
3,102.9
|
3,084.2
|
||||||
Retained earnings
|
1,733.5
|
1,667.8
|
||||||
Accumulated other comprehensive loss
|
(274.8
|
)
|
(155.2
|
)
|
||||
Treasury stock at cost, 35,353,512 and 34,762,316 shares, respectively
|
(1,702.3
|
)
|
(1,654.9
|
)
|
||||
Total shareholders’ equity
|
2,860.4
|
2,943.0
|
||||||
Total liabilities and shareholders’ equity
|
$
|
6,855.1
|
$
|
7,182.5
|
3 Months Ended
|
||||||||
March 31,
|
||||||||
2015
|
2014
|
|||||||
Revenues from services
|
$
|
4,542.2
|
$
|
4,904.0
|
||||
Cost of services
|
3,780.2
|
4,087.5
|
||||||
Gross profit
|
762.0
|
816.5
|
||||||
Selling and administrative expenses
|
639.2
|
689.6
|
||||||
Operating profit
|
122.8
|
126.9
|
||||||
Interest and other expenses
|
10.6
|
9.2
|
||||||
Earnings before income taxes
|
112.2
|
117.7
|
||||||
Provision for income taxes
|
46.5
|
47.6
|
||||||
Net earnings
|
$
|
65.7
|
$
|
70.1
|
||||
Net earnings per share – basic
|
$
|
0.83
|
$
|
0.88
|
||||
Net earnings per share – diluted
|
$
|
0.83
|
$
|
0.86
|
||||
Weighted average shares – basic
|
78.7
|
79.8
|
||||||
Weighted average shares – diluted
|
79.6
|
81.2
|
3 Months Ended
|
||||||||
March 31,
|
||||||||
2015
|
2014
|
|||||||
Net earnings
|
$
|
65.7
|
$
|
70.1
|
||||
Other comprehensive loss:
|
||||||||
Foreign currency translation adjustments
|
(156.1
|
)
|
(3.3
|
)
|
||||
Translation adjustments on net investment hedge, less income taxes of $16.9 and $(0.4), respectively
|
30.1
|
(0.8
|
)
|
|||||
Translation adjustments on long-term intercompany loans
|
4.1
|
2.3
|
||||||
Unrealized gain on investments, less income taxes of $0.4 and $0.3, respectively
|
1.7
|
1.7
|
||||||
Defined benefit pension plans and retiree health care plan, less income taxes of $0.2 and $0.0, respectively
|
0.6
|
-
|
||||||
Total other comprehensive loss
|
(119.6
|
)
|
(0.1
|
)
|
||||
Comprehensive (loss) income
|
$
|
(53.9
|
)
|
$
|
70.0
|
3 Months Ended
|
||||||||
March 31,
|
||||||||
2015
|
2014
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net earnings
|
$
|
65.7
|
$
|
70.1
|
||||
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
|
||||||||
Depreciation and amortization
|
18.7
|
21.6
|
||||||
Deferred income taxes
|
18.2
|
(1.5
|
)
|
|||||
Provision for doubtful accounts
|
5.3
|
6.6
|
||||||
Share-based compensation
|
6.7
|
10.8
|
||||||
Excess tax benefit on exercise of share-based awards
|
(0.2
|
)
|
(2.2
|
)
|
||||
Changes in operating assets and liabilities, excluding the impact of acquisitions:
|
||||||||
Accounts receivable
|
(54.3
|
)
|
27.8
|
|||||
Other assets
|
(68.2
|
)
|
(55.8
|
)
|
||||
Other liabilities
|
30.4
|
(92.9
|
)
|
|||||
Cash provided by (used in) operating activities
|
22.3
|
(15.5
|
)
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Capital expenditures
|
(9.9
|
)
|
(8.3
|
)
|
||||
