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2013 Annual Report
Accelerating Success
Is Humanly Possible

Table of contents

  • Page 1
    2013 Annual Report Accelerating Success Is Humanly Possible

  • Page 2

  • Page 3
    ...years of experience delivering innovative workforce solutions has given us a deep understanding of human potential and an unrivaled insight into world of work trends. In an era of certain uncertainty, we leverage this expertise to make accelerating success humanly possible. More than offices across...

  • Page 4
    Finding the Right Talent Is Humanly Possible

  • Page 5
    ... competitive marketplace, business success begins with access to the right talent. ManpowerGroup's innovative solutions and expertise in sourcing and assessing identifies the talent required to meet the challenges of our clients around the globe every day. More than associates on assignment daily.

  • Page 6
    Unleashing Potential Is Humanly Possible

  • Page 7
    An organization's success relies upon a workforce with the skills and capabilities needed to achieve business objectives. Our unique insights into evolving employer needs and our expertise in training and development allow us to prepare candidates and associates to thrive in today's competitive ...

  • Page 8
    Increasing Workforce Productivity Is Humanly Possible

  • Page 9
    ... performance. ManpowerGroup leverages our workforce management expertise and our unparalleled insights into global employment trends and the dynamics of local talent markets to create strategies that deliver results. We improve workforce quality, productivity and efficiency so that our clients...

  • Page 10
    ...-in-class Recruitment Process Outsourcing, Managed Service Provider, Strategic Workforce Consulting, Borderless Talent Solutions, Talent Based Outsourcing and Language Services. Facing increasingly complex workforce challenges, our clients rely upon our innovative workforce models and outsourcing...

  • Page 11
    ..., assessing, developing and managing talent across the entire workforce is unrivaled in the market. Combining the capabilities of our industry-leading brands and offerings, we are uniquely positioned to deliver the innovative solutions that our clients rely upon to win in the changing world of work.

  • Page 12

  • Page 13
    ... having a direct impact on labor markets. Clearly, tomorrow looks nothing like yesterday, and accessing talent has never been more complex. ManpowerGroup understands this better than anyone, and we used that to our advantage in 2013. Letter to Investors ManpowerGroup 2013 Annual Report 11

  • Page 14
    ... team strategically consolidated branches, reduced costs by $9 million annually and increased website traffic to 2.6 million visits per year. Clearly, Manpower Netherlands is setting the standard for the ongoing evolution of how we connect companies and talent. 12 ManpowerGroup 2013 Annual Report...

  • Page 15
    ... it's adopted more broadly in 2014. It will also likely increase demand for services like talent mapping, where we use our extensive knowledge of local markets and data to help clients more efficiently find, recruit, train and sustain talent. Letter to Investors ManpowerGroup 2013 Annual Report 13

  • Page 16
    ... our clients' trust in our ability to handle a highly complex service with great care. We've also worked hard to improve our recruiting expertise in vertical markets such as oil and gas and healthcare. ManpowerGroup Solutions gained solid traction in Recruitment Process Outsourcing (RPO) and Managed...

  • Page 17
    ...'re also witnessing increasing client expectations to provide access to the best data, as well as advanced analytics and insights to give them a competitive advantage. Clearly, this will be another area of potential growth in the near future. Letter to Investors ManpowerGroup 2013 Annual Report 15

  • Page 18
    ... of expertise. That doesn't mean it will come easy. We must continue to execute superbly while increasing the depth of our offerings, especially in our higher-margin areas, like ManpowerGroup Solutions, including RPO and MSP. We have to do better with Experis; with the strategic investments...

  • Page 19
    ... of the Chief Operating Officer role and a new leader for the Asia Pacific and Middle East region, will only accelerate our success in the future. We don't make change for sport, only when it has a direct correlation to better results. Letter to Investors ManpowerGroup 2013 Annual Report 17

  • Page 20
    ...most of all, support for viewing the business for the long term. I am convinced this has created much more sustainability for ManpowerGroup, from the board room to our branch offices. It has been a thrill and a privilege to lead this organization and to be the CEO of such a storied company with such...

