November 13, 2020

Manpower Attn: Shawn Hecker 4760 Valley View Blvd Ste 10 Roanoke, VA 24012

Dear Shawn:

Subject: Contract Renewal Letter

Virginia Tech Contract#: Commodity/Service: Renewal Period: Renewal#:

VTS-782-2018 Temporary Employment Services February 1, 2021 - January31, 2022 (3) one-year renewal

Procurement 300 Tumer Street NW North End Center, Ste 2100 Blacksburg, Virginia 24061 P;-(540) 231::6221 F: (540) 231-9628 Jllll'W,JJl'OC/IJ'el/1e}1/. VI. edu

In accordance with the renewal provision of the original contract, the university would like to renew the contract for an additional term. Please advise concerning your Intention by signing In Iha appropriate space below. A signed copy of this fetter should be received In Procurement as soon as possible.

If allowed by the contract, price adjustments must be requested at the time of renewal In accordance with the contract documents. Price adjustments are not automatic or retroactive and are only Implemented upon request by the vendor at the time of renewal.

In addition, review the attached form which shows your company information as fisted ln the university's vendor database. If any of this Information has changed, make corrections directly on the form, and return with this lelter. It Is essential this information be accurate for payments to be processed In a timely manner.

Virginia Tech recommends that our vendors uliliie the Wells One AP Control Payment System for payment of all Invoices and strongly encourages all vendors under contract with the university to participate in this program. If your firm is not enrolled rn the program, refer to our website: http://WWW.procurement.vt.eduNendor/We!lsOne.htmr or contact me directly for more information.

Sincerely, ~-0 b .,n <IV! . Reed N age! 0 Jv /'.JI v Assistant Director for acllities and Service

Telephone: (540) 231-5240

Manpower agrees to renew the oontr ondit' ns of the subject contract.

Authorized Signature: /}-J(f)~ JD Name:

We currently participate In the WeJ/s One Program. __ _

We would I/Ice to partlo ta In the Wells One Program __

RN/sr

Approved:

Date: , I

VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIVERSITY An equal opportunity, affirmative action Institution

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Wf-i? VIRGIN IA VU TECH ..

August 30, 2018

Shawn Hecker Manpower 4760 Valley View .Blvd Ste 10 Roanoke VA 24012

Dear Mr. Hecker:

Procurement 3 00 Turner Street NW North End Center, Ste 2100 Blacksburg, Virginia 24061 P: (540)231-6221 F: (540)231-9628 www.procurement.vi. edu

Subject: Virginia Tech Contract# VTS-782-2018 Commodity/Service: Temporary Employment Services

Thank you for responding to my letter of August 27, 2018 and agreeing to renew the contract. The contract will now expire January 31, 2020.

The attached form shows your company information as listed in the university's vendor database. If any of this information changes, please make corrections directly on the form, and return to me. It is essential that this information be accurate in order for payments to be processed in a timely manner.

We look forward to working with you for an additional year.

cerely,

KDD/kbl

c: HM Jeff Cumberland

VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIVERSITY An equal opportunity, affirm.ative action institution

Wr-i? VtRGINIA VU TECl.,1.

August 27, 2018

Shawn Hecker Manpower 4760 Valley View Blvd Ste 10 Roanoke VA 24012

Dear Mr. Hecker.

Subject Virginia Tech Contract# VTS-782-2018 Commodity/Service: Temporary Employment Services

. Procurement 300 Turner Street NW North End Center, Ste 2100 Blacksburg, Virginia 24061 P: ( 540} 23 1-6221 F: {540) 231-9628 www.proc11rcmum1.vi. edu

This is to inform you that the subject contractlexpires January 31, 2019 .. Since the university would like to renew the contract for an additional year, please advis~Jconcernlng your Intention by signing in the appropriate space listed below. A signed copy of this letter should be received m Procurement by September 14, 2018.

ln addition, review Iha attached form, which ~hows your company information as listed in the university's vendor database. If any of this Information has changed1 make corrections directly on the form, and return with this letter. It is essential this infonnation be accurate for payments to be p1rocessed in a timely manner.

Virginia Tech· recommends that our vendors luuze the Wells One AP Control Payment System for payment of all involces and strongly encourages all vendors under contract with the university to participate in this program. If your firm is not enrolled in the program, refer to our website: http:f/WV¥W.procurement.vt.eduNendoriWel!s0ne.htmf or contact me directly for more information.

~x-1<1mber1y Dulaney, PSM U Assistant Director & Contracts Manager Telephone: {540) 231~8543

We currently participate In the Wells One Program. Program __ _

We would like to parl/clpate /11 the Wells One

Manpower does not agree to renew the contract for an additional year.

Authorized Signature: ------''-------

Name:

KDDfkbl

Approved:

Dale:

J

J

Date:---------­

Title: ----------

VIRGINIA POLYTrECHNIC INSTITUTE AND STATE UNIVERSITY An eqL1<1I opportunity, affirmative /lction inst/Cut/on

COMMONWEAL TH OF.VIRGINIA

.STANDARD CONTRACT

Contract ~umber. VT.S-782-2018

' This contract entered into thi,s 5th day of-January, 201)3 by ManpoW!)r, hereinafter called the "Contractor'' and Commoowealth of Virginia, Virginia P.olyiechnic Institute and state University called ''Virginia Te·ch:"

WITNESSETH that the-Contractor and Virginia T.ech, in consicleration of !lie mutual covenants, promises and agreements herein contained, agree as follows: , · ·

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SCOPE OF C0)'!TRACT: . The Contractor sliall provide the Temporary Employment Services to Virginia T.ech as !?et forth .il'l the Contract Documents.

PERIOD OF CONTRACT:,. From 'Febr.uary 1, 2018 tlirough January·31, !2019 with the 9ptlon of four·(4) 1-year renewals, as negotiated.

COMPENSATION AND METHOD .OF PAYMENT: The Contractor shall be paid by Virginia 'rech in accordance with the Contract Documents •. . '

CONT.RACT DOCUMENTS: The Contract Documents sliall cm;isisf oflhis signed contract, ,Request for Pr:oposal (RFPi number·0052050 dated August 2, 201'7,,togetherwith Addendum Number·1 To RFP•dat~d· August 16, 2017, the proposal submitted by the Contractor dated August 30, 2017, Virginia Tech's. letter dated December 20, 2017 with !be Contractor's response, Virginia Tech's email dated January 5, 2018 and the .Qontractor's confirming response, all of which Contract Do:Cuments ate iRcorpor.ated .herein.

lrt WITNESS WHEREOF, the parties have caused this Contract to be duly executed Intending 'to be bound thereby.

Cont~ct~ ,,, /J Vi~J,e~( ~ 1 / / /J _,; By: ~Y/? By: L,t. L,,(/',(~_,flUc/--

k?~~~~ /a,;,.ir-l'+"-•· p4e,//. ·~ ::::ic[< / Name ai:id Trtle. ' Director of. Procurement

III Virginia Tech

Request for Proposal # 0052050

For

Temporary Employment Services

August 2, 2017 Note: This public body does not discriminate against faith-based organizations in accordance with the Code of Virginia, § 2.2-4343.1 or against a bidder or offeror because ofrace, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment.

RFP 0052050 GENERAL INFORMATION FORM

QUESTIONS: All inquiries for information regarding this solicit,ition should be directed to: Kimberly Dulaney, Assistant Director & Contracts Manager, Phone: (540) 231-8543 e-mail: Kdulane@vt.edu

DUE DATE: Proposals will be received until Wednesday, August 30, 2017 at 3:00 PM. Failure to submit proposals to the correct location by the designated date and hour will result in disqualification.

ADDRESS: Proposals should be mailed or hand delivered to, Virginia Polytechnic Institute and State University (Virginia Tech), Procurement .Department (MC 0333) North End Center, Suite 2100, 300 Turner Street NW, Blacksburg, Virginia 2406,1. Refererice the due date and hour, and RFP Number in the lower left corner of the return envelope or package.

Please note that USPS is delivered to a central location and is not delivered directly to Procurement. Allow extra time if sending proposal via USPS. It is the vendor's responsibility to ensure proposals are received in the Procurement office at the appropriate date and time for consideration.

TYPE OF BUSINESS: (Please check all applicable classifications). If your classification is certified by the Virginia Department of Small Business and Supplier Diversity (SBSD), provide your certification number: For ·assistance with SWaM certification, visit the SBSD website at http://sbsd.virqinia.gov/ .

Large

Small business - An independently owned and operated business which, together with affiliates, has 250 or fewer employees or average annual gross receipts of $10 million or less averaged over the previous three years. Commonwealth of Virginia Department of Small Business and Supplier Diversity (SBSD) certified women-owned and minority-owned business shall also be considered small business when they have received SBSD small business certification.

Women-owned business - A business concern that is at least 51 % owned by one or more women who are U. S. citizens or legal resident aliens, or in the case of a corporation, partnership, or limited liability company or other entity, at least 51% of the equity ownership interest is owned by one or more women who are citizens of the United States or non-citizens who are in full compliance with the United States immigration law, and path the management and daily business operations are controlled by one or more women who are U. S. citizens or legal resident aliens.

Minority-owned business - A business concern that is, at least 51 % owned by one or more minority individuals (see Section 2.2-1401, Code of Virginia) or in the case. of a corporation, partnership, or limited liability company or other entity, at least 51% of the equity ownership interest in the corporation, partnership, or limited liability company or other entity is owned by one or more minority individuals and both the management and daily business operations are controlled by one or more minority individuals.

COMPANY INFORMATION/SIGNATURE: In compliance with this Request For Proposal and to all the conditions imposed therein and hereby incorporated by reference, the undersigned offers and agrees to furnish the goods or services in accordance with the attached signed proposal and as mutually agreed upon by subsequent negotiation.

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FULL LEGAL NAME (PRINT) FEDERAL TAXPAYER NUMBER (ID#) (Company name as it appears with your Federal Taxpayer Number)

BUSINESS NAME/DBA NAMEff A NAME BILLING NAME (lf different than the Full Legal Name) (Company name as it appears on your invoice)

PURCHASE ORDER ADDRESS PAYMENT ADDRESS

,

CONTACT NAMEfflTLE (PRINT) E-MAIL ADDRESS

TELEPHONE TOLL FREE TELEPHONE FAX NUMBER TO NUMBER NUMBER RECEIVE

E-PROCUREMENT ORDERS

Is any member of the firm an em·ployee of the Commonwealth of Virginia who has a personal interest in this contract pursuant to the Code of Virginia, 2.2 - 3102 - 3112

YES ____ _ .NO ____ _

SIGNATURE Date: --------------- -----------

Revised 07/01/2017

I. PURPOSE:

The purpose of this Request for Proposal (RFP) is to solicit proposals to establish multiple contracts through competitive negotiations for Temporary Employment Services by Virginia Polytechnic Institute and State University (Virginia Tech), an agency of the Commonwealth of Virginia.

II. CONTRACT PERIOD:

The term of this contract is for one year, or as negotiated. There will be an option for four (4) one­year renewals, or as negotiated.

Ill. BACKGROUND:

Virginia Polytechnic Institute and State University (Virginia Tech) is located in Blacksburg, Virginia, approximately 40 miles southwest of Roanoke, Virginia, the major commercial hub of the area. In addition to the university's main campus in Blacksburg, major off campus locations include twelve agriculture experiment research stations, the Marion duPont Scott Equine Medical Center and graduate centers in Roanoke and Fairfax, Virginia. Regularly scheduled air service is provided at the Roanoke Regional Airport.

Dedicated to its motto, Ut Prosim (That I May Serve), Virginia Tech takes a hands-on, engaging approach to education, preparing scholars to be leaders in their fields and communities. As the Commonwealth's most comprehensive university and its leading research institution, Virginia Tech offers 240 undergraduate degree programs to more than 31,000 students and manages a research portfolio of nearly $513 million and employees approximately 12,000 employees. The university fulfills its land-grant mission of transforming knowledge to practice.through technological leadership and by fueling economic growth and job creation locally, regionally, and across Virginia.

In order for Virginia Tech to fulfill its mission, a well-trained and diverse workforce must be in place. The intent of Virginia Tech's Human Resources Department is to maintain a fully employed workforce of wage, salaried and student wage positions. However, certain unexpected and unpredictable event such as short-term projects, leaves, and voluntary terminations requires the university to utilize the services of temporary employment agencies. It is vital that Virginia Tech departments, on and off-campus, be able to fill unexpected vacancies on a temporary basis in an efficient and expeditious manner.

During the period of October 2012 through April 2017, the university spent approximately $800,000 for temporary employment services.

IV. EVA BUSINESS-TO-GOVERNMENT ELECTRONIC PROCUREMENT SYSTEM:

The eVA Internet electronic procurement solution streamlines and automates governm~ht purchasing activities within the Commonwealth of Virginia. Virginia Tech, and other state agencies and institutions, have been directed by the Governor to maximize the use of this system in the procurement of goods and services. We are, therefore, requesting that your firm register as a vendor within the eVA system.

There are transaction fees involved with the use of eVA: These fees must be considered in the provision of quotes, bids and price proposals offered to Virginia Tech. Failure to register within the eVA system may result in the quote, bid or proposal from your firm being rejected and the award made to another vendor who is registered in the eVA system.

Registration in the eVA system is accomplished on-line. Your firm must provide the necessary information. Please visit the eVA website portal at http://www.eva.virginia.gov/pages/eva­registration-buyer-vendor.htm and register both with eVA and Ariba. This process needs to be

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completed before Virginia Tech can issue your firm a Purchase Order or contract. If your firm conducts business from multiple geographic locations, please register these locations in your initial registration.

For registration and technical assistance, reference the eVA website at: http://www.eva.virginia.gov, or call 866-289-7367 or 804-371-2525.

V. CONTRACT PARTICIPATION:

It is the intent of this solicitation and resulting contract to allow for cooperative procurement. Accordingly, any public body, public or private health or educational institutions, or Virginia Tech's affiliated corporations and/or partnerships may access any resulting contract if authorized by the contractor.

Participation in this cooperative procurement is strictly voluntary. If authorized by the Contractor, the resultant contract may be extended to the entities indicated above to purchase at contract prices in accordance with contract terms. The Contractor shall notify Virginia Tech in writing of any such entities accessing the contract, if requested. No modification of this contract or ei<:ecution of a separate contract is required to participate. The Contractor will provide semi-annual usage reports for all entities accessing the Contract, as requested. Participating entities shall place their own orders directly with the Contractor and shall fully and independently administer their use of the contract to include contractual disputes, invoicing and payments without direct administration from Virginia Tech. Virginia Tech shall not be held liable for any costs or damages incurred by any other participating entity as a result of any authorization by the Contractor to extend the contract. It is understood and agreed that Virginia Tech is not responsible for the acts or omissions of any entity, and will not be considered in default of the contract no matter the circumstances.

Please refer to Attachment B, Zone Map, if the offerorwishes to submit separate pricing structure based on approved zones for cooperative institutions. Refer to Attachment B for the approved Zone Map. If no other prices are offered, pricing provided will apply to all zones in the Commonwealth.

Use of this contract does not preclude any participating entity from using other contracts or competitive processes as the need may be.

VI. STATEMENT OF NEEDS:

A. Virginia Tech needs the services of a contractor, or multiple contractors, to provide temporary employment services as follows:

1. Temporary personnel as required for the position classifications listed in Attachment D, as well as other position classifications, which may be required for future needs.

2. Temporary personnel shall be employed by the contractor. The Contractor shall be responsible for all payroll taxes, WorJser's Compensation, payroll reports,. and all other

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employer federal and state record keeping and reporting requirements for temporary personnel (such as associated costs and reporting requirements for the Affordable Care Act).

3. Jobs requiring a driver's record check must be completed with acceptable results before driving. Positions requiring a CDL must have a valid CDL license, a completed driving check with acceptable results, and an active DOT medical certification before driving.

4. Contractor, at its expense, shall cc:mduct a criminal conviction screening on all employees who work on the Virginia Tech campus, or have access to Virginia Tech computer systems, including remote access. A criminal conviction check should consist of at least the following:

a. National criminal database search to include at least felony and misdemeanor convictions.

b. A social security trace to identify where the candidate/employee has lived for the past 7 years.

c. County level court searches to identify at least felony and misdemeanor convictions in all counties where the candidate/employee has lived in the past 7 years (as identified by the social security trace).

d. Search of the National Sex Offender database.

All criminal conviction checks must be concluded prior to employees gaining access. Employees who have separated employment.from Contractor shall undergo another background check prior to re-gaining access to the Virginia Tech campus. Contractor shall ensure subcontractors conduct similar background checks.

Virginia Tech reserves the right to audit a Contractor's background check process at any time. All employees have a duty to self-disclose any criminal conviction(s) occurring while assigned to the Virginia Tech campus. Such disclosure shall be made to Contractor, which in turn shall notify the designated Virginia Tech contract administrator within 3 days.

If at any time during the term of the contract Virginia Tech discovers an. employee has a conviction which raises concerns about university buildings, property, systems, or security, the Contractor shall remove that employee's access to the Virginia Tech campus, unless Virginia Tech consents to such access in writing.

Criminal history background screening shall be conducted for all positions as required in Virginia Tech Policy #4060. Failure to comply with the terms of this provision may result in the termination of the contract.

5. Each temporary employee supplied by the Contractor should be available for the entire length of the assignment. If a temporary employee is unable to complete an assignment, a one-week notice is preferred. The Contractor should immediately provide another candidate to fulfill the assignment.

6. It is preferred that the contractor have an office located within a fifty-mile radius of Virginia Tech's Blacksburg campus, preferably in the New River Valley area. It is also desirable that the Contractor have offices· strategically located throughout the Commonwealth of Virginia to provide services for Virginia Tech's off-campus offices.

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7. The Contractor shall not charge the university any placement fees or agency fees if a temporary employee submits ari application for full-time employment and is selected for employment through a competitive selection process. The temporary employee will normally give the Contractor a two-week notice prior to being employed by the university.

8. It is the responsibility of the Contractor or their temporary employees to provide transportation to the required locations. Temporary service personnel must comply with all Virginia Tech regulations, including but not limited to those pertaining to vehicle parking at the university. All personnel parking a vehicle on campus must obtain a parking permit at Parking Services located at 455 Research Center Drive, Blacksburg, Virginia, 24061.

9. Compensation to all temporary employees shall be at a minimum of $9.25 per hour.

B. Virginia Tech will be responsible for the following:

1. Hiring departments will advise the Contractor of positions requiring driver's record checks.

2. The hiring department will determine the normal working hours for temporary personnel. Virginia Tech has some departments that are in operation as much as twenty-four (24) hours a day. Workweeks may include weekends and holidays. In addition, there may be overtime work. Overtime hours must b!! approved in advance by the department supervisor/manager. Lunch periods will range from 30-60 minutes and will be determined by management. No payments will be made for lunch periods. -

3. Persons authorized to request temporary personnel will be identified by the Contract Administrator.

VII. PROPOSAL PREPARATION AND SUBMISSION:

A. Specific Requirements

Proposals sho·uld be as thorough and detailed as possible so that Virginia Tech may properly evaluate your capabilities to provide the required goods or services. Offerers are required to submit the following information/items as a complete proposal:

1. Plan for providing temporary employment services:

a. Describe Offerers ability to provide temporary employees on the Virginia Tech campus located in Blacksburg, Virginia as well as off-campus offices located throughout the Commonwealth of Virginia.

b. Identify the locatiol'.1 of Offerers office or offices that will service the Virginia Tech account.

c. Describe the typical turn-around time for confirming the availability of a temporary placement.

d. Describe the average time frame for placement of temporary employee into requested position.

e. Identify your regular and holiday office hours.

f. Identify an account representative to handle and assist in any _and all scheduling, billing and problem solving.

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g. Describe Offerors willingness to meet periodically with the contract administrator when required to discuss all services.

2. Rates:

a. Identify recommended hourly pay rate, bill rate, overtime rate, and overtime bill rate for the position classifications listed in Attachment C.

b. Provide a' plan for adjusting rates during the initial contract period and subsequent contract renewals.

c. Describe record keeping process that identifies the hours worked by the temporary employee.

d. Describe billing process.

3. Qualifications/Experience:

a. Describe Offerers qualifications and experience in providing temporary employment services.

b. Identify account manager to be assigned to contract and describe their qualifications and experience.

c. List names, qualifications, and experience of other staff that may provide services under the contract.

4. References:

Four (4) recent references, either educational (preferred) or governmental, for whom you have provided the type of services described herein. Include the date(s) services were furnished, the client name, address and the name and phone number of the individual Virginia Tech has your permission to contact.

Please indicate if you currently have a VASCUPP co"ntract with another institution.

5. Participation of Small, Women-owned and Minority-owned Business (SWAM) Business:

If your business cannot be classified as SWaM, describe your plan for utilizing SWaM subcontractors if awarded a contract. Describe your ability to provide reporting on SWaM subcontracting spend when requested. If your firm or any business that .you plan to subcontract with can be classified as SWaM, _but has not been certified by the Virginia Department of Small Business and Supplier Diversity (SBSD), it is expected that the certification process will be initiated no later than the time of the award. If your firm is currently certified, you agree to maintain your certification for the life of the contract. For assistance with SWaM certification, visit the SBSD website at http://www.sbsd.virginia.gov/

6. The return of the General Information Form and addenda, if any, signed and filled out as required.

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B. General Requirements

1. RFP Response: In order to be considered for selection, Offerers shall submit a complete response to this RFP to include;

a. One original and Five copies of the entire proposal, including all attachments. Any proprietary information should be clearly marked in accordance with 2.e. below.

b. One (1) electronic copy in WORD format or searchable PDF (CO or flash drive) of the entire proposal as one document, INCLUDING ALL ATTACHMENTS. Any proprietary information should be clearly marked in accordance with 2.e. below.

c. Should the proposal contain proprietary information, provide one (1) redacted hard copy of the proposal and attachments with proprietary portions removed or blacked out. This copy should be clearly marked "Redacted Copy" on the front cover. The classification of an entire proposal document, line item prices and/or total proposal prices as proprietary or trade secrets is not acceptable. Virginia Tech shall not be responsible for the Contractor's failure to exclude proprietary information from this redacted copy.

Response shall be submitted to:

Virginia Polytechnic Institute and State University (Virginia Tech} Procurement Department (MC 0333) North End Center, Suite 2100 300 Turner Street NW Blacksburg, Virginia 24061

Reference the Due Date and Hour, and RFP Number in the lower left hand corner of the return envelope or package.

No other distribution of the proposals shall be made by the Offerer.

2. Proposal Preparation:

a. Proposals shall be signed by an authorized representative of the Offerer. All information requested should be submitted. Failure to submit all information requested may result in Virginia Tech requiring prompt submission of missing information and/or giving a lowered evaluation of the proposal. Proposals which are substantially incomplete or lack key information may be rejected by Virginia Tech at its discretion. Mandatory requirements are those required by law or regulation or are such that they cannot be waived and are not subject to negotiation.

b. Proposals should be prepared simply and economically providing a straightforward, concise description of capabilities to satisfy the requirements of the RFP. Emphasis should be on completeness and clarity of content.·

c. Proposals should be organized in the order in which the requirements are presented in the RFP. All pages of the proposal should be numbered. Each paragraph in the proposal should reference the paragraph number of the corresponding section of the RFP. It is also helpful to cite the paragraph number, subletter, and repeat the text of the requirement as it appears in the RFP.. If a response covers more than one page, the paragraph number and subletter should be repeated at the top of the next page.

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The proposal should contain a table of contents which gross references the RFP requirements. Information which the offeror desires to present that does not fall within any of the requirements of the RFP should be inserted at an appropriate place or .be attached at the end of the proposal and designated as additional material. Proposals thatare not organized in this manner risk elimination from consideration if the evaluators are unable to find where the RFP requirements are specifically addressed.

d. Each copy of the proposal should be bound in a single volume where practical. All documentation submitted with the proposal should be bound in that single volume.

e. Ownership of all data, material and documentation originated and prepared for Virginia Tech pursuant to the RFP shall belong exclusively to Virginia Tech and be subject to public inspection in accordance with the Virginia Freedom of Information Act. Trade secrets or proprietary information submitted by an Offeror shall not be subject to public disclosure under the Virginia Freedom of Information Act. However, to prevent disclosure the Offeror must invoke the protections of Section 2.2-4342F of the Code of Virginia, in writing, either before or at the time the data 'Or other materials is submitted. The written request must specifically identify the data or other materials to be protected and. state the reasons why protection is necessary. The· proprietary or trade secret material submitted must be identified by some distinct method such as highlighting or underlining and must indicate only the specific words, figures, or paragraphs that constitute trade secret or proprietary information. The classification of an entire proposal document, line item prices and/or total proposal prices as proprietary or trade secrets is not acceptable and may result in rejection of the proposal.

3. Oral Presentation: Offerers who submit a proposal in response to this. RFP may be required to give an oral presentation of their proposal to Virginia Tech. This wm provide an opportunity for the Offeror to clarify or elaborate on the proposal but will in no way change the original proposal. Virginia Tech will ~chedule the time and location of these presentations. Oral presentations are an option of Virginia Tech and may not be conducted. Therefore, proposals- should be complete.

VIII. SELECTION CRITERIA AND AWARD:

A. Selection Criteria

Proposals will be evaluated by Virginia Tech using the following:

Maximum Point ·Criteria Value

1. Quality of products/services offered and suitability for 20 the intended purposes

2. Qualifications and experiences of Offerer in providing 20 the goods/services

3. Specific plans or methodology to be used to pr.ovide the 20 Services

4. Cost (or Price) 30

5. Participation of Small, Women-Owned and Minority 10 (SWAM) Business

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Total 100

B. Award To Multiple Offerors:

Selection shall be made of two or more offerors deemed to be fully qualified and best suited among those submitting proposals onthe basis of the evaluation factors included in the Request for Proposals, including p~ice, if so stated in the Request for Proposals. Negotiations shall be conducted with the offerors so selected. Price shall be considered, but need not -be the sole determining factor. After negotiations have been conducted with each. offeror so selected, the agency shall select the offerors which, in its opinion, has made the best proposal, and shall award the contract to that offeror. Virginia Tech reserves the right to make.multiple awards as a result of this solicitation. Virginia Tech may cancel this Request for Proposals or reject proposals at any time prior to an award, and is not required to furnish a statement of the reasons why a particular proposal was not deemed to be the most advantageous. Should the Commonwealth determine in writing and in its sole discretion that only one offeror is fully qualified, or that one offeror is clearly more highly qualified than the others under consideration, a contract may be negotiated and awarded to that offeror. The award document will be a contract incorporating by reference all the requirements, terms and conditions of the solicitation and the contractor's proposal as negotiated. See Attachment C for sample contract form.

IX. INQUIRIES:

All. inquiries concerning this solicitation should be submitted in writing via email, citing the particular RFP section and paragraph number. All inquiries will be answered in the form of an addendum. Inquiries must be submitted by 10:00 am' on Friday, August 11, 2017. Inquiries must be submitted to the procurement officer identified in this solicitation.

X. INVOICES:

Invoices for goods or services provided under any contract resulting from this solicitation shall be submitted by ~mail to vtinvoices@vt.edu or by mail to:

Virginia Polytechnic Institute and State University (Virginia Tech) Accounts Payable North End Center, Suite 3300 300 Turner Street NW Blacksburg, Virginia 24061

XI. METHOD OF PAYMENT:

Virginia Tech will authorize payment to the contractor .as negotiated in any resulting contract from the aforementioned Request for Proposal.

Payment can be expedited through the use of the Wells One AP Control Payment System. Virginia Tech strongly encourages participation in this program. For more information on this program please refer to Virginia Tech's Procurement website: http://www.procurement.vt.edu/vendor/wellsone.html or contact the procurement officer identified in the RFP.

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XII. ADDENDUM:

Any ADDENDUM issued for this solicitation may be accessed at http://www.apps.vpfin.vt.edu/html.docs/bids.php. Since a paper copy of the addendum will not be mailed to you, we encourage you to check the web site regularly.

XIII. COMMUNICATIONS:

Communications regarding this solicitation shall be formal from the date of issue, until either a Contractor has been selected or the Procurement Department rejects all proposals. Formal communications will be directed to the procurement officer listed on this solicitation. Informal communications, including but not limited to request for information, comments or speculations regarding this solicitation to any University employee other than a Procurement Department representative may result in the offending Offerer's proposal being rejected.

XIV. CONTROLLING VERSION OF SOLICITATION:

The posted version of the solicitation and any addenda issued by Virginia Tech Procurement Services. is the mandatory controlling version of the document. Any modification of/or additions to the solicitation by the Offerer shall not modify the official version of the solicitation issued by Virginia Tech Procurement Services. Such modifications or additions to the solicitation by the Offerer may be cause for rejection of the proposal; however, Virginia Tech reserves the right to decide, on a case by case basis, in its sole discretion, whether to reject such a proposal.

XV. TERMS AND CONDITIONS:

This solicitation and any resulting contract/purchase order shall be governed by the attached terms and conditions, see Attachment A.

XVI. CONTRACT ADMINISTRATION:

A. Mike McCoy, Human Resources Consultant, Human Resources, at Virginia Tech or their designee, shall be identified as the Contract Administrator and shall use all powers under the contract to enforce its faithful performance.

B. The Contract Administrator, or their designee, shall determine the amount, quantity, acceptability, fitness of all aspects of the .services and shall decide all other questions in connection with the services. The Contract Administrator, or their designee, shall not have authority to approve changes in the services which alter the concept or which call for an extension of time for this contract. Any modifications made must be authorized by the Virginia Tech Procurement Department through a written amendment to the contract.

XVII. ATTACHMENTS:

Attachment A - Terms and Conditions Attachment B - Zone Map for Cooperative Contracts AttachmentC - Sample of Standard Contract Form Attachment D - Position Classifications

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ATTACHMENT A

TERMS AND CONDITIONS

RFP GENERAL TERMS AND CONDITIONS

See: http://www.procurement.vt.edu/content/dam/procurement vt edu/docs/terms/GTC RFP 07012017.pdf

ADDITIONAL TERMS AND CONDITIONS

A. ADDITIONAL GOODS AND SERVICES: The University may acquire other goods or services that the supplier provides than those specifically solicited. The University reserves the right, subject to mutual

, agreement, for the Contractor to provide additional goods and/or services under the same pricing, terms and conditions and to make modifications or enhancements to the existing goods and. services. Such additional goods and services may include other products, ·components, accessories, subsystems, or related ser:vices newly introduced during the term of the Agreement.

B. AUDIT: The Contractor hereby agrees to retain all books, records, and other documents relative to this contract for five (5) years after final payment, or until audited by the Commonwealth of Virginia, whichever is sooner. Virginia Tech, its authorized agents, and/or the State auditors shall have full access and the right to examine any of said materials during said period.

C. AVAILABILITY OF FUNDS: It is understood and agreec:I betwe~n the parties herein that Virginia Tech shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose ofthis agreement.

D. CANCELLATION OF CONTRACT: Virginia Tech reserves the right to cancel and terminate any resulting contract, in part or in whole, without penalty, upon 60 days written notice to the Contractor. In the event the initial contract period is for more than.12 months, the resulting contract may be terminated by either party, without penalty, after the initial 12 months of the contract period upon 60 days written notice to the other party. Any contract cancellation notice shall not relieve the Contractor of the obligation to deliver and/or perform on all outstanding orders issued prior to the effective date of cancellation.

E. CONTRACT DOCUMENTS: The contract entered into by the parties shall consist of the Request for Proposal including all modifications thereof, the proposal submitted by the Contractor, the written results of negotiations, the Commonwealth Standard Contract Form, all of which shall be referred to collectively as the Contract Documents.

F. IDENTIFICATION OF BID/PROPOSAL ENVELOPE: The signed bid or proposal should be returned in a separate envelope or package and ic:lentified as follows:

From: -----------------------------Name of Bidder or Offeror Due Date Time Due

Street or Box No. Solicitation Number

City, State,Zip Code Solicitation Title

Name of Procurement Officer. ------------------­

Th.~ envelope should be addressed to:

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\

VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIV)=RSITY (Virginia Tech) Procurement Department (MC 0333) North End Center, Suite 2100 300 Turner Street NW Blacksburg, Virginia 24061

The offerer takes the risk that if the envelope is not marked as described above, it may be inadvertently opened and the information compromised, which may cause the proposal to be disqualified. Bids or Proposals may be hand delivered to the designated location in the office issuing the solicitation. No other correspondence or other bids/proposals should be placed in the envelope.

G. NOTICES: Any notices to be given by either party to the other pursuant to any contract resulting from this solicitation shall be in writing, hand delivered or mailed to ·the address of the respective party at the following address

If to Contractor: Attention:

lfto Virginia Tech:

Address Shown On RFP Cover Page Name Of Person Signing RFP

Virginia Polytechnic Institute and State. University (Virginia Tech) Attn: Kimberly Dulaney, CPSM Procurement Department (MC 0333) North End Center, Suite 2100 300 Turner Street NW Blacksburg, Virginia 24061

and

Virginia Polytechnic Institute and State University (Virginia Tech) Attn: Mike McCoy Department of Human Resources (0318) 300 Turner Street NW, Suite 2300 Blacksburg, Virginia 24061

H. SEVERAL LIABILITY: Virginia Tech will be severally liable to the extent of its purchases made against any cor:itract resulting from this solicitation. Applicable entities described herein will be severally liable to the extent of their purchases made against any contract resulting from this solicitation.

I. CLOUD OR WEB HOSTED SOFTWARE SOLUTIONS: For agreements involving Cloud-based Web­hosted software/applications refer to link for additional terms and conditions: http://www.ita.vt.edu/purchasing/VT Cloud Data Protection Addendum final03102017.pdf

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SPECIAL TERMS AND CONDITIONS

1. ADVERTISING: In the event a contract is awarded for supplies, equipment, or services resulting from this solicitation, no indication of such sales or services to Virginia Tech will. be used in product literature or advertising. The contractor shall not state in any of the advertising or product literature that the Commonwealth of Virginia or any agency or institution of the Commonwealth has purchased or uses· its products or" services.

2; INSURANCE: By signing and submitting a Proposal/Bid under this solicitation, the offerer/bidder certifies that if awarded the contract, it will have the following insurance coverages at the time the work commences. Additionally, it will maintain these during the entire term of the contract and that an insurance coverages will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission. During the period of the contract, Virginia Tech reserves the right to require the contractor to furnish certificates of insurance for the coverage required.

INSURANCE COVERAGES AND LIMITS REQUIRED: A. Worker's Compensation - Statutory requirements and benefits.

