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Wisconsin
|
39-1672779
|
|
(State or other jurisdiction of incorporation)
|
(IRS Employer Identification No.)
|
|
100 Manpower Place
|
||
Milwaukee, Wisconsin
|
53212
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
x
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
Shares Outstanding
|
|||
Class
|
at July 31, 2013
|
||
Common Stock, $.01 par value
|
78,289,428
|
Page Number
|
|||||
PART I
|
FINANCIAL INFORMATION
|
||||
Item 1
|
Financial Statements (unaudited)
|
||||
Consolidated Balance Sheets
|
3-4
|
||||
Consolidated Statements of Operations
|
5
|
||||
Consolidated Statements of Comprehensive Income
|
5
|
||||
Consolidated Statements of Cash Flows
|
6
|
||||
Notes to Consolidated Financial Statements
|
7-14
|
||||
Item 2
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
15-26
|
|||
Item 3
|
Quantitative and Qualitative Disclosures About Market Risk
|
26
|
|||
Item 4
|
Controls and Procedures
|
27
|
|||
PART II
|
OTHER INFORMATION
|
||||
Item 2
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
28
|
|||
Item 5
|
Other Information
|
28
|
|||
Item 6
|
Exhibits
|
29
|
|||
SIGNATURES
|
30
|
||||
EXHIBIT INDEX
|
31
|
June 30,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
280.9
|
$
|
648.1
|
||||
Accounts receivable, less allowance for doubtful accounts of $115.6 and $118.0, respectively
|
4,172.0
|
4,179.0
|
||||||
Prepaid expenses and other assets
|
158.6
|
172.9
|
||||||
Future income tax benefits
|
76.2
|
60.6
|
||||||
Total current assets
|
4,687.7
|
5,060.6
|
||||||
OTHER ASSETS:
|
||||||||
Goodwill
|
1,043.3
|
1,041.3
|
||||||
Intangible assets, less accumulated amortization of $229.4 and $213.2, respectively
|
317.0
|
330.6
|
||||||
Other assets
|
451.0
|
395.3
|
||||||
Total other assets
|
1,811.3
|
1,767.2
|
||||||
PROPERTY AND EQUIPMENT:
|
||||||||
Land, buildings, leasehold improvements and equipment
|
694.3
|
704.1
|
||||||
Less: accumulated depreciation and amortization
|
520.0
|
519.3
|
||||||
Net property and equipment
|
174.3
|
184.8
|
||||||
Total assets
|
$
|
6,673.3
|
$
|
7,012.6
|
June 30,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
CURRENT LIABILITIES:
|
||||||||
Accounts payable
|
$
|
1,505.0
|
$
|
1,466.5
|
||||
Employee compensation payable
|
178.9
|
210.7
|
||||||
Accrued liabilities
|
473.8
|
533.8
|
||||||
Accrued payroll taxes and insurance
|
629.2
|
685.7
|
||||||
Value added taxes payable
|
455.6
|
472.5
|
||||||
Short-term borrowings and current maturities of long-term debt
|
78.6
|
308.0
|
||||||
Total current liabilities
|
3,321.1
|
3,677.2
|
||||||
OTHER LIABILITIES:
|
||||||||
Long-term debt
|
455.5
|
462.1
|
||||||
Other long-term liabilities
|
364.2
|
372.5
|
||||||
Total other liabilities
|
819.7
|
834.6
|
||||||
SHAREHOLDERS’ EQUITY:
|
||||||||
Preferred stock, $.01 par value, authorized 25,000,000 shares, none issued
|
–
|
–
|
||||||
Common stock, $.01 par value, authorized 125,000,000 shares, issued 110,097,843 and 109,543,492 shares, respectively
|
1.1
|
1.1
|
||||||
Capital in excess of par value
|
2,903.1
|
2,873.2
|
||||||
Retained earnings
|
1,158.1
|
1,101.5
|
||||||
Accumulated other comprehensive (loss) income
|
(22.9
|
)
|
34.4
|
|||||
Treasury stock at cost, 32,853,513 and 32,896,063 shares, respectively
|
(1,506.9
|
)
|
(1,509.4
|
)
|
||||
Total shareholders’ equity
|
2,532.5
|
2,500.8
|
||||||
Total liabilities and shareholders’ equity
|
$
|
6,673.3
|
$
|
7,012.6
|
3 Months Ended
|
6 Months Ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
2013
|
2012
|
2013
|
2012
|
|||||||||||||
Revenues from services
|
$
|
5,040.7
|
$
|
5,206.7
|
$
|
9,809.6
|
$
|
10,303.1
|
||||||||
Cost of services
|
4,204.3
|
4,345.0
|
8,183.1
|
8,594.0
|
||||||||||||
Gross profit
|
836.4
|
861.7
|
1,626.5
|
1,709.1
|
||||||||||||
Selling and administrative expenses
|
708.3
|
767.3
|
1,444.0
|
1,520.9
|
||||||||||||
Operating profit
|
128.1
|
94.4
|
182.5
|
188.2
|
||||||||||||
Interest and other expenses
|
10.3
|