  • Page 21
    ... colleagues, we will continue to leverage our strong foundation to advance our recruitment and talent management solutions to drive business performance. JONAS PRISING President* ManpowerGroup *Chief Executive Officer, effective May 1, 2014 Letter to Investors ManpowerGroup 2013 Annual Report 19

  • Page 22
    ... our values and conduct our business with integrity. We are committed to ethical practices, responsible corporate governance and good citizenship. OUR PROGRAMS We support local initiatives across the globe. We invest time and resources to build the skills and work-readiness of individuals, ensure...

  • Page 23
    ... disadvantaged Indigenous Australians transferable life and work skills. Thanks to ManpowerGroup training and support of this and other development programs, recruitment of Indigenous Australians into the Australian Defence Force increased by 28%. Sustainability ManpowerGroup 2013 Annual Report 21

  • Page 24
    ... Europe APME Right Management 139.7 70.8 20.4 STOCK INFORMATION SHARES OUTSTANDING 2013 SHARE PRICE HIGH AND LOW FISCAL YEAR END DATE NUMBER OF SHARES ISSUED 79,355,988 (as of Dec 31, 2013) $86.66/$43.49 December 31 112,014,673 (as of Dec 31, 2013) AVG. DAILY VOLUME STOCK EXCHANGE...

  • Page 25
    ... franchise offices, which were $746.7 million, $968.0 million, $1,075.2 million, $1,051.8 million and $1,069.1 million for 2009, 2010, 2011, 2012 and 2013, respectively. In the United States, where the majority of our franchises operate, revenues from services includes fees received from the related...

  • Page 26
    ... 54 Consolidated Statements of Cash Flows 55 Consolidated Statements of Shareholders' Equity 56 Notes to Consolidated Financial Statements 85 Selected Financial Data 85 Performance Graph 86 Principal Operating Units 87 Corporate Information 24 ManpowerGroup 2013 Annual Report Table of Contents

  • Page 27
    ... best-in-class Talent Based Outsourcing (TBO), TAPFIN - Managed Service Provider (MSP), Recruitment Process Outsourcing (RPO), Borderless Talent Solutions (BTS), Strategic Workforce Consulting (SWC) and Language Services. Management's Discussion & Analysis ManpowerGroup 2013 Annual Report 25

  • Page 28
    ...laborers, temporary to permanent, parents returning to work, seniors wanting to supplement pensions, previously unemployed youth and disabled individuals all turn to the ManpowerGroup companies for employment possibilities. Similarly, governments in the nations in which we operate look to us to help...

  • Page 29
    ...our permanent recruitment business. Our staffing/interim gross profit margin improvement in 2013 was largely due to payroll tax credits related to the Credit d'Impôt pour la Compétitivité et l'Emploi ("CICE") in France, with additional improvement from strong price discipline in the United States...

  • Page 30
    ...of temporary employment, and to a decline in our TBO revenues due to the loss of a Japanese client; and • decreased demand for talent management services at Right Management, where these revenues decreased 7.1% (-6.6% in constant currency); partially offset by 28 ManpowerGroup 2013 Annual Report...

  • Page 31
    ...-overyear decline in our permanent recruitment business. Our staffing/interim margins improved slightly in 2013 as the increases in the United States and Southern Europe, due to the benefit of the CICE payroll tax credit, were offset by lower gross profit margins in many European and APME markets...

  • Page 32
    ... primarily related to pricing pressures in some of our European markets and within the Experis business line in the United States; partially offset by • a 10 basis point (0.10%) favorable impact from strong growth and improved margins in Right Management's highermargin outplacement services; and...

  • Page 33
    ...million shares in 2012. SEGMENT RESULTS We evaluate performance based on operating unit profit ("OUP"), which is equal to segment revenues less direct costs and branch and national headquarters operating costs. This profit measure does not include goodwill and intangible asset impairment charges or...