B. Employers Liability- $100,000.00

C. General Liability - $1,000,000.00 combined single limit. Virginia Tech and the Commonwealth of Virginia shall be named as an additional insured with respect to goods/services being procured. This coverage is tQ include Premises/Operations Liability, Products and Completed Operations Coverage, Independent Contractor's Liability, Owner's and Contractor's Protective Liability and Personal Injury Liability.

D. Automobile Liability - $500,000.00

E. Builders Risk- For all renovation and new construction projects under $100,000 Virginia Tech will provide All Risk- Builders Risk Insurance. For all renovation contracts, and new construction from $100,000 up to $500,000 the contractor will be required to provide All Risk - Builders Risk Insurance in the amount of the contract and name Virginia Tech as additional insured. All insurance verifications of insurance will be through a valid insurance certificate.

F. The contractor agrees to be responsible for, indemnify, defend and hold harmless Virginia Tech, its officers, agents and employees from the payment of all sums of money by reason of any claim against them arising out of any and all occurrences resulting in bodily or mental injury or property damage that may happen to occur in connection with and during the performance of the contract, including but not limited to claims under the Worker's Compensation Act. The contractor agrees that it will, at all times, after the completion of the work, be responsible for, indemnify, defend and hold harmless Virginia Tech, its officers, agents and employees from all liabilities resulting from bodily or mental injury or property damage directly or indirectly arising out of the performance or nonperformance of the contract.

3. SUBCONTRACTS: No portion of the work shall be subcontracted without prior written consent of Virginia Tech. In the event that the contractor desires to subcontract some part of the work specified

'herein, the contractor shall furnish Virginia Tech the names, qualifications and experience of their proposed subcontractors. The contractor shall, however, remain fully liable and responsible for the work to be done by his subcontractor(s) and shall assure compliance with all requirements of the contract.

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ATTACHMENT B

Zone Map

Virginia Association of State College & University Purchasing Professionals (VASCUPP)

List of member institutions by zones

Zone 1 George Mason University (Fairfax)

Zone4 University of Mary Washington (Fredericksburg)

Zone7

Zone2 James M,dison University (Harrisonburg)

Zones College of Williflm and Mary (Williamsburg) Old Dominion University (Norfolk)

Zone3 University of Virginia (Charlottesville)

Zone6 Virginia Commonwealth University (Richmond)

Longwood University (Farmville)

I Zone 8 l Zone 9 t1 Virginia Military Institute I University of Virginia - Wise (Lexington) ':., (Wise) I Virginia Tech (Blacksburg)

____ .......,i Ra_dford University..J~adford) __ _,_i ____ _

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ATTACHMENT C

SAMPLE CONTRACT FORM ' Standard Contract form for reference only

Offerers do not need to fill in this form

COMMONWEAL TH OF VIRGINIA STANDARD CONTRACT

Contract Number: _________ _

This contract entered into this __ day of 20_, by , hereinafter called the "Contractor'' and Commonwealth of Virginia, Virginia Polytechnic Institute and State University called "Virginia Tech".

WITNESSETH that the Contractor and Virginia Tech, in consideration of the mutual covenants, promises and agreements herein contained, agrees as follows:

SCOPE OF CONTRACT: The Contractor.shall provide the ______ to Virginia Tech as set forth in the Contract Documents.

PERIOD OF CONTRACT: From __________ through----------·

COMPENSATION AND METHOD OF PAYMENT: The Contractor shall be paid by Virginia Tech in accordance with the contract documents.

CONTRACT DOCUMENT: The Contract Documents shall consist ofthis signed contract, Request For Proposal Number dated , together with all written modifications thereof and the proposal submitted by the Contractor dated and the Contractor's letter dated , all of which Contract Documents are incorporated herein.

In WITNESS WHEREOF, the parties have caused this Contract to be duly executed intending to be bound thereby.

Contractor: Virginia Tech

By: ______________ _

Title:---------------

By:--------~----­

Title: ---------------

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ATTACHMENT D

Position Classifications

1 ACCOUNTANT Duties: May involve one or more of the following: PayToll, Cost Accounting, Accounts Payable/Receivable, including invoice processing, recoverable billings and account reconciliation.

Preferred Qualifications: Undergraduate degree in accounting or related field or extensive work-related experience. Proven experience in an accounting office or accounts receivable/accounts payable function. Considerable knowledge of Generally Accepted Accounting Principles. Experience with job cost accounting, invoice processing, and/or account reconciliati_on. Strong analytic and problem solving skills.

2 CARPENTER Duties: May include repair and installation of floors, repair and installation of ceilings (including grid type drop ceiling), hanging doors, installation of door hardware, assembling and disassembling office furniture, picture and shelving installation, demolition of walls or structures, installation of asphalt roofing shingles, rough framing of new or renovation construction using metal or wood studs, installation of sheetrock or other wall material, construction of small structures, installation and removal of concrete forms, pouring and finishing concrete, installation oftrim work and paneling, installation of cabinets, and general shop duties such as furniture repairs.

Preferred Qualifications: Journey-level experience in commercial and/or residential carpentry. Ability to safely, frequently, and independently move 50 lbs. Ability to climb and work from ladders and scaffolds. Overtime may be required. · ·

3 COMPUTER SUPPORT SPECIALIST Duties: Provide hardware and desktop systems administration in support of computer infrastructure. Perform installation, configuration, upgrades, security, and maintenance of computer systems. Provide troubleshootingand application support to users. Perform network and server administration of departmental Windows servers. Perform and manage production control activities.

Preferred Qualifications: Bachelor's degree ip computer science, computer engineering or related field or equivalent level training and experience. Experience in installation, maintenance and configuration of multiple desktop operating systems. Working knowledge of a variety of desktop applications software including data base, spreadsheet, word processing, graphics and internet software. Ability to communicate effectively with computer users and vendors. Ability to troubleshoot hardware and software problems.

4 COOK Duties: Assist-with daily food preparation based on production needs. Follow established procedures for recipes, ,prepping, cooking, handling, storage, presentation of food product, and ensure compliance with the procedures thus providing a high quality product. Check all items before leaving kitchen ensuring items are attractive, garnished, palatable, and proper temperature. Monitor quality and appearance of foods on serving lines. Help ensure a clean and safe environment for employees and customers. Maintain equipment to ensure safety and good sanitati<;m. Responsible for proper food handling techniques.

Preferred Qualifications: Demonstrated knowledge of commercial kitchen and food service operations including recipe management, preparation, set-up, merchandising, presentation, and maintenance. Ability to communicate effectively with all levels of personnel and public; excellent customer services skills; ability to handle multiple tasks and serve high volume/quality in a fast paced environment.

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5 DISHWASHER Duties: Operation of dish room equipment, sort, wash, sanitize, dry, and stack.pots, dishes, glassware and other utensils used in preparation and service of food and dining operations. Perform housekeeping duties and maintain a clean and safe work area.

Preferred Qualifications: Ability to stand on reet for extended periods oftime and to lift up to 35 lbs. Ability to work with minimal supervision quickly and efficiently. Ability to work around water and commercial detergents for long periods oftime.

6 ELECTRICIAN Duties: Perform maintenance and repair ofb~ilding electrical systems ofup to and including 480VAC. Perform installation of building electrical systems. Install and maintain motors and associated controls, and respond to emergency calls. Trouble shoot problems with motors, motor control centers and controls such as fire stats, freeze stats, float switches and air flow sensors.

Preferred Qualifications: Journey-level electrician experience. Experience in maintenance and installation of electrical power andlighting systems, motors, and associated controls. Demonstrated working knowledge of power controls, the National Electrical Code and ability to follow electrical drawings; ability to climb and work from elevated workstations such as ladders and scaffolds, and work in confined spaces at elevated temperatures. Ability and willingness to safely use respirator equipment. Due to emergencyresponse requirement, must be able to respond to emergency calls within one hour of notification. Experience in electrical maintenance as an institutional or commercial electrician, and/or completion of the Virginia Apprenticeship or similar Program.

8 EQUIPMENT OPERA TOR Duties: Operate a wide variety of equipment including: excavators, front-end loaders, backhoes, dozers, delivery trucks and other equipment. Utilize equipment to excavate/transport/move material as directed.

Preferred Qualifications: Experience operating a variety of light and heavy equipment such as: all types of forklifts (~tand-up, sit down, gas, electric), scissor lifts, track hoe, excavator, hoe ram, track loader, large .forklift, large delivery truck with hydraulic components required. Must be able to operate safely and efficiently in all conditions including in steep terrain and in adverse weather conditions.

9 ADMINISTRATIVE ASSISTANT Duties: Provide clerical support to the assigned area. Responsibilities will include, but may,not be limited to reception, mail distribution, records management, preparing various correspondence, appointment scheduling, travel coordination, etc.

Preferred Qualifications: Education and/or experience in secretarial, administrative or business related field. Ability to work independently and make decisions necessary to keep the offi~e running efficiently. Ability and willingness to initiate needed functions without close supervision. Ability to communicate effectively, exercising tact, discretion, and diplomacy in dealing with a large number of diverse people from outside the office as well as internal personnel. Ability to interpret policies and procedures. PC skills such as Word, Excel, PowerPoint. Must be highly organized in approach to tasks. ·

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10 FARM WORKER Duties: Provide assistance and general support in all aspects related to operation of farm. May include feeding/watering animals, gathering supplies, moving/preparing materials, grounds work including digging, shoveling, planting, irrigation, etc. Other duties as assigned.

Preferred-Qualifications: Knowledge offarm operation basic tools helpful. Ability to lift up to 100 lbs. Ability and willingness to work around large animals.

U FISCAL TECHNICIAN Duties: Process invoices, reconcile accounts, and perform other fiscal duties to support assigned area/department. Perform data.entry, search, and retrieve information from applicable systems. Prepare financial reports, research issues, process journal transfers, and provide support to financial analyses.

Preferred Qualifications: Experience in a fiscal position in an accounts receivable/accounts .payable division or other accounting-related office setting. Post-high school coursework in bookkeeping/accounting, advance degree, or professional certificate preferred. Experience with financial databases to include data entry, search, and retrieval. . Extremely accurate data entry and recordkeeping skills. Proficiency using computers in an office environment. Excellent customer service and communications skills. The ability to prioritize work and-meet deadlines in a high­volume, multi-task environment.

13 FOOD SERVICE WORKER Duties: Cook/grill all production to specifications. Serve and restock food. Report product problems to i:nanagement and chef/kitchen staff. Stock items daily (utensils, plates, paper goods). Maintain sanitation and shop cleanliness at all times {serving lines, doors, glass, countertops, walls, counters, warmers, coolers,refrigerators, sweep/mop floors, and other service equipment). Break down/clean equipment per manual. May assist with cooldng/grilling as needed.

Preferred·Qualifications: Experience in fast-food or large multi-menu food service facility. Basic math and excellent communication skills. Knowledge ofbasic sanitation procedures as per food (storage, ~andling, temperatures-hot and cold), preparation and presentation. Knowledge and use of general and commercial kitchen equipment (stoves, grills, warmers, knives, fryers, woks, steam tables, refrigerators, etc.). Ability to work with little or no supervision.

14 GENERAL LABORER Duties: Provide general support and assistance to mechanics, trades workers and other general personnel. Responsibilities may .include gathering supplies, moving/preparing materials, grounds work including digging, shoveling, lawn care, etc.

Preferred Qualifications: .Knowledge of trades and grounds.work and tools helpful. Ability to lift up to 100 lbs. Some experience in one or more trades (carpentry, painting, electrical, masonry) helpful.

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15 GRAPffiC ARTIST Duties: Produce designs and layouts to meet defined marketing requirements. Implement graphics design requirements as assigned to meet the defined visual "look, feel and appeal". Provide production and support for senior designers, including preparing comprehensive design prototypes for client approval, mounting posters, providing layout and text revisions, designing charts and graphs, and archiving final files to CDs or other media.

Preferred Qualifications: Bachelor's degree in graphics design or equivalentrelated experience. Knowledge of graphic design concepts and printing production, including digital page makeup, image scanning, digital photo manipulation, color separation production, and pre-press preparation of files. Comprehensive knowledge of desktop design and publishing processes on t~e Macintosh platform and command of related software, including InDesign, PageMaker, Freehand,. Photoshop, Microsoft Word, and other related applications.

16 GROUNDS WORKER Duties: To support the Grounds Department in the installation and maintenance operations of the university grounds. This includes but is not limited to tree/shrubbery pruning; tree and shrub removal; landscaping; preventative maintenance ofequipment; snow/ice removal; and other duties as assigned.

. I

Preferred Qualifications: Ability to safely operate all equipment including but not limited to chainsaws, power hedge trimmer, and hand tools. Some basic knowledge of preventative maintenance on equipment. Ability to perform required duties safely in a densely populated area. Ability to work in a variety of weather c<:mditions. Ability to prune trees and shrubs correctly. Ability to work with a variety of chemicals used in grounds keeping including insecticides, fertilizers, grass/weed killers, etc.

17 HOUSEKEEPING WORKER Duties: General housekeeping duties to include, but not limited to; trash removal, floor maintenance, cleaning of one or more of the following: hotel guest rooms, classrooms, offices, labs, stairwells,.Iocker rooms, and other public areas as assigned.

Preferred Qualifications: Ability to follow simple instructions. Ability to perform a variety of cleaning tasks. Ability ·to stand on-feet for extended periods of time, climb stairs and lift up to 35 lbs.

18 General Laborer/Special Projects Crew Provide service to residents by delivering, removing, placing, storing and/or repairing furnishings in resident halls. Responsible for the care and handling of housekeeping supplies, equipment, and assigned keys. May be required to drive truck/van to haul scrap material for disposal at public landfill or other areas of disposal such as hoppers for recyclirig of wood and metal and other recyclable materials. Follow all health and safety rules and procedures. May be required to perform duties adjacent to buildings such as removing snow and ice from entranceways and sidewalks, raking leaves, gathering trash from grounds and sweeping sidewalks. Assist in.preparation for special events and other work at the direction of the Housekeeping Supervisor.

Preferred Qualifications: Previous experience such as: furniture repair; moving large, bulky, heavy objects; and inventory and storage. Must have excellent customer service and communication skills for interaction with employees, students and visitors at a large university campus. Experience in cleaning of institutional, domestic or commercial areas and use and care of manual and electrically powered cleaning equipment preferred.

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20 LABORATORY TECHNICIAN Duties: Provide routine to moderately complex technical lab support for a research facility. Collect, analyze, and process laboratory samples. Perform a variety of tests, using both routine and special techniques and methods. May assist in report writing. Set up equipment and materials for course instruction. Perform routine library work, including finding literature and copying articles.

Preferred Qualifications: Degree in related field or related experience. Knowledge of common laboratory equipment such as autoclaves, balances, pH meters, microscopes and spectrophotometers. Ability to accurately prepare media, solutions and reagents used in teaching laboratories. Thorough knowledge of basic laboratory principles and procedures, laboratory safety guidelines and analytical instrumentation. Ability to work independently and to copununicate effectively.

21 MECHANIC Duties: Perform basic troubleshooting, repair and preventative maintenance on a wide variety of equipment, tools, engines, machines and other mechanically fimctioning equipment.

Preferred Qualifications: Journey~level experience in maintenance, repair, or one of the trades. Commercial Driver's License desirable. Ability to safely, frequently, and independently move up to 50 lbs. Ability to climb and work from ladders and scaffolds. Overtime may be required.

22 OFFICE CLERK Duties: Provide clerical and administrative support. Duties include answering phones, message delivery, scheduling meetings, ordering supplies, processing mail, issuing uniforms, copying, typing, and filing. Organize time cards and enter wage and student wage data into Banner. Prepare daily deposits and cash log. Maintain bulletin boards and pleasant office appearance. Receive visitors and employees in a courteous manner and ensure customer satisfaction.

Preferred Qualifications: Previous office administration experience with evidence ofreceptionist duties, processipg mail, copying, typing, filing, cash handling and related paperwork, hi,mdling receipts and invoices, timecatds, and/or data entry. Strong bookkeeping and word processing skills with emphasis on efficiency, accuracy, and organization. Demonstrated knowledge of computers such as Windows 2000/NT, Microsoft Office, and Outlook.

23 PAINTER Duties: Apply paints, stains, and varnishes to interior and exterior surfaces, including all tasks needed for surface preparation. Use ladders and scaffolds to gain access to work areas. Use all needed tools (brushes, rollers, spray guns) in a proficient manner. Install window glass and signs. Other duties as assigned.

Preferred Qualifications: Journey-level experience in commercial and/or residential painting. Candidate should be able to perform routine institutional painting tasks. Ability to safely, frequently, and independently move up to 50 lbs. Ability to climb and work from ladders and scaffolds. Overtime may be required.

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26 PROGRAMMER Duties: As directed, assist in the conduct of the analyses, design and implementation of software/systems technical support and operating system capabilities. Assist in coding and maintaining utilities, job control language, compilers and system software of a routine nature. Modify, maintain and update existing software of a standard nature. Review potential applications and interfaces of hardware and software. Prepare elemental feasibility studies to evaluate requirements for new or revised systems software. Participate in the design of detailed systems design specifications to meet defined requirements. Conduct tests of revised or newly developed systems software to collect operating data and identify operating characteristics.

Preferred Qualifications: Bachelor's degree in Computer Science or a related field or equivalent experience; experience with systems/software programming activities in a business environment. Working knowledge of a high level or machine level language is preferred.

27 Help Desk Technician Duties: Provide first level technical assistance to computer users. Answer questions or resolve computer problems for clients in person, or via telephone or electronically. May provide assistance concerning the use of computer hardware and software, including printing, installation, word processing, electronic mail, and operating systems.

Preferred Qualifications: bachelor's degree in information technology or related training and experience in documentation, troubleshooting, and current office software.

30 IT Security Analyst Duties: plan and carry out security measures to protect a department's computer networks and systems.

Preferred Qualifications: bachelor's degree in information technology or related training and experience in network and systems security, cyber security,. or related fields

31 Systems Analyst Duties: design information systems solutions to help a department operated more efficiently and effectively.

Preferred Qualifications: bachelor's degree in information technology or BIT or related training and experience in desiening business solutions, understanding clients business needs, and good communi6ation skills.

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28 SECURITY GUARD Duties: Provide security for university buildings/facilities as assigned by locking and W1locking them at prescribed times and to report security deficiencies and unauthorized activity. Operate a motor vehicle and support the Police department in the prevention and detection of criminal activity and providing an orderly environment in support of the university mission.

Preferred Qualifications: Must be able to walk a considerable amount of time in performance of duties including up/down stairs, ladders, etc. Must be able to meet and effectively deal with the public on all matters concerning security issues. Must be able to deal with an often-irate clientele. Must be able to work in adverse weather conditions, days, nights, and we{!kends. Must be able to work overtime wh~n required. Must have a valid driver's license. Must pass a criminal conviction check. Familiarity with the Virginia Tech campus, streets, and parking areas helpful. Experience with mobile radio and computer highly desired.

29 TRADES WORKER Duties: Provide general repair, preventative maintenance and support services. Responsibilities may include general m,!intenance including carpentry, painting, plumbing, electrical, and mechanical systems.

Preferred Qualifications: Knowledge of trades and grounds work and tools required. Ability to lift up to 100 lbs. Work experience in one or more trades (carpentry, painting, electrical, masonry).

30 FOOD SERVICE ASSIST ANT/Server Duties: Provide food service to customers with a high level of customer satisfaction. Take customer orders and deliver meals to customers while ensuring a clean, safe and sanitary environment for employees and customers.

Preferred Qualifications: Excellent customer relations and communication skills; some knowledge of general safety rules and sanitation in food handling. Requires the ability to handle money, operate a cash register, and complete related reports with a, high degree of accuracy.

31 WAREHOUSE WORKER Duties: Provide a full range of warehouse functions including receiving, shipping, filling requisitions, issuing, ordering, inventorying, storing products, supplies and equipment. Provide pick-up and delivery services. Perform duties in a manner consistent with established safety and security standards and procedures.

Preferred Qualifications: Previous experience in and knowledge of a stockroom/warehouse, shipping and receiving, and in ve9tory procedures. Ability to obtain certification in operating equipment, such as forklifts, pallet jacks, and hand trucks. Ability to communicate and work quickly and efficiently. Ability to lift, handle, and transport up to 100 lbs.

3~ WEB DESIGNER Duties: Produce design and layout for a variety of web site applications. Recommend techniques and treatments which support the visual "look, feel and appeal" graphics design concepts of the site. Create a:nd manipulate web graphics to optimized palette, size, speed, navigation, structure and web page layout. Plan and design functional interfaces. Coordinate with marketing, web content and web technical staff to define graphics requirements that complement overall functionality and purpose of the web site.

Preferred Qualifications: Education and/or equivalent level of training in Journalism, Communications, Design or similar field. Demonstrated expertise -in current internet standards, including web browsers and browser specifications. Excellent web design skills and experience managing web site content using various web content management and word processing software. Practical experience in writing and editing for electronic media. Strong communication skills and a meticulous attention to detail. Experience developing projects that combine HTML, CSS, and PHP 'Or similar. Proficiency with software such as Macromedia Dreamweaver; Adobe Acrobat, Adobe Photoshop, QuickTime, ReaIMedia, Microsoft Word, Macromedia Captivate and Microsoft PowerPoint. Experience designing and.,creating brochures helpful.

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ADDENDUM# 1 TO RFP # 0052050

VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIVERSITY (Virginia Tech).

DATE

Wednesday, August 16, 2017

Procurement Department (MC 0333) North End Center, Suite 2100

300 Turner Street NW Blacksburg, Virginia 24:061

ORIGINAL DUE DATE AND HOUR

Wednesday, AuQust 30, 2017, 3:00 pm

ADDRESS ALL INQUIRIES AND CORRESPONDENCE TO: Kimberly Dulan~y, Assistant Director E-MAIL ADDRESS: kdulane@vt.edu TELEP~ONE NUMBER (540) 231-8543 FAX NUMBER (540) 231-9628 AFTER HOUR1MESSAGES (540) 23.1-6221

Temporary Employment Services

1. The following questions have arisen as a result of the aforementioned RFP;

Question 1. Would the positions in this RFP include temporary medical professionals? Such as Physicians, Nurse Practitioners or Physician Assistants?

Virginia Tech.Answer: It may, but on a limited basis. We do have a student medical facility, a veterinary medical facility, and a School of Medicine on campus.

Question 2. Please provide the last time this contract was awarded and pricing at time of award Renewals awarded with subsequent pricing, if any, current incumbents, current pricing, including structure and pay rates

Virginia Tech Answer: Contracts were awarded to four vendors. Those contracts are available for review on the VASCUPP Contracts Website: https://vascupp. org/contracts. php Enter "Temporary Employment" in the Contract Title field and click on Virginia Tech in the Institution pull down, and then click on Search. The four contracts will be listed. By clicking on the blue sheet link, you will be directed to the contract on the Virginia Tech Procurement website. The contract will contain all information.

Question 3. What was the spend on this category last year, by job classification, if possible

Virginia Tech Answer~ 2016-2017 spend was approximately $91,000. This amount will vary depending on department needs from year to year.

Question 4. Are vendors reqµired to respond to all positions listed in Attachment D, or can we choose which positions we would like to respond too?

Virginia Tech Answer: Vendors are encouraged to respond to areas that represent their strengths.

Question 5. If Vendors are allowed to choose, is there a minimum number of positions we must bid on?

Virginia Tech Answer: There is not minimum. Vendors should explain their area of expertise in the proposal.

Question 6. Will bidding on less than the full amount of positions negatively affect our chances of winning?

Virginia Tech Answer: All proposals will be considered based on what is in the best interest of the uri\versity.

Question 7. How many temporary procurement contractors did Virginia Tech request during the past year? Can this be broken down by each of the 32 positions listed in the solicitation or by categories?

Virginia Tech Answer: No 'specific number was requested. A total of four contracts were awarded. Most vendors were able to address approximately 80% of the position categories. However, if a vendor specializes in Information Technology, we would not expect them to also provide warehouse and trade positions.

Question 8. What is the average or typical duration of assignment for a temporary contractor?

Virginia Tech Answer: The typical duration varies based on the department's needs.

Question 9. What is the required response time from when Virginia Tech makes a request for a temporary contractor to when a vendor is expected provide candidates?

Virginia Tech Answer: We do not have a specific requirement, but hope that mos;! vendors can supply a candidate within 48 hours of the request. Obviously, some requests may be needed sooner and other requests may take additional time. We expect vendors to be responsive to the university requests.

Question 10. What is Virginia Tech's process for requesting candidates from multiple vendors?

Virginia Tech Answer: The hiring department can contact.any of the vendors. The priority of request may be determined by items such as price, quality of previous candidates, customer service prcivided by vendor, previous success stories, etc.

Question 11. Are job requests released to all vendors? Are requests made to one vendor on a rotating basis? Is competition open to all vendors who submit qualified candidates? ·

Virginia Tech Answer: Contracts are posted and open to all campus departments. Departments work with vendors to determine which company best suits their needs. Pricing information is posted, so competition for each position is not required once contracts are in place.

Virginia Tech has the option of accessing VASCUPP contracts in addition to the contracts we award that speak specifically to .the needs of the university. Vendors should note that they have an existing VASCUPP contract.

Question 12. During the past year, what are the locations where work was performed?

Virginia Tech Answer: Locations varied, however, most positions were on the Blacksburg campus.

Question 13. What is the annual budget over the term of the new contract?

Virginia Tech Answer: This cannot be determined as temporary positions are acquired on an as-needed basis.

Question 14. How many temporary employees are currently utilized?

Virginia Tech Answer: We will not be providing this information. You may contact our current vendors for information or reports they may provide.

Question 15. How many temporary employees will work per category?

Virginia Tech Answer: Unknown, temporary employees are on an as-needed basis.

Question 16. What is the estimated need of hours per week for temp staff?

Virginia Tech Answer: Unknown, temporary employees are on an as-needed basis.

Question 17. Will this contract require the pay rolling of current employees?

Virginia Tech Answer: No, current employees may continue with their current vendor until their position expires.

Question 18. Are there any subcontracting goals/requirements for this contract?

Virginia Tech Answer: Please see the answer to question 37 regarding SWaM reporting.

Question 19. Are vendors required to have a local office or.will out-of-state vendors be considered?

Virginia Tech Answer: As stated in the RFP, it.is preferred that vendors have a local office in Blacksburg, Virginia

Question 20. Is Virginia state business registration required?

Virginia Tech Answer: Please be familiar with the rules and regulations for doing business with the Commonwealth. There are some areas that require specific licenses and certain statutes that apply. More information can be found at the Virginia.Gov website; https://www.virqinia.gov/business/

Question 21. What is the amount of the eVA transaction fee? How is the transaction fee figured? Are. there additional fees associated with Ariba? If so, what are the fees?

Virginia Tech Answer: eVA fees and information can be found on the eVA website or at this link: https://dgs.virqinia.gov/qlobalassets/business-units/dps/documents/billing/Current-eVA-Fees-Effective-07-01-2014.pdf

Question 22. What are your drug screening requirements, if any?

Virginia Tech Answer: Positions such as Police Officer, Pilot, and Drivers with a CDL are required to undergo drug screening (pre-employment, random, suspicion, post-accident).

Question 23. Will you agree to XXXX's standard f'.20 temporary-to-hire hours instead of having the option to hire a temporary associate after 720 hours have been worked, with no fee? If you feel that our temporary , associate is a good fit for your business and want to make an offer of employment before the 720 hours have been worked, we will charge a conversion fee-based on the associate's salary and number of hours worked-to roll the associate onto your payroll.

Virginia Tech Answer: Terms will be discussed during any negotiations phase with the fin111ists before a contract is awarded,

Question 24. Does "Item 2, .Rates", under Section VII. Specific Requirements refer to positions listed in Attachment D, Position Classifications listed in Attachment D, correct?

Virginia Tech Answer: Yes

Question 25. For Proposal Preparation, As long as we organize our proposal in the order in which the requirements are presented in the RFP, may we use our own template?

Virginia Tech Answer: Yes

Question 26. For Proposal Preparation, may we spiral bind each copy of the proposal or do you require 3-ring binders?

Virginia Tech Answer: You may spiral bind

Question 27. Are Terms and Conditions negotiable?

Virginia Tech Answer: The vendor should note any exceptions to the terms and conditions outlined in the solicitation in the proposal. Any exceptions will be negotiated and reviewed by VT Legal.

Question 28. Will any of this work will be considered construction work (at new building sites or remodels)?

Virginia Tech Answer: Some work may be trades related and could include remodeling and/or renovations. However, it most likely will not include new building construction (most of this work is contracted out).

Question 29. Where will temporary employees be operating heavy equipment?

Virginia Tech Answer: Heavy equipment operators may work in our maintenance area, moving & hauling, quarry, electrical services, or more. ~

Question 30. On the General Information Form, for the "Company Information/Signature" form, which contact name is Virginia Tech looking for? Is this the billing/remittance contact or the account contact?

Virginia Tech Answer: The contact person with whom we will be dealing with during any contact negotiations. It is important that the person responsible for binding the company sign the General Information Form as this will be considered a part of any contract document.

Question 31. Will an email suffice for the purchase order address? We prefer all purchase orders be emailed to us.

Virginia Tech Answer: We will need a physical address in this field. The manner of delivery will be addressed during any contract negotiations should a contract be awarded.

Question 32. How many suppliers will Virginia Tech be selecting?

Virginia Tech Answer: This is unknown.

Question 33. Will Virginia Tech select niche suppliers (i.e. IT staffing suppliers) that can only fulfill some of the roles outlined in Attachment D of the RFP?

Virginia Tech Answer: Most likely, yes, depending on the types of vendors that respond.

Question 34. Does Virginia Tech want us to respond to each statement in the Statement of Needs confirming that we can meet each need?

Virginia Tech Answer: Yes, that will be helpful to the committee reviewing the submissions.

Question 35. Please clarify "Describe the typical turn-around time for confirming the availability of a temporary placement?" Are you looking for the time it takes us to find and submit a qualified candidate to Virginia Tech or the time it takes to confirm acceptance once an offer has been made?

Virginia Tech Answer: Describe the time that it takes to submit a qualified candidate that is ready and available to work.

Question 36. Can any of our four references be from Virginia Tech?.

Virginia Tech Answer: Yes, but we expect external references to also be provided.

Question 37. Does Virginia Tech have any specific SWaM spend goals you are trying to meet?

Virginia Tech Answer: The Commonwealth of Virginia has goals of 42% on SWaM spend. Although Virginia Tech constantly strives to increase our SWaM goals, we fall short. Our current aspirational goal is at least 28%. We ask all vendors to participate in level two reporting when feasible.

Question 38. Can Virginia Tech provide more specific job descriptions or more information such as years of experience that will help us correctly price the roles in Job Classifications? Specifically, can you supply more information on the "Programmer?" What programming language(s) are required for this position? Would you like us to include rates for Junior, Mid-level, and Senior personnel?

Virginia Tech Answer: You can submit junior, mid-level, and senior rates if it is helpful. The descriptions are very generic because we do not know what will be needed and when. Programming requirements are not consistent across departments. Research needs may require a variety of qualifications.

Question 39. Is there a list of barrier crimes by hiring department?

Virginia Tech Answer: No. We consider how relevant, how recent, and how related a conviction is to the job. We must consider the type of environment we work in and the access to young students. Any convictions related to assault, sexual conduct, violence, etc. are of concern. Anythins related to 'distribution of drugs' is of concern. A pattern of unrelated convictions may also indicate someone who should not be working in this type of environment. However, convictions are always reviewed on a case-by-case situation depending on the job type, work location, and other factors identified above.

Question 40. Is the $9.25 / hr. compensation minimum for the temporary worker or for the hiring department?

Virginia Tech Answer: The $9.25 minimum is for the employee.

Question 41. What is the cost of a parking permit per personal vehicle and per multi-passenger van?

Virginia Tech Answer: Parking information ~nd costs can be found online at www.parking.vt.edu/permits/pricing.html. Some job types may qualify for remote parking at $30/year.

2. No further questions will be accepted for this solicitation.

3. All other terms, conditions and descriptions remain the same.

4. The due date and hour remains Wednesday, August 30, 2017 at 3:00 p.m.

I acknowledge that I ~ave read and understand this addendum in its entirety.

Signature Date

Revised 07/01/2017

• August 22, 2017

Prepared for:

Virginia Tech Temporary Employment Services RFP 0052050

Due Date 8/30/17 Due Time 3:00

,,,,, Manpower"

Table of Contents

1. General Information Form and addenda, if any, signed and filled out as required . ....... 3

2. Plan for providing temporary employment services: ..... .................................................. 3

3. Rates: ................................................................................................................................... 5

4. Qualifications/Experience: ............................................................. .. ................................ 11

5. References: ....................................................................................................................... 12

6. Small, Women-owned and Minority-owned Business (SWAM) Utilization: ................... 14

2

RFP 0052050 GENERAL INFORMATION FORM

QUESTIONS: All inquiries for information regarding this solicitation should be directed to: Kimberly Dulaney, Assistant Director & Contracts Manager, Phone: (540) 231.-8543 e-mail: Kdulane@vt.edu

DUE DATE: Proposals will be received until Wednesday, August 30, 2017 at 3:00 PM. Failure to submit proposals to the correct location by the designated date and hour will result in disqualification.

ADDRESS: Proposals should be mailed or hand delivered to: Virginia Polytechnic Institute and State University (Virginia Tech), Procurement Department (MC 0333) North End Center, Suite 2100, 300 Turner Street NW, Blacksburg, Virginia 24061. Reference the due date and hour, and RFP Number in the lower left comer of the return envelope or package.

Please note that USPS is delivered to a central location and is not delivered directly to Procurement. Allow extra time if sending proposal via USPS. It is the vendor's responsibility to ensure proposals are received in the Procurement office at the appropriate date and time for consideration.

TYPE OF BUSINESS: (Please check all applicable classifications). If your classification is certified by the Virginia Department of Small Business and Supplier Diversity (SBSD), provide your certification number. For assistance with SWaM certification, visit the SBSD website at http:/fsbsd.virqinia.gov/.

_X_Large

SmaU business - An independently owned and operated business which, together with affiliates, has 250 or fewer employees or average annual gross receipts of $1 O million or Jess averaged over the previous three years. Commonwealth of Virginia Department of Small Business and Supplier Diversity (SBSD) certified women-owned and minority-owned business shall also be considered small business when they have received SBSD small business certification.

