ManpowerGroup Inc.

(1)Summary of Significant Accounting Policies

Nature of Operations

ManpowerGroup Inc. is a world leader in the innovative workforce solutions and services industry. Our global network of 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. We specialize in permanent, temporary and contract recruitment and assessment; training and development; outsourcing; career management and workforce consulting services. We provide services to a wide variety of clients, none of which individually comprise a significant portion of revenues for us as a whole.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Estimates are used for, but not limited to, the accounting for the allowance for doubtful accounts and credit losses, defined benefit plans, workers’ compensation, share-based compensation, annual performance-related incentives, leases, goodwill and long-lived asset impairment, valuation of acquired intangibles and income taxes. Actual results could differ from these estimates.

Basis of Consolidation

The Consolidated Financial Statements include our operating results and the operating results of all of our majority-owned subsidiaries and entities in which we have a controlling financial interest. We have a controlling financial interest if we own a majority of the outstanding voting common stock and the noncontrolling shareholders do not have substantive participating rights, or we have significant control over an entity through contractual or economic interests in which we are the primary beneficiary. We account for equity investments in companies over which we have the ability to exercise significant influence, but not control, using the equity method of accounting. We recognize our ownership share of earnings of these equity method investments, amortization of basis differences, and related gains or losses in the Consolidated Financial Statements. These investments, as well as certain other relationships, are also evaluated for consolidation under the accounting guidance on consolidation of variable interest entities. These investments were $100.2 and $103.9 as of December 31,2025 and 2024, respectively, and are included in other assets in the Consolidated Balance Sheets. Included in shareholders’ equity as of December 31, 2025 and 2024 are $6.5 and $16.9, respectively, of accumulated unremitted earnings from investments accounted for using the equity method. The amounts relate to accounting for our remaining interest in ManpowerGroup Greater China under the equity method subsequent to deconsolidation in 2019.

Revenues

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

Part II

A performance obligation is a promise in a contract to transfer a distinct service to the client, and it is the unit of account in the accounting guidance for revenue recognition. The majority of our contracts have a single performance obligation as the promise to transfer the individual services is not separately identifiable from other promises in our contracts and, therefore, is not distinct. However, we have multiple performance obligations within our Recruitment Process Outsourcing (RPO) contracts as discussed below. For performance obligations that we satisfy over time, revenues are recognized by consistently applying a method of measuring progress toward satisfaction of that performance obligation. We generally utilize an input measure of time (e.g., hours, weeks, months) of service provided, which most accurately depicts the progress toward completion of each performance obligation.

We generally determine standalone selling prices based on the prices included in the client contracts, using expected costs plus margin or other observable prices. The price as specified in our client contracts is generally considered the standalone selling price as it is an observable input that depicts the price as if separately sold to a similar client in similar circumstances. Certain client contracts have variable consideration, including credits, sales allowances, rebates or other similar items that generally reduce the transaction price. We estimate variable consideration using whichever method, either the expected value method or most likely amount method, better predicts the amount of consideration to which we will become entitled based on the terms of the client contract and historical evidence. These amounts may be constrained and are only included in revenues to the extent we do not expect a significant reversal when the uncertainty associated with the variable consideration is resolved. Our variable consideration amounts are not material, and we do not believe that there will be significant changes to our estimates.

Our client contracts generally include standard payment terms acceptable in each of the countries and territories in which we operate. The payment terms vary by the type and location of our clients and services offered. Client payments are typically due approximately 60 days after invoicing but may be a shorter or longer term depending on the contract. Our client contracts are generally short-term in nature with a term of one year or less. The timing between satisfaction of the performance obligation, invoicing and payment is not significant. For certain services and client types, we may require payment prior to delivery of services to the client, for which deferred revenue is recorded.

In certain scenarios where a third-party vendor is involved in our revenue transactions with our clients, we evaluate whether we are the principal or the agent in the transaction. In situations where we act as principal in the transaction, we control the performance obligation prior to transfer to the client, and we report the related amounts as gross revenues and cost of services. When we act as agent in the transaction, we do not control the performance obligation prior to transfer to the client, and we report the related amounts as revenues on a net basis.

A majority of these agent transactions occur within our TAPFIN - Managed Service Provider (MSP) programs where our performance obligation is to manage our client’s contingent workforce, and we earn a commission based on the amount of staffing services that are managed through the program. We are the agent in these transactions as we do not control the third-party providers' staffing services provided to the client through our MSP program prior to those services being transferred to the client.

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

As allowed under the guidance, we do not disclose the amount of unsatisfied performance obligations for client contracts with an original expected length of one year or less and those client contracts for which we recognize revenues at the amount to which we have the right to invoice for services performed. We have other contracts with revenues expected to be recognized subsequent to December 31, 2025 related to remaining performance obligations, which are not material.