Acquisitions of businesses, net of cash acquired
|
(10.1
|
)
|
(9.4
|
)
|
||||
Proceeds from the sale of property and equipment
|
0.3
|
–
|
||||||
Cash used in investing activities
|
(19.7
|
)
|
(17.7
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Net change in short-term borrowings
|
3.4
|
13.3
|
||||||
Proceeds from long-term debt
|
0.1
|
–
|
||||||
Repayments of long-term debt
|
(1.2
|
)
|
(0.6
|
)
|
||||
Proceeds from share-based awards
|
12.2
|
6.0
|
||||||
Other share-based award transactions, net
|
(7.6
|
)
|
(8.2
|
)
|
||||
Repurchases of common stock
|
(39.6
|
)
|
(16.7
|
)
|
||||
Cash used in financing activities
|
(32.7
|
)
|
(6.2
|
)
|
||||
Effect of exchange rate changes on cash
|
(41.5
|
)
|
(1.7
|
)
|
||||
Change in cash and cash equivalents
|
(71.6
|
)
|
(41.1
|
)
|
||||
Cash and cash equivalents, beginning of year
|
699.2
|
737.6
|
||||||
Cash and cash equivalents, end of period
|
$
|
627.6
|
$
|
696.5
|
||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
||||||||
Interest paid
|
$
|
3.6
|
$
|
3.5
|
||||
Income taxes paid, net
|
$
|
19.0
|
$
|
17.2
|
3 Months Ended March 31,
|
||||||||||||||||
2015
|
2014
|
|||||||||||||||
Shares Granted (thousands)
|
Wtd.-Avg. Per Share
Fair Value
|
Shares Granted (thousands)
|
Wtd.-Avg. Per Share
Fair Value
|
|||||||||||||
Stock Options
|
147
|
$
|
21.66
|
166
|
$
|
25.30
|
||||||||||
Deferred Stock Units
|
8
|
68.17
|
5
|
85.86
|
||||||||||||
Restricted Stock Units
|
178
|
74.19
|
157
|
75.36
|
||||||||||||
Performance Share Units
|
165
|
73.61
|
149
|
76.13
|
||||||||||||
Total Shares Granted
|
498
|
$
|
58.36
|
477
|
$
|
58.28
|
Americas(1)
|
Southern Europe(2)
|
Northern Europe
|
APME
|
Right
Management
|
Corporate
|
Total
|
||||||||||||||||||||||
Balance, January 1, 2015
|
$
|
1.1
|
$
|
2.3
|
$
|
5.8
|
$
|
0.5
|
$
|
2.3
|
$
|
0.9
|
$
|
12.9
|
||||||||||||||
Costs paid or utilized
|
(0.3
|
)
|
(0.6
|
)
|
(1.6
|
)
|
(0.1
|
)
|
(0.7
|
)
|
(0.3
|
)
|
(3.6
|
)
|
||||||||||||||
Balance, March 31, 2015
|
$
|
0.8
|
$
|
1.7
|
$
|
4.2
|
$
|
0.4
|
$
|
1.6
|
$
|
0.6
|
$
|
9.3
|
3 Months Ended
|
||||||||
March 31,
|
||||||||
2015
|
2014
|
|||||||
Net earnings available to common shareholders
|
$
|
65.7
|
$
|
70.1
|
||||
Weighted-average common shares outstanding (in millions):
|
||||||||
Weighted-average common shares outstanding – basic
|
78.7
|
79.8
|
||||||
Effect of dilutive securities – stock options
|
0.5
|
0.7
|
||||||
Effect of other share-based awards
|
0.4
|
0.7
|
||||||
Weighted-average common shares outstanding – diluted
|
79.6
|
81.2
|
||||||
Net earnings per share – basic
|
$
|
0.83
|
$
|
0.88
|
||||
Net earnings per share – diluted
|
$
|
0.83
|
$
|
0.86
|
March 31, 2015
|
December 31, 2014
|
|||||||||||||||||||||||
Gross
|
Accumulated
Amortization
|
Net
|
Gross
|
Accumulated
Amortization