11.3
|
21.8
|
23.1
|
||||||||||||
Earnings before income taxes
|
117.8
|
83.1
|
160.7
|
165.1
|
||||||||||||
Provision for income taxes
|
49.6
|
42.1
|
68.6
|
83.9
|
||||||||||||
Net earnings
|
$
|
68.2
|
$
|
41.0
|
$
|
92.1
|
$
|
81.2
|
||||||||
Net earnings per share – basic
|
$
|
0.88
|
$
|
0.51
|
$
|
1.19
|
$
|
1.01
|
||||||||
Net earnings per share – diluted
|
$
|
0.87
|
$
|
0.51
|
$
|
1.17
|
$
|
1.01
|
||||||||
Weighted average shares – basic
|
77.4
|
80.1
|
77.3
|
80.1
|
||||||||||||
Weighted average shares – diluted
|
78.6
|
80.4
|
78.6
|
80.8
|
3 Months Ended
|
6 Months Ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
2013
|
2012
|
2013
|
2012
|
|||||||||||||
Net earnings
|
$
|
68.2
|
$
|
41.0
|
$
|
92.1
|
$
|
81.2
|
||||||||
Other comprehensive (loss) income:
|
||||||||||||||||
Foreign currency translation adjustments
|
(8.6
|
)
|
(74.9
|
)
|
(39.6
|
)
|
(35.6
|
)
|
||||||||
Translation adjustments on net investment hedge, net of income taxes of $(3.6), $12.9, $3.8 and $5.8, respectively
|
(5.9
|
)
|
21.1
|
6.2
|
9.4
|
|||||||||||
Translation adjustments of long-term intercompany loans
|
(2.5
|
)
|
15.0
|
(26.1
|
)
|
24.3
|
||||||||||
Unrealized (loss) gain on investments, less income taxes of $(0.4), $(0.3), $0.0 and $0.5, respectively
|
(1.2
|
)
|
(0.5
|
)
|
–
|
1.7
|
||||||||||
Defined benefit pension plans and retiree health care plan, less income taxes of $1.0, $0.0, $1.0 and $0.1, respectively
|
2.2
|
(0.1
|
)
|
2.2
|
0.3
|
|||||||||||
Total other comprehensive (loss) income
|
(16.0
|
)
|
(39.4
|
)
|
(57.3
|
)
|
0.1
|
|||||||||
Comprehensive income
|
$
|
52.2
|
$
|
1.6
|
$
|
34.8
|
$
|
81.3
|
6 Months Ended
|
||||||||
June 30,
|
||||||||
2013
|
2012
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net earnings
|
$
|
92.1
|
$
|
81.2
|
||||
Adjustments to reconcile net earnings to net cash used in operating activities:
|
||||||||
Depreciation and amortization
|
48.0
|
49.2
|
||||||
Deferred income taxes
|
3.3
|
(3.7
|
)
|
|||||
Provision for doubtful accounts
|
13.5
|
10.0
|
||||||
Share-based compensation
|
14.8
|
14.9
|
||||||
Excess tax benefit on exercise of share-based awards
|
(0.5
|
)
|
–
|
|||||
Changes in operating assets and liabilities, excluding the impact of acquisitions:
|
||||||||
Accounts receivable
|
(119.0
|
)
|
(127.7
|
)
|
||||
Other assets
|
(61.1
|
)
|
(17.1
|
)
|
||||
Other liabilities
|
(62.7
|
)
|
(46.4
|
)
|
||||
Cash used in operating activities
|
(71.6
|
)
|
(39.6
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Capital expenditures
|
(25.1
|
)
|
(33.8
|
)
|
||||
Acquisitions of businesses, net of cash acquired
|
(16.9
|
)
|
(34.0
|
)
|
||||
Proceeds from the sale of property and equipment
|
1.7
|
0.9
|
||||||
Cash used in investing activities
|
(40.3
|
)
|
(66.9
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Net change in short-term borrowings
|
37.6
|
4.6
|
||||||
Proceeds from long-term debt
|
0.1
|
751.6
|
||||||
Repayments of long-term debt
|
(267.5
|
)
|
(700.6
|
)
|
||||
Proceeds from share-based awards
|
15.0
|
3.9
|
||||||
Other share-based award transactions
|
3.0
|
(4.8
|
)
|
|||||
Repurchases of common stock
|
–
|
(32.6
|
)
|
|||||
Dividends paid
|
(35.5
|
)
|
(34.3
|
)
|
||||
Cash used in financing activities
|
(247.3
|
)
|
(12.2
|
)
|
||||
Effect of exchange rate changes on cash
|
(8.0
|
)
|
(7.2
|
)
|
||||
Change in cash and cash equivalents
|
(367.2
|
)
|
(125.9
|
)
|
||||
Cash and cash equivalents, beginning of year
|
648.1
|
580.5
|
||||||
Cash and cash equivalents, end of period
|
$
|
280.9
|
$
|
454.6
|
||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
||||||||
Interest paid
|
$
|
38.0
|
$
|
35.1
|
||||
Income taxes paid, net
|
$
|
17.5
|
$
|
48.2
|
Americas
(1)
|
Southern Europe
(2)
|
Northern Europe
|
APME
|
Right
Management
|
Corporate
|
Total
|
||||||||||||||||||||||
Balance, January 1, 2013
|
$
|
4.5
|
$
|
4.7
|
$
|
15.6
|
$
|
-
|
$
|
6.6
|
$
|
10.0
|
$
|
41.4
|
||||||||||||||
Severance costs
|
8.4
|
2.9
|
15.4
|
1.5
|
3.5
|
4.2
|