Accounts Receivable, Contract Assets and Contract Liabilities

We record accounts receivable when our right to consideration becomes unconditional. Contract assets primarily relate to our rights to consideration for services provided that they are conditional on satisfaction of future performance obligations. We record contract liabilities (deferred revenue) when payments are made or due prior to the related performance obligations being satisfied. The current portion of our contract liabilities is included in accrued liabilities in our Consolidated Balance Sheets. We do not have any material contract assets or long-term contract liabilities.

Our deferred revenue was $45.6 and $30.3 as of December 31,2025 and 2024, respectively. We recognized the entire amount of the deferred revenue balance as of December 31, 2024 as revenue during the year ended December 31, 2025. We expect to recognize the entire amount of deferred revenue balance as of December 31, 2025 as revenue in 2026.

Part II

Allowance for Expected Credit Losses

We have an allowance for expected credit losses recorded as an estimate of the accounts receivable balance that may not be collected. This allowance is calculated on an entity-by-entity basis with consideration for historical write-off experience, age of receivables, market conditions, and a specific review for expected credit losses. 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:

(a)

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

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

Advertising Costs

We expense production costs of advertising as they are incurred. Advertising expenses were $28.1, $28.3 and $28.9 in 2025, 2024 and 2023, respectively.

Restructuring Costs

We recorded net restructuring costs of$64.2, $53.6, and $149.2 in 2025, 2024 and 2023, respectively, in selling and administrative expenses. Payments made from the restructuring reserve were$72.9 and $93.7 during 2025 and 2024, respectively. 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 remai ning $35.1 reserve will be paid by the end of 2026.

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

(a)

Balance related to United States was $3.7 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. In 2025, United States incurred $2.6 for severance costs and paid $6.0, leaving a $0.6 liability as of December 31, 2025.

(b)

France had a $2.5 liab ility 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. In 2025, France incurred $5.0 for severance costs and paid $3.1, leaving a $3.1 liability as of December 31, 2025. As of December 31, 2023, Italy had a $1.0 liability. 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, Italy incurred$0.4 for 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.

Part II

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We record a valuation allowance against deferred tax assets to reduce the assets to the amounts more likely than not to be realized.

Fair Value Measurements

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

Our deferred compensation plan assets are comprised of publicly traded securities, of which fair value is determined using market quotes as of the last day of the period. We record them in other assets in the Consolidated Balance Sheets. The fair value of the cross-currency swaps and foreign currency forward contracts are measured at the value based on a third party valuation model that performs a discounted cash flow analysis based on the terms of the contracts and market observable inputs such as current and forward interest rates and current and forward foreign exchange rates.

The carrying values of cash and cash equivalents, accounts receivable, accounts payable and other current assets and liabilities approximate their fair values because of the short-term nature of these instruments. The carrying value of our variable-rate long-term debt and revolving debt facility approximates fair value. The fair value of the Euro-denominated notes, as observable at commonly quoted intervals (Level 2 inputs), was $1,645.3 and $928.5 as of December 31,2025 and 2024, respectively, compared to a carrying value of $1,639.0 and $928.4, respectively.

Part II

Goodwill and Other Intangible Assets

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

(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.

(c)

Balances were net of accumulated impairment loss of $30.6 andnone as of December 31,2025 and 2024, respectively.

The consolidated amortization expense related to intangibles was $31.3, $32.7 and $34.6 in 2025, 2024 and 2023, respectively. Amortization expense expected in each of the next five years related to acquisitions completed as of December 31,2025 is as follows:2026 - $27.9, 2027 - $27.1, 2028 - $27.1, 2029 - $26.8 and 2030 - $26.3. The weighted-average useful lives of the customer relationships and other are approximately 15 and 5 years, respectively. The tradenames have been assigned an indefinite-life based on our expectation of renewing the tradenames, as required, without material modifications and at a minimal cost, and our expectation of positive cash flows beyond the foreseeable future. Indefinite-lived reacquired franchise rights resulted from our franchise acquisitions in the United States, Switzerland and Canada. These rights entitled the franchisees with unilateral control to operate perpetually in particular territories and have therefore been assigned an indefinite-life.

In accordance with the accounting guidance on goodwill and other intangible assets, we perform an annual impairment test of goodwill at our reporting unit level and indefinite-lived intangible assets at our unit of account level during the third quarter, or more frequently if events or circumstances change that would more likely than not reduce the fair value of our reporting units below their carrying value. In the event the fair value of a reporting unit is less than the carrying value including goodwill, we 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 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. 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. 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.

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.

Part II

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 and indefinite-lived intangible assets. 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 or indefinite-lived intangible asset 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%.

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 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 unit 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 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. 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.