|
Net
|
|||||||||||||||||||
Goodwill(1)
|
$
|
1,056.8
|
$
|
-
|
$
|
1,056.8
|
$
|
1,075.2
|
$
|
-
|
$
|
1,075.2
|
||||||||||||
Intangible assets:
|
||||||||||||||||||||||||
Finite-lived:
|
||||||||||||||||||||||||
Technology
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
19.6
|
$
|
19.6
|
$
|
-
|
||||||||||||
Franchise agreements
|
-
|
-
|
-
|
18.0
|
18.0
|
-
|
||||||||||||||||||
Customer relationships
|
357.4
|
232.4
|
125.0
|
359.9
|
225.6
|
134.3
|
||||||||||||||||||
Other
|
9.6
|
9.0
|
0.6
|
14.2
|
13.0
|
1.2
|
||||||||||||||||||
367.0
|
241.4
|
125.6
|
411.7
|
276.2
|
135.5
|
|||||||||||||||||||
Indefinite-lived:
|
||||||||||||||||||||||||
Tradenames(2)
|
54.0
|
-
|
54.0
|
54.0
|
-
|
54.0
|
||||||||||||||||||
Reacquired franchise rights
|
97.0
|
-
|
97.0
|
97.3
|
-
|
97.3
|
||||||||||||||||||
151.0
|
-
|
151.0
|
151.3
|
-
|
151.3
|
|||||||||||||||||||
Total intangible assets
|
$
|
518.0
|
$
|
241.4
|
$
|
276.6
|
$
|
563.0
|
$
|
276.2
|
$
|
286.8
|
Americas(1)
|
Southern Europe(2)
|
Northern Europe
|
APME
|
Right
Management
|
Corporate(3)
|
Total
|
||||||||||||||||||||||
Balance, January 1, 2015
|
$
|
466.3
|
$
|
100.5
|
$
|
311.3
|
$
|
70.1
|
$
|
62.1
|
$
|
64.9
|
$
|
1,075.2
|
||||||||||||||
Goodwill acquired
|
-
|
-
|
18.3
|
-
|
-
|
-
|
18.3
|
|||||||||||||||||||||
Currency and other impacts
|
(1.3
|
)
|
(10.8
|
)
|
(23.6
|
)
|
(1.0
|
)
|
-
|
-
|
(36.7
|
)
|
||||||||||||||||
Balance, March 31, 2015
|
$
|
465.0
|
$
|
89.7
|
$
|
306.0
|
$
|
69.1
|
$
|
62.1
|
$
|
64.9
|
$
|
1,056.8
|
March 31,
|
January 1,
|
|||||||
2015
|
2015
|
|||||||
United States
|
$
|
505.9
|
$
|
505.9
|
||||
Netherlands
|
93.7
|
85.9
|
||||||
United Kingdom
|
81.6
|
85.9
|
||||||
France
|
68.2
|
76.9
|
||||||
Right Management
|
62.1
|
62.1
|
||||||
Other reporting units
|
245.3
|
258.5
|
||||||
Total goodwill
|
$
|
1,056.8
|
$
|
1,075.2
|
3 Months Ended March 31,
|
||||||||||||||||
Defined Benefit
|
Retiree
|
|||||||||||||||
Pension Plans
|
Health Care Plan
|
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Service cost
|
$
|
1.8
|
$
|
2.0
|
$
|
-
|
$
|
-
|
||||||||
Interest cost
|
2.7
|
3.3
|
0.2
|
0.2
|
||||||||||||
Expected return on assets
|
(2.8
|
)
|
(3.3
|
)
|
-
|
-
|
||||||||||
Other
|
1.1
|
1.0
|
(0.2
|
)
|
-
|
|||||||||||
Net periodic benefit cost
|
$
|
2.8
|
$
|
3.0
|
$
|
-
|
$
|
0.2
|
March 31,
|
December 31,
|
|||||||
2015
|
2014
|
|||||||
Foreign currency translation
|
$
|
(182.5
|
)
|
$
|
(26.4
|
)
|
||
Translation gain (loss) on net investment hedge, net of income taxes of $0.5 and $(16.4), respectively
|
5.6
|
(24.5
|
)
|
|||||
Translation loss on long-term intercompany loans
|
(69.3
|
)
|
(73.4
|
)
|
||||
Unrealized gain on investments, net of income taxes of $4.1 and $3.7, respectively
|
18.4
|
16.7
|
||||||