35.9
|
|||||||||||||||||||||
Office closure costs
|
1.9
|
1.6
|
11.0
|
1.3
|
2.9
|
0.2
|
18.9
|
|||||||||||||||||||||
Costs paid or utilized
|
(8.0
|
)
|
(6.1
|
)
|
(17.1
|
)
|
(1.9
|
)
|
(3.7
|
)
|
(9.8
|
)
|
(46.6
|
)
|
||||||||||||||
Balance, June 30, 2013
|
$
|
6.8
|
$
|
3.1
|
$
|
24.9
|
$
|
0.9
|
$
|
9.3
|
$
|
4.6
|
$
|
49.6
|
3 Months Ended
|
6 Months Ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
2013
|
2012
|
2013
|
2012
|
|||||||||||||
Net earnings per share – basic:
|
||||||||||||||||
Net earnings available to common shareholders
|
$
|
68.2
|
$
|
41.0
|
$
|
92.1
|
$
|
81.2
|
||||||||
Weighted-average common shares outstanding
|
77.4
|
80.1
|
77.3
|
80.1
|
||||||||||||
$
|
0.88
|
$
|
0.51
|
$
|
1.19
|
$
|
1.01
|
|||||||||
Net earnings per share – diluted:
|
||||||||||||||||
Net earnings available to common shareholders
|
$
|
68.2
|
$
|
41.0
|
$
|
92.1
|
$
|
81.2
|
||||||||
Weighted-average common shares outstanding
|
77.4
|
80.1
|
77.3
|
80.1
|
||||||||||||
Effect of dilutive securities – stock options
|
0.6
|
0.2
|
0.6
|
0.3
|
||||||||||||
Effect of other share-based awards
|
0.6
|
0.1
|
0.7
|
0.4
|
||||||||||||
78.6
|
80.4
|
78.6
|
80.8
|
|||||||||||||
$
|
0.87
|
$
|
0.51
|
$
|
1.17
|
$
|
1.01
|
June 30, 2013
|
December 31, 2012
|
|||||||||||||||||||||||
Gross
|
Accumulated
Amortization
|
Net
|
Gross
|
Accumulated
Amortization
|
Net
|
|||||||||||||||||||
Goodwill
(1)
|
$
|
1,043.3
|
$
|
-
|
$
|
1,043.3
|
$
|
1,041.3
|
$
|
-
|
$
|
1,041.3
|
||||||||||||
Intangible assets:
|
||||||||||||||||||||||||
Finite-lived:
|
||||||||||||||||||||||||
Technology
|
$
|
19.6
|
$
|
19.6
|
$
|
-
|
$
|
19.6
|
$
|
19.6
|
$
|
-
|
||||||||||||
Franchise agreements
|
18.0
|
17.0
|
1.0
|
18.0
|
16.1
|
1.9
|
||||||||||||||||||
Customer relationships
|
341.4
|
179.9
|
161.5
|
339.0
|
165.1
|
173.9
|
||||||||||||||||||
Other
|
15.6
|
12.9
|
2.7
|
15.2
|
12.4
|
2.8
|
||||||||||||||||||
394.6
|
229.4
|
165.2
|
391.8
|
213.2
|
178.6
|
|||||||||||||||||||
Indefinite-lived:
|
||||||||||||||||||||||||
Tradenames
(2)
|
54.0
|
-
|
54.0
|
54.0
|
-
|
54.0
|
||||||||||||||||||
Reacquired franchise rights
|
97.8
|
-
|
97.8
|
98.0
|
-
|
98.0
|
||||||||||||||||||
151.8
|
-
|
151.8
|
152.0
|
-
|
152.0
|
|||||||||||||||||||
Total intangible assets
|
$
|
546.4
|
$
|
229.4
|
$
|
317.0
|
$
|
543.8
|
$
|
213.2
|
$
|
330.6
|
Americas
(1)
|
Southern Europe
(2)
|
Northern Europe
|
APME
|
Right
Management
|
Corporate
(3)
|
Total
|
||||||||||||||||||||||
Balance, January 1, 2013
|
$
|
467.1
|
$
|
103.3
|
$
|
270.7
|
$
|
73.2
|
$
|
62.1
|
$
|
64.9
|
$
|
1,041.3
|
||||||||||||||
Goodwill acquired
|
-
|
-
|
17.2
|
8.0
|
-
|
-
|
25.2
|
|||||||||||||||||||||
Currency and other impacts
|
(1.0
|
)
|
(1.2
|
)
|
(13.4
|
)
|
(7.6
|
)
|
-
|
-
|
(23.2
|
)
|
||||||||||||||||
Balance, June 30, 2013
|
$
|
466.1
|
$
|
102.1
|
$
|
274.5
|
$
|
73.6
|
$
|
62.1
|
$
|
64.9
|
$
|
1,043.3
|
June 30,
|
January 1,
|
|||||||
2013
|
2013
|
|||||||
United States
|
$
|
504.0
|
$
|
504.0
|
||||
France
|
82.7
|
83.8
|
||||||
Netherlands (Vitae)
|
79.6
|
80.7
|
||||||
Right Management
|
62.1
|
62.1
|
||||||
Other reporting units
|
314.9
|
310.7
|
||||||
Total goodwill
|
$
|
1,043.3
|
$
|
1,041.3
|
Defined Benefit Pension Plans
|
||||||||||||||||
3 Months Ended
|
6 Months Ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
2013
|
2012
|
2013
|
2012
|
|||||||||||||
Service cost
|
$ | 2.2 | $ | 2.6 | $ | 4.4 | $ | 5.2 | ||||||||
Interest cost
|
3.0 | 3.8 | 6.1 | 7.5 | ||||||||||||
Expected return on assets
|
(2.8 | ) | (3.7 | ) | (5.6 | ) | (7.3 | ) | ||||||||
Curtailment gain
|
(2.3 | ) | - | (2.3 | ) | - | ||||||||||
Other
|
1.0 | 0.4 | 1.9 | 0.8 | ||||||||||||
Total benefit cost
|
$ | 1.1 | $ | 3.1 | $ | 4.5 | $ | 6.2 |
Retiree Health Care Plan
|
||||||||||||||||
3 Months Ended
|
6 Months Ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
2013
|
2012
|
2013
|
2012
|
|||||||||||||
Interest cost
|
$ | 0.3 | $ | 0.4 | $ | 0.6 | $ | 0.7 | ||||||||
Net loss
|
0.1 | - | 0.2 | - | ||||||||||||