Capitalized Software for Internal Use

We capitalize purchased software as well as internally developed software. Internal software development costs are capitalized from the time when the internal-use software is considered probable of completion until the software is ready for use. Business analysis, system evaluation, selection and software maintenance costs are expensed as incurred. Capitalized software costs are amortized using the straight-line method over the estimated useful life of the software which ranges from 3 to 10 years. The net capitalized software balance of$39.3 and $36.5 as of December 31, 2025 and 2024, respectively, is included in other assets in the Consolidated Balance Sheets. Amortization expense related to the capitalized software costs, which is included in selling and administrative expenses, was $17.2, $15.8 and $13.8 for 2025, 2024 and 2023, respectively. In 2023, we also recorded software impairment charges of $2.2.

Part II

Cloud Computing Arrangements

We utilize cloud computing arrangements such as hosting arrangements that are service contracts, whereby we gain remote access to use software hosted by the vendor or another third party on an as-needed basis for a period of time in exchange for a subscription fee. Subscription fees are usually prepaid and recorded in selling and administrative expenses over the related subscription period. Certain implementation costs for cloud computing arrangements are capitalized in prepaid expenses or other noncurrent assets if they consist of internal and external costs directly attributable to developing and configuring cloud computing software for its intended use. Amortization of capitalized implementation costs is recorded in selling and administrative expenses on a straight-line basis over the term of the cloud computing arrangement, which is the non-cancellable period of agreement, together with periods covered by renewal options that we are reasonably certain to exercise. The unamortized implementation costs related to our cloud computing arrangements were $166.5, $110.8 and $54.6 as of December 31, 2025, 2024 and 2023, respectively.

Property and Equipment

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

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; furniture, fixtures, autos and computer equipment -3 to 16 years; leasehold improvements -lesser of life of asset or expected lease term. Expenditures for renewals and betterments are capitalized whereas expenditures for repairs and maintenance are charged to income as incurred. Upon sale or disposition of property and equipment, the difference between the unamortized cost and the proceeds is recorded as either a gain or a loss and is included in our Consolidated Statements of Operations. Long-lived assets are evaluated for impairment in accordance with the provisions of the accounting guidance on the impairment or disposal of long-lived assets.

Leases

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. Our leases have remaining lease terms of 1 month to 14 years. Our lease agreements may include renewal or termination options for varying periods that are generally at our discretion. In our lease term, we only include those periods related to renewal options we are reasonably certain to exercise. However, we generally do not include these renewal options as we are not reasonably certain to renew at the lease commencement date. This determination is based on our consideration of certain economic, strategic and other factors that we evaluate at lease commencement date and reevaluate throughout the lease term. Some leases also include options to terminate the contracts, and we only include those periods beyond the termination date if we are reasonably certain not to exercise the termination option.

Some leasing arrangements require variable payments that are dependent on usage or may vary for other reasons, such as payments for insurance and tax payments. The variable portion of lease payments is not included in our ROU assets or lease liabilities. Rather, variable payments, other than those dependent upon an index or rate, are expensed when the obligation for those payments is incurred and are included in lease expenses recorded in selling and administrative expenses on the Consolidated Statements of Operations.

We have lease agreements with both lease and non-lease components that are treated as a single lease component for all underlying asset classes. Accordingly, all expenses associated with a lease contract are accounted for as lease expenses.

Part II

Leases with a term of 12 months or less are not recognized on the balance sheet, but rather expensed on a straight-line basis over the lease term. We do not include significant restrictions or covenants in our lease agreements, and residual value guarantees are generally not included within our operating leases. As of December 31, 2025, we did not have any material additional operating leases that have not yet commenced.

Derivative Financial Instruments

Derivative instruments are recorded on the balance sheet as either an asset or liability measured at their fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portions of the changes in the fair value of the derivative are recorded as a component of 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 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 AOCL.

Shareholders’ Equity

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. Share repurchases may be made from time to time through a variety of methods, including open market purchases, block transactions, privately negotiated transactions or similar facilities. In 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. As of December 31,2025, there were 1.9 million shares remaining authorized for repurchase under the 2023 authorization andno shares remaining authorized for repurchase under the 2021 authorization.

During 2025, 2024 and 2023, the Board of Directors declared total cash dividends of $1.44, $3.08 and $2.94 per share, respectively, resulting in total dividend paym ents of $66.7, $145.8 and $144.3, respectively.

Noncontrolling interests, included in total shareholders' equity in our Consolidated Balance Sheets, represent amounts related to majority-owned subsidiaries in which we have a controlling financial interest. Net earnings attributable to these noncontrolling interests are recorded in interest and other expenses in our Consolidated Statements of Operations. We recorded income of $0.2 for 2025 and expenses of $0.3 and $0.4 for 2024 and 2023, respectively.

Cash and Cash Equivalents

Cash and cash equivalents comprise cash on hand, term deposits with banks and short-term highly-liquid financial investments that are readily convertible to known amounts of cash which are subject to insignificant risk of changes in value; and have a maturity of three months or less from the date of acquisition.

Part II

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.