  • Page 34
    ... margin increased in 2013 compared to 2012 due to the favorable impact of improved staffing/interim gross profit margin resulting from stronger pricing discipline in the United States, as well as continued growth in our ManpowerGroup Solutions and permanent recruitment businesses. In 2012, gross...

  • Page 35
    ... recorded in France in 2013, the decrease in our permanent recruitment business, and pricing pressures in the small/medium-sized business in France and in Italy that unfavorably impacted staffing/interim gross margins. In 2012, gross profit margin remained flat compared to 2011 as the improvement...

  • Page 36
    ....8 212.6 Gross profit margin decreased in 2013 due to the decline in our staffing/interim margins as we experienced lower bench utilization in our Manpower business line in Sweden and new collective labor agreements and higher holiday pay costs in Germany, encountered general pricing pressures in...

  • Page 37
    ...in the combined Experis and ManpowerGroup Solutions business lines, compared to 2011. In Australia, revenues were down 6.0% in constant currency for 2012 compared to 2011 due to the decreased demand resulting from their economic slowdown. Gross profit margin decreased in 2013 compared to 2012 due to...

  • Page 38
    ....1) 29.5 48.1 14.8 2.3 37.4 (13.7) (13.3) 59.6 23.8% Southern Europe: France Italy Other Southern Europe 198.9 53.8 11.9 264.6 Northern Europe APME Right Management Operating Profit - ManpowerGroup $ 139.7 70.8 20.4 511.9 36 ManpowerGroup 2013 Annual Report Management's Discussion & Analysis

  • Page 39
    ... funds that are not permanently invested. Related to these non-United States earnings that may be remitted, we recorded a deferred tax liability of $16.7 million and $15.7 million as of December 31, 2013 and 2012, respectively. Management's Discussion & Analysis ManpowerGroup 2013 Annual Report 37

  • Page 40
    ... to office openings and refurbishments, as well as capitalized software costs of $0.5 million, $3.3 million and $0.4 million in 2013, 2012 and 2011, respectively. From time to time, we acquire and invest in companies throughout the world, including franchises. The total cash consideration paid for...

  • Page 41
    ...in part, at our option at any time for a redemption price determined in accordance with the term of the â,¬350.0 million Notes. The notes also contain certain customary non-financial restrictive covenants and events of default. Management's Discussion & Analysis ManpowerGroup 2013 Annual Report 39

  • Page 42
    .... The rating agencies use a proprietary methodology in determining their ratings and outlook which includes, among other things, financial ratios based upon debt levels and earnings performance. Both of the current credit ratings are investment grade. 40 ManpowerGroup 2013 Annual Report Management...

  • Page 43
    ... on plan assets of 6.0% for the United States plans and 4.5% for the non-United States plans in determining the estimated pension expense for 2014. The comparable rates used for the calculation of the 2013 pension expense were Management's Discussion & Analysis ManpowerGroup 2013 Annual Report 41

  • Page 44
    ...improve the competitiveness and reduce employment costs by offering payroll tax credits to most French and foreign enterprises subject to corporate tax in France. This law, Credit d'Impôt pour la Compétitivité et l'Emploi ("CICE"), provides credits based on a percentage of wages paid to employees...

  • Page 45
    ...discount on the sale of this receivable was recorded as a reduction of the payroll tax credits in cost of services. We received the cash from the sale in December, which improved our operating cash flows in the fourth quarter of 2013. In France, during the second quarter of 2013, a number of clients...

  • Page 46
    ... our historical revenue growth rates and operating unit profit margins, our assessment of future market potential, and our expectations of future business performance, including the effects of the simplification and cost recalibration plan. The table below provides a sample of our reporting units...

  • Page 47
    ...of license fees and interest expense on intercompany loans, working capital loans made between the United States and our foreign subsidiaries, dividends from our foreign subsidiaries, and payments between certain countries and territories for services provided. To reduce the currency risk related to...

  • Page 48
    ... risk for changes in interest rates relates primarily to our variable rate long-term debt obligations. We have historically managed interest rates through the use of a combination of fixed- and variable-rate borrowings and interest rate swap agreements. As of December 31, 2013, we had the following...