Defined benefit pension plans, net of income taxes of $(29.8) and $(30.1), respectively
|
(51.4
|
)
|
(52.1
|
)
|
||||
Retiree health care plan, net of income taxes of $2.3 and $2.4, respectively
|
4.4
|
4.5
|
||||||
Accumulated other comprehensive loss
|
$
|
(274.8
|
)
|
$
|
(155.2
|
)
|
3 Months Ended
|
||||||||
March 31,
|
||||||||
2015
|
2014
|
|||||||
Interest expense
|
$
|
8.0
|
$
|
8.6
|
||||
Interest income
|
(0.5
|
)
|
(0.9
|
)
|
||||
Foreign exchange loss (gain)
|
0.7
|
(1.2
|
)
|
|||||
Miscellaneous expenses, net
|
2.4
|
2.7
|
||||||
Interest and other expenses
|
$
|
10.6
|
$
|
9.2
|
Fair Value Measurements Using
|
||||||||||||||||
|
March 31,
2015
|
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
|
$
|
85.7
|
$
|
85.7
|
$
|
-
|
$
|
-
|
||||||||
Foreign currency forward contracts
|
0.2
|
-
|
0.2
|
-
|
||||||||||||
$
|
85.9
|
$
|
85.7
|
$
|
0.2
|
$
|
-
|
Fair Value Measurements Using
|
||||||||||||||||
|
December 31, 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
|
$
|
81.4
|
$
|
81.4
|
$
|
-
|
$
|
-
|
||||||||
Foreign currency forward contracts
|
0.1
|
-
|
0.1
|
-
|
||||||||||||
$
|
81.5
|
$
|
81.4
|
$
|
0.1
|
$
|
-
|
3 Months Ended March 31,
|
||||||||
2015
|
2014
|
|||||||
Revenues from services:
|
||||||||
Americas:
|
||||||||
United States (a)
|
$
|
725.1
|
$
|
720.5
|
||||
Other Americas
|
359.3
|
350.6
|
||||||
1,084.4
|
1,071.1
|
|||||||
Southern Europe:
|
||||||||
France
|
1,040.8
|
1,217.3
|
||||||
Italy
|
270.1
|
274.7
|
||||||
Other Southern Europe
|
226.2
|
230.0
|
||||||
1,537.1
|
1,722.0
|
|||||||
Northern Europe
|
1,323.3
|
1,463.9
|
||||||
APME
|
533.1
|
573.7
|
||||||
Right Management
|
64.3
|
73.3
|
||||||
Consolidated (b)
|
$
|
4,542.2
|
$
|
4,904.0
|
||||
Operating unit profit: (c)
|
||||||||
Americas:
|
||||||||
United States
|
$
|
17.4
|
$
|
13.4
|
||||
Other Americas
|
12.8
|
12.6
|
||||||
30.2
|
26.0
|
|||||||
Southern Europe:
|
||||||||
France
|
50.3
|
51.2
|
||||||
Italy
|
14.0
|
12.6
|
||||||
Other Southern Europe
|
4.7
|
4.6
|
||||||
69.0
|
68.4
|
|||||||
Northern Europe
|
33.3
|
38.4
|
||||||
APME
|
18.8
|
20.2
|
||||||
Right Management
|
5.6
|
8.3
|
||||||
156.9
|
161.3
|
|||||||
Corporate expenses
|
(26.7
|
)
|
(26.2
|
)
|
||||
Intangible asset amortization expense
|
(7.4
|
)
|
(8.2
|
)
|
||||
Operating Profit
|
122.8
|
126.9
|
||||||
Interest and other expenses
|
(10.6
|
)
|
(9.2
|
)
|
||||
Earnings before income taxes
|
$
|
112.2
|
$
|
117.7
|
(a)
|
In the United States, where a majority of our franchises operate, revenues from services included fees received from the related franchise offices of $3.4 for both the three months ended March 31, 2015 and 2014. These fees are primarily based on revenues generated by the franchise offices, which were $168.7 and $169.1 for the three months ended March 31, 2015 and 2014, respectively.