Recently Issued Accounting Standards

In November 2024, the FASB issued new guidance on disaggregation of income statement expenses. The guidance requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses. The guidance is effective for our 2027 annual financial statements and can be adopted prospectively or retrospectively. Adoption of this guidance will not have a material impact on our Consolidated Financial Statements.

In September 2025, 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 five 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

Revenue Service Types

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

Staffing and Interim

Staffing and Interim services include the augmentation of clients’ workforce with our contingent employees performing services under the client’s supervision, which provides our clients with a source of flexible labor. Staffing and Interim client contracts are generally short-term in nature, and we generally enter into contracts that include only a single performance obligation. We recognize revenues over time based on a fixed amount for each hour of Staffing and Interim service provided as our clients benefit from our services as we provide them.

Part II

Outcome-Based Solutions and Consulting

Our Outcome-Based Solutions and Consulting services include utilizing consultants and contingent employees who are generally experts in a specific field advising the client to help find strategic solutions to specific matters or achieve a particular outcome. Our services may also include managing certain processes and functions within the client’s organization. We recognize revenues over time based on (i) our clients benefiting from our services as we are providing them, (ii) our clients controlling an asset as it is created or enhanced, or (iii) our performance not creating an asset with an alternative use and having an enforceable right to payment for the services we have provided to date. We generally utilize an input measure of time for the service provided, which most accurately depicts the progress toward completion of these performance obligations. The price as specified in our client contracts is generally considered the standalone selling price as it is an observable input that depicts the price as if sold to a similar client in similar circumstances.

Permanent Recruitment

Permanent Recruitment services include providing qualified candidates to our clients to hire on a permanent basis. We recognize revenues for our Permanent Recruitment services at a point in time when we place the qualified candidate, because we have determined that control of the performance obligation has transferred to the client (i.e., service performed) as we have the right to payment for our service and the client has accepted our service of providing a qualified candidate to fill a permanent position. Revenues recognized from our Permanent Recruitment services are based upon either a fixed fee per placement or as a percentage of the candidate’s salary.

Our RPO services, which include RPO management services and placement services, are also included in our Permanent Recruitment revenues. RPO management services include the various activities of managing a client's permanent workforce, which can include candidate assessments, screening, conducting candidate interviews, providing sourcing technology, and providing our marketing and recruiting expertise. We perform these activities to fulfill the overall obligation to provide permanent workforce management services, so they are not individually distinct, and therefore, we account for them as a single performance obligation. We generally utilize an input measure of time in months, but we do have a few contracts for which we use labor hours of management services provided as this more accurately depicts the progress toward completion of the performance obligation. We recognize revenues over time for each month of management services provided, as each month of management services is distinct, and the client benefits from each month of management services as we provide them. For those contracts for which we use labor hours as the input measure, we recognize revenues over time based on a fixed amount for each labor hour of management services provided as our clients benefit from our services as we provide them.

We consider the RPO management services and placement services to be distinct, and therefore separate performance obligations within our RPO contracts as (i) our clients can benefit from each service on its own, and (ii) each service is separately identifiable within the client contract. The prices as specified in our contracts will generally be broken out between management fees and placement fees, which we consider the standalone selling price of each service as they are the observable inputs which depict the prices as if they were sold to a similar client in similar circumstances. The consideration from our client contracts is allocated to each performance obligation based on the relative standalone selling price.

Other Services

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

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Outplacement services include assisting our clients in managing their workforce transitions and their employees in managing career changes by developing additional skills and finding new employment. We recognize revenues over time as we provide the service (i.e., transfer control of the performance obligation) using the input measure of hours of service to measure progress toward completion of the performance obligation.

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MSP services include overall program management of our clients’ contingent workforce and generally include various activities such as reporting and tracking, supplier selection and management and order distribution, depending on each client contract. We provide these services to fulfill the overall obligation of contingent workforce management services so the individual activities are not distinct and therefore we account for them as a single performance obligation. We recognize revenues over time for each month of MSP services provided as each month of MSP services is distinct, and the client benefits from each month of MSP services as we provide them.

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Training services include teaching skills that relate to specific competencies in order for our client’s workforce to acquire knowledge and develop skills proficiencies. We recognize revenues over time for each hour of training service provided as our clients benefit from our services as we provide them.

Part II

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Our franchise fees include the performance obligation of providing the right to use our intellectual property in a specifically defined exclusive territory as defined in a franchise agreement. Our franchise agreements generally state that franchise fees are calculated based on a percentage of revenues earned by the franchise operations and are payable on a monthly basis. As such, we record franchise fee revenues monthly over time calculated based on the specific fee percentage and the monthly revenues of the franchise operations. Franchise fees were $16.6, $14.4 and $14.8 for the years ended December 31, 2025, 2024 and 2023, respectively.

Disaggregation of Revenues

In the following table, revenue is disaggregated by service types and timing of revenue recognition and then reconciled by reportable segment.

(a)

Effective January 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.

Part II

(a)

Effective January 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.