  • Page 49
    ...the Temporary Staffing Industry (representing two major temporary worker employers' associations) entered into a new Collective Labor Agreement effective November 2013. The agreement required higher wages to temporary employees and higher cost for vacation, sick pay and temporary staff time accounts...

  • Page 50
    ... expressions. We caution that any forward-looking statement reflects only our belief at the time the statement is made. We undertake no obligation to update any forward-looking statements to reflect subsequent events or circumstances. 48 ManpowerGroup 2013 Annual Report Management's Discussion...

  • Page 51
    ... of December 31, 2013, which is included herein. Based on our evaluation we have concluded that our internal control over financial reporting was effective as of December 31, 2013. February 21, 2014 Management Report on Internal Control Over Financial Reporting ManpowerGroup 2013 Annual Report 49

  • Page 52
    ... of the Treadway Commission and our report dated February 21, 2014 expressed an unqualified opinion on the Company's internal control over financial reporting. Milwaukee, Wisconsin February 21, 2014 50 ManpowerGroup 2013 Annual Report Report of Independent Registered Public Accounting Firm

  • Page 53
    ... A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel...

  • Page 54
    ... in millions, except per share data Year Ended December 31 2013 2012 2011 Revenues from services Cost of services Gross profit Selling and administrative expenses Operating profit Interest and other expenses Earnings before income taxes Provision for income taxes Net earnings Net earnings per...

  • Page 55
    ...share and per share data December 31 2013 2012 ASSETS Current Assets Cash and cash equivalents Accounts receivable, less allowance for doubtful accounts of $118.6 and $118.0, respectively Prepaid expenses and other assets Future income tax benefits... Sheets ManpowerGroup 2013 Annual Report 53

  • Page 56
    ...2013 2012 2011 Cash Flows from Operating Activities Net earnings Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization Deferred income taxes Provision for doubtful accounts Share-based compensation Excess tax benefit on exercise of share...

  • Page 57
    ... ($0.80 per share) Repurchases of common stock Other Balance, December 31, 2011 Net earnings Other comprehensive loss Issuances under equity plans, including tax benefits Share-based compensation expense Dividends ($0.86 per share) Repurchases of common stock Balance, December 31, 2012 Net earnings...

  • Page 58
    ... based on revenues, are located in the United States, France, 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...

  • Page 59
    ..., Italy incurred $0.7 for severance costs and paid $0.2, leaving a $0.9 liability as of December 31, 2012. In 2013, Italy recorded severance costs of $3.4 and paid out $3.4, leaving a $0.9 liability as of December 31, 2013. Notes to Consolidated Financial Statements ManpowerGroup 2013 Annual Report...

  • Page 60
    ... $- We determine the fair value of our deferred compensation plan assets, comprised of publicly traded securities, by using market quotes as of the last day of the period. The fair value of the foreign currency forward contracts is measured at the value from either directly or indirectly observable...

  • Page 61
    ... generally provide greater insight into the reporting unit's fair value. Significant assumptions used in our goodwill impairment tests during 2013, 2012 and 2011 included: expected revenue growth rates, operating unit profit margins, working capital levels, discount rates ranging from 11.7% to 16...

  • Page 62
    ... 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 - 2 to 16 years; leasehold improvements - lesser of life of asset or expected lease term...

  • Page 63
    ... of wages paid to employees receiving less than two-and-a-half times the French minimum wage. The payroll tax credit is equal to 4% of eligible wages in 2013 and increases to 6% of eligible wages starting in 2014. The CICE payroll tax credit is accounted for as a reduction of our cost of services in...

  • Page 64
    ... and â,¬5.0 ($6.8) as of April 16, 2012, December 31, 2012 and December 31, 2013, respectively. In 2011, we acquired the shares and voting rights of Proservia SA ("Proservia"), a provider of information technology and systems engineering solutions in France. The purchase price was â,¬14.89 ($19.93...