|
(b)
|
Our consolidated revenues from services include fees received from our franchise offices of $5.5 for both the three months ended March 31, 2015 and 2014. These fees are primarily based on revenues generated by the franchise offices, which were $249.9 and $256.6 for the three months ended March 31, 2015 and 2014, 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)
|
2015
|
2014
|
Variance
|
Constant Currency Variance
|
||||||||||||
Revenues from services
|
$
|
4,542.2
|
$
|
4,904.0
|
-7.4
|
%
|
6.6
|
%
|
||||||||
Cost of services
|
3,780.2
|
4,087.5
|
-7.5
|
6.6
|
||||||||||||
Gross profit
|
762.0
|
816.5
|
-6.7
|
6.7
|
||||||||||||
Gross profit margin
|
16.8
|
%
|
16.7
|
%
|
||||||||||||
Selling and administrative expenses
|
639.2
|
689.6
|
-7.3
|
4.9
|
||||||||||||
Operating profit
|
122.8
|
126.9
|
-3.2
|
16.5
|
||||||||||||
Operating profit margin
|
2.7
|
%
|
2.6
|
%
|
||||||||||||
Interest and other expenses
|
10.6
|
9.2
|
16.1
|
|||||||||||||
Earnings before income taxes
|
112.2
|
117.7
|
-4.7
|
14.9
|
||||||||||||
Provision for income taxes
|
46.5
|
47.6
|
-2.3
|
|||||||||||||
Effective income tax rate
|
41.5
|
%
|
40.4
|
%
|
||||||||||||
Net earnings
|
$
|
65.7
|
$
|
70.1
|
-6.3
|
12.8
|
||||||||||
Net earnings per share – diluted
|
$
|
0.83
|
$
|
0.86
|
-3.5
|
16.3
|
||||||||||
Weighted average shares – diluted
|
79.6
|
81.2
|
-2.0
|
%
|
·
|
a 14.0% decrease due to the impact of changes in the currency exchange rates; and
|
·
|
decreased demand for services at Right Management, where revenues decreased 4.8% in constant currency (-12.2% as reported), including a 5.5% constant currency decline (-12.9% as reported) in our outplacement services and a 2.6% constant currency decline (-10.4% as reported) in our talent management business; partially offset by
|
·
|
increased demand for services in several of our markets within Southern Europe and Northern Europe, where in constant currency revenues increased 8.4% (7.7% in organic constant currency; -10.7% as reported) and 7.6% (6.4% in organic constant currency; -9.6% as reported), respectively. This included constant currency revenue increases in our larger markets of France and Italy of 4.2% and 20.0% (3.8% and 19.6%, respectively, in organic constant currency; -14.5% and -1.7% respectively, as reported), respectively, as we experienced stabilization in France, and improving demand in Italy. We also experienced organic constant currency revenue growth in Spain, the United Kingdom, and Germany of 26.8%, 18.3%, and 4.2%, respectively (8.7%, 8.5% and -14.5%, respectively, as reported);
|
·
|
revenue increase in the United States of 0.6% primarily driven by solid growth in our permanent recruitment business and in our MSP and RPO offerings within the ManpowerGroup Solutions business; and
|
·
|
revenue increase in APME of 2.1% in constant currency (1.9% in organic constant currency; -7.1% as reported) primarily due to an increase in our ManpowerGroup Solutions business, a 6.9% constant currency increase (-2.9% as reported) in our permanent recruitment business and a slight increase in demand for our staffing/interim services.