(a)

Effective January 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.

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(3)Share-Based Compensation Plans

During 2025, 2024 and 2023, we recognized $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. 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 ofeach award.

Stock Options and Stock Appreciation Rights

All share-based compensation is granted under the 2011 Equity Incentive Plan of ManpowerGroup Inc. (“2011 Plan”). Under the 2011 Plan, stock options and stock appreciation rights are required to be granted at a price not less than 100% of the fair market value of the common stock at the date of grant. Generally, options are granted with a ratable vesting period of up tofour years and expire 10 years from date of grant. No options were granted subsequent to 2021, and we have not granted stock appreciation rights under the 2011 Plan. A summary of stock option activity is as follows:

Options outstanding and exercisable as of December 31, 2025 were as follows:

Part II

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 was $0.7, $1.5 and $2.2, respectively. As of December 31, 2025, there was no unrecognized compensation cost.

Deferred Stock

Our non-employee directors may elect to receive deferred stock in lieu of part or all of their annual cash retainer otherwise payable to them. The number of shares of deferred stock is determined pursuant to a formula set forth in the terms and conditions adopted under the 2011 Plan; the deferred stock is settled in shares of common stock according to these terms and conditions. During December 31, 2025, 2024 and 2023, there were 7,232,4,716 and 4,463, respectively, shares of deferred stock awarded under this arrangement, all of which are vested.

Non-employee directors also receive an annual grant of deferred stock (or restricted stock, if they so elect) as additional compensation for board service. The award vests in equal quarterly installments overone year and the vested portion of the deferred stock is settled in shares of common stock either three years after the date of grant (which may in most cases be extended at the directors’ election) or upon a director’s termination of service in accordance with the terms and conditions under the 2011 Plan. During 2025, 2024 and 2023, there were 18,714,14,362 and 14,721, respectively, shares of deferred stock awarded under this arrangement, all of which are vested. We recognized expense of $1.5, $1.7 and $1.9 related to deferred stock in 2025, 2024 and 2023, respectively.

Restricted Stock and Restricted Stock Units

We grant restricted stock and restricted stock unit awards to certain employees and to non-employee directors who may elect to receive restricted stock rather than deferred stock as described above. Restrictions lapse over periods ranging up tofive years, and in some cases upon retirement. We value restricted stock awards at the closing market value of our common stock on the date of grant.

A summary of restricted stock and restricted stock unit activity is as follows:

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 2025, 2024 and 2023, we recognized expense of $19.4, $18.9 and $18.9, respectively, related to restricted stock awards. As of December 31, 2025, therewas $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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Performance Share Units

Our 2011 Plan allows us to grant performance share units. We grant performance share units with a performance period ranging fromone tothree years. Vesting of units occurs at the end of the performance period or after a subsequent holding period, except in the case of termination of employment where the units are forfeited immediately. Upon retirement, a prorated number of units vest depending on the period worked from the grant date to retirement date or in certain cases all of the units vest. In the case of death or disability, the units immediately vest at the Target Award level if the death or disability date is during the performance period, or at the level determined by the performance criteria met during the performance period if the death or disability occurs during the subsequent holding period. The units are settled in shares of our common stock. A payout multiple may be applied to the units awarded based on the performance criteria determined by the People, Culture and Compensation Committee of the Board of Directors ("the Committee") at the time of grant. Final determination of the payout is at the discretion of the Committee.

In the event the performance criteria exceed the Target Award level, an additional number of shares, up to the Outstanding Award level, may be granted. In the event the performance criteria fall below the Target Award level, a reduced number of shares, as low as the Threshold Award level, may be granted. If the performance criteria fall below the Threshold Award level, no shares will be granted.

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

(a)

Awards are scheduled to vest after the Committee 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. The compensation expense is recognized over the performance and holding periods and is recorded in selling and administrative expenses. We recognized total compensation expense of $5.3, $6.1 and $7.2 in 2025, 2024 and 2023, respectively, related to the performance share units. The lower expense in 2025 and 2024 compared to 2023 resulted from lower estimated payout levels for all the grants.

Savings-Related Share Option Scheme

We also maintain the Savings Related Share Option Scheme for United Kingdom employees with at least two years of service. The employees are offered the opportunity to obtain an option for a specified number of shares of common stock at 85% of its market value on the day prior to the offer to participate in the plan. Options vest after three years, but may lapse earlier. Funds used to purchase the shares are accumulated through specified payroll deductions over a 36-month period. We recognized expense of $0.1, $0.4 and $0.2 in 2025, 2024 and 2023, respectively, for shares purchased under the plan.

(4)Acquisitions and Dispositions

Acquisitions

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, 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.

Part II

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.

Dispositions

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 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. In connection with the disposition, we recognized a one-time net loss on disposition of$0.4, consisting of a $3.3 gain in selling and administrative expenses and a $3.7 loss in interest and other expenses in the Conso lidated Statements of Operations in the year ended December 31, 2024. The franchise arrangement represents a significant component of the transaction. 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.