  • Page 65
    ... to the accounting guidance on share-based payments. During 2013, 2012 and 2011, we recognized approximately $31.5, $30.0 and $31.4, respectively, in share-based compensation expense related to stock options, deferred stock, restricted stock and performance share units, all of which is recorded in...

  • Page 66
    ... of approximately 1.3 years. We estimated the fair value of each stock option on the date of grant using the Black-Scholes option pricing model and the following assumptions: Year Ended December 31 2013 2012 2011 Average risk-free interest rate Expected dividend yield Expected volatility Expected...

  • Page 67
    .... As of December 31, 2013, there was approximately $10.8 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. PERFORMANCE SHARE UNITS Our 2003 Plan and our 2011 Plan allow us to grant...

  • Page 68
    ... stock through payroll deductions. These shares may be purchased at their fair market value on a monthly basis. The current plan is non-compensatory according to the accounting guidance on share-based payments. We also maintain the Savings Related Share Option Scheme for United Kingdom employees...

  • Page 69
    ... 31, 2013, 2012 and 2011, respectively, as the exercise prices for these awards were greater than the average market price of the common shares during the period. The number, exercise prices and weighted-average remaining life of these antidilutive awards were as follows: 2013 2012 2011 Shares (in...

  • Page 70
    ... STATEMENTS in millions, except share and per share data Included in non-United States tax rate difference is a $5.9 benefit related to the French CICE payroll tax credit because the CICE credit is tax-free for French tax purposes. The tax benefit related to the CICE credit in excess of the...

  • Page 71
    ... that could be subject to examination are 2009 through 2012 for our major operations in Germany, Italy, France, Japan, United States and United Kingdom. As of December 31, 2013, we are subject to tax audits in France, Germany, Denmark, Austria, Italy, Norway and Spain. We believe that the resolution...

  • Page 72
    ... share data Goodwill balances by reporting unit were as follows: December 31 2013 2012 United States France United Kingdom Netherlands Right Management Other reporting units Total goodwill $ 504.0 87.3 84.6 84.1 62.1 268.8 $1,090.9 $ 504.0 83.8 54.0 80.7 62.1 256.7 $1,041.3 07. Debt Information...

  • Page 73
    ... $600.0 revolving credit facility or a new borrowing. The credit terms, including interest rate and facility fees, of any replacement borrowings will be dependent upon the condition of the credit markets at that time. We currently do not anticipate any problems accessing the credit markets should we...

  • Page 74
    ... States Plans Year Ended December 31 2013 2012 Non-United States Plans 2013 2012 Change in Plan Assets Fair value of plan assets, beginning of year Actual return on plan assets Plan participant contributions Company contributions Benefits paid Currency exchange rate changes Fair value of plan...

  • Page 75
    ...4.2% 3.6% The weighted-average assumptions used in the measurement of the net periodic benefit cost were as follows: United States Plans Year Ended December 31 2013 2012 2011 2013 Non-United States Plans 2012 2011 Discount rate Expected long-term return on plan assets Rate of compensation increase...

  • Page 76
    ... guaranteed insurance contracts for four of our foreign plans. Peer data and historical returns are reviewed to check for reasonableness and appropriateness of our expected rate of return. Projected salary levels utilized in the determination of the projected benefit obligation for the pension plans...

  • Page 77
    ... value of the insurance contract, which is measured using Level 3 inputs. These contracts were purchased upon amendment of our Dutch pension plan effective as of January 1, 2013. We determine that transfers between fair-value-measurement levels occur on the date of the event that caused the transfer...

  • Page 78
    ...from the plans as of December 31, 2013 were estimated as follows: Year Pension Plans Retiree Health Care Plan 2014 2015 2016 2017 2018 2019 - 2023 Total projected benefit payments $ 11.6 12.2 12.6 13.9 14.2 83.5 $148.0 $ 1.9 1.6 1.6 1.5 1.5 6.5 $14.6 76 ManpowerGroup 2013 Annual Report Notes to...

  • Page 79
    ...We lease property and equipment primarily under operating leases. Renewal options exist for substantially all leases. Future minimum payments, by year and in the aggregate, under noncancelable operating leases with any remaining terms consist of the following as of December 31, 2013: Year 2014 2015...