Women-owned business -A business concern that is at least 51% owned by one or more women who are U. S. citizens or legal resident aliens, or in .the case of a corporation, partnership, or limited liability company or other entity, at least 51 % of the equity ownership interest is owned by one or more women who are citizens of the United States or non-citizens who are in full compliance with the United States immigration Jaw, and both the management and daily business operations are controlled by one or more women who are U. S. citizens or legal resident aliens.

Minority-owned business - A business concern that is at least 51% owned by one or more minority individuals (see Section 2.2-1401, Code of Virginia) or in the case of a corporation, partnership, or limited liability company or other entity, at least 51 % of the equity ownership interest in the corporation, partnership, or limited liability company or other entity is owned by one or more minority individuals and both the management and daily business operations are controlled by one or more minority individuals.

COMPANY INFORMATION/SIGNATURE: In compliance with this Request For Proposal and to all the conditions imposed therein and hereby incorporated by reference, the undersigned offers and agrees to furnish the goods or services in accordance with the attached signed proposal and as mutually agreed upon by subsequent negotiation.

FULL LEGAL NAME (PR!Nn (Company name as it appears with your Federal Taxpayer Number) ·

Man ower: Group US, Inc BUSINESS NAME/OBA NAME/TA NAME Manpower

PURCHASE ORDER ADDRESS 4760 Valley View Blvd., #10 Roanoke, Va 24012

CONTACT NAME/TITLE (PRINT) Richard Mann/Glient Account Manager

FEDERAL TAXPAYER NUMBER (ID#)

BILLING NAME Manpower

PAYMENT ADDRESS 21271 Network Place Chicago, IL 60673-1212

E-MAIL ADDRESS Richard. mann@manpo wer.com

TELEPHONE NUMBER

TOLL FREE TELEPHONE FAX NUMBER TO

540-354-6257 NUMBER RECEIVE

E-PROCUREMENT ORDERS 540-518-9169

Is any member of the firm an employee of the Commonwealth of Virginia who has a personal interest in this contract pursuant to the Code of Virginia, 2.2 - 3102 - 3112

YES ____ _ NO ____ X _____ _

SIGNATURE_~~----=--~~------ Date: ..--!::l:..._1 --c-f~--/-='].__ __ _

Revised 07/01/2017

3

Question 36. Can any of our four references be from Virginia Tech?

Virginia Tech Answer: Yes, but we expect external references to also be provided.

Question 37. Does Virginia Tech ~ave any specific SWaM spend goals you are trying to meet?

Virginia Tech Answer: The Commonwealth of Virginia has goals of42% on SWaM spend. Although Virginia Tech constantly strives to. increase our SWaM goals, we fall short. Our current aspirational goal is at least 28%. We ask all vendors to participate in level two reporting when feasible.

Question 38. Can Virginia Tech provide more specific job descriptions or more information such as years of experience that will help us correctly price the roles in Job Classifications? Specifically, can you supply more information on .the "Programmer?" What programming language(s) are required for this position? Would you like us to include rates for Junior, Mid-level, and Senior personnel?

Virginia Tech Answer: You .can submit junior, mid-level, and senior rates if it is helpful. The descriptions are very generic because we do not know what will be needed and when. Programming requirements are not consistent across departments. Research needs may require a variety of qualifications.

Question 39. Is there a list of barrier crimes by hiring department?

Virginia Tech Answer: No. We consider how relevant, how recent, and how related a conviction is to the job. We must consider the .type of environment we work in and the access to young students. Any convictions related to assault, sexual conduct, violence, etc. are of concern. Anything related to 'distribution. of drugs' is of concern. A pattern of unrelated convictions may also indicate someone who should not be working in this type of environment. However, convictions are always reviewed on a case-by-case situation depending on the job type, work location, and other factors identified above.

Question 40. rs the $9.25 / hr. compensation minimum for the temporary worker or for the hiring department?

Virginia Tech Answer: The $9.25 minimum is forthe employee.

Question 41. What is the cost ofa parking permit per personal vehicle and per multi-passenger van?

Virginia Tech Answer: Parking information and costs can be fourid on line at W'NW.Parkina.•Jt.edu/permifo/oricinc;.htm:. Some job types may qualify for remote parking at $30/year.

2. No further questions will be accepted for this solicitation.

3. All other terms, conditions and descriptions remain the same.

4. The due date and hour remains Wednesday, August 30, 2017 at 3:00 p.m.

I acknowledge that I have read and understand this addendum in its entirety.

~ ~ !-'-f-1¥ Signature Date

Revised 07/01/2017

B. Specific Requirements Proposals should be as thorough and detailed as possible so that Virginia Tech may properly evaluate your capabilities to provide the required services. Offerors are required to submit the following information/items as a complete proposal:

1. General Information Form and addenda, if any, signed and filled out as required.

The completed the General Information Form is attached.

VT General Info.zip

2. Plan for providing temporary employment services: a. Describe Offerors ability to provide temporary employees on the Virginia Tech campus

located in Blacksburg, Virginia as well as off-campus offices located throughout the Commonwealth of Virginia.

As shown in the ManpowerGroup Virginia Office listing attached below, Manpower and Virginia Tech are

geographically compatible. ManpowerGroup has over 20 offices in the Virginia, allowing us to service

Virginia Tech in more locations than any other employment services firm .

The printed excel spreadsheet is attached.

Manpower Virginia Offices. xlsx

Our commitment to service Virginia Tech as your primary vendor extends to every location needing

temporary services - including locations where mileage to Manpower's closest office may hinder our

ability to service efficiently. In coordination with Virginia Tech, we will identify and subcontract to suitable

vendors in those areas. As another alternative , ManpowerGroup frequently operates remote recruiting

and placement sites on a periodic basis for a customer beyond the traditional geographic reach of a

ManpowerGroup office. Also, please note that ManpowerGroup is constantly opening new offices. Any

Virginia Tech location with large temporary staffing needs can be considered for a new office.

b. Identify the location of Offerors office or offices that will service the Virginia Tech account. Manpower

355 West Main St Wytheville, Va 24382

Manpower 4760 Valley View Blvd

Roanoke, Va 24012

3

c. Describe the typical turn-around time for confirming the availability of a temporary placement.

This answer is quite different when referring to the processes of ManpowerGroup for clerical or industrial

orders or the processes of Experis. We can usually respond with candidates for clerical or industrial

orders within 1-3 days, shorter for basic skills and longer for particularly hard-to-find skills. Experis'

benchmark for submission of resumes is 48 hours after receipt of the job order, but for "hot" or hard-to­

find skill sets it can take as long as 5 days. However, ManpowerGroup will commit to a response to your request with a confirmation call within 30 minutes.

The following table illustrates approximate turnaround times for various job categories:

Service

Clerical

Contact Center

Industrial

Professional

Technical

Direct Sourcing

Approximate turnaround time

1-3 days; shorter for basic skills, longer for hard-to-find skills

1-3 days; shorter for basic skills, longer for hard-to-find skills

1-3 days; shorter for basic skills, longer for hard-to-find skills

2-3 days for resume submittal; shorter for basic skills; longer for

hard-to-find or "hot" skills.

2-3 days for resume submittal; shorter for basic skills; longer for

hard-to-find or "hot'' skills.

1-4 weeks for resume submittal; shorter for basic skills; longer for hard-to-find or "hot" skills.

d. Describe the average time-frame for placement of temporary employee into requested position.

Please refer to the graph above however our typical turnaround time from the Wytheville & Roanoke, VA

branch is 24-48hrs.

e. Identify your regular and holiday office hours. Monday-Friday 8am-5pm Manpower does observe the following 6 holidays in which case our offices are closed: New Years Day, Memorial Day, July Fourth, Labor Day, Thanksgiving and Christmas

f. Discuss Offerors willingness to assign a coordinator to handle and assist in any and all scheduling, billing and problem solving.

Valerie Crabtree, Senior Staffing Specialist- 540-381-2386

g. Describe Offerors willingness to meet periodically with the contract administrator when required to discuss all services.

Quarterly Review Meetings Quarterly review meetings are an important aspect of ongoing account management for Manpower and

our clients. Manpower continually tracks and analyzes account activity in order to pro-actively identify

areas for service level improvements and to monitor our success. Each quarter, Manpower prepares

consolidated reports to share with our clients in the quarterly review meetings. The meetings provide the

opportunity for Manpower and the client to review the previous quarter activity, to discuss program

4

enhancements that have been implemented and to identify program enhancement goals for the upcoming

quarter.

Included in the quarterly review information are specifics regarding Manpower's ability to address any

servicing concerns or program enhancements . For example, by tracking turnover Manpower is able to

identify specific end reasons and implement retention programs that will directly impact the turnover

based on our experience with the employee population. In situations where recruiting is a significant

requirement for the success of a program, Manpower develops specific recruiting plans designed to

enhance our ability to attract the required skill sets. Other topics covered in the review may include:

• Job Classification Analysis

• Top Ten Service Locations

• Top Ten Skills Provided

• Pricing Comparison

• Associate Performance Appraisals - Summary and Analysis

• Safety Appraisal Survey

• Performance Metrics

• Service History: Volume, Location and Job Description

During the implementation of a partnership with a new client, part of the process is to jointly identify the

specific servicing requirements and determine how to measure success in each area. Quarterly review

meetings provide the opportunity for Manpower and our clients to closely monitor the success of the

program and to work toward continuous program improvement goals.

3. Rates: a. Identify recommended hourly and over-time rates for the position classifications listed in

Attachment C. Please see Virginia Tech Rate Sheet attached.

QI Virginia Tech Pay_Bill Rates (5).zip

b. Provide a plan for adjusting rates during the initial contract period and subsequent contract renewals.

Manpower reserves the right to modify the rates set forth in proportion to any legislatively mandated fees imposed by an agency of the state or federal government. which may be required by federal. state, or

local law such as FICA, FUTA, and State Unemployment Tax. The modification commences upon the effective date of such new or increased cost. Changes include any new or increased cost associated with

the passage of a federal or state law mandating any wage increase or benefits for associates.

c. Describe record keeping process that identifies the hours worked by the temporary employee.

Manpower's Direct Time The convenient, secure and simple way to handle time submittal

5

To provide significant time savings for Virginia Tech managers. associates, and minimize billing errors, Manpower has developed a cutting-edge time capture tool called Direct Time. Direct T ime is Manpower's

method of time capture to track and report the hours and days our associates work. Each week, Manpower's U.S. operations process more than 40,000 timeslips via Manpower Direct Time with positive and highly favorable results for all sides:

• Client supervisors appreciate the convenient, secure way Direct Time allows them to approve

hours and money expenses for our associates through a website.

• Associates like how easy it is to log hours and submit time data in Direct Time - either via the web or IVR telephone technology.

Our industry-leading timekeeping tool, built on proven time and expense reporting technology called PeopleNet, saves client time and makes the process much more simple and efficient:

• Time Savings - The automated tool captures the time and non-receiptable expense data {per diems. mileage, tolls) allowing the client to review all timeslips online. The client supervisor has

the opportunity to approve or reject each timeslip individually , or as a group if large number of associates are involved. The latter option still allows the client supervisor to drill down to examine

details and comments of individual timeslips.

• Process efficiencies - The tool's e-mail notifications automatically alert client supervisors when timeslips need to be reviewed. Approved timeslips are quickly transmitted to Manpower's payroll

centers for processing. Rejected timeslips are routed back for correction and resubmittal - again,

automatically accompanied with an e-mail notification.

A few hours exploring this tool now undoubtedly will save countless hours in the future. Let Manpower

arrange a demonstration of PeopleNet to show you first hand the host of benefits you can experience with

this automated time reporting system

d. Describe billing process.

Billing/Invoicing - Overview Critical information when you need it - the way you want it.

ManpowerGroup makes the billing/invoicing process easy and efficient to allow our clients to make

intelligent choices that affect the way they do business.

Process The billing process begins with the time slips that each associate completes and gets signed by their

Virginia Tech supervisor or from the data we receive electronically from an on-site electronic timekeeping system. ManpowerGroup operates two Support Centers in Louisville and Dallas for ManpowerGroup and

one Support Center in Phoenix for Experis to process payroll and billing information into the

ManpowerGroup pay-bill system.

ManpowerGroup's associates receive their direct deposits or paychecks weekly, regardless of the client's

invoicing schedule; however all Experis consultants are paid every other week. As part of our Sarbanes-

6

Oxley compliance, we must ensure that we maintain adequate financial control over our payroll process.

Direct Deposit 1s the primary method of payment, for those not enrolled in direct deposit paper paychecks

are ma1led directly to our associates from the regional payroll center. ManpowerGroup offers direct

deposit to all of its associates and provides an alternative Visa payroll card for those associates who do

not maintain an individual bank account.

The majority of our clients receive invoices on a weekly cycle. - Although custom invoice cycles can be

negotiated and considered in pricing. Invoices are processed by the ManpowerGroup system on

Wednesday evening, printed on Thursday, and mailed or sent electronically (preferred delivery method is

electronic or emailed) to our clients. Invoices can be consolidated and directed to one location or

distributed to a number of locations. depending on each client's needs.

There are a number of billing options and arrangements for Virg inia Tech to consider as we form this

alliance

Customized Invoicing

If Virginia Tech requires a special format or specific information on the invoice, we will work closely with

your representatives during implementation to ensure compatibility.

To implement the customization smoothly, we will review with the clients the additional data required, the

size of each data item, whether the data is constant or changes often, and the presentation preferences

for the data (i.e. breaking and/or subtotaling by expense code or department). Once ManpowerGroup and

the client agree upon formats and requirements that are most appropriate to the client's objectives,

ManpowerGroup will implement the customized invoice process. We can produce custom invoices

weekly or monthly.

Consolidated Invoicing The convenience of reviewing one invoice that includes all Virginia Tech locations throughout the country

can save you time and can allow you to further monitor associate activity and control spend if necessary.

Transmitted electronically through Electronic Data Interchange to one source - as opposed to multiple sources handling and processing multiple invoices - consolidated invoicing can save Virginia Tech

money by eliminating efforts by many to review and settle multiple statements.

When our clients require consolidated invoicing, we identify all client locations that are included in the

Virginia Tech agreement. We then perform a site match to indicate which ManpowerGroup offices will service these various locations. Corporately, we assign the Virginia Tech business a unique billing key

and instruct all ManpowerGroup offices that service the account to use that unique billing key for every

order Smee all Virginia Tech orders have that unique billing key, we consolidate the information into one

report based on the frequency you request

Delivery Options To accommodate our client's requirements. ManpowerGroup can deliver inv01ces in the following formats·

Invoice Formats

7

MS Excel Flat file

Adobe.pdf

Web uploads

Comma Delimited Text file

EDI XML

Our comprehensive invoicing system can consolidate your staffing invoice data for all locations and for all

vendors participating in the program. One invoice can contain detailed billing information for our services, as well as all subcontractor associates. Our system also allows us to consolidate and break invoicing by specific client information, such as PO Number, Division, Cost Center, etc.

Currently, all invoicing for the Experis is separate and delivered via paper. Please discuss any custom needs with your invoicing representative.

Confidential and Secure ManpowerGroup considers each client's individual needs and objectives to determine the most effective method to deliver invoicing. If a client requests invoicing via e-mail attachments, but would like to have

the e-mail encrypted, we will work with our Web Solutions department to arrange this level of security. For EDI invoicing, most client file transmissions are sent directly to a VAN , which secures the data prior to sending to the client's designated mailbox address.

e. Outline procedures for providing background screenings and identify any additional fees associated with this process.

Background Checks Helping to make smart hiring decisions

Today more than ever, companies have made it a priority to ensure a safe and secure work environment. Verifying an associate's identification and credentia ls is an integral part in making smart hiring decisions that affect the workplace

ManpowerGroup realizes this step in the screening process is essential and takes very seriously our responsibility to thoroughly examine an associate's background before the start of an assignment. ManpowerGroup conducts the following background checks as appropriate:

U.S. Employment Eligibility Verification

As the legal employer, we verify identity and U.S. employment eligibility for every associate and complete all necessary documentation as

required by federal law, including the Form 1-9.

Work History Verification

ManpowerGroup checks an applicant's work references by contacting former employers by phone or fax. For legal reasons, ManpowerGroup obtains the applicant's written consent for the release of this information.

Supplemental Background Checks

8

.'° \ In addition to the routine background checks noted earlier, l\llanpowerGroup is prepared to match the '--,

background checking requirements Virginia Tech uses to screen your permanent hires. ManpowerGroup

has teamed with a national background screening firm Sterling and Assurant to meet virtually any screening requirement Virginia Tech may have.

The cost of background checks are included in the mark up.

The following chart summarizes the most common supplemental background checks we can administer upon request:

Drug Screening

ManpowerGroup's standard drug screen is a six­

panel, oral fluid test conducted in the

ManpowerGroup office. There is also a 10-panel oral fluid test available. ManpowerGroup can also test our

associates with a five- or ten-panel urine test, as

requested, to ensure that our associates meet your

drug-free standards. The labs used for drug

screenings are SAMHSA certified labs.

Review of Department of Motor Vehicle Records

ManpowerGroup can examine an applicant's driving

history, by state, to determine the current status of

that individual's driver's license. This review reveals

any driving violations, convictions, or accidents for

the period of.time available from a.state's repository

of motor vehicle records. Some out of pocket access

fees may apply.

Employment History

The routine check is a formal, documented, in-depth

analysis of our associates' work history. This review

includes interviews with former employers to validate

information such as:

• Dates of employment • Salary

• Position • Reason for leaving

• Duties • Eligibility for rehire

Review of Criminal Conviction History

At the county, state or federal level, we can check

applicants for any convictions of both felony and

related misdemeanor convictions. This includes a

verification of the applicant's social security number.

Educational Record Verification

This review verifies educational information,

including academic degrees and dates of

attendance at a particular educational institution. ManpowerGroup also can verify the status of any

claimed credential or professional license.

National Credit File Check

Through the largest credit bureau in the country,

we access a full credit report. This includes

information such as payment histories, bankruptcy

proceedings, collection accounts, and civil

litigation records.

If there are any background checks or reviews that we have not included in this summary that Virginia Tech performs as part of its standard screening process, we are confident that we hold the resources to match your

requirements.

9

Cost of Background Checks/Drug Screens The rates for common checks are as follows:

Criminal Record Searches (7 yr)

Out of Pocket Type Price Ranges Fees Range Comments

Only ME, NH, NY and

VT have fees, ranging

Criminal - County $7.00 - $10.00* $7.00 - $65.00 from $15 - $65.

All States have Out of

Pocket Fees. NY is

Criminal - Statewide $6.00 - $9.00* $3.00 - $65.00 $65.

Criminal - Federal $5.00 - $8.00* none

same as County &

KwikScreen (nat'I database)** $4.00 - $7.00 State

Sex Offender Registry $1 .00 - $2.00 N/A * Costs are for each name search run by county, by state, and/or by federal

Additional costs may be incurred due to court access fees, state registry fees, copies of dockets, etc.

** Validation costs may apply to confirm/exclude possible hits -

Cost is per name searched (10 year searches are higher costs)

Out of Pocket

Type Price Ranges Fees Range Comments

About 25% of all Education Verification educational institutions

Highest level completed $8.00 - 10.00 $5 - $15 / school now assess out of

pocket fees. **

Turnaround time is 3-4

days, but could take

longer during school

H.S. + highest level attended $16.00 - 19.00 $5 - $15 I school breaks.

All levels verified $8.00 - 25.00 $5 - $15 / school

Out of Pocket Type Price Ranges Fees Range Comments

Employment Verification About 60% of all

1 employer $8.00 - 10.00* $13 - $32 temp employers now assess

2 employers $16.00-$18.00* $13 - $32 /emp out of pocket fees.

**Turnaround time is 2 -

3 days, but could take

3 employers $24.00-$27.00* $13 - $32 /emp longer.

* Costs are per name searched

Other Searches

10

*

Out of Pocket Type Price Ranges Fees Range Comments

Motor Vehicle (Driving) Records $2.00 - $3.50 $5.00 - $15.00 All states assess fees

TU SSN (Name /Address Hist.) $1 .50 - $3.00 n/a

SSN Valid. (Death Master Index) $0.50 - $1.00 n/a

Credit Report $4 00 - $7.00 n/a

Drug Testing

Type* I Price Ranges Comments

Ora1Stat1 6 panel Instant Saliva This is Manpower's preferred method. This is an

Test $11 .00 - $14.00 ABMC product, not GIS. Not allowed in the

OralStat 1 O panel Instant Saliva following states: ME, MD, MN, MT, NV, NY, VT,

Test $13.00 - $15.00 PR

eScreen eCup Instant 5-panel Not avai lable in all There are no out of

urine (20 min. results - if neg.) $29.00 - $32.50 cities. pocket fees, and

5, 7, 9, or 10 panel urine - Turnaround: 1 - 3 Medical Review Officer

lab based (in network) $32.00 - $33.50 days for results (MRO) services are

5, 7, 9, or 10 panel urine - Turnaround: 2 - 4 included. All labs are

lab based (out of network) $42.00 - $43.50 days for results SAMSHA certified.

Turnaround: 3 - 5

Hair Follicle Testing $85.00 - $99.00 days for results 1 . .

OralStat prices slightly higher 1f ordered in smaller quant1t1es .

If an office needs to use a collection site without going through Manpower's Preferred Provider, collection costs, lab fees, etc. will vary. Hair testing and breath alcohol testing is also available for

additional fees. ** Additional costs may be incurred due to court access fees, state registry fees, copies of dockets, etc.

4. Qualifications/Experience: a. Describe Offerors qualifications and experience in providing temporary employment

services.

About ManpowerGroup ManpowerGroup ™ (NYSE: MAN), the world leader in innovative workforce solutions, creates and delivers

high-impact solutions that enable our clients to achieve their business goals and enhance their

competitiveness. With over 60 years of experience, our $22 billion company creates unique time to value through a comprehensive suite of innovative solutions that help clients win in the Human Age. These solutions cover an entire range of talent-driven needs from recruitment and assessment, training and development. and career management, to outsourcing and workforce consulting. ManpowerGroup maintains the world's largest and industry-leading network of nearly 3,600 offices in 80 countries and territories, generating a dynamic mix of an unmatched global footprint with valuable insight and local expertise to meet the needs of its 400,000 clients per year, across all industry sectors, small and medium

sized enterprises, local, multinational and global companies. By connecting our deep understanding of human potential to the ambitions of clients, ManpowerGroup helps the organizations and individuals we

11

serve achieve more than they imagined - because their success leads to our success. And by creating these powerful connections, we create power that drives organizations forward, accelerates personal

success and builds more sustainable communities. We help power the world of work. The ManpowerGroup suite of solutions is offered through ManpowerGroup™ Solutions, Manpower®,

Expens rM and Right Management®. Learn more about how the ManpowerGroup can help you win in the Human Age at www.manpowergroup.com

b. Identify account manager to be assigned to contract and describe their qualifications and experience.

Richard Mann, Client Account Manager,

c. List names, qualifications, and experience of other staff that may provide services under the contract.

Shawn Hecker, Service Delivery Director, Rena Holliday, Talent Placement Specialist, Tracey Bishop- Talent Placement Specialist-

Betsy Crowe- Candidate Coordinator Specialist-

d. Submit evidence on Financial Stability by providing current credit rating and the most recent audited financial statement as an indicator of vendor's ability to provide services as required by a contract awarded as the result of this RFP.

We have included a copy of Manpower Group's 2013 Annual Report. In addition, Manpower Group's Annual Reports and other SEC filings are avai lable on our website: www.manpowergroup.com/investors

2013 Annual Report.zip

5. References : Four (4) recent references, either educational or governmental, for whom you have provided the type of services described herein. Include the date(s) the services were furnished, the client name, address and the name and phone number of the individual Virginia Tech has your permission to contact.

Client Contact Details

12

Client

James Madison University

City of Portsmouth

Department of Social Services

City of Salem

Contact Details

13

Client Stanford University

Contact Details

6. Small, Women-owned and Minority-owned Business (SWAM) Utilization: Describe your plan for utilizing small businesses and businesses owned by women and minorities if awarded a contract. Describe your ability to provide statistical reporting on actual SWAM subcontracting when requested. Specify if your business or the business or businesses that you plan to subcontract with are certified by the Department of Minority Business Enterprise

ManpowerGroup is a large business enterprise and does not classify under any federal or commercial

classification such as HubZone, disadvantaged, diversity, women, veteran , small or other underuti lized

categories.

Suppl ier Diversity Program ManpowerGroup's Suppl ier Diversity Program was designed to provide innovative approaches to

recruiting , developing and increasing our diverse supplier base. Our program includes women , veterans ,

disadvantaged, and small business owners who share our mission of providing quality services to their

customers. We collaborate with diversity suppl iers who share our vision of being the best provider of

higher value staffing services and the center for quality employment opportunities.

We are committed to developing relationsh ips with diversity suppliers to collaborate on the innovative

workforce solutions we offer our customers worldwide. Through these collaborative efforts, we can help strengthen the economic wealth of our diverse business communities, which will, in turn , contribute to the

overa ll growth and expansion of our markets.

ManpowerGroup Supplier Diversity Advisory Board The ManpowerGroup Supplier Diversity Advisory Board was establ ished to improve and grow its Supplier

Diversity program by partnering in a unique manner with diversity suppliers and vendors.

14

ManpowerGroup worked closely with its broad diversity supplier base to identify 11 key strategic diversity partners from each region of the country to create the first-of-its-kind Supplier Diversity Advisory Board.

Monthly calls are held to exchange best practices and market trends, such as research and development, business strategy and efficiency. As a result, ManpowerGroup's clients benefit from a best-in-class supplier diversity program and diversity partners.

The recommendations from the Advisory Board help ManpowerGroup further strengthen its business relationships with clients, suppliers and vendors, as well as enhance the overall quality and value of staffing industry services provided to ManpowerGroup clients.

Supplier Diversity Executive Mentoring Program Plan:

Objective

To align selected highly skilled Diversity Partners with ManpowerGroup Executives in a mentoring

relationship that will result in refinement of Mentee Partner's business skills and strategies for the growth

of their business and increased opportunities to partner with ManpowerGroup on client solutions.

Program Summary

In this program. mentoring is a professional relationship in which the ManpowerGroup Executive Mentor

("Mentor") assists the Mentee Partner ("Partner") in refining specific skills, knowledge and strategies that

will enhance the Partner's professional and personal growth. Additionally, it is expected that the diversity supplier partners will bring new perspectives and market intelligence to the relationships.

ManpowerGroup's Annual Supplier Diversity Roundtable Each year, ManpowerGroup hosts the Supplier Diversity Roundtable, which creates a forum where our diversity partners can grow as business owners.

ManpowerGroup's Supplier Diversity Roundtable provides a venue for participants to discuss successes and

challenges affecting their businesses and identify opportunities to strengthen partnerships. In 201 0, more than

100 diversity suppliers attended the 81h annual event, which included presentations from ManpowerGroup and

industry leaders on topics such as employment law, workplace trends and social media networks. In addition,

Supplier of Excellence Awards are given to companies for outstanding supplier affiliation and customer service.

Diversity Supplier Reporting When ManpowerGroup is charged with diversity spend, we completely own that cost target. From order to

report, we will place, monitor and document the diversity spend for our clients, relieving your managers of the burden of tracking one more cost objective.

ManpowerGroup will provide diversity spend reports to Virginia Tech on a monthly basis, quarterly basis

or annual basis. ManpowerGroup and its Clients generally work together to determine the periodic time frames for when reports are to be generated and provided by ManpowerGroup.

The data captured in the reports may fall under any one of the following categories: 1. Supplier Name

15

2. Diversity Classification

• By MBE/WBE, SBE, SDVB

• If MBE, by Ethnic or Racial background 3. Total Invoice Amount to Client

• By supplier name

• By diversity classification

• Total sum of all suppliers or all diversity classifications 4. Headcount

• By supplier name

• By diversity classification

• Total sum of all suppliers or all diversity classifications 5. Total Hours billed to Client

• By supplier name

• By diversity classification

• Total sum of all suppliers or all diversity classifications

6. Spend by Location/Business Unit - If captured for invoicing purposes 7. Subcontractor Performance through evaluations and audits

C

16

ATTACHMENT A

TERMS AND CONDITIONS

RFP GENERAL TERMS AND CONDITIONS

See: http://www.procurement.vt.edu/content/dam/procurement vt edu/docs/terms/GTC RFP 07012 017.pdf

ADDITIONAL TERMS AND CONDITIONS

A. ADDITIONAL GOODS AND SERVICES: The University may acquire other goods or services that the supplier provides than those specifically solicited. The University reserves the right , subject to mutual agreement, for the Contractor to provide additional goods and/or services under the same pricing, terms and conditions and to make modifications or enhancements to the existing goods and services. Such additional goods and services may include other products, components, accessories, subsystems, or related services newly introduced during the term of the Agreement.

B. AUDIT: The Contractor hereby agrees to retain all books, records, and other documents relative to this contract for five (5) years after final payment, or until audited by the Commonwealth of Virginia, wriichever is sooner. Virginia Tech, its authorized agents, and/or the State auditors shall have full access and the right to examine any of said materials during said period.

C. AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that Virginia Tech shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of this agreement.

D. CANCELLATION OF CONTRACT: Virginia Tech reserves the right to cancel and terminate any resulting contract, in part or in whole, without penalty, upon 60 days written notice to the Contractor. In the event the initial contract period is for more than 12 months, the resulting contract may be terminated by either party, without penalty, after the initial 12 months of the contract period upon 60 days written notice to the other party. Any contract cancellation notice shall not relieve the Contractor of the obligation to deliver and/or perform on all outstanding orders issued prior to the effective date of cancellation.

E. CONTRACT DOCUMENTS: The contract entered into by the parties shall consist of the Request for Proposal including all modifications thereof, the proposal submitted by the Contractor, the written results of negotiations, the Commonwealth Standard Contract Form, all of which shall be referred to collectively as the Contract Documents.

F. IDENTIFICATION OF BID/PROPOSAL ENVELOPE: The signed bid or proposal should be returned in a separate envelope or package and identified as follows:

Name of Bidder or Offeror - Manpower Due Date 8/30/17; Due Time 3:00

4760 Valley View Blvd Roanoke, Va 24012 Solicitation Number 0052050 - Temporary Employment Services

ManpowerGroup Virginia Offices

Fax Description Address City ST Zip B/F Type !69-6602 434-382-0658 Altavista 415 Washington St Altavista VA 2451 7 B Staff

. -- 243-5225 703-243-5296 Arlington 1700 North Moore St, Suite 1510 Arlington VA 22209 B Staff 434-245-0071 866-385-4705 Charlottesville 400 Preston Ave , Suite 125 Charlottesville VA 22903-4587 B Staff 540-381-2386 866-872-9606 Christiansburg 100 Arbor Dr, Suite 102 Christiansburg VA 24073 B Staff 540-962-5855 866-338-1136 Covington 431 West Main St, Suite A Covington VA 24426 B Staff 703-245-9400 703-245-9401 Arlington - Experis (ASET) 6400 Arlington Blvd, Suite 300 Falls Church VA 22042-2349 B Prof 434-832-0266 434-382-0660 Lynchburg 18013 Forest Rd , Suite AO? Forest VA 24551-4303 B Staff 540-373-7801 866-578-1736 Fredericksburg 2300 Fall Hill Ave, Suite 203 Fredericksburg VA 22401 B Staff 804-747-5266 866-396-8875 Richmond - Far West 4319 Cox Rd Glen Allen VA 23060 B Staff 804-521-5200 804-521-5201 Richmond - Experis 4801 Cox Rd, Suite 202 Glen Allen VA 23060-6803 B Prof 804-521-5200 804-521 -5201 Richmond - TAPFIN 4801 Cox Rd, Suite 202 Glen Allen VA 23060-6803 B MBS 540-442-7625 540-801-0664 Harrisonburg 2061 Evelyn Byrd Ave , Suite A Harrisonburg VA 22801 B Staff 703-481-5202 703-481-0242 Herndon 624 Monroe St, Suite 100 Herndon VA 20170-4641 B Staff 703-335-6677 703-335-6679 Manassas 10048 Market Cir Dr, Suite 16 Manassas VA 20110 B Staff 703-821 -0101 703-821-0170 McLean 8300 Greensboro Dr, Suite L 120 Mclean VA 22102 B Staff 757-873-2260 757-277-0132 Newport News 601 Thimble Shoals Blvd , Suite 160 Newport News VA 23606 B Staff 571 -521-7000 703-707-9653 DC/Northern VA Experis 11 490 Commerce Park Dr, Suite 540 Reston VA 20191-1532 B Prof 804-320-7 404 866-253-4934 Richmond - South 7101 Forest Hill Ave , Suite L Richmond VA 23225-1553 B Staff 540-366-2642 540-518-9169 Roanoke 4760 Valley View Blvd NW, Suite 10 Roanoke VA 24012-2035 B Staff 703-451-8822 703-451-8910 Springfield 6564 Loisdale Court, Suite 300 Springfield VA 22150 B Staff 703-336-8150 703-336-8151 Washington - Vienna 8300 Boone Blvd , Suite 830 Vienna VA 22182 B Prof 757-420-2782 757-277-0136 Virginia Beach 5350 Kemps River Dr, Suite 115 Virginia Beach VA 23464 B Staff 540-662-2560 540-662-7899 Winchester 609 Cedar Creek Grade, Suite C1 Winchester VA 22601-2721 F Staff 301 -694-8921 301-695-0933 Winchester - Technical 609 Cedar Creek Grade, Suite C1 W inchester VA 22601 F Prof 276-223-0144 276-524-9115 Wytheville 355 West Main St Wytheville VA 24382 B Staff

Worksheet 1n V1rg1nia Tech RFP - Manpower.doc Page 1 812412017

BILL RATES VIRGINIA TECH

JOB TITLE PAY RATE BILL RATE

ACCOUNTANT $17.00 $23.39 CARPENTER $12.00 $17.63 COMPUTER SUPPORT SPECIALIST $13.00 $18.16 COOK $9.25 $13.47 DISHWASHER $9.25 $13.47 ELECTRICIAN $14.00 $21 ELECTRICIAN ASSISTANT $9.25 $13.75 EQUIPMENT OPERATOR $11.00 $16.12 EXECUTIVE SECRETAIW $10.00 $14.10 FARMWORKER $9.50 $14.03 FISCAL ASSISTANT $9.25 $13.47 FISCAL TECHNICIAN $10.00 $14.10 FOOD SERVICE WORKER $9.25 $13.47 GENERAL LABORER $9,'50 $13.65 GRAPHIC ARTIST $10.00 $14.10 GROUNDS WORKER $9.25 $11.89 HOUSEKEEPING/SPECIALIST PROJECTS $9.25 $13.47 KITCHEN AIDE $9.25 $13.47 LABORATORY TECHNICIAN $13.00 $18.16 MECHANIC $12.00 $17.53 OFFICE CLERK $9.25 $13.47 PAINTER $9.25 $13.47 POSTAL AIDE $9.25 $13.47 PROGRAM SUPPORT TECHNICIAN $10.00 $14.10 PROGRAMMER $25.00 $34.36 SECRETARY $9.25 $13.67 SECURITY GUARD $9.25 $13.67 TRADES WORKER $9.25 $13.67 WAITER/WAITRESS/SERVER $9.25 $13.47 WAREHOUSE WORKER $9.25 $13.47 WEB DESIGNER $15.00 $20:86

C

ATTACHMENT C

Position Classifications

1 ACCOUNTANT Duties: May involve one or more of the following: Payroll, Cost Accounting, Accounts Payable/Receivable, including invoice processing, recoverable billings and account reconciliation.