Part II

(5)Income Taxes

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

The provision for income taxes was as follows:

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

Part II

A tax reconciliation, between taxes computed at the United States federal statutory rate of 21% and the consolidated effective tax rate for 2025 is as follows:

Part II

(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.

(c)

Non-deductible portion of the goodwill impairment charges recorded in Switzerland and the United Kingdom in 2025.

(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% and the consolidated effective tax rate for 2024 and 2023 is as follows:

(a)

The French business tax is allowed as a deduction for French income tax purposes. The gross amount of the French business tax was$11.7, and $16.4 for 2024 and 2023 respectively. 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)

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

Part II

The tax loss carryforward category includes capital loss carryforwards of$25.6 and $27.4 for 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.

We have not provided deferred taxes on $372.0 of accumulated unremitted earnings of non-United States subsidiaries that are considered indefinitely reinvested. We have not estimated the deferred tax liability on these earnings as such estimation is not practicable to determine or immaterial to the financial statements. As of December 31, 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, 2025 and 2024, we have recorded a deferred tax liability of$28.2 and $25.9, 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 $1,303.1 and $178.4, respectively, as of December 31, 2025. The net operating loss carryforwards expire as follows:

We have recorded a deferred tax asset of $238.9 as of December 31, 2025 for the benefit of these net operating losses. Realization of this asset is dependent on generating sufficient taxable income prior to the expiration of the loss carryforwards. A related valuation allowance of $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 $41.4,$36.1 and $32.8 in 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 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 primarily 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:

Part II

We conduct business globally in various countries and territories. We are routinely audited by the tax authorities of the various tax jurisdictions in which we operate. Generally, the tax years that could be subject to examination are 2018 through 2025 for our major operations in France, Italy, the United Kingdom and the United States. 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:

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.

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(7)Goodwill

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

(a)

Balances related to United States were $1,005.8, $1,007.2 and $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. Balances related to Italy were $3.8, $3.5 and $4.0 as of January 1,2024, December 31, 2024 and December 31, 2025, respectively.

(c)

The majority of the Corporate balance as of January 1, 2024, December 31,2024 and 2025 relates to goodwill attributable to our acquisitions of Right Management ($62.1) and Jefferson Wells ($55.5). Jefferson Wells is part of the United States reporting unit. Right Management is allocated to the reporting units of the countries in which Right Management operates. For purposes of monitoring our total assets by segment, we do not allocate the Corporate balance to the respective reportable segments as this is commensurate with how we operate our business. We do, however, include these balances within the appropriate reporting units for our goodwill impairment testing.

(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.

(8)Debt

Information concerning short-term borrowings is as follows:

We maintain separate bank credit lines with financial institutions to meet working capital needs of our subsidiary operations. As of December 31, 2025, such uncommitted credit lines totaled $363.1, of which $325.0 was unused. Under our revolving credit agreement, total subsidiary borrowings cannot exceed $300.0 in the first, second and fourth quarters, and $600.0 in the third quarter of each year. Due to these limitations, additional borrowings of $261.9 could have been made under these lines as of December 31,2025.

A summary of long-term debt is as follows:

Part II

Euro Notes

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 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. Interest on the Notes is payable in arrears on June 30 of each year. The Notes are unsecured senior obligations and rank equally with all of the Company’s existing and future senior unsecured debt and other liabilities.

On June 22, 2018, we offered and sold €500.0 aggregate principal amount of the Company’s 1.750% notes due June 2026 (the “2018 €500.0 notes”). The net proceeds from the 2018 €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 2018 €500.0 notes were issued at a price of 99.564% to yield an effective interest rate of 1.809%. 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 Note 12 to the Consolidated Financial Statements for further information.)

Revolving Credit Agreement

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

We hadno 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.

Under the Credit Agreement, a credit ratings-based pricing grid determines the facility fee and the credit spread that we add to the applicable interbank borrowing rate on all borrowings. At our current credit rating, the annual facility fee is 12.5 basis points paid on the entire facility and the credit spread is 112.5 basis points on any borrowings.

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, limitation on dividends and share repurchases if our leverage ratio (Net Debt-to-EBITDA) exceeds 3.0 to 1. 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.

The maturities of long-term debt payable within each of the four years subsequent to December 31, 2026 are as follows:2027- $468.3, 2028 - $0.0, 2029 - $0.0, 2030 - $583.8.

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(9)Retirement and Deferred Compensation Plans

For all of our United States defined benefit and retiree health care plans, we adopted the Society of Actuaries’ Pri-2012 Mortality Table with MP-2021 Mortality Improvement Scale in determining the plans’ benefit obligations as of December 31, 2025.