Total benefit cost
|
$ | 0.4 | $ | 0.4 | $ | 0.8 | $ | 0.7 |
June 30,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
Foreign currency translation
|
$
|
147.2
|
$
|
186.8
|
||||
Translation loss on net investment hedge, net of income taxes of $(27.5) and $(31.3), respectively
|
(44.9
|
)
|
(51.1
|
)
|
||||
Translation loss on long-term intercompany loans
|
(99.5
|
)
|
(73.4
|
)
|
||||
Unrealized gain on investments, net of income taxes of $3.9 for both dates
|
11.8
|
11.8
|
||||||
Defined benefit pension plans, net of income taxes of $(21.7) and $(22.6), respectively
|
(34.9
|
)
|
(37.0
|
)
|
||||
Retiree health care plan, net of income taxes of $(1.6) and $(1.7), respectively
|
(2.6
|
)
|
(2.7
|
)
|
||||
Accumulated other comprehensive (loss) income
|
$
|
(22.9
|
)
|
$
|
34.4
|
3 Months Ended
|
6 Months Ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
2013
|
2012
|
2013
|
2012
|
|||||||||||||
Interest expense
|
$ | 10.3 | $ | 10.2 | $ | 21.0 | $ | 20.8 | ||||||||
Interest income
|
(0.9 | ) | (1.4 | ) | (1.8 | ) | (3.2 | ) | ||||||||
Foreign exchange losses
|
1.4 | 0.5 | 1.8 | 0.3 | ||||||||||||
Miscellaneous (income) expense, net
|
(0.5 | ) | 2.0 | 0.8 | 5.2 | |||||||||||
Interest and other expenses
|
$ | 10.3 | $ | 11.3 | $ | 21.8 | $ | 23.1 |
Fair Value Measurements Using
|
||||||||||||||||
|
June 30,
2013
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
Significant Other Observable Inputs
(Level 2)
|
Significant Unobservable Inputs
(Level 3)
|
||||||||||||
Assets
|
||||||||||||||||
Deferred compensation plan assets
|
$
|
64.6
|
$
|
64.6
|
$
|
-
|
$
|
-
|
||||||||
$
|
64.6
|
$
|
64.6
|
$
|
-
|
$
|
-
|
|||||||||
Liabilities
|
||||||||||||||||
Foreign currency forward contracts
|
$
|
0.1
|
$
|
-
|
$
|
0.1
|
$
|
-
|
||||||||
$
|
0.1
|
$
|
-
|
$
|
0.1
|
$
|
-
|
Fair Value Measurements Using
|
||||||||||||||||
|
December 31, 2012
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
Significant Other Observable Inputs
(Level 2)
|
Significant Unobservable Inputs
(Level 3)
|
||||||||||||
Assets
|
||||||||||||||||
Foreign currency forward contracts
|
$
|
0.1
|
$
|
-
|
$
|
0.1
|
$
|
-
|
||||||||
Deferred compensation plan assets
|
58.7
|
58.7
|
-
|
-
|
||||||||||||
$
|
58.8
|
$
|
58.7
|
$
|
0.1
|
$
|
-
|
3 Months Ended
|
6 Months Ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
2013
|
2012
|
2013
|
2012
|
|||||||||||||
Revenues from services:
|
||||||||||||||||
Americas:
|
||||||||||||||||
United States (a)
|
$
|
748.5
|
$
|
763.2
|
$
|
1,454.6
|
$
|
1,499.0
|
||||||||
Other Americas
|
387.2
|
389.2
|
774.1
|
791.7
|
||||||||||||
1,135.7
|
1,152.4
|
2,228.7
|
2,290.7
|
|||||||||||||
Southern Europe:
|
||||||||||||||||
France
|
1,320.6
|
1,427.6
|
2,465.8
|
2,719.4
|
||||||||||||
Italy
|
278.4
|
274.0
|
536.3
|
541.5
|
||||||||||||
Other Southern Europe
|
203.0
|
190.1
|
396.4
|
385.3
|
||||||||||||
1,802.0
|
1,891.7
|
3,398.5
|
3,646.2
|
|||||||||||||
Northern Europe
|
1,398.8
|
1,415.8
|
2,769.1
|
2,859.8
|
||||||||||||
APME
|
623.3
|
662.9
|
1,255.8
|
1,342.9
|
||||||||||||
Right Management
|
80.9
|
83.9
|
157.5
|
163.5
|
||||||||||||
Consolidated (b)
|
$
|
5,040.7
|
$
|
5,206.7
|
$
|
9,809.6
|
$
|
10,303.1
|
||||||||
Operating unit profit (loss): (c)
|
||||||||||||||||
Americas:
|
||||||||||||||||
United States
|
$
|
30.6
|
$
|
7.7
|
$
|
38.0
|
$
|
14.6
|
||||||||
Other Americas
|
11.9
|
10.5
|
20.6
|
25.8
|
||||||||||||
42.5
|
18.2
|
58.6
|
40.4
|
|||||||||||||
Southern Europe:
|
||||||||||||||||
France
|
40.9
|
34.6
|
70.6
|
57.5
|
||||||||||||
Italy
|
14.7
|
12.6
|
26.4
|
27.1
|
||||||||||||
Other Southern Europe
|
1.2
|
3.0
|
3.5
|
6.5
|
||||||||||||
56.8
|
50.2
|
100.5
|
91.1
|
|||||||||||||
Northern Europe
|
33.2
|
39.2
|
43.8
|
83.1
|
||||||||||||
APME
|
20.2
|
21.8
|
35.0
|
41.4
|
||||||||||||
Right Management
|
7.4
|
(2.9
|
)
|
9.4
|
|
(0.4
|
)
|
|||||||||
160.1
|
126.5
|
247.3
|
255.6
|
|||||||||||||
Corporate expenses
|
(23.6
|
)
|
(22.9
|
)
|
(48.0
|
)
|
(49.2
|
)
|
||||||||