|
·
|
a 20 basis point (0.20%) favorable impact due to the 16.7% constant currency growth (3.5% as reported) in our permanent recruitment business;
|
·
|
a 10 basis point (0.10%) favorable impact due to the increased demand for our ManpowerGroup Solutions offerings; and
|
·
|
a 10 basis point (0.10%) increase due to the impact on mix of the changes in currency exchange rates; partially offset by
|
·
|
a 20 basis point (-0.20%) unfavorable impact from the decline in our staffing margin due to general pricing pressures in certain markets and the impact of business mix as we saw higher growth from our lower-margin markets; and
|
·
|
a 10 basis point (-0.10%) unfavorable impact from a decreased demand in our higher-margin outplacement services at Right Management.
|
·
|
a 12.2% decrease due to the impact of changes in the currency exchange rates; and
|
·
|
a 2.1% decrease in constant currency (-14.0% as reported) in lease and office-related costs because we have closed over 200 offices since the first quarter of 2014 as a result of office consolidations and delivery model changes; partially offset by
|
·
|
a 4.7% increase in constant currency (-7.3% as reported) in organic salary-related costs primarily because of higher headcount to support an increased demand for our services and an increase in our variable incentive-based costs due to improved operating results;
|
·
|
an increase in other non-personnel related costs, excluding the lease and office-related costs noted above, as a result of increased demand for our services; and
|
·
|
the additional recurring selling and administrative costs incurred as a result of the acquisitions in Southern Europe, Northern Europe and APME.
|
3 Months Ended March 31, 2015 Compared to 2014
|
||||||||||||||
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
|
$
|
725.1
|
0.6
|
%
|
-
|
%
|
0.6
|
%
|
-
|
%
|
0.6
|
%
|
||
Other Americas
|
359.3
|
2.5
|
(13.6
|
)
|
16.1
|
-
|
16.1
|
|||||||
1,084.4
|
1.2
|
(4.5
|
)
|
5.7
|
-
|
5.7
|
||||||||
Southern Europe:
|
||||||||||||||
France
|
1,040.8
|
(14.5
|
)
|
(18.7
|
)
|
4.2
|
0.4
|
3.8
|
||||||
Italy
|
270.1
|
(1.7
|
)
|
(21.7
|
)
|
20.0
|
0.4
|
19.6
|
||||||
Other Southern Europe
|
226.2
|
(1.7
|
)
|
(18.4
|
)
|
16.7
|
2.5
|
14.2
|
||||||
1,537.1
|
(10.7
|
)
|
(19.1
|
)
|
8.4
|
0.7
|
7.7
|
|||||||
Northern Europe
|
1,323.3
|
(9.6
|
)
|
(17.2
|
)
|
7.6
|
1.2
|
6.4
|
||||||
APME
|
533.1
|
(7.1
|
)
|
(9.2
|
)
|
2.1
|
0.2
|
1.9
|
||||||
Right Management
|
64.3
|
(12.2
|
)
|
(7.4
|
)
|
(4.8
|
)
|
-
|
(4.8
|
)
|
||||
Consolidated
|
$
|
4,542.2
|
(7.4
|
)
|
(14.0
|
)
|
6.6
|
0.6
|
6.0
|
|||||
Gross Profit
|
$
|
762.0
|
(6.7
|
)
|
(13.4
|
)
|
6.7
|
1.1
|
5.6
|
|||||
Selling and Administrative Expense
|
$
|
639.2
|
(7.3
|
)
|
(12.2
|
)
|
4.9
|
1.0
|
3.9
|
|||||
Operating Profit
|
$
|
122.8
|
(3.2
|
)
|
(19.7
|
)
|
16.5
|
1.8
|
14.7
|
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
|
|||||||||||||
January 1- 31, 2015
|
53,526
|
(1)
|
$
|
-
|
-
|
5,980,767
|
||||||||||
February 1 - 28, 2015
|
403,950
|
(2)
|
78.55
|
377,761
|
5,603,006
|
|||||||||||
March 1 - 31, 2015
|
122,239
|
80.76
|
122,239
|
5,480,767
|
(1)
|
Represents 53,033 shares of common stock withheld by ManpowerGroup to satisfy tax withholding obligations on shares acquired by certain officers in settlement of restricted stock and restricted stock units and 493 shares of restricted stock delivered by a director to ManpowerGroup, upon vesting, to satisfy tax withholding requirements.