Defined Benefit Pension Plans

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 $2.0, $3.8 and $5.8 in 2025, 2024 and 2023, 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:

Part II

The curtailments in 2024 primarily resulted from the wind down of Proservia Germany. For both 2025 and 2024, the settlements and transfers mostly represent transfers in and out of temporary associates within our Switzerland plan. The actuarial gain and loss are mainly related to changes in discount rates.

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 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:

The accumulated benefit obligation (ABO) for all qualified defined benefit pension plans was $717.9 and $663.7 as of December 31,2025 and 2024, respectively. The ABO for plans that have plan assets was $634.3 and $584.4 as of December 31,2025 and 2024, respectively. The accumulated benefit obligation for some of our plans exceeded the fair value of plan assets as follows:

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 was $742.1 and $687.8 as of December 31,2025 and 2024, respectively. The PBO for some of our plans exceeded the fair value of plan assets as follows:

By their nature, some of our plans do not have plan assets. The accumulated benefit obligation for these plans was$83.6 and$79.3 as of December 31,2025 and 2024, respectively.

Part II

The components of the net periodic benefit cost and other amounts recognized in other comprehensive income/loss for all plans 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, respectively.

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

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

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

Our overall expected long-term rate of return used in the measurement of the 2025 net periodic benefit cost on non-United States plans varied by country and ranged from 2.5% to 5.9%. For a majority of our plans, a building block approach has been employed to establish this return. Historical markets are studied and long-term historical relationships between equity securities and fixed income instruments are preserved, consistent with the widely accepted capital market principle that assets with higher volatility generate a greater return over time. Current market factors such as inflation and interest rates are evaluated before long-term capital market assumptions are determined. The long-term portfolio return is established with proper consideration of diversification and rebalancing. We also use guaranteed insurance contracts forfive of our foreign plans. Peer data and historical returns are reviewed to check for reasonableness and appropriateness of our expected rate of return. None of our United States plans has plan assets.

Projected salary levels utilized in the determination of the projected benefit obligation for the pension plans are based upon historical experience and the future expectations for each respective country.

Part II

Our plans’ investment policies are to optimize the long-term return on plan assets at an acceptable level of risk and to maintain careful control of the risk level within each asset class. Our long-term objective is to minimize plan expenses and contributions by outperforming plan liabilities. We have historically used a balanced portfolio strategy based primarily on a target allocation of equity securities and fixed-income instruments, which vary by location. These target allocations, which are similar to the 2025 allocations, are determined based on the favorable risk tolerance characteristics of the plan and, at times, may be adjusted within a specified range to advance our overall objective.

The fair values of our Level 1 and Level 2 pension plan assets are primarily determined by using market quotes and other relevant information that is generated by market transactions involving identical or comparable assets. Insurance contracts and annuity contracts are measured at the present value of expected future benefit payments primarily using associated interest curves. Hedge funds consist of a number of diversified funds including those investing in international securities, equity and private partnership interests valued using market available data and various models and assumptions.

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

Part II

The following table summarizes the changes in fair value of the pension assets that are measured using Level 3 inputs. We determined that transfers between fair-value-measurement levels occurred on the date of the event that caused the transfer.

Retiree Health Care Plan

We provide medical and dental benefits to certain eligible retired employees in the United States. Due to the nature of the plan, there are no plan assets. The reconciliation of the changes in the plan’s benefit obligation and the statement of the funded status of the plan were as follows:

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 credit and other amounts recognized in other comprehensive income/loss for this plan were as follows:

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

Part II

Future Contributions and Payments

During 2026, we plan to contribute approximately $17.0 to our pension plans and to fund our retiree health care payments as incurred. Projected benefit payments from the plans as of December 31, 2025 were estimated as follows:

Defined Contribution Plans and Deferred Compensation Plans

We have defined contribution plans covering substantially all permanent United States employees and various other employees throughout the world. With our company-sponsored plans, employees may elect to contribute a portion of their salary to the plans and we match a portion of their contributions up to a maximum percentage of the employee’s salary. In addition, profit sharing contributions are made if a targeted earnings level is reached at management’s discretion. The total expense for our match and any profit sharing contributionswas $16.1, $17.8 and $19.2 for the years ended December 31,2025, 2024 and 2023, respectively. In certain countries with statutory defined contribution plans, we pay a percentage of the employees' salary in pension premiums. The total expense for the statutory defined contribution plans was $21.2, $24.4 and $29.5 for the years ended December 31,2025, 2024 and 2023, respectively.

We also have deferred compensation plans in the United States. These plans had an asset and liability of $188.6 and $165.4 as of December 31,2025 and 2024, respectively. We recognized investment gainsof $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 AOCL, net of tax, were as follows:

(11)Interest and Other Expenses, Net

Interest and other expenses, net consisted of the following:

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(12)Derivative Financial Instruments

We are exposed to various market risks relating to our ongoing business operations. The primary market risks, which are managed using derivative instruments, are foreign currency exchange rate risk and interest rate risk. In certain circumstances, we enter into cross-currency swaps and foreign currency forward exchange contracts (“forward contracts”) to reduce the effects of fluctuating foreign currency exchange rates on our cash flows denominated in foreign currencies. Our exposure to market risk for changes in interest rates relates primarily to our long-term debt obligations. We have historically managed interest rate risk through the use of a combination of fixed and variable rate borrowings.