Intangible asset amortization expense (c)
|
(8.4
|
)
|
(9.2
|
)
|
(16.8
|
)
|
(18.2
|
)
|
||||||||
Operating profit
|
128.1
|
94.4
|
182.5
|
188.2
|
||||||||||||
Interest and other expenses
|
(10.3
|
)
|
(11.3
|
)
|
(21.8
|
)
|
(23.1
|
)
|
||||||||
Earnings before income taxes
|
$
|
117.8
|
$
|
83.1
|
$
|
160.7
|
$
|
165.1
|
(a)
|
In the United States, where a majority of our franchises operate, revenues from services included fees received from the related franchise offices of $3.8 for both the three months ended June 30, 2013 and 2012, and $7.0 for both the six months ended June 30, 2013 and 2012. These fees are primarily based on revenues generated by the franchise offices, which were $175.3 and $180.6 for the three months ended June 30, 2013 and 2012, respectively, and $330.4 and $345.0 for the six months ended June 30, 2013 and 2012, respectively.
|
(b)
|
Our consolidated revenues from services include fees received from our franchise offices of $6.1 for both the three months ended June 30, 2013 and 2012, and $11.4 and $11.5 for the six months ended June 30, 2013 and 2012, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $272.3 and $270.0 for the three months ended June 30, 2013 and 2012, respectively, and $507.0 and $523.9 for the six months ended June 30, 2013 and 2012, respectively.
|
(c)
|
We evaluate segment performance based on OUP, which is equal to segment revenues less cost of services and branch and national headquarters operating costs. This profit measure does not include goodwill and intangible asset impairment charges or amortization of intangibles related to acquisitions, interest and other income and expense amounts or income taxes.
|
(in millions, except per share data
)
|
2013
|
2012
|
Variance
|
Constant Currency Variance
|
||||||||||||
Revenues from services
|
$
|
5,040.7
|
$
|
5,206.7
|
(3.2
|
)%
|
(2.9
|
)%
|
||||||||
Cost of services
|
4,204.3
|
4,345.0
|
(3.2
|
)
|
(2.9
|
)
|
||||||||||
Gross profit
|
836.4
|
861.7
|
(2.9
|
)
|
(2.6
|
)
|
||||||||||
Gross profit margin
|
16.6
|
%
|
16.6
|
%
|
||||||||||||
Selling and administrative expenses
|
708.3
|
767.3
|
(7.7
|
)
|
(7.5
|
)
|
||||||||||
Operating profit
|
128.1
|
94.4
|
35.6
|
37.2
|
||||||||||||
Operating profit margin
|
2.5
|
%
|
1.8
|
%
|
||||||||||||
Interest and other expenses
|
10.3
|
11.3
|
(9.1
|
)
|
||||||||||||
Earnings before income taxes
|
117.8
|
83.1
|
41.7
|
43.3
|
||||||||||||
Provision for income taxes
|
49.6
|
42.1
|
17.7
|
|||||||||||||
Effective income tax rate
|
42.1
|
%
|
50.7
|
%
|
||||||||||||
Net earnings
|
$
|
68.2
|
$
|
41.0
|
66.4
|
69.2
|
||||||||||
Net earnings per share – diluted
|
$
|
0.87
|
$
|
0.51
|
70.6
|
72.5
|
||||||||||
Weighted average shares – diluted
|
78.6
|
80.4
|
(2.3
|
)%
|
·
|
decreased demand for services in several of our markets within the Americas, Southern Europe and Northern Europe, where revenues decreased 1.4% (-1.1% in constant currency), 4.7% (-6.6% in constant currency) and 1.2% (-1.6% on a constant currency basis and -2.6% on an organic constant currency basis), respectively. France and Italy experienced revenue declines of 7.5% and 0.2%, respectively, in constant currency due to the current economic environment;
|
·
|
revenue decline in the United States of 1.9% primarily due to a large client project in our Manpower business line that concluded in the first quarter of 2013 as well as strong price discipline on new business opportunities;
|
·
|
decreased demand for talent management services at Right Management, where these revenues decreased 10.6% (-10.3% on a constant currency basis); and
|
·
|
a 0.3% decrease due to the impact of currency exchange rates; partially offset by
|
·
|
revenue increase in APME of 1.9% in constant currency primarily due to growth in the permanent recruitment business;
|
·
|
the favorable impact of approximately 1.4% from one additional day in the period; and
|
·
|
a Northern Europe acquisition in April 2013, which added 0.2% of revenue growth to our consolidated results.