Preferred Qualifications: Undergraduate degree in accounting or related field or extensive work~related experience. Proven experience in an accounti.ng office or-.ac9punts receivable/accounts payable function. Considerable knowledge of Generally Accepted Accounting Principles. Experience with job cost accounting, invoice processing, and/or account reconciliation. Strong analytic and problem solving skills .

. 2 CARPENTER.

3

Duties: May include repafr and installation of floors, repair and installation of ceilings (including grid type drop ceiling), hanging doors, installation of door hardware, assembling and disassembling office furniture, picture and shelving installation, demolition of walls or. structures, installation of asphalt roofing-shingles, rough framing of ~ew 0or renovation construction using metal or wood studs, installation of sheetrock or other wall material, construction of small structures, insta1lation and removal of concrete forms, pouring and finishing concrete, installation of trim work and paneling, installation of cabinets, and general shop duties such as furniture repairs.

Preferred Qualifications: Journey-level experience in commercial and/or residential carpentry. Ability to safely, frequently, and independently move 50 lbs. Ability to climb and work from ladders and scaffolds. Overtime may be required.

COMPUTER SUPPORT SPECIALIST Duties; Provide hard ware and desktop systems administration in support of computer infrastructure. Perform installation, configuration, upgrades,-security, and maintenance of computer systems. Provide troubleshooting and application support to users. Perform network and server administrntion of departmental Windows servers. Perform and manage production control activities. ·

Preferred Qualifications: Bachelors degree iri computer science, computer engineering or related field or equivalent level training and experience. Experience in installation, maintenance and configuration ofinultiple desktop operating systems.

· Working know ledge of a variety of desktop applications software including data base, spreadsheet, word processing, graphics and internet software. Ability to communicate effectively with computer users and vendors. Ability to troubleshoot hardware and software problems,

4 COOK Duties: Assist with daily food preparation based on production needs. Follow established procedures for recipes, prepping, cooking, handling, storage, presentation of food product, and ensure compliance with the procedures thus providing a high quality product. Check all items before leaving kitchen ensuring items are attractive, garnished, palatable, and proper temperature. Monitor quality and appearance of foods on serving lines. Help ensure a clean and safe environment for employees and customers. Maintain equipment to ensure safety and good sanitation .. Responsible for proper food handling techniques . .,

Preferred Qualifications:- Demonstrated knowledge of commercial kitchen and food service operations including recipe management, preparation, set-up, merchandising, presentation, and maintenance. Ability to communicate effectively ~th alt levels of personnel and public; exce!Ient customer services skills; ability to handle multiple tasks and serve high volume/quality in a fast paced environment.

13

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5

6

7

8

9

DISHWASHER Duties: Operation of dish room equipment, sort, wash, sanitize, dry, and stack pots, dishes, glassware and other utensils used in preparation and service of food and dining operations. Perform housekeeping duties and maintain a clean and safe work area.

Preferred Qualifications: Ability to stand on feet for extended periods of time and to lift up to 35 lbs. Ability to work with minimal supervision quickly and efficiently. Ability to work around water and commercial detergents for long periods of time.

ELECTRICIAN Duties: Perform maintenance and repair of building electrical systems of up to and including 480V AC. Perform installation of building electrical systems. Install and maintain motors and associated controls, and respon9 to emergency calls. Trouble shoot problems with motors, motor control centers and controls such as fire stats, freeze stats, float switches and air flow sensors.

Preferred Qualifications: Journey-level electrician·experience. Experience in maintena~ce and installation of electrical power and lighting systems, motors, and associated controls. Demonstrated working knowledge of power controls, the National Electrical Code and ability to.follow electrical drawings; ability to climb and work from elevated workstations such as I.adders and scaffolds, and work in confined spaces at elevated temperatures. Ability and willingness to safely use respirator equipme9t. Due to emergency response requirement, must be able to respond to emergency calls within one hour of notification. Experience in electrical maintenance as an institutional or commercial electrician, and/or completion of the Virginia Apprenticeship or similar Program.

ELECTRICIAN ASSISTANT Duties:· Assist electrician in performing preventive and ongoing maintenance on electrical, including HV AC systems. May independently perform remedial repair to electrical and HVAC systems as necessary. Assist in installation andfor reconfiguration of electrical devices, controls, and syst.ems. HVAC duties to include cleaning duct.work and changing filters .

Preferred Qualifications: Previous experience in general mai.ntenance of commercial or institution buildings. Demonstrated skills in electrical and mechanical systems. Working knowledge of maintenance methods including: maintenance materials; tools and procedures; and maintenance safety practices including OSHA standards, Ability to read and follow written procedures, specifications, and complete accurate work orders. AbiJity·to work on ladders and in areas where space is limited.

EQUIPMENT OPERATOR puties: Operate a wide variety of equipment including: excavators, front-end loaders, backhoes, dozers, delivery trucks and other equipment. Utilize equipment to excavate/transport/move material as directed.

Preferred Qualifications: fa.perience operating a variety of light.and heavy equipment such as: all types of forklifts -(stand-up, sit down, gas, electric), scissor lifts, track hoe, excavator, hoe ram, track loader, large forklift, large delivery truck with. hydraulic components required. Must be able to operate safely and efficiently in all conditions including in steep terrain and in adverse weather conditions.

ADMINISTRATIVE ASSISTANT Duties: Provide clerical support to the assigned area. Responsi~i!ities will include, but may not be limited to reception, mail distribution, records management, preparing various correspopdence, appointment scheduling, travel coordination, etc.

Preferred Qualifications: Education and/or experience in secretarial, administrative or business related field. Ability to work independently and make decisions necessary to keep the office running efficiently. Ability and willingness to initiate needed functions without close·supervision. Ability to communicate effectively, exercising tact, discretion, and diplomacy in dealing with a large. number of diverse people from outside the office as well as internal personnel. Ability to interpret policies and procedures. PC skills such as Word, Excel, PowerPoint. Must be highly organized in approach to tasks.

14

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./ ' ( I , '---..I

10 FARM WORKER Duties: Provide assistance and general support in all aspects related to operation offarm. May include feeding/watering animals, gathering supplies, moving/preparing materials, grounds work including digging. shoveling, planting. irrigation, etc. Other duties as assigned.

Preferred Qualifications: Knowledge of farm operation basic tools helpful. Ability to lift up to JOO lbs. Ability and willingness to work around large animals.

11 FISCAL ASSISTANT Duties: Receipt, review, and maintenance of various documents including purchasing and accounting documentation. Open mail, data entry, filing of forms, and distribution. Assist with departmental ordering·and data entry of orders. File and match packing slips and invoices. · Open, stamp and organize daily mail. Process payments of purchase orders. Print and reconcile monthly reports. Other duties as requested or needed as assigned by supervisor.

Preferred Qualifications: Basic computer skills. Demonstrated ability to·understand, and apply policies and procedures related to basic accounting. Excellent communication and interpersonal skilJs. Effectively multi-task, set work priorities and work with minimal supervision. Ability to meet deadlines promptly and work under pressure.

12 FISCAL TECHNICIAN Duties: Process invoices, reconcile accounts, and perform other fiscal duties to support assigned area/department. Perform data entry, search, and retrieve information from applicable systems. Prepare financial reports, research issues, process journal transfers, and provide support to financial analyses.

Preferred Qualifications: Experience in a fiscal position in an accounts receivable/accounts payable division or other accounting-related office setting. Post-high school coursework iri bookkeeping/accounting, adv~nce degree, or professional certificate preferred: Experience with financial databases to include data entry, search, and retrieval. Extremely accurate data entry and recordkeeping skills. Proficiency using computers in·an office environment. Excellent customer service and communications skills. The ability to prioritize work and meet deadlines in a high-volume, multi­task environment.

13 FOOD SERVICE WORKER ~

Duties: Cook/grill au production to specifications. Serve and restock food. Report product problems to management and chef/kitchen staff. Stock items daily (utensils, plates, paper goods). Maintain sanitation and shop cleanliness at all times (serving lines, doors, glass, countertops, walls, counters, wanners, coolers, refrigerators, sweep/mop floors, and other service equipment). Break down/clean equipment per manual. May assist with cooking/grilling as needed.

Preferred Qualifications: Experience in fast-food or large multi-menu food service facility. Basic math and excellent communication 51-.ills. Knowledge of basic sanitation procedures as per food (stornge, handling, temperatures-hot and cold), preparation and presentation. Knowledge and use of general and commercial kitchen equipment (stoves, grills, warmers, knives, fryers, woks, steam tables, refrigerators, etc.). Ability to work with little or no supervision.

14 GENERAL LABORER Duties: Provide general support and assistance to mechanics, trades workers and other general personnel. Responsibilities may include gathering supplies, moving/preparing materials, grounds work including digging, shoveling, lawn care, etc,

Preferred Qualifications: Knowledge of trades and grounds work and tools helpful. Ability to lift up to I 00 lbs, Some experience in one or more trades (carpentry, painting, electrical, masonry) helpful.

15

15 GRAPHIC ARTIST Duties: Produce designs and layouts to meet defined marketing requirements. Implement graphics design requirements as assigned to meet the defined visual "look, feel and appeal". Provide production and support for senior designers, including preparing comprehensive design prototypes for client approval, mounting posters, providing layout and text revisions,. designing charts and graphs, and archiving final files to CDs or other media.

Preferred Qualifications: Bachelor's degree in graphics design or equivalent related experience. Knowledge of graphic design concepts and printing production, including digital page makeup, image scanning, digital photo manipulation, color separation production, and pre-press preparation of files. Comprehensive knowledge of desktop design and publishing processes on the Macintosh platform and command of related software, including lnDesign, PageMaker, Freehand, Photoshop, Microsoft Word, and other related applications.

16 GROl'lNDS WORKER Duties; To suppon the Grounds Depanment in the installation and maintenance operations of the university grounds. This includes but is not limited to tree/shrubbery pruning: tree and shrub removal; landscaping; preventative maintenance of equipment; snow/ice removal; and other duties as assigned.

Preferred Qualifications: Ability to safely operate all equipment including but not limited to chainsaws, power hedge trim~r, and hand tools. Some basic knowledge of preventative maintenance on equipment. Ability to perform required duties safely in a densely populated area. Ability to work in a variety of weather conditions. Ability to prune trees and shrubs correctly. Ability to work with a variety of chemicals used in grounds keeping including insecticides, fertilizers, grass/weed killers, etc.

17 HOUSEKEEPING WORKER Duties: General housekeeping duties to include, but not limited to; trash removal, floor maintenance, cleaning of one or more of the following: hotel guest rooms, classrooms, offices, labs, stairwells, locker rooms, and other public areas as assigned.

Preferred Qualifications: Ability to follow simple instructions. Ability to perform a variety of cleaning tasks. Ability to stand on feet for extended periods oftime, climb stairs and lift up to 35 lbs.

18 HOUSEKEEPING/SPECIAL PROJECTS CREW MEMBER Provide service to residents by delivering,"removing, placing, storing and/or repairing furnishings in resident halls. Responsible for the care and handling of housekeeping supplies, equipment, and assigned keys. May be required.to drive truck/van to haul scrap material for disposal at public landfill or other areas of disposal su~h as hoppers for recycling of wood and metal and other recyclable materials. Follow all health and safety rules and procedures. May be required to perform duties adjacent to buildings such as removing snow and ice from entranceways and sidewalks, raking leaves, gathering trash from grounds and sweeping sidewalks. Assist in preparation for special events and other work at the direction of the Housekeeping Supervisor.

Preferred Qualifications: Previous experience such as: furniture repair; moving large, bulky, heavy objects; and inventory and storage. Must have excellent customer service and communication skills for interaction with employees, students and visitors at a large university campus. Experience in cleaning of institutional, domestic or commercial areas and use and care of manual and electrical] y powered cleaning equipment preferred.

16

19 KITCHEN AIDE Duties: Provide operational support in the daily functions of centralized Pre-Prep department servicing Culinary Services' dining facilities. Use commercial kitchen equipment for daily preparation of food items including washing, weighing, cutting, preparing, packaging, labeling, and transporting. Assist in delivery, inventories, stock rotation, receipt of goods, storage, and shipping accountability. Ensure excellent customer service; high safety and sanitation standards.

Preferred Qualifications; Previous experience and knowledge of operating general and commercial kitchen equipment; bulk food production utilizing prescribed,guidelines and recipes; weights and measures; food handling and storage procedures; food,sanitation procedures; and safety standards. Ability to communicate effectively, work in a team, measure and perform basic math functions, use knives and commercial slicers, and work quickly and efficiently. Ability to work with limited supervision/guidance.

20 LABORATORYTECHNICIAN Duties: Provide routineto moderately complex technical lab,support for a research facility. Collect, analyze, and process laboratory samples. Perform a variety of tests, using both routine and special techniques and methods. May assist in report writing. Set up equipment and materials for course instruction. Perform routine library work, including finding litemrure and copying articles.

Preferred Qualifications: Degree in related field or related experience. Knowledge of common laboratory equipment such as autoclaves, balances, pH meters, microscopes and spectrophotometers. Ability to accurately prepare media, solutions and reagents used in teaching laboratories. Thorough knowledge of basic laboratory principles and procedures, laboratory safety guidelines and analytical instrumentation. Ability to work independently and to communicate effectively.

21 MECHANIC Duties: Perform basic troubleshooting, repair and preventative maintenance on a wide variety of equipment, tools, engines, machines and other mechanically functioning equipment.

Preferred Qualifications: J oumey-level experience in maintenance, repair, or one of the trades. Commercial Driver's License desirable. Ability to safely, frequently, and independently move up to 501bs. Ability to climb and work from ladders and scaffolds. Overtime may be required.

22 OFFICE CLERK Duties: Provide clerical and administrative support. Duties include answering phones, message delivery, scheduling meetings, ordering supplies, processing mail, issuing uniforms, copying, typing, and filing. Organize time cards and enter wage and student wage data into Banner. Prepare daily deposits and cash Jog. Maintain bulletin boards and pleasant

, office appearance. Receive visitors and employees in a courteous manner and ensure customer satisfaction. ·

Preferred Qualifications: Previous office administration experience with evidence of receptionist duties, processing mail, copying, typing, filing, cash handling and related paperwork, handling receipts and invoices, timecards, and/or data entry. Strong bookkeeping and word processing skills with emphasis on efficiency, accuracy, and organization. Demonstrated knowledge of computers such as Windows 2000/NT, Microsoft Office, and Outlook.

23 PAINTER Duties: Apply paints, stains, and varnishes to interior and exterior surfaces, including all tasks needed for surface preparation. Use ladders and scaffolds to gain access to work areas. Use all needed tools (brushes, rollers, spray guns) in a proficient manner. Install window glass and signs. Other duties as assigned.

Preferred Qualifications: Journey-level experience in commercial and/or residential painting. Candidate should be able to perform routine institutional painting tasks. Ability to safely, frequently, and independently move up to 50 lbs. Ability to

climb and work from ladders and scaffolds. Overtime may be required.

17

{ >.

24 POSTALAIDE Duties: Assist in preparation of all bulk mail including first class mail, second class mail and on-campus mailing by the University. Transfer mailing information from computer disc for mail list verification. Work with customers as required for completing mailings with minimal supervision in a timely manner to insure customer satisfaction. Move and retrieve supplies from storage as needed; assist with monitoring of consumables inventory to ensure adequate supply is on hand; may place orders-directly or notify management of need as required.

Preferred Qualifications: Experience with postal work preferred. Mechanically inclined with manual dexterity helpful. Ability to interact with clients/customers to provide a high level of service required. Ability to lift minimum of 40 lbs. Valid Virginia drivers license required. Must be able to work effectively on an individual basis or with other departments to meet required work schedules and delivery dates.

25 PROGRAM SUPPORT TECHNICIAN Duties: Provide secretarial and administrative support for faculty and/or administrative personnel. Provide support for programs which may include but is not limited to: processing invoices, reconciling accounts, and perform other fiscal duties to sup.port the assigned area. May perform data entry, search, and retrieval. May prepare financial reports, research issues, process journal transfers, and provide support to financial analyses.

Preferred Qualifications: Strong compu4!r skills, including experience with software such as MS Word, Excel, PowerPoint, and Outlook. Experience in a fiscal position in an accounts receivable/accounts payable function or other accounting-related office setting. Post-high school coursework in bookkeeping/accounting, advance degree, or professional certificate preferred.

26 PROGRAMMER Duties: As directed, assist in the conduct of the analyses, design and implementation of software/systems technical support and.operating system capabilities. Assist in coding and maintaining utilities, job control language, compilers and system software of a routine nature. Modify, maintain and update existing software of a stanl:lard nature. Review potential applications and interfaces of hardware and software. Prepare elemental feasibility studies to evaluate requirements for new or revised systems software. Participate in the design of detailed systems design sp~ifications to meet defined requirements. Conduct tests of revised or newly developed systems software to collect operating data and identify operating characteristics.

Preferred Qualifications:· Bachelor's degree in Computer Science or a related field or equivalent experience; experience with systems/SQftware programming activities in a business environment. Working knowledge of a high level or machine level language is preferred.

27 OFFICE ASSISTANT Duties: Accurate! y perform a variety of secretarial duties for assigned area including but not limited to: word· processing, copying, compilation and mailing of correspondence, newsletters, and reports. Maintain calendars for managers, schedule meetings, prepare materials for the meetings.

Preferred Qualifications: Solid skills in all clerical and clerical support areas including PC skills such as Word, Excel, _ and PowerPoint. Must be highly organized in approach to tasks.

JS

28 SECURITY GUARD Duties: Provide security for university buildings/facilities as assigned by locking and unlocking them at prescribed times and to report security deficiencies and unauthorized activity. Operate a motor: vehicle and support the Police department in the prevention and detection of criminal activity and providing an orderly environment in support of the university mission.

Preferred Qualifications: Must be able to walk a considerable amount of time in performance of duties including up/down stairs, ladders, etc.-Must be able to meet and effectively deal with the public on all matters concerning security issues. Must.be able to deal with an often-irate clienteie, Must be able to work in adverse weather conditions, days, nights, and weekends, Must be able to work overtime when required. Must have a valid driver's license, Must pass a criminal conviction check, Familiarity with the Virginia Tech campus, streets, and parking areas helpful. Experience with mobile radio and computer highly desired.

29 TRADES WORKER Duties: Provide general repair, preventative maintenance and support services. Responsibilities may include general maintenance including carpentry, painting, plumbing, electrical, and mechanical systems.

Preferred Qualifications: Knowledge of.trade's and grounds work and tools required. Ability Jo lift up to 100 lbs. Work experience in one or more trades (carpentry, painting, electrical, masonry).

30 FOOD SERVICE ASSISTANT Duties: Provide food service to customers with a high level of customer satisfaction. Take customer orders and deliver meals to customers while ensuring a clean, safe and sanitary environment for employees and customers.

Preferred Qualifications: Excellent customer relations and communication skills; some knowledge of general safety rules and sanitation in food handling. Requires the ability to handle money, operate a cash register, and complete related reports with a high degree of accuracy.

31 WAREHOUSE WORKER Duties: Provide a full range of warehouse functions including receiving, shipping, filling requisitions, issuing, ordering, inventorying, storing products, supplies and equipment. Provide pick-up and delivery services. Perform duties in a manner consistent with established safety and security standards and procedures.

Preferred Qualifications: Previous experience in and knowledge of a stockroom/warehouse, shipping and receiving, and inventory procedures. Ability to obtain certification in operating equipment, such as forklifts, pallet jacks, and hand trucks. Ability to communicate and work quickly and efficiently. Ability_to lift, handle, and transport up to 100 lbs.

32 WEB DESIGNER Duties; Produce design and layout for a variety of web site applications. Recommend techniques and treatments which support the visual "look, feel and appeal" graphics design concepts of the site. Create and manipulate web graphics to optimized palette, size, speed, navigation, structure and web page layout. Plan and design functional interfaces. Coordinate with marketing, web content and web technical staff to define graphics requirements that complement overall functionality and purpose of the web site. '

Preferred Qualifications: Education and/or equivalent level of training in Journalism, Communications, Design or similar field. Demonstrated expertise in current internet standards, including web browsers and browser specifications. Excellent web design.skills and experience managing web site content using various web content management and word processing software. Practical experience in writing and editing for electronic media. Strong communication skills and a meticulous attention to detail. Experience developing projects that combine HrML, CSS, and PHP or similar. Proficiency with software such as Macromedia Dreamweaver, Adobe Acrobat, Adobe Photoshop, Quicktime, Rea!Media, Microsoft Word, Macromedia Captivate and Microsoft PowerPoint. Experience designing and creating brochures helpful.

19

,,,, ManpowerGroup ·

2013 Annual Report

Accelerating Success

Is Humanly Possible

Finding the Right Talent Is Humanly Possible

Unleashing Potential Is Humanly Possible

Increasing Workforce Productivity Is Humanly Possible

Accelerating Your Business With Our Suite of Innovative Workforce Solutions

,,,,, Manpower

Experis

Right Management

,,,,

Manpower is a global leader in contingent and permanent staffing. Through our

expertise 1n talent resourcing and worl<force management, we provide rapid

access to a highly qualified and productive pool of candidates. In this constantly

shifting world, our flexible workforce solutions provide companies with the business

agility needed to succeed.

Experis 1s a global leader in professional resourcing and project solutions. We

specialize in recruiting hard-to-find talent in IT, Finance. Engineering and other

professions and delivering the right skills to organizations. As the competition for

talent becomes more intense, our expertise 1s critical to accelerating the business

success of our clients.

Right Management is a global leader in talent and career management. We are

experts in opt1m1zing business performance through employee assessment, leader

development and career management. With companies continually looking for

more effective ways to increase productivity, our solutions ensure that our clients

have a workforce with the capabilities and motivation to thrive in the future.

ManpowerGroup Solutions 1s a leader in outcome-based, talent-driven solutions.

Our offerings include best-in-class Recruitment Process Outsourcing. Managed

Service Provider, Strategic Workforce Consulting, Borderless Talent Solutions, ManpowerGroup Solutions Talent Based Outsourcing and Language Services. Facing increasingly complex

workforce cllallenges. our clients rely upon our innovative workforce models and

outsourcing solutions to deliver measurable results and business success.

,,,, ManpowerGroup ·

ManpowerGroup has been built over the last 65 years to provide our clients with a comprehensive

range of workforce solutions. Our deep expertise and experience sourcing. assessing, developing and

managing talent across the entire workforce is unrivaled 1n the market. Combining the capabilities of

our industry-leading brands and offerings. we are urnquely positioned to deliver the innovative solutions

that our clients rely upon to win in the changing world of work.

Operi1t111~i 111 ~~ w11r' 1' l'->r\1.rn• u11certa1nty requires a~1ihty, ::1nd 111 2013 we 1ncret1sed

,Jurs. ft1HP S no tlouht we t1nvP more work to rJo. tJut the stndes we made 11ave

IJuill c:t H1f1t!(:)f1Cf', 1< ross our< 11qrn11zatior1 ll nt I Kl mc.1ltf>1 wl int con 1P.s 01 ir woy, wA'II

111:,1-: .... tn··t,-.r h 1111s ,md y31n tl1r:- e,on 1pet1t1v1-, a<Jvantc1qe.

OUR 20 13 PERFORMANCE A-;; µ1, u 111r>d, dO · .3 w.i::. ;1 yPar of sirnpliflc,1tn11 cind rer--ilitm.ition. AIO •011~111 1t wt1s

::,ornr_.;tt 1111u of 1_1 rn.:<:ent co11"ept little niorP tlia11 cl year aqo. we were solid 1n our

ll 1i1 1k111q c11 KJ ste::l(Jily y, 1111et1 1 nurnenturn. WI 11!1 we hRw dlways pndwi ou1 selve~ lA 1

our ·,ri111ty. lasr VP.Jr wt: dJulJler.1-dowr' . .iccelerat1ny our eHons t,J .,,111pl1fy our

or~1J1111,;t1,)11. proq1rn11:\ delivery rn 1<.J technnlogy-all while rna1nt311 111\J locus 011

what\ v, ilu• id mo:-;t hv our clir:11ts. We 1rn~cll' dil ficult dPcirnons to sl 1e(f what. ovr)1

ve,11 s. I 1Dd con 1e te, we1yt1 1°. lfov,11 or wt,ulct11·~ be sustrnnc1l)le 111 ti ,e future.

HowPw1. wllar 1pn 1. 1111ed socrosc.111ct wns uur· culture. Ou1 mission to connect people

Lo mc·11111 it1f1 ii wc;.,1 h • u 1d help uur clients win I 1ns rernn111(e(l constnnt. Proof that we

kt<pt uur c.. Jiturt, 111t,1c,t ~an I.it' st-en 111 tr,,... r<'>su1ts ot uur rn 11·,u3I survey. wl 11ch st1owed

,.1ur cnlle,1~JLJeS werP RquJlly n1 niore e11qc1LJPli thon the previou'., yPar. Just a<;

1rn1Jfet't;1ve, we mw d tliom::111c 111rrH~1se 11 1 •:ll£PS,ierner1! :1111ong 0\.11 frrst- £tPcl 5<)LOJKI

11111- n 1,111c10ers. cle.ir ly c1srq11 th, it dll level:, e,f our let1tler<;l 11p are tukr: 19 9rec1te1

.Jwr 11:ar ,-.I 1iµ 101 Llr 1v111u the :-;uu .. 1~ss of Mai 1puwLJrGroup. Sirnplify111g uµerat1ont> c1nd

inter 1':.iilyi1 1g ou1 cli1-:r 1t focus ene1 g1zed uur 01 q~1nization ~ind gave us ti 1e rnornentLJm

r1eL'l'S$<trv Iv 1111p1r)VP l11n11r-•;1l 1Psults. tl1011yl1 we ~;:1II IK1ve inorp to do.

Ou1 1evni 111r3 1 f:J fll: 1111ed ctinllrn 1qer I, f1r11sl1111q !lie yern d(IWfl 2% 111 c1 H 1stai it cu1 rrn icy,

,vrll!l, 111-'(i to ,'l"l1 . Our 910~'<; mttr91r1. alldPc! lJY the French payr•.JII tc1x credrt CICf,

w~is llut tc,r !lie yew. Vvl11le OLJr expenses wPre m::1mged very well. As a result, we

111crfkl';t:U operi1t1nll profit rJy 2·1 'Yc, n11d 11ot mu I rn 1gs hy •16% i11 cor 1sta11t cu1 re11cy.

Our e:1n 11ncis per <;l1,11P grew ,1 (%. even ,titer restructuru ,q chrn'!:_Jes. while our c.ish

llovv 111,prowd l)V :1:r<) 1111111011

A:, l'w w11t ten i11 thH past Wr; are' press1nq .:1he,1Ct 111 t.111ildir1g our lxr:,iness r111x umJ

,JfO~s p11 >ht n 1t1rc1111s. We contu 111e to drrlll. valuf? througl 1 OL,r strong t1rxi conr1ectPc1

Jjr.:111<J,;, IJL11lt on i1 -tLJI ,t .:i-:11ne, I tr All In II Klreds ot tl10us,11 ids of cliPnt conversnt1011s

di 1u .:1 l lcir,p u11r hJ1•;trn II li1 l\:J uf ll1P rn0crol'Cor1n1111c lurcus thc1t sl 1c-1µr-:J our worlll. The

re'.;ult 11 1 suite of 11111uv:1t1ve worldurce solutions tli::1t hnve never t,PPn morP relevant

01 11E,cess<1ry, ns c;r:ie11 in th•1 >1otnble pro~J1t~ss made t,y our family of ll1,111ds 111 20·3_

Ovtwll, 011r lea111,: worldwide clnlrvered stro1111 perfo1lll:1nce 1n 201:1 with several

,fJL!r.:1t1C ,,,s cnnt, 11 ii 111119 sutJstar 1t1nl resuli '> Fc,r ,nstanco, the NRt11erla11cJs succ8ss

tully 1111ple111entPd 011r new rv1, mpower delive1y mo(iel. wl 11ct1 w~1s well-received i1y

clio11ts. , :a11didntos nr 1r_i colleaqL 11Js alike. Tl if) te~-m1 str,1tuq1cally co11st ,lid~ted hr nr 1ches.

rPdllL,8d c osts t )',' sq r 111llion tlr 11111:1lly ond 1ricrense::t wety 1te rratt1c to 2.G milho11 v1s1ts

IJ'"r y, , u Clear 1y, tvt-ir 1powf~1 N1 'ihPr1ancis is ~ett1ng U,c· st,1nt1arci tor fire Ollf.J01ny

evolL1t1rn 1 llf r1ow WH connect r Jrnpa111es ,1nd talent

12 ManpoworGroup 2013 Annual Report Lettrr to Investors

Net Earnings* Operating Profit* In MIiiions (S) In M1lhons (SI

400 800

300 600

200 400

100 200

0 0

·09 ·10 ·11 '12 ' 13 '(19 ·,o ·11 '12 '13

'f, • t.or,1-.. ll'lra,J1rl~ .... ':,,, .. 1~1111...-1,,TT'O,illll11ll•loll'~ Dtt}II

Our "PP1~1t1on':> 1ri Spci1n c1lso rle~erve rr•cugrntion De·'p1te chnllPnq111g mc1rket

cc,nd1t1nri ,, thuv w, )rkecl I 1,ml ·11 K.i showPd l.8r1ac1ty, y1Pld1r1g gr·~i.tl rPSUlts. AftPr

9,,,.µe11e111.,ing I evern Je contrc-K;t1u11 111 tl1e tlrst halt of ti 1r:i yecir, they P11ded tile yeLu

st1011q, w1tt1 '~,%, ,1Li:1111c r,•vPr111P mowth 111 l1P fourth qu:irter ir1 con~tc1nt cL11rP.ncv.

:irKl .1 C2% ILlrllp 1n i,r ')fi atJr:1ty 1or t11e yea1. PXCluding fl-)~ ruGtunny .)1arges.

111 the U.S .. profit< qr1=,w IJy .1\U°tu. exclud111c restructuril 1g chc11·ges ~uid 20· 2 le ~,I

'C','. Wt1ile 1ew'11ur>' W"'lf' sl1 htly off mrnkHt. WP lr" well-pos1t1n11ed for n1ore

gruwtti. wt11ch ~·vH already "eur 1 1nkhnus of 1n early ..:!011. We expE.->ct n 1ore to conie.

OU R B RAN D S W1tl I llnxitlility tll Kl rn 11lity 1n irn :111ns111gly I 11111 1 tlPrnar 1c I. Manpower 1P111rnr1s ou1 , ,ailing

,,.11cl . 11,d ti 1P et--'11te11 J18~P tor 1-;olv111 n 1;:iny ot 1ur, l1f:'11t'' ,:hc1lle11~Y'", With W) vears

A I w t, ,1 v t 1el·11r 1L1 1 ~Aanµowt •r '" ou1 mo t trusted <111t1 VvE-:11 knnwr l)nnd, putt Ir 1g

111ur1: ti mi 600.UUO 11eoµle ur 1 c1ss1pnr111.~111 euch cL1y, lor 1Jus1nr::lBses of c1II s1Lfis.

cicro~:~, 8U crn 111t11P•' cir 1d t&111tt.111Ps. It I 1ar., ,1 prese1 ,ce 1n c1II of r1u1 nic.1rkets. tro111

thl-' 1 r t ,.t rr 1t111, le ti 1(Jt··"! Ill' t rJPPI 1ed

In 201.1, WP c1lsu 111trc11Jlice< I ;1 11111lll cilar111el <>· 1les and cl<-'live1y rnodel for our services,

Cl' sic ned to mPt:I our clients' r>volv1ng nef-'Lb. I mc1x111111es JUr iJrcinch strlwture

tlunuql , :or 1sulicJ.1ll"t 1, wl1PrR nppropro n. ,ir Kl levemqns centrahz,,cl rF;Uu1t1n~J hulJs

di id v11 tt 1c1I r1c!C1111t i1 1q, , tll 21ic1ed by tecl1r 1uloqy. Tl 1is mrn kcl focused olivery rnoclr,I

Nill tur I l'vk11 ,µuwer \ ~11 owtl 1 .h it'':> adoptec1 more bro[1Lily in 20' 4. 11 will also likely

11crH"1c:;,, 1emar 1cJ tor £erv1 ,"''' l,k, 01le11t rnaµp1n9. wtit,rP we USf:; 1 ,ur Axtens1ve

kr,uwletJgp of IOUcll rT13rketc; uricJ data to l,elp clients r11n1e etficieritly !inti. rec;1u1t,

trail I , 111cl "U~tiJII I li 1le11t.