Net Investment Hedges

We use cross-currency swaps, forward contracts and a portion of our foreign currency denominated debt, a non-derivative financial instrument, to protect the value of our net investments in certain of our foreign subsidiaries. For derivative instruments that are designated and qualify as hedges of our net investments in foreign operations, the changes in fair values of the derivative instruments are recognized in foreign currency translation adjustments, a component of 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) notes due June 2026 were designated as a hedge of our net investment in our foreign subsidiaries with a Euro-functional currency as of December 31, 2025. 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:

Cash Flow Hedges

We use forward currency exchange contracts to hedge the changes in cash flows of certain operational expenses denominated in foreign currency due to changes in foreign currency exchange rates. The changes in fair value of the forward currency exchange contracts derivatives are recorded in AOCL and reclassified into earnings when the underlying operating expense is recognized in earnings.

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.

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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:

We expect the net amount of pre-tax derivative gains and losses included in AOCL on December 31, 2025 to be reclassified into earnings over the next 12 months will not be significant. The actual amount that will be reclassified to earnings will vary due to future currency exchange rates.

Fair Value Hedges

We account for derivatives as fair value hedges when the hedged item is a recognized asset, liability, or firm commitment. We use cross currency swaps to hedge the changes in cash flows of certain of our foreign currency denominated intercompany notes due to changes in foreign currency exchange rates. We record the change in carrying value of the foreign currency denominated notes due to changes in exchange rates into earnings each period. 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 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 Statements of Operations for the year ended December 31,2025 and 2024:

Non-Designated Instruments

We also use certain derivatives, which are not designated as hedging instruments, as economic hedges of foreign currency and interest rate exposure. For our forward contracts that are not designated as hedges, any gain or loss resulting from the change in fair value is recognized in current period earnings. These gains or losses are offset by the exposure related to receivables and payables with our foreign subsidiaries and to interest due on our Euro-denominated notes, which is paid annually in June. The effect of our forward contracts that are not designated as hedging instruments on the consolidated statements of operations for the year ended December 31,2025 was as follows:

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Derivative and Non-Derivative Assets and Liabilities

The following tables present the fair value of derivative and non-derivative assets and liabilities on the Consolidated Balance Sheets as of December 31,2025, and 2024:

The fair value measurements of these items recorded in our Consolidated Balance Sheets for the years ended December 31, 2025 and 2024 are disclosed in Note 1 to the Consolidated Financial Statements.

(13)Leases

The components of lease expense were as follows:

Other information related to leases was as follows:

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

(14)Segment Data

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"). OUP serves as the measure of profitability for monitoring actual results against budgeted expectations as well as investment and resource allocation among our segments. In addition, the CODM utilizes OUP in conducting competitive analysis, benchmarking our performance against that of our competitors and determining compensation.

We are organized and managed primarily on a geographic basis. 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. Given this reporting structure, we operate using the following reporting segments: Americas, which includes United States and Other Americas; Southern Europe, which includes France, Italy and Other Southern Europe; Northern Europe; and APME.

The segments derive a majority of their revenues from our staffing and interim services. The remaining revenues within these segments are derived from our outcome-based solutions and consulting services, permanent recruitment services, outplacement services, talent management services and other services. Segment revenues represent sales to external clients. We provide services to a wide variety of clients, none of which individually comprise a significant portion of revenues for us as a whole. Due to the nature of our business, we generally do not have export sales.

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

(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)

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)

(a)

(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)

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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$10.7 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)

(a)

(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'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)

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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 $11.9 for 2023.

(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)

(a)

(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'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)

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(15)Commitments and Contingencies

Guarantees

We have entered into certain guarantee contracts and stand-by letters of credit that total $626.1 as of December 31,2025 ($582.3 for guarantees and $43.8 for stand-by letters of credit). The guarantees primarily relate to staffing license requirements, operating leases and indebtedness. The stand-by letters of credit mainly relate to workers’ compensation in the United States. If certain conditions were met under these arrangements, we would be required to satisfy our obligation in cash. Due to the nature of these arrangements and our historical experience, we do not expect to make any significant payments under these arrangements.

Litigation

In the normal course of business, the Company is named as a defendant in various legal proceedings in which claims are asserted against the Company. We record accruals for loss contingencies based on the circumstances of each claim, when it is probable that a loss has been incurred as of the balance sheet date and can be reasonably estimated. Although the outcome of litigation cannot be predicted with certainty, we believe the ultimate resolution of these legal proceedings will not have a material effect on our business or financial condition.

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