|
·
|
a 10 basis point (0.10%) increase from our higher-margin ManpowerGroup Solutions business; offset by
|
·
|
a 10 basis point (-0.10%) unfavorable impact resulting from the decline in our permanent recruitment business excluding our Recruitment Process Outsourcing (“RPO”) business, which decreased 10% year-over-year.
|
·
|
Our staffing/interim margins were stable in the quarter as increases in the Americas and Southern Europe (partly due to the benefit of the CICE payroll tax credit) offset lower gross profit margins in Northern Europe and APME.
|
·
|
a decrease in our organic salary-related costs, because of lower headcount and lower variable incentive-based costs;
|
·
|
a decrease in lease costs because we have closed offices since the second quarter of 2012;
|
·
|
legal costs of $10.0 million in the U.S. in the second quarter of 2012 , primarily related to the entry into a settlement agreement in connection with a lawsuit involving allegations regarding the Company’s vacation pay practices in Illinois, as compared to no such legal costs recorded in 2013; and
|
·
|
a 0.2% decrease due to the impact of currency exchange rates; partially offset by
|
·
|
restructuring costs of $20.0 million, comprised of $4.4 million in the Americas, $3.3 million in Southern Europe, $9.3 million in Northern Europe, $0.4 million in APME and $2.6 million at Right Management for the three months ended June 30, 2013, compared to restructuring costs of $18.7 million, comprised of $10.4 million at Right Management and $8.3 million in the Americas, for the three months ended June 30, 2012; and
|
·
|
the additional recurring selling and administrative costs as a result of the acquisition in Northern Europe.
|
·
|
a 30 basis point (-0.30%) favorable impact due to the decrease in our organic salary-related costs and lease costs as noted above;
|
·
|
a 20 basis point (-0.20%) favorable impact due to the decrease in legal costs as noted above; and
|
·
|
a 10 basis point (-0.10%) favorable impact due to the decrease of non-personnel related costs, excluding legal costs noted above, as a result of the simplification and cost recalibration actions taken.
|
(in millions, except per share data
)
|
2013
|
2012
|
Variance
|
Constant Currency Variance
|
||||||||||||
Revenues from services
|
$
|
9,809.6
|
$
|
10,303.1
|
(4.8
|
)%
|
(4.3
|
)%
|
||||||||
Cost of services
|
8,183.1
|
8,594.0
|
(4.8
|
)
|
(4.3
|
)
|
||||||||||
Gross profit
|
1,626.5
|
1,709.1
|
(4.8
|
)
|
(4.4
|
)
|
||||||||||
Gross profit margin
|
16.6
|
%
|
16.6
|
%
|
||||||||||||
Selling and administrative expenses
|
1,444.0
|
1,520.9
|
(5.1
|
)
|
(4.7
|
)
|
||||||||||
Operating profit
|
182.5
|
188.2
|
(3.1
|
)
|
(1.5
|
)
|
||||||||||
Operating profit margin
|
1.9
|
%
|
1.8
|
%
|
||||||||||||
Interest and other expenses
|
21.8
|
23.1
|
(5.7
|
)
|
||||||||||||
Earnings before income taxes
|
160.7
|
165.1
|
(2.7
|
)
|
(1.1
|
)
|
||||||||||
Provision for income taxes
|
68.6
|
83.9
|
(18.3
|
)
|
||||||||||||
Effective income tax rate
|
42.7
|
%
|
50.8
|
%
|
||||||||||||
Net earnings
|
$
|
92.1
|
$
|
81.2
|
13.4
|
16.0
|
||||||||||
Net earnings per share – diluted
|
$
|
1.17
|
$
|
1.01
|
15.8
|
18.8
|
||||||||||
Weighted average shares – diluted
|
78.6
|
80.8
|
(2.7
|
)%
|
·
|
decreased demand for services in several of our markets within the Americas, Southern Europe and Northern Europe, where revenues decreased 2.7% (-2.1% in constant currency), 6.8% (-8.0% in constant currency and -8.2% in organic constant currency) and 3.2% (-3.7% on a constant currency basis and -4.1% on an organic constant currency basis), respectively. Several of our larger markets such as France and Italy experienced revenue declines of 9.3% (-10.4% in constant currency and -10.8% in organic constant currency) and 1.0% (-2.1% on a constant currency basis), respectively, due to the current economic environments in those countries;
|
·
|
revenue decline in the United States of 3.0% primarily due to a decrease of our larger strategic account client revenues because of softening demand, a large client project in our Manpower business line that concluded in the first quarter of 2013 and strong price discipline on new business opportunities;
|
·
|
decreased demand for talent management services at Right Management, where these revenues decreased 11.3% (-10.8% on a constant currency basis);
|
·
|
the unfavorable impact of approximately 0.4% from one less day in the period; and
|
·
|
a 0.5% decrease due to the impact of currency exchange rates; partially offset by
|
·
|
revenue increase in APME of 0.2% in constant currency primarily due to growth in the permanent recruitment business; and
|
·
|
our acquisitions of two entities in April 2012, one in Southern Europe and one in the Americas, and one entity in April 2013 in Northern Europe, which combined to add 0.3% of revenue growth to our consolidated results.