,,,,, Manpower

Letter to Investors ManpoworGroup 2013 Annu~I Rcpart 13

r l1 H 111ufc,•,1;1011ul l:111 ·r 1l lJuS1r 1D' ,s, Experis, 1s pot~,ed 101 irnµ1overnor 1l. tilter seL11ng

r •Nenue dPrJr e,.1::;e l v 1. % 111 c c,1 -;tar 1t .1 11 r Pnr y 111 ~o· 3. We, ot course. dre not

11, ;fie, I will I t111s. P.Wll l11CJll1}1 woss proht n1m~1n ~;tayed steady. W1t11 more c11~:nls

tr 1ir lll l(I ttfll Hrn,i::-1tiur I fur t11e dnplh a11d sc:c.,pe ol II 11~; oflPrinq, and llow it rxrilcis more

trt-'cimlr11Pd 1r1d uu1lr-> operc1t:..i11 .... we cffP c;omrn1tted to rnctrk,:-,d 1rnµrovements 1n

ZtJ I I. Alt! 1nu~J'1 nbt 1111 /0% ol 0111 Exp, !n<: bus111P~;s 1s 1n 1r 1fnrmat1011 tecf1nolo, ;y

Ule•1t, WP'w 111c1c!e ·,nlid stride::. 111 e11ui11ee11m1, whicl1 WdS 11p ' 9% 1r1 constant

,1.irr,'ncy 111 ·-1dd1li1 ,r ., .. f1'"' ,.iw U1e Intro, 1, r::t1011 Pl Pr'Jf8' l M,wtiuwer. ,1 grow111~1,

,u1 I\JI 1t-d1te1 -;erv1cP ti 1,1t toke~; full acfvrn 1tnge of ou1 global tootpnnt hy recru1tinq and

1,l tr 1119 talr>nt. p11111c111lv from h1(1i;1. 111lo ,t/iPr countnf's. Thi: 1° anr,lhj1 tPstrrrrC1ny to

>ur clrern:.· tn 1st 1n 0111 :-,l11hty lt I hcmdlt· d l11gl1ly complex •;prv1ce w1tl 1 qrP.at care.

WP've slstJ worked r1c1rcf to 1111prove ou1 recru1t1nu expertise 111 verticnl markets sucll

,11 dr 1d ci.1s nr 1cl 11ocilthcc1! P

ManpowerGroup Solutions ;i:1111ecl solid traction u1 Recn11h11<,nt Prcx;e~ Outsou1c1ng

"ir'01 .111t.J M.u1.1ur:-<1 Serv1r·p Pr')vich-'1 /MSPi, wt11c;t1 i'.tre <11so the: 1·,test-grow111g

holu l1011s 111 lhe 1nt1u:-;t1y. Ot ir RPO and MSP ofle1111gs were both 11.:irned rnJmt.le1

unP 111 th .... wurld, r ,111kecJ os tt1e lnrgest it, tile 1nciustry tJY NelsonHc1II and Staft111g

111,lustrv Ar ralysts, rP.~;pectrwly, incl ·1s tt1e glc ,bal industry le1der:s by Everest

( ,1ou1 i. It 1 ~rn~1. RPO ,1lom' t''Hned C)2 r:ontrncls and 100 projects. wl1ile MSP

rn,u 1.19t,cJ 11e~1rlv S9 u1111cr1 11 sr.,end unuer mai 1r1yerne11t gl l1ally folent tJaserJ

, Jl 1t~;ourc111t l l'Xl)er 11111ced a tk)dirni, as 1l ClJrrelales to the ch ll(lflcf tor core stalf1n~J.

Right Management tli 1V8H' t ·1 lb% 111r reasP 111 opmatuKJ n11t p1oltt 111 const u1t

< 111rP.1K·y 111 >"Lr3. excluding 1-estructu11n~1 cl 1arge~. c11 id saw (1n upt1ck 1n demand for

,ueer 111J11.1gem ... n1. Tt1er"' wc.rs ,.1ddPCI 1•1tPrest 111 tcilent mc111ngement as well. where

~w l1Rlp t 0mpan11., 1111d, ,isse~s. develop. e11g,1~Je m1d nltqn peoplp ,Hounrl their

I.JLJSiness ~;tr:ite~w WP believe tliei-e rs exceptiunc1I oppor 1u11ity ahern.J 011 tl w, front.

Business Line Gross Profit In B1lhons ISi

14 Manpowo,Group 2013 Arn1ua1 Report Letter to Investors

2.3

0.6

l,'.a.-.,c:,w,in'-.rwu So,rt,o,lS O 3

R,ghl MN>a\J'-""''°' 0 2

Experis MJflf)OWl"f(;roeo

,,,, ManpowerGroup Solutions

Right Management ManpcM1t1tiroup

The transition from capitalism to talentism has definitely taken hold.

OUR CHA N GING WORLD t Vvc1s deeply Sdt1sly1rig to se,i 11·ic;1 1ghl 1&&1ers 1n lJL 1,;ir1r,, :s, acuclrirnic1, goveri 1111er1t

:J1KI tllPdld validr1te tl1e Hurnu11 Age and ,111 its coni1Jlexit1Ps i11 2013. In tile tluee

ve,ir• ::111ce w1'! t 1mt :-111r JUt ll ,,o; 1 tile c1rrivc1I of the H.imsi, 1 Age-wt 1Pr e talent 1~ th8

key cor11pAt1t1vP d1fterent1mor-the concept 11ns stec1,11ly J.1ined rnrirnP.11tun1 rn1(I

now ttir· t1.ir1s1t1011 Irr 1rn cap1lnli:rn to t£1le11t1srn llc1s ch,f1111tely 13km I lloltl.

111 ti 1rn t1111e, we\,e •.eeri rapid ch:111ge s11c1ke tne soc1.11 9conum1c and tect1nolog1cal

tor cos II int 1rnpc1r;t ti 11; woild uf work. Tl lGSP forces tiavn becon lfl more 1ntertwinect.

like rn I ever-tigt1ter11n!-,J Gordi.:1n Knot, proniptir1g new (f11nia11ds tur 1n11ovat1on rn1cJ

prcx1uct1v1ty. ko we .idw,e cli':.:11ts mid prospPc...ts so oftPn, !lie solutro111s a morH tt(Jile

,11,<I tlex1t)le org. 11111,111011. Those wl10 know how to fu1d. cultivate and sustain talenr.

will w111111 this complr}x fir1V1rorirnrn1t. It's qmt1lying to 1;rn3 mom corne 111 lock-step

w1tl I U$ lllld to w1tr1H' tr:e,r i, 1:x1tiJble Bo11et1te to ct11Ve µurµoserul cl~11 ige 10 accelerate

thP.11 ..,ur;1_es5.

l.ool~111u ,1hec1d. evt:11 rnurP -..,tufts will 11nµ;1ct how business 1s done Already we're

see1nq pPriple rH< ,r<3.1111z1n9 thernsetves. soc1c1lly amt prL,tess1onally. 1rouncJ thP 1ciea

)f "< c..i'-where sl1wec1 procJuct1on. innovation. investment and consumption is

c1 ont111u commu111t1Pf of loyal st:11<011olcle1 s. Even in t1us111ess. collalXJrntive success is

1JCTt!nllally ya11111KJ greJter favor. It's ::1 µower'ul conceµt tt1at's 1nte<Jr,;11 to the Human

Age [ ti 11.J tu liet11 w 1q liow we work wittl clu:-nts. ca1Kl1c1.1tes cmd our colleagues.

0r, the ott 1er Ila, 1d big liat£J <ind 13 vc1lu1->. remains son 1ewllat nebulous for rnanv

H 1111; 111 nr,sourr1' rn 1cJ bus1m :~ lec1der·, Alt! 1ougr1 WE: 've hec1ro d lot of buzz

Jbout l1ow bir; t.Jnt.i can do everytt11ng from p1edict rn 1 111fluenza outlxeak to solvir1g

U <-:.. 1,11/:;JlJY 1sstFS, 1t rvnm,11L; 111,y;Uy u11Ser)11 wh.1t ca11 IJ!• Lione wit11 111 U1e iniormahon

tr1cn is llVD1lc1l)1e lh1t ~1id, forw.nHl11nk1ng co111r.x1Pies me nlready llu1ld1nq aov:inced

clc1t._1 , 111alyt1cs 1ntc, lhe1r HR lu11ct1on. We're ~11so witnessing i11ne,1s111g client

ex1)1>et.1tror1s to p1tivtd" accHss IQ l11e be~;t dc1ta. as wc-)11 ns ,idvanced analytics ,llK1

1nsrght5 to give !lier n 8 cor11pet1tive adva11t.-1ge Clectrly. tti,s will l;':! :mother area JI

oote11tial qrowtr11ri tne new h1tl1re.

Letter to Investor s ManPQWC<Group 2013 Annual Repot1 15

We1

re continuing lo pursue our goal of 4% operating profit margin.

Wt"'1c> :ilso 11111 ·Jl 11 Awl it ,w c ,111 'llf' "rise of voices' wllPrf, technology '1i1' given

u1e.it µuwer to uic1iv1du:-ils or qroups. ,1llowi119 tt1em to ~;penk out and Ile l,earci unlike

.;nyotl,er l1rrl!-l ,1 111 tr,r:r Tlw. <ll1tlnu, is c,:,pvnr&1tion l1;is 11icrPased l11{~ sopl11st11 ·;:itii ,11

o111d expect111ur1s ot r,011sur11Prs, a s1£1111f1canr consi(ierat1011 tor cornp,m18s looking

to •,u,:ceed It's also tl1e tur'l fo1 niovurne11ts mid upns111gs. especially amo11g youth.

wl 1ose unen 11Jloyn 1ent nte h:1s lonr1 exceeciecl th3t ut :111y ml ,er age orou~. /\s we

1001, to solVR tt1ese rn 1(1 ott 1er worklon .. e ch,1lle1 iges, we are 111creas11 iuly mi11cltul of

lt1P. 11se of voice dy1,11111" dflU 1ls 1.ip1Uly grow111g 1ntlue11ce 011 lhe worlli at work.

OUR OPPORT UNIT Y Ti1P1,: r1 ,1, "1tJt (11 1w•.1 will l1P i1drder to c.orne t)y ti',l'l 1111Jreviou0• 1,enuJ•, of

eco110111ic Ip, :ove, y. Huweve,, t11e c1m11g1ng lrn 1clscnpe, the way work qets clone,

.intt I 1ow cc :inpa111es , ire Sf•nh.111s.] out ny,fity ii~ ct p1tril ngt1t 11 ,to c,ur wt1r=,elr1 )LJ'~e

of , !ti,~.:, t,se. Tl 1at doesn't n 18' 111 1t will come e:isy. WP mus! cont111ue to execute

super1.1ly wl 1llr> 111c.1e,(;1r10 tile deptl I of our oHenngs. e<c::f)ecially 1n our I 11~1her-rnar9111

1rP.ds, like M:111fi0WPrG1oup S0lut1o11 .. 1ncludrng RP() mid MSP Wo l1nve to <10

I )8\ lei witt1 f-xperis; w1ti 1 ti IP str ategk; 11 ivestrnents rn 1d decis1uns we madP rn 20· 3,

1t l).tC, dll lrl•' 111,l~lrl(lS iur me:iter SLICCE'SS.

'n 20 8. Wlcl •,11n1Jli f1L-><I 01 1r :)10:1111z~1trur 1, proqrc11ns. cl<11tvery ill l(i tecll11olngy with cm 11r~Je1icy LlfKl l;iser luc.:us tl1c1t l100sted O\H 11111ovation nrK.I product1v1ty. It cru~itec.J a

oou1 x.:e 11' ou, step :-11..ross ttlf Jrg:.1111wt1on. We ,ncreased ti 1p ,peed 1n wt11r::I we

rml,P r1ec1s1ons ,u 1c.J l~:,lal.Jlisl 1ed tJlb 1lf1r cla11ty ,111CI ftccountal)ihty c1mo11g our µFJople.

Mo'.-:t ll1 all. Wf: deliverecf resulL. a credit to our orynn11atro11''.:. DNA mid eaye111ess

to ,:nffc.1llor 1tP 1c.ross lirancis, t1orl1 .. 2rs And functions. we·,e 110w worki11g out of

:;lvJ1 Pd lou1tiu11s, uur sales t~~1rns 'lrP cross-selling nnd our lw1ders HP toki, 1g on

t·,ro:irle,1 1e'·f· ,11sil)iill11 11:'., pc1r11cular1v c1t t11e co1 ir1uy iev"i.

·rn r Pl 1311 ")l II COIIJIJ01811(JI l h:c Serli cl rtr'll lJ 1116!:,; ,cl\:)e !0 )UI Client clf1d fll<Jc.JP 3

pu::;1trw imp,1ct u11 l 1t II pr0f1tn1J1Hty. Stilt there's n 1011? opportu111ly out there. WP r 1eed

to IJ..- 111or..- <iCJC1ress1w mid 1.1e:1t1ve 111 Jnv1119 qrowtt ,. wi11cl! 1erna1n~ ,1 top priority.

We'1u cunt11n1111(J tll p1wsu\: uur gofll ot ,1% opemt1nn profit rrn11y1n c111,.f ·ire lluuyec1

by ti 1A 1mpm t ,)f ~ u1 mc~1l1Lir otron efforts.

16 M anpc::Mo'erGmup 2013 Annual Repon Letter to lnve-stors

G1v,vtl I IS ',, ,. ,r li IP 11) ' ,I llllJ.)()I tdr ii r 11ec111r ll -1cll1,evir 19 lli[Jller prof1t:::iLJ11ity 111 20' ,)

Alli ,c ,uql, W<' cm1nu1 l :on 1pl1-!lPIY go ,1q,ur 1st ti 10 ~1mir1 < 1l 111ac1ooco11onuc challe, 1nes,

we (...,111 bend II 1en1 1:-'V""' s 'iliqhtfy. '""uns, fe111,~J the 1educ1iur1 111 au, exoen~:es over

tl,P p;ist yea,. we r1<1w lhl' polential tu cre,1to ;;1zahle oµerc1t111n !eve, nqe. Wo ,ire

"',p1,rr,rst1c tl1nt we ,uP on a l.ietter trc11ecto1v. tJut are nlw.:w~ 111111dful of the certn,11

u11cf>rt:1111ty plr1u1 w1u tlie lnbrn , 11arket rn1e1 fJlohal eco11um1os.

OUR NE X T C HAPTER A I !, ,Id ) ,r , 11ie01oue .. at tn~ IO<.::P uf !ht> y1-> ir, :::·T ;i wa: JIJour e,elelxat1on-c1s

we : 1c kr 1owlndcJ3d {)LIi curnprn 1y's Clt)tl 1 anniVPrsnry- hut n 101-e so. tmnsfo1 rn,1tion.

Ac; wo wo, ked H1rou~Jt I r n: 1ny chc1llen\ ;1119 dec1s1011s, I ti ,ought of ten of one of my

I 1f:'r +'::.. Mltcl 1PII Fron 1ste1n. wilo p~~:sse(i away on Novernl.JE::r 1· at ti 1e Jge ol 8E).

I sur;m(:deJ l11rn : ,s CEO 111 1999. We rerlli-1inPd 1n touch over the wrirs, and I c;.:in

co11fidr::11tlv say l1e ,,ever lost l11s passion for tlte business. Dunn\:l his tenure. Mitchell

touut1t tootl1 w id nnil 10 ere, lie tJreakthr0untis in our industry, like Sk1llware ancf the

P1ed1r,tnl')!A Perfon11,111t'e Syste111. ,t1KI he 11ev1•r lost s,uht of Ulll nus:,1011 to do well

DY I 11\J ~1, I Hee, i11s1srentl'y tL L'k rl11s co111pc111y tn new t1e1ghts. even throug1, a

ilo~~Uil· tnknowr 111 'SJH/. M1tcl1oll w1ll ll• J missud, but I can assure ynu t11at wo will

l f:.>111 >It' uu, f:'tt_,, b iCJ r.ir ..,tee l 1,1;:. 1es;,1c.:y. eS1J"C1ally now :is rnore chc111qe co, nes.

As MonµowPr(kouµ ( · mt111uPS to \:.JIOW .ir1d !,Jcus on ::,1mpllf1r.ation. change remains

ou, crn1st,u1t. 1-rn us. L11a119E 1s not episodic We riever take 1t ligt1tly, cllid we're

l't 111,osetul 111 our r1Ctiuns. WP don't 111t1ke cl 1ange fr.11 spo1 t. 011ly when ,t tm~ a

1,lire. t t..Orrek1t1,,_;11 t,1 l)Ptter results.

A ~11h1t e~.nrnplf:' 01 tt11s 1.,; 111 tl11:! reCt'l11 cJeus1u11 of t11e B0c1rtf '.JI Dirocurs to n:1me

.Joi ri~ Pris111q :is Cl 11d Exec, 1tive Ollicei ancl 111e as Executive Clia11 rnan. eff Pct1ve

M,1y ·, 20·, 1. Yec11 s -1 tt1ou _it it mt1 1.·1~1n,-i11q went ,rn:· t11::1t iec1s1 ,1 • :ind we are

c1s~111ed tt1c1t ,Jona,,' ;1ppo1ntme11t, :11ong w,tt I the c1Pnt1011 of tl1e C~11el Ope1Dting

Of!rc, ,, rnlf· nr ,cJ a r 1r:1'v ll-':-_1rJer ror th"' Ac;i;ci P·1cif1 ... ar ,d M1dc.ill'! E.:ist H£)10n, will only

,,cc ete1 atR 0111 -~uc, ;e$ 1n thP futurP..

We don't make change tor sport, only when it has R direct correlation to better results.

L•tt•r to Investors Ma11p0worGroup 2013 Annual Rep0n 17

I h;.1,1 "J ,ent '! ye(ir' .1S ti lP CEO < ,I tt11s c, ,n 1p .In~ c111d l1ave enioyetj every ' 1ngle

mm 1tu. But I 11111st IRII you wl ,at's tmen mo, l gmtily1n{1 was ti it' last 11i11e months as

I <:,,lW t1e d>"!-!C .1t1w le 1m i.:Jn1!-! toge her. 9,11111119 s re11gth c1r' J c;ont1ol-!nce. It gavEc'

111e , 111c1 our Bourcl , if 01rertu1 · .:111 tt1r co11f1dr~1 1e,e w needed to be cmtain ti 1at a

ch-111qe 111 le:1uersl111, 1s I 1e t:>Xac n~1hi th1119 to do, ~md 110w 1s tt1e nght time

I would like tu ti 1ank ti 1e B0~11c.l ot Director~ 101 the Ii.isl - 'J yeurs ot c.halleri(Je,

e1 1co1 ,r, iqe, rn•nt. df Kl , 11(1St ot ·111, supr Jrt tor v1nw1ng ti 1,-, busi1 ,ess tor ti 11J lonq trn rn

I an I C()nvincl'c I t11is I rn; cmal<·XI rn11r'l 1 1 nore suslainill iility for MnnpownrGroup, from

l1e lJt.X ird r, r,ni to 1u, L1ra1 1cl1 ofi1ce It has beer c:1 It mil a, id I pnv1Jeqe to le· c1 his

01~Ja111zc1t1011 d11u to llr• ll ,P C[O ol mx:11 a storied cu11 1panv w1 tl 1 uch a slronq

cul urP Fin;,lly, rnu-;t ~oy th:irll< vou n our sl1i:Jff!hokJe1 who I 1. 1ve been w, h us 1or

sut,11 d lonn t1111e. l rnn optun1t;tic for our futu1r\ :me! .111 lhnt's to COfll(J ,is we move

1n o tvbnpowPrGroup'c nex r I ,apter

JEFFREY A . JOERRES

ChM,""" And Cl11ef Exewt1vH Officer·

ManpowerGroup

Jonas Prising

18

1 am proud and honored to lead ManpowerGroup.

BEG INNING OUR NEW CHAPTER it •, with qrt\lt exc11e,n1,m dtld IJ11ue U ktl I h.ivk 1, ,rwnrcl

tu stqJp111\J 111to tl1P roifi of my ttiree 1.nr1cJccessor1;

,11 M;_1y • /\s inc...:,n 11119 CEO, I look at ti 1e fou1xl:it1on

111r11 n21~ t ,HPJ I ld1d ()VH t11e pnst 60 yeur ., t11r_ 111n' .I

1i>ce111 •~>ye.us u11dt-r Jetf's lenders! 11p, and I rnn

ll 111lletJ to hill M11 >JJ< ,M rG11)up'q c.;c,rit11 , 1r->d 10,11 r rr•y

, )j 1:11 owtt I c1ncl rnnovot ron,

VI/£ lrve 111., lrrne )i 1<1prd Cl'd1rqe. TllP rti::ilriy 0!

11,-,w 11movnt1011s c111d tech11ulllUY rs lurr 11119 well ",tnl;tr~I H ,, j dSSI 1111pt11 ll IS nr JI j lrnrnPW(ll ks into

,tr:1tf:'(J1e'::> I'! ti 1p. pu.,t rh1 p;.ice of d, 1nge rs

111 11ikoly t, l <;I, JW, ell 1< J rl WIii s1q111frc:111tly 11111 >dCt ti lf;

1/\'vrld 111 wl lll'l l Wt: IIVP Uld ti It; t·r ,wo, ,r 1e11! :I wl11cl l

lvUr IJXJVJPrn1011p l 1p1-;r,1te~:

f\J, I I dJ'/ q..;es l)y wrth<JU! irl(tJUI ne'NS COV813Qt ot

l, 1l x.r nrnknt 1ssu0s, wl1etl1c1 1t l,tJyoutl1 l n1emplnyrro1t

,1 1 ti 1e MidcllP East. t~tuc::itru11al atta111mP11t in 81 .12il.

111,· d\Jlfh~ Vl<·rh.forc" 11 Ja1JJ11 ,11 1111rr,1c11at1on riohcos

111 tile l t.S . .ind the h 11 upe,11 1 Unio11. M,111powe1G1ouµ

J 1:1s it o,otou11d ur ,(le,::;t:~11LJ1riq 1)1 t11ese Uy1ic-un1c

l.1t1u 1ssur~~. n11d li.w tt1nveu 111 :111 env11ur 1rner 1t t1 1nt

1PqL11res '1rs1;1niznt1u1 h to !)P 111crPasin~ly oyile, l I 11s

k, K' ,wl,-,l f:.Y '· rol 11 ,le• 1 .v1t11 ou1 unr1e, st 1nd1r ,n ot cl11;.•nts'

11•:;>ec1s to 1111d tl ie 11\jl1l skills <11 t11e n\jllt l11Tle , hm,

1llowed LI', tu 111c-llcl1 ri11llio11s uf 111011 and wo111u11 le>

11 lt~ 11~111t 1• ,t, 1pp'11 11 H 11tv Our 1111ss1011 1s to excPI c1s

r1 I Jl 1s 111e~;: 1nci cunt11LiutP to ti 11-, well-I ie111\J ot tile

vr nrnur 11t1, 11' WI 1,rl I w" liw .ind -vrnh. Our foundPrS

r-•vpressed t11r:, rni~:;s1u11 as ·or;1ny well l)V do111u

,,irnl." rn1tl ll11s L111;1htv ot \Jlll\Jl'se is wl1nt luels rnv

JJP1 sonal passion for ti 1e bus1ni,ss. I know the sarne

1s l!ue 101 Mn11µowerGroup colleaguef across lt1e

qlobe; we connect unique 1ndivrduals to meaningful

wo, k, every cJay.

As I look heyond thr~ cu,rent labr)( market dynrnnrcs.

I see 'ur>d~an ,ental chw1ges t/1,11 will µrov1de our

u1\p111zal1u11 willl trerne, 1cJous opportunities. In the

H1J11 1rn1 Ag(), jo!J r:1nu wage opportunities will not[)<~

ci,-:;tnl.Juted 8venly, by skills or qeograpl 1y. Businesses

will 1ricren~;111uly rely m ll1e1r workforce to be orgaruzed

ir1 1 if'W wr1vs. Orgcirn1,,t1onal c1g1lity, responsiveness

-11 l<.I rnp.:,l>,lity ,lie tou1ictcit1oml 1or lonu term succ.;css.

Our workto,ce expert1Sf:' will help our clrents succeed

ov h.-irne~,s1119 talellt wt1erever a11d wher 1ever It ,s 11Peded a11d I JrowJ111q pred1ctc1t1le talent outcomes Ill :1 world r ,t unpreclictol)le c,rcurnstances.

R:1p1cJ char1ge 'MIi c011t111ue to rmµact tl1e \NOrld of work.

I nrn proud ,ind honor~(1 to le.:id ManpowerGroup as

we l)(1g1n d 11r;w cn::iµter in our 1oumey ')f growtt1 and

11111ovat1or 1. TrnJethrn w1t11 our silarelioltie1 s. clients.

r..:;.111clr:.1rnP' 111d colleagues, we will cont111ue to lever·age

Ol ir stro11~J foundation to advance our recruitment

c111ct tale11t rn~111agemP.11! solutions to dnve business

PrP.sodent· ManpowcrG, oup

C t1111t E1ccu1tv1 1 0 1!1c;cr, OIIP<.'IIVO Mav 1. 2014

Letter to Investors ManpowerGroup 20 13 Annual Roport 19

Accelerating Our Commitment to Corporate Social

Responsibility and Sustainability For 65 years o u R Pu R Po s E has been to power the world of work. We

connect people with meaningful employment and employers with the best

talent. By unleashing potential, we foster sustainable workforces and thriving

communities. We can do this because:

OUR PEOPLE

OUR PRINCIPLES

OUR PROGRAMS

Governance

Cl') WORLD'S MOST

S ETHICAL "1 COMPANIES WWW.ETHISPHERE.COIVI

Thrue consrn.;ut1ve years

We value the broad range of perspectives and talents of our diverse workforce. We

promote and reward collaboration. high performance and community involvement.

We live by our values and conduct our business with integrity. We are committed

to ethical practices, responsible corporate governance and good citizenship.

We support local initiatives across the globe. We invest limo and resources to

build the ski lls and work-readiness of individuals. ensure workplace inclusivity

• nd strengthen at-nsk populations.

RC1cogni1er1 tor t,orig ~1r1d ettHC'll govcmancP.

FTSE4Good S1x consecutive ycnrs

WIWIU Of

Dow Jones Sustainability Indices In Collaboration with RobecoSAM

Six consecutive years.

Diversity 65 V 'flrS ot icivocm:y for workforce d1vurs1ty

Sc1brina W. Robins. Ph.D. D1rector-Opera11ons

prl's,1nts an award at MnnpowNGroup·s 11th

annt1ill SuppliPr Diversrtv Roundlrtble

20 Ma11powerGro11p 2013 Annuul Rcporl Sustainability

Percentage of women 1n leadership roles at ManpowerGroup

340/ of Global /0 L.,adersf11p feain

r-:::.501_ ot 0 /0 Manogors

iiiii 300/ ofBo:ird

/0 of D1rectors

• • • •

''' Named a 2020 Wom,•n on Boarrls Winning Company for our

commitmenl to gender diversity al the hi~Jhest lcv I.

Making a Difference in Communities Around the World

Focusing on Ability

ManpowerGroup recognizes that disabilities

do nol have to prevent people from reaching heir full potential In the world of worls. Our

nationwide Access2Ability"' program partners w il h Easler Seals and slate vocational

rehabilitation organizations to help iob seekers witt1 disabilit ies. including veterans.

Celebrating 65 Years of

Promoting Workplace lnclusivity

ManpowerGroup Argen11na's volunteer program-"lntertwined"- promotes workplace inclusivity and supports programs

that increase opportunities tor disadvantaged populat ions, including at -risk youth, rural workers, people with disabilities and refugees.

/' r

Tackling Youth Unemployment

ManpowerGroup Foundation works with

French non-profits o help thousands of

young job seekers, including high school and

university students, make informed career

choices and secure gainful employment.

Teaching Transferable Skills

Tl1e Defence Indigenous Development

Program teaches economically 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 20131\nnual Report 21

At a Glance

2013 Segment Revenues In Mlho•is !Si

STOCK INFORMATION

SHARES OUTSTANDING

79 ,355,988 (as ol Dec 31 , 20 t3J

AVG . DAILY VOLUME

600, 000+ /s"8•o• per day In 2013)

Amancas 4,510.2

NQf1hem E.irope 5, 736.8

Af'ME 2,447.7

Righi Management 316.8

2013 SHARE PRICE HIGH ANO LOW

$86. 66/$43.49

STOCK EXCHANGE

NYSE (Ticker: MAN)

People Placed in Permanent, Temporary and Contract Position s

Systemwide Offices

3. t2•

3.• 53

3.764

J.677

3,9 0

22 ManpowerGrollµ 2013 Annual Repo,t Al a Glance

201 3 Segment Operating Unit Profi t tnM1lhons(SJ

FISCAL YEAR ENO DATE

December 31

MARKET CAPITALIZATION

$6.8 billion (as ct Dae 31. 2013)

143.7

Soulhe<n lJfopa 264 6

Northern t.«rope 139. 7

APMI: 708 ----R,gnl Managornem 20.4

NUMBER OF SHARES ISSUED

112,014,673 (as of Dec 31, 20 131

Strong Record of Long -Term Revenue Growth ln8iHl0091SJ

25

20

15

10

5

0

' 9'00 '01 '02'03 '04'05'0 '07 '08'09'10 ·11 '12'13

Financial Highlights

Revenues from Services(al In M••IOOS ($1

2013 oresenlecl lo 11!:J J challenging econorrnc envkonmer1t. However. we were able lo acti,eve ,evenues of $20.3 b1H1on. dow 2 1°\I in oonslanl currency

'13 L'f/.i;!~il'

'12 ·' ,·~o

'11 .·2~)Jil)

'10 '1fli16

'09 II• I ~~8 I

Operating Profit tnM1HK>nst$)

()pe(atu,g prolil ll10'8ased to $ti1 1 9 m1U10C1 E..Kduding l'C>n recurnng ,l&ms opemlng prof111ncreased 28 I'll, 111 constant u irrency trom 2012. lo $60 I 3 million 1n 2013

'13

'12

·11

'1 0

'09

Operating Profit Margin 1n Percont

Operating profit ma,gn increased 10 2 5S,, Bcclud,ng non recurnng ,lams. operatng pmfrt marg,n uveaseo 1rom 2.30,, ,n 2012 10 J 0% ,n 201J

'13

·12

'11

·10

'09

- t· ~-

Emerging Market Revenues In MliOOS(SJ

Emer 1t19 market revenues gr w 3 B% ,n 20 I 3 Key expansKJn ma1kAIS grew India (,23 2%). Bra11l (+ 16 Y'\,,) and Russ,a (• 133%)

'13 t1 rl , H

·12

'11

'10

'09

.:11

l"

1a) n 0\/f.lnu1:,s from SfJt11k:u, 111dude6 fOt.!~ rece1vod from our fmr1chlsr, ol!ic;es ol $('2.3 m1l~or1, $2:1.b m,n on. S?t>.~ 11 ,~l,on $23.~J rnllli()<i and $?4 " n111t1un lo, ?O(Xl ~(}10, ?01 I XH2 and 201,1, ·ewoco...atv. lhesu fp,e~ i'.!18 pnma,,1y uased on revenues 09nera1 I by !he 1rancht:,o olticos ""'*tl<Au•I.! 746.'"'nljl $9t:.BO,nll!M $1.075.:?rNl or $l.061,8 11llkintinoS1. 9.t mltOI tOf 20)9 ~10 2011 l'Ol2 ann 201J 1ospectl'Y8fy In 1he Ur'llll'tl'l :;1.:iws where !l)f· m.:1,0,,fy o101 11 tral'f'.ri1•,,,s operat& rmaiiu~ hClnl $i,h11(:t,& 1nc,lut1ss ltf':ls rt;t.UNttfJ trnt11 the r&IJt9'1 lronchQ;tt op£>rRIIOWi ol SHl.-5 n1,l,on, $13) r)11ll1tin, S13.R 111il!ion S 14.6 rr11HK,n 11nd $ 15.~ n11lhon to, )t)09 .?Olll /Ot I , 2012 ana 2U1J. 1~l1V+,ly. T~ ft:oes ~,e pr1marlty ba&ed on ,eH.iues {l&nbl'dlfJ•I 0y !hf> !ranch se or.arAht)l''5 l"lhK:11 we,11 S45d.3 '1llltion. $622.0 fl\llori $6'6.1 m l ,on $691 '1lillt0o anri SfJ95.t, n •.on l{J( 2000 ,010. 201t linl and 2013 r~poctr.'61,,

(DI AmOi,niG o~ctune 1tia lrllpact ot glo nl fE!(,.!rucnmno ct1.:11u1;1s. (Seo Nme I 10 1tio CorisoKdmoo Rnt.1111 1,}f Slaterr,e11t~ 1111 lutthr·1 1n!r•nt,.1tl0( I

Return on Invested Capital (ROIG) In Perrarn

R turn o 111vested capital is darned as operating profit alter lax cl•v<led by the average monthly total ol net debt and eqwty tor the yea, Net debt ,s defined as 1otaJ debt less cash and cash equ,vale!'ts

' 13 11 •,•l'L 11 .:.'1 I

·12 J ~ ' hi)~

'11 1(/r\'ilt, HJ 1 '.-.

'10 ,:tt.;,

'09 ':i., 0 '"·

Net Earn ings In M1UK>fls ($1

Nel earrnf'l()S increased to $288 0 m1NK>n. Excluding non-recurnng items nel earn,ngs increased from $236 ~ m,rhon ,n 2012, lo $353 3 mtlhon 111 2013

Total Capitalization In MIA,ons 1$)

Debi as a pe<CMtageot total capHal11ahon was l b% ,n 2013. compared 10 2L"<, In 2012 and 22'11. In 2011

'13 1,11

' 12 " '11 ?- ·~ i

'10 ~J!t' ... 1,ltlt

'09 2. /'

Net Earnings Per Share-Diluted ($1

Net ea,n,ng per sharu <i•luted increased to $3 62 Excludh1g non-,ecurnng ,lams. 1t 1ncreased 50 8% In constant currency lrom 2012 lo$<••

'13 J ~· ')112

'12 ~. :

'11 ' (, ;JQ,1

'10 i.i1ltl

'09 I ' I 10 1/1

f' - A.~ Peoo<1"'1

lcl Amo11t1is {t.(Cludo 1110 1rnpac1 ol leonl ecs11, and oluDal •es:1t1.-1Cl11111~ cha•ges. (S110 Nctc 1 10 ,r,o Co~uhdmed Fmi.lrlLl.al Stmemc-nl!t tu, •urthet" inltJ11'"41\IOft.)