|
(2)
|
Includes 24,985 shares of common stock withheld by ManpowerGroup to satisfy tax withholding obligations on shares acquired by certain officers in settlement of restricted stock and restricted stock units and 1,204 shares of restricted stock delivered by a director to ManpowerGroup, upon vesting, to satisfy tax withholding requirements.
|
(a)
|
preparation and/or review of tax returns, including sales and use tax, excise tax, income tax, local tax, property tax, and value-added tax;
|
(b)
|
advice and assistance with respect to transfer pricing matters and tax audits; and
|
(c)
|
audit services with respect to certain procedures for governmental requirements.
|
10.1
|
Severance Agreement between Mara Swan and the Company dated as of February 10, 2015, incorporated by reference to the Company’s Current Report on Form 8-K dated February 10, 2015.
|
|
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 March 31, 2015, 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: May 1, 2015
|
||
/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
|
10.1
|
Severance Agreement between Mara Swan and the Company dated as of February 10, 2015, incorporated by reference to the Company’s Current Report on Form 8-K dated February 10, 2015.
|
|
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 March 31, 2015, 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.
|
3 Months Ended
|
|||||
March 31, 2015
|
|||||
Earnings:
|
|||||
Earnings before income taxes
|
$ |
112.2
|
|||
Fixed charges
|
29.7 | ||||
$ | 141.9 | ||||
Fixed charges:
|
|||||
Interest (expensed or capitalized)
|
$ | 8.2 | |||
Estimated interest portion of rent expense
|
21.5 | ||||
$ | 29.7 | ||||
Ratio of earnings to fixed charges
|
4.8 |
2014
|
2013
|
2012
|
2011
|
2010
|
||||||||||||||||
Earnings:
|
||||||||||||||||||||
Earnings before income taxes
|
$ | 681.6 | $ |
475.5
|
$ | 368.4 | $ | 479.9 | $ | (165.2 | ) | |||||||||
Fixed charges
|
133.6 | 159.7 | 165.1 | 170.2 | 161.9 | |||||||||||||||
$ | 815.2 | $ | 635.2 | $ | 533.5 | $ | 650.1 | $ | (3.3 | ) | ||||||||||
Fixed charges:
|
||||||||||||||||||||
Interest (expensed or capitalized)
|
$ | 35.1 | $ | 43.2 | $ | 42.5 | $ | 43.1 | $ | 42.4 | ||||||||||
Estimated interest portion of rent expense
|
98.5 | 116.5 | 122.6 | 127.1 | 119.5 | |||||||||||||||
$ | 133.6 | $ | 159.7 | $ | 165.1 | $ | 170.2 | $ | 161.9 | |||||||||||
Ratio of earnings to fixed charges
|
6.1 | 4.0 | 3.2 | 3.8 | (0.0 | ) |
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 March 31, 2015 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 March 31, 2015 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 |
Mar. 31, 2015
|
Dec. 31, 2014
|
||||
---|---|---|---|---|---|---|
Goodwill [Line Items] | ||||||
Goodwill | $ 1,056.8 | [1] | $ 1,075.2 | [1] | ||
United States [Member] | ||||||
Goodwill [Line Items] | ||||||
Goodwill | 505.9 | 505.9 | ||||
Netherlands [Member] | ||||||
Goodwill [Line Items] | ||||||
Goodwill | 93.7 | 85.9 | ||||
United Kingdom [Member] | ||||||
Goodwill [Line Items] | ||||||
Goodwill | 81.6 | 85.9 | ||||
France [Member] | ||||||
Goodwill [Line Items] | ||||||
Goodwill | 68.2 | 76.9 | ||||
Right Management [Member] | ||||||
Goodwill [Line Items] | ||||||
Goodwill | 62.1 | 62.1 | ||||
Other reporting units [Member] | ||||||
Goodwill [Line Items] | ||||||
Goodwill | $ 245.3 | $ 258.5 | ||||
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