|
·
|
a 10 basis point (0.10%) increase from our higher-margin ManpowerGroup Solutions business; offset by
|
·
|
a 10 basis point (-0.10%) unfavorable impact resulting from the decline in our permanent recruitment business, which decreased 5% year-over-year.
|
·
|
Our staffing/interim margins were stable in first half of 2013 as increases in the Americas and Southern Europe (due to the benefit of the CICE payroll tax credit) offset lower gross profit margins in Northern Europe and APME.
|
·
|
a decrease in our organic salary-related costs, because of lower headcount and lower variable incentive-based costs;
|
·
|
a decrease in lease costs because we have closed offices since the second quarter of 2012;
|
·
|
legal costs of $10.0 million in the U.S. for the six months ended June 30, 2012 compared to no such legal costs recorded in 2013; and
|
·
|
a 0.4% decrease due to the impact of currency exchange rates; partially offset by
|
·
|
restructuring costs of $54.8 million, comprised of $10.3 million in the Americas, $4.5 million in Southern Europe, $26.4 million in Northern Europe, $2.8 million in APME, $6.4 million at Right Management and $4.4 million in corporate expenses for the six months ended June 30, 2013, compared to restructuring costs of $18.7 million, comprised of $10.4 million at Right Management and $8.3 million in the Americas, for the six months ended June 30, 2012; and
|
·
|
the additional recurring selling and administrative costs as a result of the acquisitions in Southern Europe, Northern Europe and the Americas.
|
·
|
a 20 basis point (-0.20%) favorable impact due to the decrease in our organic salary-related costs and lease costs;
|
·
|
a 20 basis point (-0.20%) favorable impact due to the decrease of non-personnel related costs, excluding legal costs noted above, as a result of the simplification and cost recalibration actions taken; and
|
·
|
a 10 basis point (-0.10%) favorable impact due to the decrease in legal costs as noted above; partially offset by
|
·
|
a 40 basis point (0.40%) increase due to the restructuring costs of $54.8 million for the six months ended June 30, 2013 compared to $18.7 million for the six months ended June 30, 2013.
|
3 Months Ended June 30, 2013 Compared to 2012
|
||||||||||||||
Reported Amount
(a)
|
Reported Variance
|
Impact of Currency
|
Variance in Constant Currency
|
Impact of Acquisitions/
Dispositions
(In Constant Currency)
|
Organic
Constant
Currency
Variance
|
|||||||||
Revenues from services:
|
||||||||||||||
Americas:
|
||||||||||||||
United States
|
$
|
748.5
|
(1.9
|
)%
|
-
|
%
|
(1.9
|
)%
|
-
|
%
|
(1.9
|
)%
|
||
Other Americas
|
387.2
|
(0.5
|
)
|
(0.9
|
)
|
0.4
|
-
|
0.4
|
||||||
1,135.7
|
(1.4
|
)
|
(0.3
|
)
|
(1.1
|
)
|
-
|
(1.1
|
)
|
|||||
Southern Europe:
|
||||||||||||||
France
|
1,320.6
|
(7.5
|
)
|
1.6
|
(9.1
|
)
|
-
|
(9.1
|
)
|
|||||
Italy
|
278.4
|
1.6
|
1.8
|
(0.2
|
)
|
-
|
(0.2
|
)
|
||||||
Other Southern Europe
|
203.0
|
6.8
|
3.1
|
3.7
|
-
|
3.7
|
||||||||
1,802.0
|
(4.7
|
)
|
1.9
|
(6.6
|
)
|
-
|
(6.6
|
)
|
||||||
Northern Europe
|
1,398.8
|
(1.2
|
)
|
0.4
|
(1.6
|
)
|
1.0
|
(2.6
|
)
|
|||||
APME
|
623.3
|
(6.0
|
)
|
(7.9
|
)
|
1.9
|
-
|
1.9
|
||||||
Right Management
|
80.9
|
(3.5
|
)
|
(1.5
|
)
|
(2.0
|
)
|
-
|
(2.0
|
)
|
||||
Consolidated
|
$
|
5,040.7
|
(3.2
|
)
|
(0.3
|
)
|
(2.9
|
)
|
0.2
|
(3.1
|
)
|
|||
Gross Profit
|
$
|
836.4
|
(2.9
|
)
|
(0.3
|
)
|
(2.6
|
)
|
0.2
|
(2.8
|
)
|
|||
Selling and Administrative Expenses
|
$
|
708.3
|
(7.7
|
)
|
(0.2
|
)
|
(7.5
|
)
|
0.2
|
(7.7
|
)
|
|||
Operating Profit
|
$
|
128.1
|
35.6
|
(1.6
|
)
|
37.2
|
0.5
|
36.7
|
6 Months Ended June 30, 2013 Compared to 2012
|
||||||||||||||
Reported Amount
(a)
|
Reported Variance
|
Impact of Currency
|
Variance in Constant Currency
|
Impact of Acquisitions/
Dispositions
(In Constant Currency)
|
Organic
Constant
Currency
Variance
|
|||||||||
Revenues from services:
|
||||||||||||||
Americas:
|
||||||||||||||
United States
|
$
|
1,454.6