Id) /ur,oor•1i. PACi.Jrli- 11,e irnoac1 DI lh+> (1'.x-lWII Br!tJ in1ar,g,bte asse1 .moai,mo111 cn:K es ,em100 1.i a.n M~lllielll& 11"1 Rql I M.anac_Jt:t111..1" anCI J(llfufSOO W£,ls ll'lct qlotlal rf1Slf\Jilunrig cnargos

101 A11~u11ro O'llelude 1nc 11npuc1 lrn 11,tt 1,1(.00w,R 1,nLll\l11rient cnargu r&101ed to ,.1i.ir invcs1ment •n Jt.·ll1irsu11 Wtl!Ls, w ,.1 nu 1he sah;i ot .111 eqrnty rwcs1rnen1, charyu 1ela100 10 1ne 1••1 nr.1u;stimt1PI 01 111)' 1nt&rf•!'I rat(< t;wup "iqteements IH1o"t ,in1ef1Qef! mv.,iv,ng cred I larlt ,v aorl glolJ:II rostruct1Jfl0()

nar1)'-f·

Financial H1ghll9hts Mu,1pawerGmup 2013 Annual Repon 23

24 ManµowcrC,oup 20131\noual Report Tobie of Contents

TABLE OF CONTEN T S

25 Management's Discussion & Analysis

49 Management Report on Internal Control Over Financial Reporting

50 Reports or Independent Registered Public Accounting Firm

52 Consolidatod Stritements or Operations

52 Consolidated Statements of Comprehensive Income

53 Consolidated Balance Sheets

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 Pnncipal Operating Units

87 Corpcrate Information

MANAG EMENTS DISCUSSION & ANALYSIS

81J',l lll", Ovr:-r v1< 'N

ManpowerGroup Inc. is a world leader in innovative workforce solutions ancl

services. Our global network oi over 3,100 offices in 80 countries and

territories allows us to meet the needs of our global , multinational and local

clients across all major industry segments. We develop solutions that drive

01ganizations forward , accelerate individual success and help build more

sustainable communities. We power the world o work.

2013 Segment Revenues n r.A-N,"'1.

4 510.2

APV 2 447 7 By offering a comprehensive range of workforce solulions and services, we

help companies at varying stages in their evolution increas productivity,

improve strategy, quality and efficiency, and reduce costs across their

work force to achieve their business goals. ManpowerGroup's suite ot

innovative workforce solutions and services includes: 2013 Segment Operating Unit Profit

• Recruitment and Assessment - By leveraging our trusted brand, industry

knowledge and exper1ise, we identify the right Jalent in the rigl1t place

to help our clients quickly access the people they need when tlley need

them. Through our 1ndustry-lead1ng assessmen ts, we gain a deeper

understanding of the people we serve to correctly identify c· ndidates·

potential, resu lting in a better cultural match.

• Training and Development - Our unique insights into evolving employer

. . /IJ 1 r& 143,7

S.,urt11"otn l'-lW'opEI 264 .6

NOll/)...'111. Euope 139.7 N'Mf 70.8 R•>]hlY~r 20 4

needs and our expertise in training and development help us prepare candidates and associa es to succeed in today's

competitive mark tplace. We offer an extensive por1folio of training courses and leadership development solutions that

help clients maximize talent and optimize performance.

• Career Management - We understand the human side of business to help individuals and organizations unleash human potential to enhance skills. increase effectiveness and successfully manage career changes and workforce transitions.

• Outsourcing - We provide clients with outsourcing services related to human resources functions primarily in the areas

of large-scale recruiting and workforce-intensive initiatives that ure outcome-based, thereby sharing in the risk and reward

with our clients.

• Workforce Consulting - We help clients create and align their workforce strategy to achieve their business strategy,

increase business agility and flexibil ity, an accelerate personal and business success .

This comprehensive and diverse business mix helps us to partially mitigate the cyclical effects ol the national economies in

whicl1 we operate. Our family of brands ancl offerings includes:

• Manpower - We are a global leader in contingent and permanent recruitment staffing. We provide businesses with rapid

access 10 a highly qualified and productive pool of candidates to give them the fie ib1lity and agility they need to respond

to changing business needs.

• Experis - We are a global leader in prof ssional resourcing and project-based solutions. Wit11 operations in over 55 countries and territories, we delrver 49 million hours of professional talent specializing 1n Information Technology (IT),

Engineering, Finance and Healthcare.

• Right Managemen1 - We are a global leader in talent and cRr er management. Through our innovative and proprietary

process, we leverage our expertise in employee assessment. leader development, career management and workforce

transition and outplacement to increase productivi ty arid optin11ze business performance.

• ManpowerGroup Solul ions - ManpowerGroup Solutions is a leader in outcome-based, talent-driven solutions. Our

offerings include best-in-class Talent Based Outsourcing (TBO). TAPFIN - Managed Service Provider (MSP), Recruitment Process Outsourcing (RPO), Borderless Talent Solutions (BTS). Strategic Workforce Consult ing (SWC) and Language

Services.

Management·s Olstusslon &Analysis Ma1111oworGroup :2013 /\1mual Ropor1 25

MANAGEMENT'S DISCUSSION & ANALYSIS ol 1111111, tdl 0 01irl1 t1nn ,, nd I r 1Jil 'J I 0 111 1 il1 r11 ,'

Our leadership position allows us to be a center for quality employment opportunities for people al all points in their career

paths. In 2013. the 3.4 million people we connected to opportunities and purpose worked 10 help more than 400,000 of our

clients meet their business ob1ect1ves. Seasoned professionals, skilled laborers. temporary lo permanent, parents returning

to work, seniors wanting to supplement pensions, previously unemployed youth and disabled individuals all turn to the

ManpowerGroup companies for employment poss1b1lities. Similarly, governments 1n the nations in wl1ich we operate look to

us to help provide employment opportunities and training to assist the unemployed 1n gaining the skills they need to enter

the workforce. We provide a bridge lo experience and employment, and help to build more sustainable communrties.

Our industry 1s large and fragmented, comprised or thousands of firms employing millions of people and generating billions

of United States dollars in annual revenues. It is also a highly competitive industry, reflecting several trends in the global

marketplace. notably increasing demand for skilled people and consolidation among chents and in the employment services industry itself.

We manage these trends by leveraging established streng ths, including one or the employment services industry's most

recognrzed and respected brands: geographic diversification; size and service scope: an innovative product mix: and a

strong client base. While staffing is an important aspect of our business. our strategy 1s focused on providing both the

skilled employees our clients need and high-value workforce management, outsourcing and consulting solutions.

Client demand for workforce solutions and services 1s dependent on the overall strength or the labor market and secular

trends toward greater workforce flexibility w1thrn each or the countries and territories 1n which we operate. Improving

economic growth typically results 1n increasing demand for labor, resulting 1n greater demand for our staffing services.

During periods or increasing demand, we are able to improve our profitability and operating leverage as our current cost base can support some increase in business without a similar increase in selling and administrative expenses.

Correspondingly, during periods of weak economic growth or economic contraction. the demand for our staffing services

typically declines. When demand drops, our operating profit 1s typically impacted unfavorably as we experience a

deleveraging of our selling and administrative expense base as expenses may not decline at the same pace as revenues. In

periods of economic contraction. we may have more signrficant expense deleverag1ng, as we believe it 1s prudent not lo

reduce selling and administrative expenses to levels that could negatively impact the long-term potential of our branch network and brands.

The nature of our operations is such that our most significant current asset is accounts receivable, with an average days

sales outstanding of approximately 55 days based on the markets where we do business. Our most significant current

liab11it1es are payroll related costs, which are generally paid either weekly or monthly. As the demand for our services

increases. we generally see an increase in our working capital needs, as we continue to pay our associates on a weekly or

monthly basis while the related accounts receivable are outstanding for much longer. which may result in a decline in

operating cash flows. Conversely, as the demand for our services declines, we generally see a decrease in our working

capital needs. as the existing accounts receivable are collected and not replaced at the same level, resulting 1n a decline of

our accounts receivable balance, with less of an effect on current liabilities due lo the shorter cycle time of the payroll

related items. This may result in an increase in our operating cash flows, however any such increase would not be sustainable 1n the event that the economic downturn continued for an extended period.

Our career management services are counter-cyclical to our staffing services. wh1Ll1 helps to offset the impact or an econo1rnc downturn on our overall f1nanc1al results.

Due to our industry's sensitivity to economic factors. the inherent difficulty 1n forecasting the direction and strength of the

economy and the short-term nature of staffing assignments. 11 1s difficult to forecast future demand for our services with

absoh1te certainty. As a result, we monitor a number of economic indicators, as well as recent business trends, to predict

future revenue trends for each of our reportable segments. Based upon these anticipated trends, we determine what level

of personnel and office investments are necessary lo take full advantage of growth opportunities.

Our business 1s organrzed and managed prnnanly on a geographic basis, with Right Management currently operating as a

separate global business unit. Each country and business unit generally have their own distinct operations and management

team. providing services under our global brands. We have an executive sponsor for each global brand who is responsible

for ensuring the integrity and consistency of delivery locally. Each operation reports directly or indirectly through a regional

manager, to a member of executive management. Given this reporting structure, all of our operations have been segregated

into the following reporting segments: Americas. which includes United States and Other Americas; Southern Europe,

which includes France, Italy and Other Southern Europe: Northe111 Europe: APME (Asia Pacific Middle East): and Right Management.

26 M,t11J.KlW(1rGroup 2013 Anrnr,11 Rcpof1 Man1gement·s Discussion & Analysis

( ' \

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The Americas, Southern Europe, Northern Europe and APME segments derive a significant majority of their revenues from the placement of contingent workers. The remaining revenues· within these segments are derived from other workforce solutions and services, Including recruitment and assessment, training and development, arid ManpowerGroup Solutions. ManpowerGroup Solutions includes TBO, MSP, RPO, BTS, SWC and Language Services. Right Management's revenues are derived from. career management aild workforce consulting services. Segment revenues represent sales to external clients. Due to the nature of oi.Jr business, we generally do not have export sales. We provide services to a wide variety of clients, none of which individually comprises a significant portion of revenues for us as a whole or for any segment.

Financial Measures - Constant Currency and Organic Constant Currency Changes in our financial results include the impact of changes in foreign currency exchange rates and acquisitions. We provide "constant currency" and "organic constant currency" calculations in this report to remove the impact of these items. We express year-over-year variances that are calculated in constant currency and organic constant currency as a percentage.

When we use the term "constant currency," it tneans that we have translated financial data for a period into United States dollars using the same foreign currency exchange rates that we used to translate financial data for the previous period. We believe that this calculation is a useful measure, indicating the actual growth of our operations. We use constant currency results in our analysis of subsidiary or segment performance. We also use constant currency when analyzing our performance against that of our competitors. Substantially all of our subsidiaries derive revenues and incur expenses within a single country and, consequently, do not generally incur currency risks in connection with the conduct of their normal business operations. Changes in foreign currency exchange rates primarily impact reported e3rnings and not" our actual cash flow unless·earnings are repatriated.

When we use the term "organic constant currency," it means that we have further removed the impact of acquisitions in the current period from our constant currency calculation. We believe that this calculation is useful because it allows us to show the actual growth of our pre-existing business.

Constant currency and organic constant currency percent variances, along with a reconciliation of these amounts to certain of our reported results, are included on pages 36 and 37.

Results of Operations - Years Ended December 31, 2013. 2012 and 2011 In 2013, we expf:rienced revenue declines in most of our markets as demand for our services continued to be unfavorably impacted by the economic uncertainty. While we have seen Improving trends throughout the year in many of our markets in the Americas and Europe, our APME segment has seen continued declines due to the soft demand for our staffing/ interim services and fewer billing days in 2013 compared to 2012. Our'consolidated revenue growth-improved throughout the year, with a 6% decline in the first quarter improving to 1% growth in the fourth quarter as the global economy started to stabilize. Our staffing/interim business and our European permanent recruitment business declined during the year, while our ManpowerGroup Solutions business continued to see solid growth due mostly to growth in our RPO and MSP offerings. At Right Management, the decrease in demand for our talent management services persisted in 2013 as companies continued to delay discretionary spend through much of the year, while demand for our counter-cyclical outplacement services remained flat in 2013 compared to 2012.

Our gross profit margin in 2013 compared· to 2012 remained flat as the slight improvement in our staffing/interim gross profit margin was offset by the decline in 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'lmpot pour la Competitivite et l'Emploi ("CICE") in France, with additional improvement from strong price discipline in the United States. These gains were largely offset by margin declines that we experienced in certain European and APME countries and territories due to continued pricing pressures. For additional information on the CICE payroll tax credit, see the Employment-Related Items section of Management's Discussion and Analysis.

We recorded $89.4 million of restructuring charges in 2013 as we further simplified our organization and recalibrated our cost base, a continuation of the simplification and cost recalibration plan we began in the fourth quarter of 2012 that impacted all of our segments as weH as our corporate functions. Selling and administrative expenses decreased 5.7% in constant currency in the year, or 7% excluding the restructuring charges in each year, as we are seeing the bSnefits of

Management's Discussion & Analysis ManpowerGroup 2013 Annual Report 27

MANAGEMENT'S DISCUSSION & ANALYS IS ,.,11 11 1 111 n d conrlll in n ,rnd rv 1dtr o f opr'1 1t 10 nc

these simpli fication and cost reca libration ac tions. Typically a slowdown in revenues like we saw in 2013 impacts our

operating profit unfavorably, as we generally experience a deleveraging of our selling and administrative expense base as

expenses may not change at the same pace as revenues. However, due to our simplification and recalibration actions, we

were able to decrease our selling and adm1r11strative expenses at a faster pace than the decrease in revenues, which

enabled us to better leverage our expenses and favorably impact our operating profit lor 2013.

We executed the simplilicat1on and cos! recalibration plan 1n the fourth quarter or 2012 on the premise that we were

entering into a conl1nued period of sort economic condi tions with a sluggish recovery. The goal of our plan was to simplify

our organization by creating the ngt1t agility and speed, and focuses around four different areas: organization, programs.

technology, and delivery. We achieved a reduction in selling and administrative expenses of $ 152 million in 2013, and

expect to realize an additional reduction of $40 million in selling and adm1nistrat1ve expenses in 2014 as a result of this plan.

The plan focused on recalibration of our costs and thus, we do not expect the cost savings specific to this plan to return as

our revenue volumes increase. The primary elements of the simplification and cost recalibration plan were implemented in

2013 and we will con tinue to evolve and enhance our delivery channels.

CONSOLIDATED RESULTS - 2013 COMPARED TO 2012

The following table presents selected consolidated financial data for 2013 as compared to 2012.

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Revenues from services $20,250,5 $20,678.0 (2.1)% (2.1)% (2.4)% Cost of services 16,683.8 17,236.0 (2.0) (2.0)

Gross profit 3,366.7 3,442.0 (2.2) (2.1 ) (2.4) Gross pro/1/ marg,n 16.6% 16.6%

Selling and administrative expenses 2,854.8 3.030.3 (5.8) (5.7) (6.0) Selling and admmistral!Ve expenses as a 9/, of revenues 14.1% t4.7%

Operating profit 511.9 411.7 24.3 24 .3 23.8 Operat,ng profit marg,11 2.5% 2.0%

Net Interest expense 33.4 35.2 (5.0) Other expenses 3.0 8. 1 (63.0)

Earnings before income taxes 475.5 368.4 29.1 28.9 Provision for income taxes 1B7.5 170.8 9.8 Effective income tax rate 39.4% 46.4%

Net earnings $ 288.0 $ 197.6 45.8 46.4

Net earnings per share - diluted $ 3.62 $ 2.47 46.6 47.0

Weighted average shares - diluted 79.6 80. 1 (0.7)

The year-over-year decrease in revenues from services of 2.1 % (-2.1% 1n constant currency and-2.4% 1n organic constant

currency) was attributed to :

• decreased demand for services 111 several of our markets within the Americas, Southern Europe and Northern Europe,

where revenues decreased 1.9% (-0.5% in constant currency), 0.2% (-3.6% in constant currency and -3,9% in organic

constant currency) and 0.6% (-1.7% 1n constant currency and -2.3% in organic constant currency), respecttvely;

• revenue declines in our larger markets of France and Italy of 5.8% (-6.0% in organic constant currency) and 0.3% 1n

constant currency, respectively, due lo the current economic environments in those countries;

• revenue decline 1n the United States of 1.4 % primarily due to a decrease in our larger strategic account client revenues

because or softening demand, a large client proiect in our Manpower business line that concluded 1n the first quarter of

2013 and strong pnce discipline on new business opportunities ;

• revenue decrease in APME of 10.3% (-1 .4% in constant currency) prima1ily due to the decline in demand for our staffing/

interim services, resulting from two fewer bill ing days and legislative changes in China fhat restricted the use of temporary

employment, and to a decline 111 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 ManovwerGmup 20 13 Annual Repan Management·s Discussion & Analysis

• 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.

The gross profit margin remained flat year-over-year as the 10 basis point (0:10%) favorable impact from the improvement in our staffing/interim margin was offset by a 10 basis point (-0.10%) unfavorable impact resulting from the 7.3% year-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 and a social security reserve recorded in France.

The 5.8% decline in selling and administrative expenses in 2013 (-5.7% in constant currency and -6.0% in organic constant currency) was attributed to:

• a 6.1% decrease in our organic salary-related costs, because of lower headcount;

• a 6.3% decrease in lease costs because we closed over 300 offices in 2013, as a result of office consol!dations and delivery model changes;

• a decrease in legal costs in 2013 compared to 2012, primarily related to the $10 million settlement agreement in 2012 in connection with a lawsuit involvlng allegations regarding the Company's vacation pay practices in Illinois; and

• a 10.5% decrease in non-personnel related costs, excluding legal and lease costs noted above, as a result of the simplification and.cost recalibration actions taken; partially offset by

• restruct~ring costs of $89.4 million, comprised of $18.0 million in the Americas, $7.8 million in Southern Europe, $39.0 million in Northern Europe, $6.2 million in APME, $14.0 million at Right Management and $4.4 mllllon in corporate expenses in 2013, compared to restructuring costs of $48.8 million, comprised of $9.8 million in the Americas, $3.8 million in Southern Europe, $13.2 million in Northern Europe, $0.7 million in APME, $10.9 million at Right Management and $10.4 million in corporate expenses in 2012; and

• the additional recurring selllng and administrative costs as a result of the acquisitions in Southern Europe, Northern Europe and the Americas.

Selling and administrative expenses as a percent of revenues decreased 60 basis points (-0.60%) in 2013 compared to 2012. The change in selling and administrative expense as a percent of revenues consists of:

• a 50 basis point (-0.50%) 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 and lease 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 20 basis point (0.20%) increase due to the restructuring costs of $89.4 million in 2013 compared to $48.8 million in 2012.

Interest and other expenses are comprised of interest, foreign exchange gains and losses and other miscellaneous non­operating income and expenses. Interest and other expenses were $36.4 million in 2013 compared to $43.3 million in 2012. Net interest expense decreased $1.8 million In 2013 to $33.4 million from $35.2 million in 2012 due to lower debt levels as we repaid our €200 million Notes in June 2013 with cash. Other expenses were $3.0 million in 2013 compared to $8.1 million in 2012. This decrease is due partly to the increase in equity investment income in 2013 compared to 2012, primarily related to a gain on sale of investments by our minority-owned Swiss Franchise recorded In 2013.

We recorded an income tax expense at an effective rate of 39.4% in 2013, as compared to an effective rate of 46.4% in 2012. The 2013 rate was favorably impacted by a change in the overall mix of earnings, primarily an increase to non-U.S. income, utilization of net operating losses, and by the reinstatement of the United States Federal Work Opportunity Credit ("WOTC"). The WOTC was retroactively reinstated 10 January 1, 2012 as part of the American Taxpayer Relief Act, which was enacted on January 2, 2013. We recognized the $7.0 million tax benefit related to 2012 during the first quarter of 2013, the period during which the law was enacted. The American Taxpayer Relief Act also extended the WOTC through December 31, 2013. The 39.4% rate is higher than the U.S. Federal statutory rate of 35% due primarily to the French business tax and other permanent items.

Net earnings per share - diluted was $3.62 in 2013 compared to $2.47 in 2012. Foreign currency exchange rates unfavorably impacted net earnings per share - diluted by approximately $0.01 In 2013.

Weighted average shares - diluted decreased 0.7% to 79.6 million in 2013 from 80.1 million in 2012. This decrease is the result of the full-year impact of share repurchases we made in 2012, partially offset by an increase in the dilutive effect of share-based awards due to the exercises in 2013 and the increase In our share price.

Management's Discussion & Analysis ManpowerGroup 2013 Annual Report 29

MANAGEMENT'S DISCUSSION & ANALYSIS nl l111.rnr1.:il ,.011rl11io11 .Jnd rpc,1!11,, of nper1l1n11'

CONSOLIDATED RESULTS - 2012 COMPARED TO 2011

The following table presents selected consolidated financial data for 2012 as compared to 2011.

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1111 m1ll10n!- .-i,, rtrl Pl' hJ I• Q.,t,l 1UP v~r,11nrl" rur;. nci,, Cu ,.ei,r

Revenues from services $20,678.0 $22,006.0 (6.0)% (1.4)% (2.0)% Cost of services 7,236.0 18,299.7 (5.8)

Gross profit 3,442.0 3,706.3 (7.1) (3.0) (3.7) Oross profit margin 16.6% 16.8%

Selling and administrative expenses 3,030.3 3,182.1 (4.8) (0.8) (1.5) Selling and admm1srra11ve expem;es as a % of revenues 14. 7'lv 14.5%

Operating profit 41 .7 524.2 (21 .5) (16.5) {17.2) Operating profit margin 2.096 2.4%

Net interest expense 35.2 35.5 (0.8) Other expenses 8.1 8.8 (8.2)

Earnings before income taxes 368.4 479.9 (23.2) (18.2) Prov1s1on for income taxes 170.8 228.3 (25.2) Effective income ta,· rate 46.4% 476%

Net earnings $ 197.6 $ 251 .6 (21.5) (16.3)

Net earnings per share - diluted $ 2.47 $ 3.04 (18.8) (14.1)

Weighted average shares - diluted 80.1 82.8 (3.3)%

fhe year-over-year decrease in revenues from services of 6.0% (-1.4% in constant currency and -2.0% in organic constant

currency) was attributed to:

• decreased demand for services in several of our markets within Southern Europe and Northern Europe, where revenues

decreased 11.7% (-4.2% in constant currency and -5.3% in organic constant currency) and 6.3% (-1.3% in constant

currency). respectively. Several of our larger markets such as France and Italy expenenced revenue declines of 12.2%

(-4.6% in constant currency and -6.1% in organic constant currency) and 15.8% (-8.9% 1n constant currency),

respectively, due to the current economic environment in these countries;

• revenue decline in t11e United States of 4.0% primarily due to a decrease of our key account client revenues because ol

softening demand as well as stronger pricing discipline on new business opportunities;

• decreased demand for talent management services at Right Management, where these revenues decreased 12.8%

(-11.2% 1n constant currency): and

• a 4.6% decrease due to the impact ot currency exchange rates; partially offset by

• our acquisitions of lhree entities in APME during April 2011, two acquisi lions in Soulhern Europe at the end of SeP,tember

2011 and in April 2012, and one acquisition In the Americas during April 2012, which combined to add 0.6% of revenue

growth to our consolidated results;

• Other Americas and APME experienced revenue growlh of 9.6% and 1.6%, respectively, 1n organic constant currency; and

• increased demand for our outplacement services al Right Managemenl, where these revenues increased 10.1% (12.2%

1n constanl currency).

The year-over-year 20 basis poin1 (-0.20%) decrease in gross profit margin was primarily attributed o:

• a 40 basis prnnt (-0.40%) decline from our staff1ng/1ntenm business primarily related to pricing pressures 1n some o 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 higher­

margin outplacement services; and

• a 10 basis point (0.10%) increase due to the impact ot currency exchan e rates.

30 ManpowerGroup ~1013 Annual Report Managemrnt's Discussion & An.alys,s

The 4.8% decline in selling and adrn1nistraflve expenses 1112012 (-0.8% 1n constant currency and - 1.5% 1n organic constant currency) was attributed to:

• a decrease in our organic salary-related costs. because of lower lieadcount and lower variable incentive-based costs;

• a 4.0% decrease due to the impact of currency exchange rates: partially offset by

• restructuring costs of $48.8 milhon:

• legal costs of $10.0 million 1n the United States, pnmanly related to a settlement agreement 1n connection with a lawsuit involving allegations regarding the Company's vacation pay practices 1n Illinois; and

• the additional recurring selling and adm1nistrat1ve costs as a result of the acquisitions 1n Southern Europe. APME and the Amencas.

Selling and adm1nistrat1ve expenses as a percent of revenues increased 20 basis points (0.20%) in 2012 compared to 2011 . rhe change 1n selling and administrative expense as a percent of revenues consists of:

• a 15 basis point {0.15%) increase due to the restructuring costs of $48.8 million tn 2012 compared lo $23.1 million it1 2011; and

• a 5 basts point (0.050o) increase due to the legal costs of $10.0 mill1on 1n the United States as noted abov~.

Interest and other expenses were $43.3 million 1n 2012 compared to $4'1.3 mllhon in 2011. Net interest expense decreased $0.3 million in 2012 to $35.2 million from $35.5 million 1n 2011 due to lower interest rates. Other expenses decreased $0.7 million in 2012 due primarily to a $1.0 million decrease in translation losses.

We recorded an income tax expense at an effective rate of 46.4% for 2012. as compared to an effective rate of 47.6% for 2011. The 2012 tax rate 1s lower than the 2011 rate due to the benefits resulting from the changes 1n our legal ent1ly structure. The 46.4% effective tax rate 1s higher than the Untied States Federal statutory rate of 35% due pnmarily to valuation allowances. other permanent items. discrete items related to restructuring costs described further 1n Note 1 to the Consolidated Financial Statements. and the French business tax.

Net earnings per share - diluted was $2.47 in 2012 compared to $3.04 in 2011. Foreign currency exchange rates unfavorably impacted net earnings per share - dtlutecf by approximately $0.14 per share 1n 2012.

Weighted average shares - diluted decreased 3.3% to 80.1 million 1n 2012 from 82.8 1111lho11 in 2011. This decrease was primarily a result of the repurchase of 3.6 million shares in 2012.

SEGMENT RESULTS

We evaluate pertormance based on operating unit profit ("OUP"), which 1s equal to segment revenues less direct costs and branch and national headquarters operating costs. This profit measure does not include goodwill and intangible asset 1mpa1rment charges or amortization ot 1ntang1ble assets related to acquisitions, interest and other income and expense amounts or income taxes.

On a consolidated basis, the French business tax is reported in prov1s1on for income taxes, ,n accordance with tlie current accounting guidance on income taxes. Pnor to the second quarter of 2013, we internally reviewed the financial results of our French operations including the French business tax within OUP given the operational nature of these taxes. Whtie we continue to view this tax as operational, during the second quarter of 2013 we changed our internal reporting to exclude the French business tax from the OUP of our France reportable segment. Therefore. we are no longer required to show the business tax amount separately to reconcile to the consolidated results. All previously reported segment results have been restated to conform to the current year presentation. This change 1n segment reporting has no impact on our reporting of consolidated results.

Management·s Discussion & AnillystS Muns.xw .. -erGtOup:2(JIJ Arn ,, 11 R(>p()f1 31

MANAGEMENT'S DISCUSSION & ANALYSI S 111 1111,mrial rn11rli!1on ,md re•,11 11•, nf opPnl 1,11 ,..,

Americas Revenues In M '<>OS {$1

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Americas Operating Unit Profit In Mil<lns {$1

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~.1,10.2

1111 1

Americas - The Americas segment is cornpnsed of 722 Company-owned

branch offices and 180 stand-alone franchise offices. In the Americas, revenues

from services decreased 1.9% (-0.5% in constant currency) in 2013 compared

to 2012. In the United States, revenues from services declined 1.4% in 2013 compared to 2012. The revenue decline in the United States was attributable to a

decline 1n staffing/interim services 1n the Manpower and Experis business lines

due to softening demand from our larger strategic accounts 1n 2013 compared to

2012, a large client project in our Manpower business line that concluded in the

fi rst quarter of 2013 and strong price discipline in selectively accepting new

business opportunities. These declines were partia lly offset by an increase in

ManpowerGroup Solutions revenues of 14.2% and an increase in our permanent

recruitment revenues of 4.4% in the United States in 2013 compared to 2012. In Other Americas. revenues from services declined 2.7% (1.2% increase in

constant currency and 1.1 % increase in organi constant currency) in 201 :i compared to 2012, with a revenue decline in Argentina of 12.7%. partially offset

by revenue increases 1n Canada ol .8% (4 .0% 1n organic constant currency) and Mexico of 2.5%.

In 2012, revenues from services decreased 1.2% (0.5% increase ,n constant currency and 0.4% increase in orgallic

constant currency) compared to 201 1. In the United States, revenues from services declined 4 .0% in 20 t 2 compared to

201 1. The revenu decline in the United States was attributable to staffing/interim services within 1he Manpower and Experis business lines as demand from our larger strategic accounts softened in 20 12 compared to 2011 , and we

rna1nta1ned stronger pnc1ng discipline on new business opportunities. These declines were partially offset by an increase in

United States permanent recruitment revenues of 17.3% in 2012 compared to 201 1. In Other Americas. revenues from

services Improved 4.8% (9.9% In constant currency and 9.6% in organic constant currency) in 2012 compared to 2011 , led

by revenue growth In Canada, Mexico and Argen1ina of 19.2% . 10.0% and 8.2%, respectively, in constant currency (16.2% growth in Canada in organic constant currency).

Gross profit margin increased in 2013 compared to 2012 due to the favorable lmpact of II proved staffing/interim gross

profit margin resulting from s1ronger pricing discipline 1n the U111ted States. as well as continued growth in our

ManpowerGroup Solutions and permanent recruitment businesses. In 2012, gross profit margin increased slightly as the

Increase in our permanent recruitment business was partially offset by tho negative Impact from our interim business due

to pricing pressures. an increase in unbillable time and a decrease due to the reduced FICA taxes from tho one-time Hire Act credits in the United States in 2011 tha did no occur in 20 2.

In 2013. selling and administrative expenses decreased 5.6% (-4.5% in constant currency) due to S10.0 mill ion of legal

costs incurred in 2012 and declines in salary-related and lease costs as a resul t of the cost recalibrat ion plan. partially offset

by an increase in restructuring costs to $18.0 mill ion recorded in 2013 compared to $9.8 million 1n 2012. In 2012, selling and

administrative expenses increased 5.7% in constant currency due mostly to $9.8 million of restructuring costs and $10.0 m1ll1on of legal costs incurred 1n 2012 as well as an increase 111 bad debt expense 1n Other Americas as a result of some

uncollectlble accounts receivable. The increase was also due to additional t1eadcount 111 Mexico, Canada and Brazil to meet

the increased demand In those countries and high inflation in Argentina. Partially offsetting these increases was a decrease

In the United States. excluding the restructuring and I gal costs, due primarily to a decrease in variable incentive-based

compensation and lower office lease costs.

OUP margin ,n the Americas was 3.2% . 2.4% and 3.1% for 2013, 2012 and 2011, respectively. In the United States,

OUP margin was 3.4%, 2.0% and 3.0% in 2013. 2012 and 2011, respectively. The 2013 margin increase in the United

States was due to declines in salary-related and lease costs as a result of the cost recalibration plan, the 2012 legal costs and the improvement in the gross profit margin as noted above, partially offset by tl1e increase In restructuring costs. Other

Americas OUP margin was 2.8%. 3.2% and 3.2% in 2013, 2012 and 2011, respectively. The decrease in the Other Americas

OUP margin was due to the increase In restructuring costs in 2013 compared to 2012. The margin decrease in the Americas

1n 2012 was pnmanly due to he United States as a result ot the restructuring and legal costs noted above. as well as

expense deleveraging as we did not decrease expenses as quickly as revenues declined.

32 Manpo'NefGroup 2013 Ann al Report Manegem,nt'~ Discu,ston & Ana1ys1s

Southern Europe Revenues lnM

·13 7.237,0

'12 n',M

'1 1 B,21 1.8

Southern Europe Operating Unit Profit lnM 1$1

'13 '""

·1 2

'11

Southern Eur ope - In 2013. revenues from services in Southern Europe, which

includes operations in France and I aly, decreased 0.2% 1-3.6% 1n constan1

currency and -3.9% in organic constant urrency) compared to 2012. In 2013,

revenues from services decreased 6.0% 1n organic constant currency in France (which represents 73.0% of Southern Europe's revenues) and decreased 0.3% in

constant currency in Italy (which represents 15.0% of Southern Europe's

revenues). The ctecrease 1n France is due primarily to softening demand 1n the

staff ing/interim business and a 23.5% decline in constant currency 1n the

permanent recrui tment business. The decrease in Italy is due to a slight decrease

1n our staffing/interim services. In Other Southern Europe, revenues from services

increased 12.5% (7.9% in constant currency and 6.1 % in organir. const nt

currency) in 2013 compared to 2012 driven y the revenue increase in Por1ugal,

due to increased demand in the Manpower staffing and ManpowerGroup

Solution businesses, and in Spain, due mostly to an acquisition of some client

from a local competitor 1n ,July 2013.

In 201 2, revenu s from services in Southern Europe decreased 11.7% (-4.2% 1n constant currency and -5.3% in organic constant currency) compared to 2011.

In 2012, revenues from services decreased 6.1% 1n organic constant currency in France and decreased 8.9% in constant

currency in Italy and I.I% (6.9% increase in constant currency) in Other Southern Europe compared to 2011. These

decreases 111 France and Italy were due primarily to a softening demand in the starring/interim business as well as a 21.2%

decline 1n constant currency in our permanent recrui tment business, mostly driven by the funher winding down of the Pole

Emploi contract In France.

Gross profit margin increased in 2013 compared to 2012 due pnmarily to 1he CICE payroll tax credit 1n France, which was partially offset by the additional social security reserve recorded 1n France in 2013, the decrease in our permanent

recruitment business, and pricing pressures 1n the small/medium-sized business in France and in Italy that unfavorabl

impacted staffing/interim gross margins. In 2012, gross profit margin remained nat compared to 2011 as the improvement

related to our two acquisitions 1n France wns offs I by the decrease in our permanent recruitment business, including th

further wind down of the Pole Ernploi contract in France, and pnc1ng pressures in Italy that unfavorably impacted staffing/

interim gross margins.

In 2013, selling and administrative expenses decreased 3.8°a (- 6.9% 1n constant currency and -7.2% 1n organic constant

currency) compared to 2012 primarily related to the dec1ease in organic salary-related costs due to lower headcount,

partially oflset by an increase in restructunng costs lo $7.8 million recorded in 2013 compared to $3.8 million in 2012 and

the add1t1onal recurring selling and administrative costs resulting 1rorn the 2012 Damilo acquisition in France. In 2012, selling

and administrative expenses decreased 7.6% (- 0.1% in constant currency and - 2.4% in organic constant currency) compared to 2011. The decrease in selling and adm1nistral1ve expenses was due to lower organic salary-related costs as

headcount was reduced. partially offset by the additional cosls from the Proservia and Damita acquisitions, additional bad

debt expense incurred 1n France and Italy as a result of collection issues with certain clients, and $3.8 million of restructuring

costs in 2012 compared 10 $1.5 million in 2011.