  • Page 80
    ... costs of employing our temporary associates, and factor in the benefit provided by these payroll tax subsidies. The French Supreme Court has been asked to confirm that, as a matter of law, the benefit of the payroll tax subsidies belongs to the direct employer, with a ruling expected during 2014...

  • Page 81
    ...MSP), Recruitment Process Outsourcing (RPO), Borderless Talent Solutions (BTS), Strategic Workforce Consulting (SWC) and Language Services. The Right Management segment revenues are derived from career management and workforce consulting services. Segment revenues represent sales to external clients...

  • Page 82
    ...franchise operations, which were $15.2, $14.6 and $13.6 for 2013, 2012 and 2011, respectively. (c) Intangible asset amortization related to acquisitions is excluded from operating costs within the reportable segments and corporate expenses, and shown separately. 80 ManpowerGroup 2013 Annual Report...

  • Page 83
    ... Right Management 6.9 - - $ 7.2 $ 2.5 $ 3.9 (a) Intangible asset amortization related to acquisitions is excluded from operating costs within the reportable segments and corporate expenses, and shown separately. Notes to Consolidated Financial Statements ManpowerGroup 2013 Annual Report 81

  • Page 84
    ...Southern Europe 0.4 - - 0.4 Northern Europe APME Right Management 136.5 0.3 - $ 140.2 $ 85.3 $ 75.9 (a) Corporate assets include assets that were not used in the operations of any segment, the most significant of which were purchased intangibles and cash. 82 ManpowerGroup 2013 Annual Report...

  • Page 85
    ... by geographical region was as follows: Long-Lived Assets 2013 2012 2011 United States France Italy United Kingdom Total Foreign $ 30.6 57.8 6.5 7.4 140.0 $ 39.7 61.0 7.1 11.0 155.7 $ 41.1 48.1 8.1 12.9 147.8 Notes to Consolidated Financial Statements ManpowerGroup 2013 Annual Report 83

  • Page 86
    .... Quarterly Data (Unaudited) First Quarter Second Quarter Third Quarter Fourth Quarter Total Year Ended December 31, 2013 Revenues from services Gross profit Operating profit (a) Net earnings Net earnings per share - basic Net earnings per share - diluted (b) Dividends per share Market price: High...

  • Page 87
    ... as exhibits to its Annual Report on Form 10-K. In 2013, Jeffrey A. Joerres, ManpowerGroup's Chief Executive Officer, submitted a certification to the New York Stock Exchange in accordance with Section 303A.12 of the NYSE Listed Company Manual stating that, as of the date of the certification, he...

  • Page 88
    ... years of world of work expertise to create the work models, design the people practices and access the talent sources its clients need for the future. From staffing, recruitment, workforce consulting, outsourcing and career management to assessment, training and development, ManpowerGroup delivers...

  • Page 89
    ... Group GINA R. BOSWELL1*,3 ManpowerGroup President until April 30, 2014; Chief Executive Officer as of May 1, 2014 DARRYL GREEN Executive Vice President - Personal Care, North America Unilever CARI M. DOMINGUEZ 2 ManpowerGroup President until April 30, 2014; President and Chief Operating Officer...

  • Page 90
    ... 31, 2013 is available without charge after March 15, 2014 and can be obtained at www.manpowergroup.com in the section titled "Investor Relations" or by writing to: Richard Buchband ManpowerGroup 100 Manpower Place Milwaukee, WI 53212 USA 88 ManpowerGroup 2013 Annual Report Corporate Information

  • Page 91
    ... on Mitchell's legacy." Mitchell Fromstein, former Manpower* President and CEO, led the company for 23 years, expanding its geographic reach and broadening its world of work expertise. *Manpower changed its name to ManpowerGroup in 2011. Annual Report Design by Curran & Connors, Inc. / www.curran...

  • Page 92
    www.manpowergroup.com ManpowerGroup 100 Manpower Place Milwaukee, Wisconsin 53212