|
(3.0
|
)%
|
-
|
%
|
(3.0
|
)%
|
-
|
%
|
(3.0
|
)%
|
||
Other Americas
|
774.1
|
(2.2
|
)
|
(1.7
|
)
|
(0.5
|
)
|
0.3
|
(0.8
|
)
|
||||
2,228.7
|
(2.7
|
)
|
(0.6
|
)
|
(2.1
|
)
|
0.1
|
(2.2
|
)
|
|||||
Southern Europe:
|
||||||||||||||
France
|
2,465.8
|
(9.3
|
)
|
1.1
|
(10.4
|
)
|
0.4
|
(10.8
|
)
|
|||||
Italy
|
536.3
|
(1.0
|
)
|
1.1
|
(2.1
|
)
|
-
|
(2.1
|
)
|
|||||
Other Southern Europe
|
396.4
|
2.9
|
2.0
|
0.9
|
-
|
0.9
|
||||||||
3,398.5
|
(6.8
|
)
|
1.2
|
(8.0
|
)
|
0.2
|
(8.2
|
)
|
||||||
Northern Europe
|
2,769.1
|
(3.2
|
)
|
0.5
|
(3.7
|
)
|
0.4
|
(4.1
|
)
|
|||||
APME
|
1,255.8
|
(6.5
|
)
|
(6.7
|
)
|
0.2
|
-
|
0.2
|
||||||
Right Management
|
157.5
|
(3.7
|
)
|
(1.4
|
)
|
(2.3
|
)
|
-
|
(2.3
|
)
|
||||
Consolidated
|
$
|
9,809.6
|
(4.8
|
)
|
(0.5
|
)
|
(4.3
|
)
|
0.3
|
(4.6
|
)
|
|||
Gross Profit
|
$
|
1,626.5
|
(4.8
|
)
|
(0.4
|
)
|
(4.4
|
)
|
0.2
|
(4.6
|
)
|
|||
Selling and Administrative Expenses
|
$
|
1,444.0
|
(5.1
|
)
|
(0.4
|
)
|
(4.7
|
)
|
0.3
|
(5.0
|
)
|
|||
Operating Profit
|
$
|
182.5
|
(3.1
|
)
|
(1.6
|
)
|
(1.5
|
)
|
0.3
|
(1.8
|
)
|
ISSUER PURCHASES OF EQUITY SECURITIES
|
||||||||||||||||
Total number of shares purchased
|
Average price paid
per share
|
Total number of shares purchased
as part of publicly announced plan
|
Maximum number of shares that may yet be purchased under the plans
|
|||||||||||||
April 1- 30, 2013
|
-
|
$
|
-
|
-
|
8,000,000
|
|||||||||||
May 1 - 31, 2013
|
-
|
-
|
-
|
8,000,000
|
||||||||||||
June 1 - 30, 2013
|
-
|
-
|
-
|
8,000,000
|
(a)
|
preparation and/or review of tax returns, including sales and use tax, excise tax, income tax, local tax, property tax, and value-added tax;
|
(b)
|
advice and assistance with respect to transfer pricing matters, including the preparation of reports used by us to comply with taxing authority documentation requirements regarding royalties and inter-company pricing, and assistance with tax exemptions; and
|
(c)
|
audit services with respect to certain procedures for governmental requirements and other services.
|
3.1
|
Amended and Restated Articles of Incorporation of ManpowerGroup Inc.
|
3.2
|
Amended and Restated By-Laws of ManpowerGroup Inc.
|
12.1
|
Statement regarding Computation of Ratio of Earnings to Fixed Charges.
|
31.1
|
Certification of Jeffrey A. Joerres, Chairman and Chief Executive Officer, pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934.
|
31.2
|
Certification of Michael J. Van Handel, Executive Vice President and Chief Financial Officer, pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934.
|
32.1
|
Statement of Jeffrey A. Joerres, Chairman and Chief Executive Officer, pursuant to 18 U.S.C. ss. 1350.
|
32.2
|
Statement of Michael J. Van Handel, Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. ss. 1350.
|
101
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.
|
ManpowerGroup Inc.
|
||
(Registrant)
|
||
Date: August 2, 2013
|
||
/s/ Michael J. Van Handel
|
||
Michael J. Van Handel
|
||
Executive Vice President and Chief Financial Officer
(Signing on behalf of the Registrant and as the Principal Financial Officer and Principal Accounting Officer)
|
Exhibit No.
|
Description
|
3.1
|
Amended and Restated Articles of Incorporation of ManpowerGroup Inc.
|
3.2
|
Amended and Restated By-Laws of ManpowerGroup Inc.
|
12.1
|
Statement regarding Computation of Ratio of Earnings to Fixed Charges.
|
31.1
|
Certification of Jeffrey A. Joerres, Chairman and Chief Executive Officer, pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934.
|
31.2
|
Certification of Michael J. Van Handel, Executive Vice President and Chief Financial Officer, pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934.
|
32.1
|
Statement of Jeffrey A. Joerres, Chairman and Chief Executive Officer, pursuant to 18 U.S.C. ss. 1350.
|
32.2
|
Statement of Michael J. Van Handel, Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. ss. 1350.
|
101
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|