OUP margin in Southern Europe was 3.7%, 2.6% and 3.1 Vo for 2013, 2012 and 20 11 , resp ct1vely. OUP margin increased

in 2013 primarily due lo France. where the OUP margin was 3.8%, 2.4%, and 2.7% in 2013. 2012 and 2011. respectively.

France's margin increase in 2013 was due to the improvement in tile gros,, profit margin and l11e decrease in salary-related

costs due to lower headcount, partially offset by !ho increase in restructuring costs in 2013 compared lo 2012. Italy's OUP

margin was 4.9%. 4.3% and 5.9% in 2013, 2012 and 2011. respectively. Italy's margin increase 1n 2013 was due to the

decrease 1n salary-related and lease costs from lower headcount and fewer offices, partially offset by the increase n

restructuring costs in 2013 compared to 2012. Other Southern Europe's OUP margin was 1.4%, 1.3% and 1.4% in 2013,

2012 and 2011. respecuvely. Other Southern Europe's slight margin increase 1n 2013 was due to the decrease in orgarnc salary-related costs partially offset by the decrease in the gross profit margin and increase 1n restructuring costs in 2013 compared to 2012. The margin decrease In Southern Europe in 2012 was primarily due to France as the increase in the

gross profit margin d1cl not fully compensate for the deleverag1ng of expenses as we did not decrease selling ancJ

administra1ive expenses lo the extent of the revenlJB decline as well the margin decrease 1n Italy due to the decrease in

gross profit margin and deleverag1ng of expenses.

Manageme:nrs Olsrusslon & Analysis M,.mpowerGro11p 2013 Annual R pon 33

MANAGEMENT'S DISCUSSION & ANALYSIS o l i lfl.flh 1a l frJ l1ri1l 10 ll ;ir,cj I l'S llll c., Of O[Wr'l!ICH1 ',

Northern Europe Revenues In M,111oos /$)

' 13 5, 738.8

· 12 5.713.g

'11 6, 15M

Northern Europe Operating Unit Profit

·13

'12

' 11

1 :m_T

1~ I

Northern Europe - In Northern Europe, which includes operations in the United Kingdom, he Nordics, Germany and the Netherlands {comprising 30.7%. 23.1 %,

12.1%. and 9.6%, respectively, of Northern Europe's revenues) , revenues trom services decreased 0.6% (-1.7% in constant currency and -2.3% in organic constant currency) 1n 2013 as compared to 2012. The decrease 1n revenues from services was primarily attributable to the 8.2% decline in constant currency in our Experts business line, whicl, saw softening demand for IT services among our larger clients, 1n both our interim and permanent recruitment businesses.

In 2012, revenues from services in Northern Europe decreased 6.3% (- 1.3% 1n constant currency) primarily attributable to declines in our Experis business line. which saw softening demand In both interim and permanent recruitment. as well as a decline in our ManpowerGroup Solutions business. This decline was partially offset by growth in our Manpower business line. primarily in the United Kingdom.

Gross profit margin decreased in 2013 due to the decline in our staffing/interim margins as we experienced lower bench utiliza11on in our Manpower business line in Sweden and new collective labor agreements and higher holiday pay costs 1n Germany, encounlered general pricing pressures in several marl,ets, and saw a 9.8% decrease in constant currency in our permanent recruitment business. In 2012, gross profit margin decreased due to the decline in our staffing/rntenm margins as we had an increase of unbillable labor due to lower bench utilization and higher vacation pay in Germany and Sweden, and general pnc1ng pressures !n the Netherlands. The decrease in 2012 was also due to the business mix changes ,n our revenues, as staffing/interim revenue growth came from our lower-margin United Kingdom market. and our higher-margin permanent recruitment and ManpowerGroup Solutions revenues declined.

In 2013, selling nd administrative expenses decreased 3.8% (-5.3% decrease in constan1 currency and -5.9% in organic constant currency) compared to 2012. The decrease In selling and administrative expenses was due primarily to lower headcount. which reduced compensation-related expenses such as salaries and variable incentive-based costs. lower lease costs, and the additional cost savings from the simplification and cost recalibration plan put in place in the fourth quarter of 2012, partially offset by an increase in restructuring costs to $39.0 million recorded rn 2013 compared to $13.2 million in 2012 and the additional recurring sell ing and administrative costs resulting from an acquisition ,n April 2013. In 2012, selling and administrative expenses decreased 9.6% (-'1.4% in constant currency) compared to 2011 due primarily to lower headcount. which reduced comp nsation- related expenses such as salaries and variable incentive-based costs, and overall tighter expense controls.

OUP margin for Northern Europe was 2.4%, 2.8% and 3.5% in 2013. 2012 and 2011 , respectively. The OUP margin declined 1n 2013 as the decrease in compensation-related expenses and lease costs as well as additional cost savings from the s1mplificat1on and cost recaiib,ation plan was not enough to offset the decrease in the gross profit margin and the increase in restructuring costs in 20 3. The margin d cline in 2012 was primafily due to the decline in gross profit margin.

APME Revenues lnMll~tSf$J

' 13

·12

·11

APME Operating Unit Profit lo M,11or19 ($1

·1 3

·12

·11

,,447.7

,,

APME - In 2013, revenues from services for APME decreased 10.3% (-1.4% in constant currency) compared to 2012. In Japan {which represents 37.7% of APME's revenues), revenues trom services decreased 3. 7% 1n constant currency due primarily to soft demand for our staffing/interim services as a result of leg1slat1ve changes and fewer billing days in 2013 compared to 2012, and the run-off of a large TSO client contract that began to wind down in early 2013, partially otfset by a 31.7% increase in constant currency in the permanen recrui tment busine s. In Australia (which represents 23.5% of APME's revenues), revenues from services were down 6.6% in constant currency compared to 2012 due to the decreased demand for interim services in our Experis business line, partially offset by an increase in the permanent recruitment business.

In 20 12, revenues r,om services for APME increased 2.5% (3 .1 % in constant currency and 1.6% n organic constant currency) compared to 2011. China and India both made acquisitions in 2011, which significantly Increased their revenues. Excluding acquisitions, revenue growth in constant currency for 2012 in China and India was 11.4% and 17.5%, respectrvely. In Japan. we saw a slight decrease

34 Manpowt: D roup 20 13 Annunl Reoort Manageme" t·s D1 S>cusslon & Analysis

of 0.2% in constant currency for 2012 due 10 declining demand for our staffing services within our Manpower business line,

offset by a 16.6% increase in the combined Experis and ManpowerGroup Solutions business lines, compared to 2011 . In

Australia, revenues we,e down 6.0% 1n constant currency for 2012 compared to 2011 due to the decreased demand

resulting from thrnr economic slowdown.

Gross profit margin decreased 1n 2013 compared lo 2012 due to a decrease 1n our staffing/interim gross profit margin frorn

modest pricing pressures and change in business mix, as well as the 5.3% decline 1n constant currency in our permanent

recruitment business. In 2012, gross profit margin decreased due to the margin declines in our higher-margin ManpowerGroup Solutions business as well as a slight margin decline in our slaffing/interim business.

Selling and administrative expenses decreased 10.4% (-1.6% 1n constant currency) 1n 2013 compared to 2012 related to

reduced compensation-related expenses such as salaries and variable incentive-based costs due to lower headcount.

par1ially offset by an increase 1n restructuring costs to $6.2 million recorded 1n 2013 compared lo $0.7 mil lion in 2012. In

2012. selling and administrative expenses decreased 3.6% (-3.5% 1n constant currency) compared to 2011 due o productiv11y improvements along with tigl1ter expense controls.

OUP margin for APME was 2.9%, 3.3%, and 3.0% 1n 2013, 2012 and 2011, respectively. The OUP margin decrease in 2013

was due to the decrease in our gross profi t margin, increase 1n restructuring costs and the impact of fewer billing days, partially offset by the decrease 1n salary-r lated costs due to lower headcount. The improvement 1n 2012 was due to

productivity improvements and tigh ter expense controls as we we1e abl to decrease our selling and administrative expenses while revenues increased.

Right Management Revenues In hOf,;($)

'13 ' 1fi~

' 12 '1'.'H[,

' 11 ~--

Right Management Operating Unit Profit In lvll'°'IS f$l

'13

·1 2

·11

Right Management - Rigl11 Management Is a leading global provider of alent

and career management (also known as outplacement services) workforce solutions, operating in over 130 offices in more than 50 countries and territories.

In 2013, revenues from services ecreased 3.6% (-2.1% in constant currency)

due to the 7.1% (-6.6% 1n constant currency) decline in demand for our talent

management business. Our counter-cyclical outplacement services remained flat

in constant currency 1n 2013 compared o 2012.

In 2012, revenues from services increased 1.5% (3.4% in constant currency). The

increase was due to the growth 1n our outplacement services, which were up

10.1% (12.2% in constant currency) in 2012 compared to 2011, par1ially offset

by a 12.8% (11.2% 1n constant currency) decline 1n demand for our talent

management business. as we saw a longer sales cycle as clients deferred their

discretionary spending.

Gross profit margin decreased 1n 2013 compared to 2012 due lo the margin deterioration in both the outplacement business

and talent management business, partially offset by the change in business mix as the higher-m rgin outplacemen1

business represented a greater percentage of the revenue mix. In 2012, gross profit margin increased due to the margin

Improvement 1n each business line and the business mix chan es in our revenues, as we saw an increase In the higher­

margin outplacement services and a decrease in the lower-margin talent management business.

In 2013, selling and adm1nistrahve expenses decreased 8.5% (-7.5 % 111 conslant cunency) compared to 2012 due to the

cost savings from the simplification and cost recalibration plan put 1n place in 2012, partially offset by an increase 1n

restructuring cosis to $ 14.0 million 1n 2013 compared to $10.9 million in 2012. In 2012, selling and administrative expenses

decreased 1.7% (0.4% increase 1n constant currency) compared to 2011 as the cost savings from the restructuring plan to

streamline the office infrastructure and management organization favorably impacted expense levels.

OUP margin for Right Management was 6.4%, 4.1% nd -0.4% for 2013, 2012 and 2011, respectively. The OUP margin for

2013 improved due to the decrease in selling and administrative expenses from the cost savings from the simplification and

cost recalibration plan noted above, partially offset by the decrease 1n the gross profit margin and the increase 1n restructuring costs in 2013. OUP margin in 2012 was higher compared to 2011 due to the greater mix of outplacement

business as well as the decrease in selling and administrative expenses due to cost savings from the restructuring plan noted above, offset. in part, by the $ 10.9 mill ion of restructuring costs incurred in 2012 comparer! to $5.5 million 1n 2011.

Mbnag~ment·s Discussion & Analysl, MJnµowtJrGrouµ 2013 AnrnJ I Ru1,Xi11 35

MANAGEMENTS DISCUSSION & ANALYSIS of financial condition and results of operations

,--/ \ Financial Measures - Constant Currency and Organic

Constant Currency Reconciliation Certain constant currency and organic constant currency percent variances are discussed throughout this annual report. A reconciliation to the percent variances calculated based on our annual financial results is provided below. (See Constant Currency and Organic Constant Currency on page 27 for further information.)

Imp.id of Organk Reporled Varfance in Acqu isitioos Ccnstant

Amounh roprooent 201~ Amount Reported Impact of Ccnstaot !lo Constant Currency Parcantoa•• ropro .. nl 2013 camparod lo 2012 Hn mlHlon•J V.irlance C1.1rrei0cy Currenc:y C•rroncyl Variance

Revenues from Services Americas: United States $ 2,967.0 (1.4)% -% (1.4)% -% (1.4)% Other Americas 1,543.2 (2.7) (3.9) 1.2 0.1 1.1

4,510.2 (1.9) (1.4) (0.5) 0.1 (0.6)

Southern Europe: France 5,284.9 (2.6) 3.2 (5.8) 0.2 (6.0) Italy 1,087.6 2.9 3.2 (0.3) (0.3) Other Southern Europe 864.5 12.5 4.6 7.9 1.8 6.1

7,237.0 (0.2) 3.4 (3.6) 0.3 (3.9)

Northern Europe 5,738.8 (0.6) 1.1 (1.7) 0.6 (2.3) APME 2.447.7 (10.3) (8.9) (1.4) (1.4) Right Management 316.8 (3.6) (1.5) (2.1) (2.1)

ManpowerGroup $20,250.5 (2.1)% -% (2.1)% 0.3% (2.4)%

G~oss Profit - ManpowerGroup $ 3,366.7 (2.2)% (0.1)% (2.1)% 0.3% (2.4)% Operating Unit Profit

~-·--..::,

' Americas: United States $ 99.8 64.2% -% 64.2% -% 64.2% Other Americas 43.9 (13.1) (1.6) (11.5) 0.6 (12.1)

143.7 29.0 (0.8) 29.8 0.3 29.5

Southern Europe: France 198.9 53.4 5.4 48.0 (0.1) 48.1 Italy 53.B 18.5 3.7 14.8 14.8 Other Southern Europe 11.9 18.1 6.5 11.6 9.3 2.3

264.6 42.9 5.0 37.9 0.5 37.4

Northern Europe 139.7 (12.6) 0.5 (13.1) 0.6 (13.7) APME 70.8 (22.0) (B.7) (13.3) (13.3) Right Management 20.4 52.3 (7.3) 59.6 59.6 Operating Profit - ManpowerGroup $ 511.9 24.3% -% 24.3% 0.5% 23.8%

\.

36 Manpower13roup 2013 Annual Report Management's Discussion l!o Analysl•

(.-'-,,

r ---~- ~

lmpa<l of Organic Reported Varlance in Ac:qulsUlons Can;5,tanl

Amaunls rapr~.sl'.lnl 20.17 Amo,unt Roported Impact of Canslanl (In Conslonl Currency Pur<enloges repronnt 2Dl2 compared lo 2Dl1 Un mllllonsl V.arianu, Currency Currency Currenc-yl Variance

Revenues from Services Americas: United States $ 3,010.5 (4.0)% -% (4.0)% '-% (4.0)% Other Americas 1,585.4 4.8 (5.1) 9.9 0.3 9.6

4,595.9 (1.2) (1.7) 0.5 0.1 0.4

Southern Europa: France 5,425.6 (12.2) (7.6) (4.6) 1.5 (6.1) Italy 1,056.8 (15.8) (6.9) (8.9) (8.9) Other Southern Europe 768.5 (1.1) (8.0) 6.9 6.9

7,250.9 (H.7) (7,5) (4.2) 1.1 (5.3)

Northern Europe 5,773.9 (6.3) (5.0) (1.3) (1.3) APME 2,728.8 2.5 (0.6) 3.1 1.5 1.6 Right Management 328.5 1.5 (1.9) 3.4 3.4

ManpowerGroup $20,678.0 (6,0)% (4.6)% (1.4)% 0.6% (2.0)%

Gross Prolit - ManpowerGroup $ 3,442.0 (7.1)% (4.1)% (3.0)% 0.7% (3.7)% Operating Unit Profit

• Americas: United States $ 60.B (35.4)% -% (35.4)% -% (35.4)% Other Americas 50.6 5.7 (3.4) 9.1 1.1 8.0

111.4 (21.6) (1.2) (20.4) 0.4 (20.8)

Southern Europe: /~ •, France 129.6 (23.5) (7.2) (16.3) 1.1 (17.4)

(

\. Italy 45,4 (38.7) (5.3) (33.4) (33.4) ,,;

Other Southern Europe 10.1 (6.8) (7.8) 1.0 1.0

185.1 (27.2) (6.6) (20.6) 0.7 (21.3)

Northern Europe 159.8 (24.8) (3.8) (21.0) (21.0) APME 90.7 15.2 (1.0) 16.2 1.6 14.6 Right Management 13.4 NIA NIA NIA NIA Operating Profit - ManpowerGroup $ 411.7 (21.5)% (5.0)% (16.5)% 0.7% (17.2)%

Cash Sources and Uses Cash used to fund our operatlons is primarily generated through operating activities and provided by our existing credit facilities. We believe that our available cash and our existlng credit facilities are sufficient to cover our cash needs for the foreseeable future. We assess and monitor our liquidlty and capital resources globally. We use a global cash pooling arrangement, intercompany lending, and some local credit lines to meet funding needs and allocate our capital resources among our various entitles. During 2013, we repatriated $136.2 million of our foreign earnings. As of December 31, 2013, we had an additional $446.3 million of cash held by foreign subsidiaries that was not available to fund domestic operations unless repatriated. We anticipate cash repatriations to the United $tales from certain international subsidiaries and have provided for deferred taxes related to those foreign earnings not considered to be permanently invested. As of December 31, 2013 and 2012, we identified approximately $264.3 million and $341.1 million, respectively, of non-United States 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.

,_.--...~

r l\.-. ... ,.'

Management'• Olscussion II, Analysis ManpowerGroup 2013 Annual Report 37

MANAGEMENT'S DISCUSSION & ANALYSIS ol l111,1n c1 ii cnnr:l1l1on ind 1t',11ll ", of upr: 1<1 l1<1nr;

Our principal ongoing cash needs are to finance working capital. capital expenditures, debt payments. inte1est expense, share repurchases, dividends and acqu1sit1ons. Working capital 1s primarily 1n the form of trade receivables. which generally increase as revenues increase. The amount of financing necessa1 y to support revenue growth depends on receivables turnover. which differs 1n each market where we operate.

Cash provided by opAraling activities was $396.7 million, $331.6 million and $69.2 m11t1on for 2013, 2012 and 2011. respectively. The increase in cash generated from operahng activ1hes in 2013 from 2012 1s primarily attributable to the higher operating earnings in 2013. The increase 1112012 compared to 2011 was primarily attributable to decreased working capital needs as a result of the declining revenues and a 1.2 day decrease in our Days Sates Outstanding ("DSO"). Changes 1n operating assets and liabilities utilized $50.9 million of cash 1n 2013 as compared to $13.8 million 1n 2012 and S367.6 million 1n 2011.

Accounts receivable increased to $4,277.9 million as of December 31, 2013 from $'1179.0 million as of December 31. 2012. pnmarity due to increased business volume and the change 1n exchange rates. Utilizing exchange rates as of December 31. 2012. the December 31. 2013 balance would have been approximately $32.8 million tower than reported.

Capital expenditures were $4'1.7 million. S72.0 million and $64.9 million dunng 2013. 2012 and 2011, respectively. These expenditures were primarily comprised of purchases of computer equipment, office furniture and other costs related to office openings and refurbishments. as well as capitalized software costs of $0.5 million, S3.3 million and $0.4 million 1n 2013, 2012 and 2011, respectively.

From time to time. we acquire and invest in companies throughout the world. 1nctud1ng franchises. The total cash consideration paid for acqu1s1tions. net of cash acquired, for the years ended December 31. 2013. 2012 and 2011 was $46.3 million, $49.0 million anci $49.0 million, respectively. Goociwilt and intangible assets resulting from the 2013 acqu1sit1ons. the maionty of which took place in the United Kingdom and Norway, were $52.2 million and $10.1 million. respectively, as of December 31, 2013. Goodwill and intangible assets res11lt1ng from the 2012 acqu1sit1ons were $'16.2 million and $7.6 million as of December 31, 2012, respectively.

On April 16, 2012, we acquired Dam1lo Group ("Oamilo"), a French firm specializing 1n IT design solutions. for total consideration. net of cash acquired. of €21.2 ($28.0) million. Goodwill arising from this transaction was €30.8 ($40.6) million. The assumed liabilities and acquired assets, net of goodwill, related intangible assets and cash arising from the transaclton were €33.8 ($44.6) million and €17.9 ($23.6) m1ll1on, respectively. The related intangible assets were €6.3 ($8.0) million, €5.8 ($7.6) million and €5.0 ($6.8) million as of April 16. 2012, December 31, 2012 and December 31, 2013, respectively.

In 2011. we acquired t11e shares and voting rights of Proserv1a SA {"Proservia"), a provider of Information technology and systems engineering solutions in France. The purchase pnce was €14.89 ($19.93) per share. The total consideration. net of cash acquired. was (21.6 ($29.4) million. Goodwill arising from this transaction was €20.7 ($27.7) million. The related intangible assets were C9A ($12.'1) million and €8.1 ($11 .2) million as of December 31, 2012 and 2013, respectively.

Net debt payments were $271.3 million for 2013, as compared to net borrowings of $41.7 million and $15.3 million in 2012 and 2011 , respectively. In June 2013, we paid off our €200.0 million 4.75% notes with available cash upon maturity. We use excess cash to pay down borrowings under tac1lit1es when appropriate.

In December 20 12 and November 2011, t11e Board of Directors aul11orized the repurchase of 8.0 million and 3.0 million shares of our common stock, respectively. Share repurchases may be made flom time to time through a variety of methods. including open market purchases. block transactions. privately negotiated transactions. accelerated share repurchase programs, forward repurchase agreements or similar facililies. No repurchases were made in 2013. In 2012, we repurchased a total of 3.6 million shares, comprised of 0.6 million shares under a previous authorization and 3.0 million shares under the 2011 authorization. at a total cost of $138.2 million. In 2011, we repurchased a total of 2.6 million shares under previous authonzations at a total cost ot $104.5 million. As of December 31, 2013, there were 8.0 million shares remaining authorized for repurchase under the 2012 authorization and no shares remaining under any previous authorizations.

38 MH111,owe,G,ouµ !?013 Ann1.1ol Reoort Management·s Discussion & Analysis

We have aggregate commitments of$ 1,543.2 million related lo debt. operating leases, severances an office closure costs,

and certain other commitments, as follows:

I 1 11111\11111 I Tn tal ,Ul~ 10 l'•-.'.016 1017-IOIR f hNealll• t

Long-term debt including interest $ 580.0 $ 23.4 $ 4d.2 S5 2.4 $

Short-term borrowings 34.2 34 .2

Operating leases 688.4 186.2 245.7 136.8 119.7 Severances and other office closure costs -18.4 36.9 8.3 3.2

Other 192.2 63.9 72.9 30.0 25.4

$1,543.2 $344.6 $371.1 $682.4 $145.1

Our liabiMy for unrecognized tax benefits. including related interest and penalties. or $30.4 million IS excluded from th

commitments above as we cannot determine t11e years in which these positions m1gl1t ultimately be settled.

We recorded net restructuring costs of £89.4 million, $48.8 million and $23.1 million in 2013, 2012 and 2011, respectively,

In selling and administrative expens s, primarily relat d to sev ranees and Hice closures and consolidations In multiple

countries. These expen es are net of reversals of previous accruals resulting mainly from larger-than-estimated cost savings

from subleasing and lease buyouts. During 2013, we n1ade payments of $82.4 million out of our restructuring re erve. We

expect a majority of the remaining $48.4 million reserve will be paid in 2014. (See Note 1 to the Consolidated Financial

Statements tor Further information.)

We have entered into guarantee contracts and stand-by letters of credit that total approximately $156.5 million and

$166.8 million as of December 31, 2013 and 2012, respectively ($118.2 million and $128.9 million tor guarantees. respectively,

and $38.3 million and $37.9 million for stand-by letters or credit, resp ctively). Guarantees primarily relate lo bank

accounts, operating leases an indebtedness. The stand-by letters of credit relate to workers· compensation, operating leases and indebtedness. If

certain cond1llons were met under these arrangements. we would be required

10 satisfy our obligation in cash. Due lo the nature of these arrangements ancJ

our historical experience. we do no expect to make any significant payments

under these arrangements. Therefore. they have been excluded from out aggregate commitments identified above. The cost of these guarantees and

letters ot credit was S1.8 million and $1.7 million 1n 2013 and 2012, respectively.

Total Capitalization lnM'"'>nS($1

'13 --========~ ~ ''1 I 51 7.9

' I? 770.1

'11

• r, a DeCi•

Total capitalization as of December 31, 2013 was $3,432.1 million, comprised of $517.9 million 1n debt and $2.914.2 million

1n equity, Debt as a percentage of total capitalization was 15%, 24% an 22% as of December 31 , 2013, 2012 and

201 1. respectively. The decrease in 2013 in debt as a percentage or total capitalization is primarily due to t11e repayment or

the euro-denom1nated notes with available cash.

EURO NOTES

On June 14, 2013, upon maturity, we paid off our €200.0 million ggregate principal amount of 4.75% notes with available cash.

On June 22, 2012, we olfered and sold €350.0 million aggregate principal amount of the Company's 4.50% notes due June

22, 2018 (the "€350.0 million Notes"}. The net proceeds from lhe €350.0 million Notes of €348.7 million were used to repay

borrowings under our revolving credit facility that were drawn in May 2012 to repay our €300.0 million notes that matured on June 1, 2012 and for general corporate purposes. The €350.0 million Notes were Issued at a price of 99.974% to yield

an effective interest rate of 4.505%. Interest on the 350.0 million Notes is payable in arrears on June 22 of each year. The

€350.0 111tlhon Notes are unsecured senior obliga1ions and rank equally with all ot our existing and future senior unsecured

debt and other liabilities. We may redeem the .350.0 million Notes. in whole but not in part, at our option at any time for a

redemption pnce determined 1n accordance with the term of the 350.0 million Notes. The notes also contain certain

customary non-financial restnct1ve covenants and events of ctefault.

Mena9emen1 ·s Dlacusslon & Analysis ManpowarGrnup 2013 Annu.,I Reoo'1 39

MANAGEMENT'S DISCUSSION & ANALYSI S nl l111 .1111·11l , 11110111011 ·ind rr"itdlr. n f opc>r iJ t1n1 ..

When !he €350.0 million Noles mature. we plan to repay the amount w1H1 available cash, borrowings under our $600.0

million 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 cond1t1on of the credit markets at Iha! time. We currently do not

anticipate any problems accessing the credit markets should we clecide to replace the €350.0 million Notes.

The €350.0 million Notes have been designated as a hedge of our net 1nvestrnenl 1n subsidiaries with a euro-functional

currency. Since our net investment in these subsidiaries exceeds the respective amouni of lhe designated borrowings.

lranslatton gains or losses related to these borrowings are included as a componenl of accumulated other comprehensive

income. (See Significanl Matters Affecting Results of Operations and Noles 7 and 12 to the Consolidated Financial S1atements for further information.)

REVOLVING CREOIT AGREEMENT

On October 15, 2013. we amended and restated our Five-Year Credit Agreement ("the Amended Agreement") with a

syndicate of commercial banks to. among other things: decrease the revolving commitments from $800.0 million to $600.0 million. revise the termination date of the facility from October 5. 2016 to October 15, 2018, and permit the termination date

of the facility lo be extended by an additional year twice d11ring the terlll or the Amended Agreement. The remaining

material terms and conditions of the Amended Agreement are substantially similar to the material terms and conditions of our Five-Year Credit Agreement dated October 5, 2011.

fhe Amended Agreement allows for borrowing 1n various currencies and up to $150.0 million may be used for the issuance

of stand-by letters of credit. We had no borrowings under this facility as of December 31, 2013 or 2012. Outstanding letters

of credit issued under the Amended Agreement totaled S0.9 million as of both December 31. 2013 and 2012. Additional

borrowings of $599.1 million and $799.1 million were available to 11s under !he facility as or December 31, 2013 and 2012, respectively.

Under the Amended Agreement, a credit ratings-based pnc1ng grid determines the facility fee and the credit spread !hat we

add to !he applicable interbank borrowing rate on all borrowings. At our current credit rating. the annual facility fee 1s 22.5

bps paid on the entire $600.0 million facility and the credit spread 1s 127.5 bps on any borrowings. Any downgrades from

the credit rating agencies would unfavorably impact our facihty lees and resul! in additional costs ranging from approxrmately $0.2 million to $0.3 m1ll1on annually.

The Amended Agreement contains customary restrictive covenants pertaining to our management and operations.

including limitations on t11e amount of subsidiary debt that we may incur and hm1tat1ons on our ability to pledge assets. as

well as linancial covenants requiring, among other things, that we comply with a leverage ratio (net Debt-10-EBITDA) of not

greater than 3.5 to 1 and a fixed charge coverage ratio of not less than 1.5 to 1. The Amended Agreement also contains

customary events of default. including, among others. payment defaults. material inaccuracy of representations and

warranties, covenant defaults. bankruptcy or involuntary proceedings. ce1 ta1n monetary and non-monetary judgments, change or control and customary ERISA defaults.

As defined 1n !he Amended Agreement. we had a net DebHo-EBITDA ratio of 0.28 to 1 (compared to the maximum

allowable ratio of 3.5 to 1) and a Fixed Charge Coverage ratio of 3.29 to 1 (compared to !he minimum required ratio of 1.5

lo 1) as of December 31, 2013. Based on our current forecast. we expect to be in compliance with our financial covenants for the next 12 months.

OTHER

In addition to the previously mentioned facilities, we maintain separate bank credit lines with financial institutions to meet

working capital needs of our subsidiary operations. As of December 31, 2013, such uncommitted credit lines totaled

$376.9 million, of which $339.9 million was unused. Under the Amended Agreement. total subsidiary borrowings cannol

exceed $300.0 million in the first, second and fourth quarters, and $600.0 million in the thircJ quarter of each year. Due to

lhese limitations. additional borrowings of $263.0 m1ihon could have been made under these lines as of December 31, 2013.

In January 2013, Moody's Investors Servrces lowered our credit ou!look from positive to stable, while maintaining the Baa3

credit rating. Our credit rating from Standard and Poor 's 1s 888- with a stable outlook. 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 lhe current credit ratings are investment grade.

40 Man1.x.M-'CrGr0&tr1 ?.013 Al1n11.:1I ROQOtt Management*s 011cussion & Analysis

/\11r.l1 t .111 c1 11 l1I ( nl 1t ,ii /\u u unt l lllJ Pol l l It ,

The preparation of our l1nanc1al statements 1n conformity with accounting principles generally accepted 1n the United States

requires us to make estimates and assumptions that affect the reported amounts. A discussion of the more significant

estimates follows. Management has discussed the development, selection and disclosure ot these estimates and assumptions with the Audit Committee of our Board of Directors.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

We have an allowance for doubtful accounts recorded as an estimate ot the accounts receivable balance that may not be

collected. This allowance 1s calculated on an entity-by-entity basis with consideration tor h1stoncal wnte-off experience. the

current aging of receivables and a specific review for potential bad debts. Items that affect this balance mainly 1nch1de bad debt expense and write-offs of accounts receivable balances.

Bad debt expense, which increases our allowance tor doubtful accounts, 1s recorded as a selling and administrative

expense and was $24.1 million, $29.2 million and $25.9 million for 2013, 2012 and 2011, respectively. Factors that would

cause this provision to increase pnmanly relate to increased bankruptcies by our clients and other d1ff1culties collectino

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

Wrrte-offs. which decrease our allowance for doubtful accounts, are recorded as a reduction to our accounts receivable balance and were $26.4 million, $23.2 million and $25.0 million for 2013, 2012 and 2011. respectively.

EMPLOYMENT-RELATED ITEMS

The employment of contingent workers and permanent staff throughout the world results in the recognition of liabilities

related to defined benefit pension plans. self-insured workers' compensation. social program remittances and payroll tax

audit exposures that require us to make estimates and assumptions in rJeterr111ning the proper reserve levels. These

reserves involve significant estimates or 1udgments that are material to our financial statements.

Def rned Benefit Pension Plans

We sponsor several qualified and nonquahfied pension plans covering permanent employees. The most s1grnficanl plans

are located in the United Kingdom, the United States. Norway and other European countries. Annual expense relaling to

these plans 1s recorded as selling and adm1nrstrative expense and 1s estimated to be approximately $12.6 million 1n 2014.

compared to $11 .8 million, $12.6 milhon and S9.7 million In 2013, 2012 and 2011, respectively. Included in the 2013 expense

was a $2.3 m1llron cur1ailment gain resulting from an amendment to a defined benefit plan rn the Netherlands. Effective

January I , 2013, the Netherlands defined benefit plan was trozen. and the partic ipants were trans1t1oned to a defined contribution plan.

The calculalrons of annual pension expense and the pension liability required at year-end include various actuar,al

assumplions such as discount rates, expected rate ot return on p tan assets. compensation increases and employee

turnover rates. We review the actuarial assumptions on an annual basis and make mod1frcat1ons to the assumptions as

necessary. We review market data ancl historical rates. on a country-by-country basis, to check tor reasonableness ,n

setting both the discount rate and the expected return on plan assets. We determine 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. The

expected return on plan assets 1s determined based on the expected returns of the various rnvestment asset classes held

111 the plans. We estimate compensation increases and employee turnover rates for each plan based on the historical rates

and the expected future rates for each respective country. Changes to any of these assumptions will impact the level of annual expense recorded related to the plans.

We used a weighled-average discount rate ol 4.6% for the United States plans and 4.1% for non-United States plans in

determ1nrng the estimated pensron expense for 2014. These rates compare to the weighted-average discount rate of 3.7%

for the Unrted Slates plans and 4.2% for non-Unrted States plans 1n determining the estimated pension expense for 2013,

and reflect the current ,nterest rate envrronmenl. Absent any other changes. a 25 basis point increase and decrease in the

weighted-average discount rate would impact 2014 consolidated pension expense by approximately $0.1 million and $0.8

million for the United States plans and non-Un,ted States plans, respectively. We have selected a we,ghted-average

expected return on plan assets of 6.0% for the United States plans and 4.5% for the non-United States plans rn determining

lhe est,mated pension expense for 2014. The comparable rates used for the calculation of the 2013 pension expense were

M~nagtmtnt 's Discussion & Analysis M..1np,owctCroup 2013 /\ rviu..:i1 n,,,01 41

MANAGEMENT'S DISCUSSION & ANALYSIS

6.0% and 4.0% for the United States plans and non-United Stales plans, respectively. A 25 basis po1nl change 1n the weighted-average expected return on plan assets would impact 2014 consolidated pension expense by approximately $0.1 million for the United States plans and $0.8 million for the non-United States plans. Changes to these assumptions have historically not been significant in any jurisdiction for any reporting period, and no significant adjustments to the amounts recorded have been required 1n the past or are expected 1n the future. (See Note 8 to the Consolidated Financial Statements tor further information.)

United States Workers Compensation

In the United States, we are under a self-insured retention program 1n most states covering workers' compensation claims for our contingent workers. We determine the proper reserve balance using an actuarial valuation, which considers our historical payment experience and current employee demographics. Our reserve for such claims as of December 31, 2013 and 2012 was $75.3 million and £74.8 m1lhon. respectively. Workers' compensation expense is recorded as a component of cosl of services.

fhere are two main factors that impact workers' compensation expense: the number of claims and the cost per cla11n. The number of claims is driven by the volume of hours worked, the business mix which reflects the type of work performed (for example, office and professional work have fewer claims than 1ndustnal work), and the safety of the environment where the work 1s performed. The cost per claim is driven primarily by 11,e seventy of the in1ury, related medical costs and lost-time wage costs. A 10% change in the number of claims or cost per claim would 11npacl workers' compensation expense in the United States by approximately £3.0 rn1ll1on.

Historically, we have not had significant changes 1n our assumptions used in calculating our reserve balance or significant adjustments to our reserve level. We continue our focus on safety, which includes training of contingent workers and client site reviews. Given our current claims experience and cost per claim, we do not expect a significant change 1n our workers' compensation reserve 1n the near future.

Social Program Remittances and Payroll Tax Audit Exposure

On a routine basis, various governmental agencies in some ol lhe countries and territories in which we operate audil our payroll tax calculations and our compliance with other payroll-related regulations. These audits focus primarily on ciocumentation requirements and our support for our payroll tax remittances. Due to the nature of our business. the nurnber of people that we employ, and the complexity of some payroll tax regulations, we may have some adjustments to the payroll tax remittances as a result of these audits.

We make an estimate of lhe additional remittances that may be required on a country-by-country basis, and record the estimate as a component of cost of services or selling and adm1111strat1ve expenses, as appropriate. Each country's estimate is based on the resulls of past audits and the number of years that have not yet been audited, with consideration for changing business volumes and changes to the payroll tax regulations. To the extent t11at our actual experience differs from our estimates, we will need to make adjustments to our reserve balance, which will impact the results of the related operation and the operating segment in which 11 Is reported. Other than France, we have not had any significant adJustments to the amounts recorded as a result of any payroll tax audits. and we do not expect any significant adjustments to the recorded amounts 1n the near term.

In particular, Iha French government has various social programs that are aimed at reducing the cost of labor and encouraging employment, particularly for low-wage workers. through the reduction of payroll taxes (or social contribution). Due to the number of new programs or program changes, and the complexity of compliance, we may have adjustments to the amount of reductions claimed as a result of the audits.

In France, we currently maintain a reserve related to 11,ese programs for 2007 through 2013, which has been estimated based on the results of past audits, changes 1n business volumes and lhe assessments related to the audit of 2009 through 2011. While some adjustment may be appropriate as we finali,:o the audits, we do nol expect any significant adjustments to lhe recorded amount 1n the near term.

The French government passed leg1slat1on effective January 1. 2013 to 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'lmpot pour l;i Competihvite et l'EmpJ01 ("CICE"), provides credits based on a percentage of wages paid to employees receiving less than two-and-a-half limes the French minimum wage. The payroll tax credit 1s equal 10 4% of

42 Manl,JUWl•,Grour, 2013 A1,,1,,r,I AcDOf1 Managem,nt s Discussion & AnJlysis

eligible wages 1n 2013 and increases to 6% of eligible wages starling in 2014. We intend to use the credit to invest in

employment opportunitros and to improve our competitiveness, as required by the law. We are uncertain what impact. if

any, this credit will have on overall market pricing or on client requests lor pnc1ng concessions, either of which could reduce

lhe net benefi t we receive from these credits. Due to the complexity of compliance with this law, we may have adjustments

to the payroll tax credit amount as a result of any audits. The CICE credrt 1s accounted for as a reduction of our cost of

services in the period earned. and has had a favorable unpact on our consolidated gross profit margin, as well as margins ,n France and Southern Europe

The payroll tax credit 1s creditable against our current income tax payable, with any rema1nrng amount being paid atter

three years Given the amount of our current income taxes payable. we would generally receive the vast majority of the

CICE credits after the three-year period. However. we entered into an agreement in December 2013 to sell a portion of the

credits earned in 2013 for net proceeds of $104.0 million. We derecognized these receivables upon sale date as the terms

of the agreemenl are such that the transaction qualifies for sale treatment according to the accounting guidance on the

transfer and servicing of assets. The discount on the sale of this receivable was recorded as a reduction of the payroll tax

credits 1n cost of services. We received the cash from the sale 1n December, which improved our operating cash flows 1n the fourth quarter of 2013.

In France. during the second quarter or 2013, a number of clients asserted claims against us. requesting refunds for various

payroll tax subsidies that we have received dating back to 2003 related to our Frencl, temporary associates. While

we receive claims 1n the normal course of business. there was a significant increase 1n claims made during the second

quarter due to an impending change 1n the French statute of limitations that reduced the claims period from 10 to 5 years

lo, claims filed after June 2013. We did not receive any c laims 1n the remainder of 2013. We believe the claims against

us are without merit as a matter of French law. Payroll tax subsidies have historically been for the benefit of the direct

employer of the temporary associates. As such, our pricing practices implicitly consider all direct 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. We believe the likelihood of any loss to be remote and do not expect the resolution of

these claims lo have a material impact on our consolidated f1nanc1al statements or the results of our Franrn and Southern Europe segments.

DEFERRED REVENUE

We recognize revenues under the current accounting guidance on revenue recognition. The accounting guidance generally

provides that revenues tor limo-based services be recognized over the average length of the services being provided. For

the outplacement line of business. we recognize revenues from 1nd1vidual programs and for larger pro1ects over the

estimated period 1n which services are rendered to candidates. In our consulting business, revenues are recognized upon

the performance of the service under the consulting service contract. For performance-based contiacts. we defer recognizing revenues until the performance criteria have been met.

The amounts billed !or outplacement. consulting services and performance-based contracts 1n excess of the amount

recognized as revenues are recorded as deferred revenue and included 1n accrued liabilities for the current portion and other long-term liabilities for the long-term portion 1n our Consolidated Balance Sheets.

Significant factors imp;icting deferred revenue are the type or programs and projecls sold and the volume of current billings

for new programs and projects. Over lime, an 1ncreasrng volume of new billings will generally result 1n higher amounts ol

deferred revenue, while decreasing levels of new billings will generally result in lower amounts or deferred revenue. As of

December 31, 2013 and 2012, the current portion of deferred revenue was S48.5 m1ll1on and $55.7 million, respectively, and

the long-term portion of deferred revenue was $10.0 million and $17.1 million, respectively.

INCOME TAXES

We account for income taxes 1n accordance with the accounting gwdance on income taxes. Deferred tax assets and

l1ab11ities are recognized for the future tax consequences atlnbutable to differences between financial statement carrying amounts of existing assets and hab11ilies and their respective tax basis, and net operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enactecl tax rates expected to apply to taxable ,ncome in the years

,n which those temporary difierences are expected to be recovered or settled. We record a valuation allowance against deferred tax assets for which 11tilization of the asset is nol likHly.

Manag~ment's Discussion & Analys,, MJOf.)OWtirGroup 2013 Annu;:11 Rcr.;cxr 113

MANAGEMENT'S DISCUSSION & ANALYSIS

The accounting guidance related to uncertain tax positions requires an evaluation process for all tax positions taken that Involves a review of probability tor sustaining a tax position. If the probability for sustaining a tax position is more likely than not, which is a 50% threshold, then the tax position is warranted and the largest amount that would be realized upon ultimate settlement is recognized. An uncertain tax position, one wl,icl, does not meet the 50% threshold, will not be recognized in the financial statements.

Our Judgment is required in determining our deferred tax assets and liabilities, and any valuation allowances recorded. Our net deferred tax assets may need to be adjusted in the event I hat tax rates are modified, or our estimates of future taxable income change, such lhat deferred tax assels or liabilities are expected to be recovered or settled al a different tax rate than currently estimated. In addition, valuation allowances may need lo be adJusted 1n the event that our estimate of future taxable income changes from the amounts currently estimated. We have unrecognized tax benefits related to it ms in various countries and lerritories. To the extent these items are settled tor an amount different than we currently expect, the unrecognized tax benefit will be adjusted.

We provide for income taxes on a quarterly basis based on an estimated annual tax rate. In determining this rate, we make estimates about taxable income for each of our largest loca11ons worldwide, as well as the tax rale lhat will be in effect for each location. To the extent these estimates change during the year, or actual results differ from these estimates, our estimated annual tax rate may change between quarterly periods and may differ from the actual effective tax rate 101' the year.

GOODWILL AND INOEFtNITE-LIVED INTANGIBLE ASSET IMPAIRMENT

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, 01 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.

We performed our annual impairment test of our goodwill and indefinite-lived intangible assets during the third quarter ol 2013 and 2012, and there was no impairment of our goodwill or our 1ndefinite-hved intangible assets.

S1gnif1canl assumptions used 1n our annual goodwill impairment tesl during lhe third quarter of 2013 included: expected future revenue growth rates, operating unit profit margins, working capital levels, discount rates ranging from 11. 7% to 16.5%, and a terminal value multiple. The expected future revenue growth rates and operating unit profit margins were determined after taking into consideration 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.

Tl1e table below provides a sample or our reporting units' estin 1ated fair values and carrying values, which were determined as part of our annual goodwill impairment test performed in the third quarter ended September 30, 2013. The reporting units included below represented approximately 70% of our consolidaled goodwill balance as of September 30, 2013.

E.s11mated fair values Carrying values

MARKET RISKS

$1 ,143.0 977.8

$148.9 11 0.9

FrJn 1t•

$1,577.0

537.6

We are exposed to the impact of foreign currency exchange rate fluctuations and interest rate changes.

R 1ht Mr1 nil q~RH'" '

$258.8 137.8

Exchange Rates - Our exposure to foreign currency exchange rates relates primarily to our foreign subsidiaries and our euro-denominated borrowmgs. For our foreign subsidiaries. exchange rates 11npact the Urnted Stales dollar value of our reponed earnings, our investmenls in the subsidiaries and the intercornpany lransaclions wilh the subsidiaries.

44 Manpov,erGfoup 201~ Annual Repor1 Management·s Discussion & Analysis

Approximately 85% of our revenues and profits are generated outside of the United States, with approximately 45% generated from our European operations with a euro-functional currency. As a result, fluctuations in the value of foreign currencies against the United States dollar, particularly the euro, may have a significant impact on our reported results. Revenues and expenses denominated in foreign currencies are translated into United States dollars at the monthly weighted-average exchange rates for the year. Consequently, as the value of the United States dollar changes relative to the currencies of our major markets, our reported results vary.

Throughout 2013, the United States dollar was volatile against many of the currencies of our major markets; however, the fluctuations resulted in no impact to our consolidated revenues from S$rvices. In 2012, revenues from services in constant currency were approximately 5.0% higher than reported. In both 2013 and 2012, a change In the strength of the United States dollar by 10% would have impacted our revenues from services by approximately 8.5% from the amounts reported.

Fluctuations In currency exchange rates also Impact the United States dollar amount of our shareholders' equity. The assets and liabilities of our non-United States subsidiaries are translated into United States dollars at the exchange rates in effect at year-end. The resulting translation adjustments are recorded in shareholders' equity as a component of accumulated other comprehensive income. The United States dollar weakened.relative to many foreign currencies as of December 31, 2013 compared to December 31, 2012. Consequently, shareholders' equity increased by $43.0 million as a result of the foreign currency translation as of December 31, 2013. If the United States dollar had weakened an additional 10% as ofDecember 31, 2013, resulting translation adjustments recorded in shareholders' equity would have increased by approximately $85.5 million from the amounts reported.

As of December 31, 2012, the United States dollar had weakened relative to many foreign currencies compared to December 31, 2011. Consequently, shareholders' equity increased by $8.0 million as a result of the foreign currency translation as of December 31, 2012. If the United States dollar had weakened an additional 10% as of December 31, 2012, resulting translation adjustments recorded In shareholders' equity would have increased by approximately $47.0 million from the amounts reported.

Although currency fluctuations· impact our reported results and shareholders' equity, such fluctuations generally do not affect our cash flow or result in actual economiq gains or losses. Substantially an of our subsidiaries derive revenues and incur expenses within a single country and, consequently, do not generally incur currency risks in connection with the conduct of their normal business operations. We generally have few cross-border transfers of funds, except for transfers to the United States for payment of Ucense 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 these transactions, we may borrow funds in the relevant foreign currency under our revolving credit agreement or we may enter into a forward contract to hedge the transfer.

As of December 31, 2013, there were £7.8 ($12.5) million of forward contracts that relate to cash flows owed to our foreign subsidiaries in 2014. ·Our forward contracts are not designated as hedQes. Consequently, any gain or loss resulting from the change in fair value is recognized in the current period earnings as Is the currency gain or loss on the amounts owed.

As of December 31, 2013, we had outstanding $480.9 million in principal amount of euro-denominated notes (€350.0 million). The note has been designated as a hedge of our net investment in subsidiaries with a euro-functional currency. Since our net investment in these subsidiaries exceeds the respective amount of the designated borrowing, translation gains or losses related to the borrowing Is included as a component of accumulated other comprehensive income. Shareholders' equity decreased by $9.5 million, net of tax, due to changes in accumulated other comprehensive income during the year due to the currency impact on these designated borrowings.

Management's Discussion &Analysts ManpowerGroup 2013Annual Report 45

MANAGEMENT'S DISCUSSION & ANALYSIS 01 f111,1nc1al rnnd1t 1n11 .1nrl , P~,ult-, nf oper 1l1ons

Interest Rates - Our exposure lo market 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 ancl interesl rate swap agreements. As of December 31 , 2013, we l1ad the f !lowing fixed- and variable­

rate borrowings:

Variable-rate borrowings

Fixed-rate borrowings

Total debt

(1) The rates are impacted by currency ~xchange rate moven ,ents.

$ 34.2 483.7

$51 7.9

Wc1ohll"t.l A\•cr.i y.,..

l" t ,nc•i.t Ra t

12.5% 4.5

5.0%

Sensitivity analysis - The following tables summarize our debt and derivative instruments that are sensitive to foreign

currency exchange rate and interest rate movements. All computations below are based on the United States dollar spot

rate as of December 31 . 2013 and 2012. The exchange rate computations assume a 10% appreciation or 10% depreciation

of the euro and British pound to lhe United States dollar.

The hypothetical impact on 2013 and 2012 earnings and accumulated other comprehensive income of lhe stated change

in rates is as follows.

Euro notes: €350.0, 4.51 % Notes due June 2018 Forward contracts: 1::7.8 to $12.5

Euro notes: €200.0. 4.86% Notes due June 2013 €350.0, 4.51 % Notes due June 2018 Forward contracts, 1:4 0 to $6.4

Mcvr11,rnt~ In £1.rh t ng C' Rat

$48.1 1''

1.3

IU "' Q,-pr .. r.1a l 1Dn

$26.4111

46.2'"

0.6

$(48.1)'"

(1 .3)

$(26.4)111

(46.2)11

(0.6)

{1) Exchange rate movements are recorded through accumulaled other comprehensive income as lhese 1ns1rurnents have been designated as an

economic hedge of our nel lrwes1ment in subsidiaries with a eu,o-flJnc1lonal currency.

The hypothetical changes in the fair value of our market sens1t1ve 1nst1 ments due to changes in interest rates, and changes

1n foreign currency exchange rates for the forward contracts, are as follows:

ti~ttl O•• \ tdl 1Dlr >1 1 0 1· M,u;.0:01 ,t-•1 , l nit' ln l rurn,•rH I n 111, II o r1'.)l 1n • OPrrc-., ... ~ In lrt,.,. ... ,. ,.,.

Fixed- rate debt:

€350.0. 4.51% Notes due June 2018 $52.0''' $(52.0)'" Forward contracts:

1:7.8 lo $12.5 1.3 (1 .3)

.e.s ot O,•c::e mtie• J 1, .• r11 , H ,11 k, I H'lh!I PJI' 111'. lr UOH"l f l! ri ""11 ,on '!ol 10 '~ Dccr<-a'..£' ,o·~ l 1"1..: r11,i..1

Fi~ed-rate debt:

€200.0, 4.86% Notes due June 2013 $26.81" $(26.8)1'1

€350.0. 4.51 % Notes due June 2018 51.1111 (51.1)111

Forward contracts:

1:4.0 to $6.4 0.6 (0.6)

11) This change 1n lair value Is not recorded In Iha Consolidated Flnanc1nl Statemen1s. howeve, disclosure of lhe farr value is included 10 Note 1 to i11e

Consolidated Financial Stal .ments.

46 MJnpowerGroup 2013 Annuul Report Managemenfs Discussion & Analysis

IMPACT OF ECONOMIC CONDITIONS

One of 1he pnnc1pal attractions of using workforce solutions and service providers 1s to maintain a flexible supply of labor to meet changing economic conditions. Therefore, the industry has been and remains sensitive to economic cycles. To help minimize the effects of these economic cycles, we offer clients a continuum of services to meet their needs throughout the business cycle. We believe that the breadth of our operations and the diversity of our service mix cushion us against the impact ot an adverse economic cycle in any single country or industry. However, adverse economic conditions 111 any of our largest markets, or 1n several markets simultaneously. would have a material impacl on our consolidated financial results.

LEGAL REGULATIONS

fhe workforce solution:;. and services industry is closely regulaterl 1n all ol lt1e ma1or markets in which we operate except the United States and Canada. Many countries and territories impose licensing or regislration requiremenls and substanl1ve restrictions on employment services, either on the provider of recruitmenl services or the ultimate client company. or minimum benefits to be paid to the temporary employee either during or following the temporary assignment. Regulations also may restrict the lengtl, of assignments, the type of work permitted or the occasions on which contingent workers may be used. Changes 1n applicable laws or regulations have occurred in the past and are expected in the future to affect the extent lo which workforce solutions and services firms may operate. These changes could impose additional costs, taxes, record keeping or reporting requirements: restrict the tasks to which contingent workers may be assigned: limit the duration of or otherwise impose restrictions on the nature of the relationship (with us or the client): or otherwise adversely affect the industry. All of our other service lines are currently not regulated.

In many markets. the existence or absence of collective bargaining agreenients with labor organizations has a significant impact on our operations and the ability of clients to utilize our services. In some markets, labor agreements are structured on a national 01 industry-wide (rather than a company-by-company) basis. Changes In tl,ese collective barga1n1ng agreements have occurred 1n the past, are expected to occur in the future, and may have a material impact on tho operations ot workforce solutions and services lirms. 1ncluct1ng us.

In Germany, the Confederation of German Trade Unions (representing eight German trade unions and over six million people) and the Employer's Association of the Temporary Staffing Industry (represenl ing two major temporary worker employers' associations) entered into a new Collective Labor Agreement effective November 2013. The agreement required l11gher wages to temporary employees and higher cost for vacation, sick pay and temporary staff time accounts, and took effect between November 2013 and January 2014. This agreement is similar to nine other Collective Labor Agreements Which became effective between November 2012 anti July 2013. These changes will all have an unfavorable impact on our gross profit margin 1n Germany, as we pass on many of these add1t1onal costs to the client without a mark-up. However, we currently do not expect a significant impact on our consolidated or Northern Europe tinancial results.

The Agency Workers Directive ("AWD"} impacts all EU member states and was passed to ensure ·equal treatment'' for agency (temporary) workers. It also requires all member states to review and address unnecessary prohibitions and restrictions on the use of agency workers. Equal treatment had been ,n place by law In many countries: therefore, we have not seen any significant changes. We have seen a decline 1n gross profit margin 1n some countries. as any cost increases could not always be passed on with a normal mark-up, but no other significant impact on our business lrom these changes.

In June 2013, the employer mandate provisions of the new U.S. healthcare legislation, Patient Protection and Affordable Care Act (PPACA). were delayed until 2015 from t11e original effective date of 2014. The employer mandate provisions of PPACA are expected to have the greatest financial impact on us and our clients with U.S.-based employees. We expect this legislahon will increase !he employment costs of our permanent employees and our associates, but we continue to assess the potential impact. Our intention is to pass on to our U.S. clients any cost Increases related to our associates, however there 1s no assurance that we writ be fully successful.

Manaqomen1'!. Dtscusslon & Analysis M.mµovrorGro11µ 2013 A11rn1,1t Repoti 47

MANAGEMENT'S DISCUSSION & ANALYSIS ol f1r1111c1.1l rc,nd1l1n11 .md I t",11it•; of opP1 1l1nw

RECENTLY ISSUED ACCOUNTING STANDARDS

See Note 1 to the Consolidated Financial Statements.

FORWARD-LOOKING STATEMENTS

Statements made 1n this annual report that are not statements of historical fact are forward-looking statements. All forward­looking statements involve risks and uncertainties. The information under the heading "Forward-Looking Statements" in our annual report on Form 10-K for lhe year ended December 31, 2013, which information 1s incorporated herein by reference, provides cautionary statements identifying, for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, important factors that could cause our actual results to differ materially from those contained in the forward-looking statements. Some or all of the factors identified 1n our annual report on Form 10-K may be beyond our control. Forward-looking statemenls can be identified by words such as "expect,'' "anticipate," "intend,'' "plan,'' "may," "believe: "seek." "estimate,'' and similar expressions. We caution that any forward-looking statement reflects only our belief at the lime the statement 1s made. We undertake no obligation to update any forward-looking statements to reflecl subsequent events or circumstances.

48 Mt\nf')O\NOrCroup 2013 Annual Report Managemtnt's Discussion & Analysis

I

\

Management Report on Internal Control Over Financial Reporting We are responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(Q under the Securities Exchange Act of 1934. Our Internal control over financial reporting is a process designed to provide reasonable assurance to management and the Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including our Chairman and Chief Executive Officer and our Executive Vice President and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Deloitte & Touche LLP, our independent registered public accounting firm, issued an attestation report on the effectiveness of our internal control over financial reporting as 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

R ·ptir t 1JI l11de1 ndt,ril RPq1 1e 1 ed Public. Account rig F11 rn

fo tt,,, 8 1 , H d ol Din, \ 10 1 s .ind Sh. 11 ,,holrll rs of Manpowe, Group Inc We have audited the accompanying consolidated balance sheets of ManpowerGroup Inc. and subsidiaries (the "Company")

as of December 31, 2013 and 2012, and the related consolidated statements of operallons, comprehensive income,

shareholders' equity, and cash flows fo1 each of the three years in the period ended December 31, 2013. These financial

statements are the responsibility of the Company's management. Our 1espons1b111ty 1s to express an opinion on these (1nanc1al statements based on our audits.

We conducted our audits 1n accordance with the standards of the Public Company Accounting Oversight Board (United

States). Those standa1ds require that we plan and perform the audit to obtain reasonable assurance about whether the

financial statements are free of material misstatement. An audit includes examining, on a test basis. evidence suppor1ing

the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used

and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion. such consolidated financial statements present fairly, 1n all material respects, the financial position of the

Company as of December 31, 2013 and 2012, and the results of thetr operations and their cash flows for each of the three years 1n the period ended December 31, 2013, 1n conformity with accounting principles generally accepted 1n the United States of America.

We have also audited. 1n accordance with the standards of the Public Company Accounting Oversight Board (United

States), the Company's internal control over financial reporting as of December 31. 2013, based on criteria established in

Internal Control- Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway

Comm1ss1on and our 1eport dated February 21, 2014 expressed an unqualified opinion on the Company's internal control over financial reporting.

Milwaukee, Wisconsin

February 21. 2014

50 Mtmf KJWOrGrou1> 20 13 Arvu1a1 Rcpart Report of lod~p~ndent Regi,tned Public Accounting Firm

R Pt I t al l11d,, 1 11cien1 Req1 lerecl Publw Accour1 t inq r=-11 · 11

1<, tti ,-. 811. 11 d r,f O,r l't lor s d 11d Sh,lf ,.hulder s of Man1Jowe1 C1 oup Inc We have audited the internal control over financial reporting of ManpowerGroup Inc. and subsidiaries (the 'Company") as

of December 31, 2013, based on cntena established in Internal Control - Integrated Framework (1992) issued by t11e

Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for

ma1nta1ning effective internal control over financial reporting and for its assessment of the effectiveness of internal control

over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting.

Our responsibility is to express an op1n1on on the Company's internal control over financial reporting based on our audit.

We conducted our audit 1n accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

effective internal control over financial reporting was maintained 1n all material respects. Our audit included obtaining an

understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and

evaluating the design and operating effectiveness of internal control based on the assessed risk. and performing such other

procedures as we considered necessary 1n the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting ,s a process designed by, or under the supervision or. the company's

pnnc1pal execulive and principal financial officers. or persons performing similar fLmct1ons. and effected by the company's

board of directors. management. and other personnel to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes 1n accordance with generally accepted

accounting principles. A company's internal control over financial reporting includes those policies and procedures that ( I}

pertain to the maintenance of records that. 1n reasonable detail. accurately and fairly reflect the transactions and dispositions

of the assets of the company; (2) provide reasonable assurance lhat transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and

expenditures of the company arc being made only 1n accordance with authorizations of management and directors of the

company; and (3) provide reasonable assurance regarding prevention or limely detection of unauthorized acquisition, use. or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over rinancial reporting, including the possibility of collusion or

improper management override of controls. material misstatements due to error or fraud may not be prevented or detected

on a l!mely basis. Also. projections of any evaluation of the effectiveness of the inte, nal control over financial reporting to

ruture periods are sub;ect to the risk that the controls may become inadequate because of changes 1n conditions. or lhat the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company ma1nta1ned. 1n all material respects, effective internal control over financial reporting as of

December 31, 20·13, based on the criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Orga111zat1ons of the Treadway Commission.

We have also audited. in accordance with the standards of the Public Company Accounting Oversight Board (United

States). the consolidated financial statements as of and for the yea, ended December 31, 2013 of the Company and our

report dated February 21, 2014 expressed an unqualified op1111on on those financial statements.

Milwaukee. Wisconsin

February 21, 2014

/ -r--'- LLP

Report or lndepondtnt Registered Public Accounllng Firm MOr,uowerGroup 2013 Anm,al Rc'DOfl St

PAGES HAVE BEEN REMOVED DUE TO PROPRIETARY/ CONFIDENTIAL INFORMATION. PLEASE SEE BUYER FOR MORE INFORMATION.

qp VirginiaTech I

December 20, 2017

Manpower Group 100 Arbor Drive Suite 102 Christiansburg , VA 24073

Subject: Virgin ia Tech RFP #0052050

Procurement Department (MC 0333) North End Center, Suite 2100, Vfrginia Tech 300 Turner Street NW Blacksburg, Virginia 2406 1 540/231-6221 Fax: 540/231-9628 www.procurement.vt.edu

Thank you for submitting a proposal in response to the subject RFP.

Your organization has been selected to enter the negotiations stage of our evaluation process for RFP #0052050 for Temporary Employment Services as provided for in Section VIII.B in the RFP. Therefore , we would appreciate your response to the following questions.

1. Discuss how you will provide services to campus and the avai labi lity of candidates by job type outl ined in the RFP. Are there areas considered your specialty? Are there areas where you firm is not as specialized to provide candidates? Are there different divisions handling different areas or will you provide services from a centra lized location?

2. How are background screenings conducted? What is your policy and how are those fees addressed?

3. How will you address injuries that happen during the performance of duties?

4. Do you agree to waive al l conversion/transfer fees if a candidate appl ies to Virginia Tech through the competitive application process and is hired as a full-time employee?

5. Confirm the required level of conviction check, including drug and alcohol if required , will be covered in your submitted rates and that there will be no additional pass through fees.

6. Please confirm your local office location/address and contact person.

7. Does your company agree to provide individual departmental monthly invoices with payment due thirty (30) days after receipt of invoice or services, whichever is later?

8. Do you agree that you will be performing services as an Independent Contractor, Company, Corporation or other business entity and are not an employee of Virginia Tech or any other Commonwealth Entity?

,.___ _ ____________________ Invent the Future

V I RGINIA PO L Y T ECH N I C IN ST I TU T E A ND S TATE UN I VERSITY An eqt1a/ opportunity. affirmative ac tion Institution

R Pt I t al l11d,, 1 11cien1 Req1 lerecl Publw Accour1 t inq r=-11 · 11

1<, tti ,-. 811. 11 d r,f O,r l't lor s d 11d Sh,lf ,.hulder s of Man1Jowe1 C1 oup Inc We have audited the internal control over financial reporting of ManpowerGroup Inc. and subsidiaries (the 'Company") as

of December 31, 2013, based on cntena established in Internal Control - Integrated Framework (1992) issued by t11e

Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for

ma1nta1ning effective internal control over financial reporting and for its assessment of the effectiveness of internal control

over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting.

Our responsibility is to express an op1n1on on the Company's internal control over financial reporting based on our audit.

We conducted our audit 1n accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

effective internal control over financial reporting was maintained 1n all material respects. Our audit included obtaining an

understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and

evaluating the design and operating effectiveness of internal control based on the assessed risk. and performing such other

procedures as we considered necessary 1n the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting ,s a process designed by, or under the supervision or. the company's

pnnc1pal execulive and principal financial officers. or persons performing similar fLmct1ons. and effected by the company's

board of directors. management. and other personnel to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes 1n accordance with generally accepted

accounting principles. A company's internal control over financial reporting includes those policies and procedures that ( I}

pertain to the maintenance of records that. 1n reasonable detail. accurately and fairly reflect the transactions and dispositions

of the assets of the company; (2) provide reasonable assurance lhat transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and

expenditures of the company arc being made only 1n accordance with authorizations of management and directors of the

company; and (3) provide reasonable assurance regarding prevention or limely detection of unauthorized acquisition, use. or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over rinancial reporting, including the possibility of collusion or

improper management override of controls. material misstatements due to error or fraud may not be prevented or detected

on a l!mely basis. Also. projections of any evaluation of the effectiveness of the inte, nal control over financial reporting to

ruture periods are sub;ect to the risk that the controls may become inadequate because of changes 1n conditions. or lhat the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company ma1nta1ned. 1n all material respects, effective internal control over financial reporting as of

December 31, 20·13, based on the criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Orga111zat1ons of the Treadway Commission.

We have also audited. in accordance with the standards of the Public Company Accounting Oversight Board (United

States). the consolidated financial statements as of and for the yea, ended December 31, 2013 of the Company and our

report dated February 21, 2014 expressed an unqualified op1111on on those financial statements.

Milwaukee. Wisconsin

February 21, 2014

/ -r--'- LLP

Report or lndepondtnt Registered Public Accounllng Firm MOr,uowerGroup 2013 Anm,al Rc'DOfl St

PAGES HAVE BEEN REMOVED DUE TO PROPRIETARY/ CONFIDENTIAL INFORMATION. PLEASE SEE BUYER FOR MORE INFORMATION.

qp VirginiaTech I

December 20, 2017

Manpower Group 100 Arbor Drive Suite 102 Christiansburg , VA 24073

Subject: Virgin ia Tech RFP #0052050

Procurement Department (MC 0333) North End Center, Suite 2100, Vfrginia Tech 300 Turner Street NW Blacksburg, Virginia 2406 1 540/231-6221 Fax: 540/231-9628 www.procurement.vt.edu

Thank you for submitting a proposal in response to the subject RFP.

Your organization has been selected to enter the negotiations stage of our evaluation process for RFP #0052050 for Temporary Employment Services as provided for in Section VIII.B in the RFP. Therefore , we would appreciate your response to the following questions.

1. Discuss how you will provide services to campus and the avai labi lity of candidates by job type outl ined in the RFP. Are there areas considered your specialty? Are there areas where you firm is not as specialized to provide candidates? Are there different divisions handling different areas or will you provide services from a centra lized location?

2. How are background screenings conducted? What is your policy and how are those fees addressed?

3. How will you address injuries that happen during the performance of duties?

4. Do you agree to waive al l conversion/transfer fees if a candidate appl ies to Virginia Tech through the competitive application process and is hired as a full-time employee?

5. Confirm the required level of conviction check, including drug and alcohol if required , will be covered in your submitted rates and that there will be no additional pass through fees.

6. Please confirm your local office location/address and contact person.

7. Does your company agree to provide individual departmental monthly invoices with payment due thirty (30) days after receipt of invoice or services, whichever is later?

8. Do you agree that you will be performing services as an Independent Contractor, Company, Corporation or other business entity and are not an employee of Virginia Tech or any other Commonwealth Entity?

,.___ _ ____________________ Invent the Future

V I RGINIA PO L Y T ECH N I C IN ST I TU T E A ND S TATE UN I VERSITY An eqt1a/ opportunity. affirmative ac tion Institution

9. Do you further agree that Virginia Tech will not withhold any income taxes from its payments to contractors nor will it provide any employment benefits to the contractor or contractor's employees?

10. Do you agree that the initial contract period shall be one year?

11. Upon completion of the initial contract period, does your company agree that the contract may be renewed by Virginia Tech upon written agreement of both parties for four (4) one year periods, under the terms of the current contract?

12. lf awarded a contract, do you agree to limit price increases to no more than the increase in the Consumer Price Index, CPI-W, $ervices category for the latest twelve (12) months for which statistics are available at the time of renewal or 3 percent, whichever is less?

13. If awarded a contract, are you willing to hold prices firm for the initial contract period and the first renewal year?

14. Will Manpower agree to participate in the Wells One AP Control Payment System?

15. How soon after contract award can you begin providing services?

16. Do you acknowledge, agree and understand that Virginia Tech cannot guarantee a minimum amount of business if a contract is awarded to your company?

17. Is your company registered with eVA?

18. Are the rates listed in your proposal inclusive of all applicable eVA system transaction fees? ·

19. Is your company's coordinator willing to meeting with Virginia Tech's contract administrator on an as-requested basis to discuss all services?

20. How will new position classifications be priced when an addition is needed to the contract?

21. Do you agree to retain your employment records related to any resulting contract for five years?

22. Since the cost of living is greater in the Northern Virginia, Richmond and Tidewater areas as opposed to other parts of the commonwealth, do you recommend a pay differential for those Virginia Tech offices and, if so, how much differential do you recommend?

23. If a temporary employee from your company should become injured or incur a medical emergency while on the job at Virginia Tech, please describe your procedure for addressing this situation.

24. If Virginia Tech elects to contract with multiple contractors and does not stipulate primary or secondary contractors, is your company still willing to contract with Virginia Tech for temporary employment services?

VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIVERSITY An equal opportunity, affirmative action Institution

25. Are there any additional forms or documents that you will require to be incorporated into the contract documents? If so, please submit.

Your response by Wednesday, January 3rd, 2018 will be greatly appreciated.

Sincerely,

dM!W~)~',IVr--', Assistant Director & Contracts Manager

VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIVERSITY An equal opportunity, affirmative action institution

fl) VirginiaTech I

December 20, 201 7

Manpower Group 100 Arbor Drive Suite 102 Christiansburg , VA 24073

Subject: Virginia Tech RFP #0052050

Procurement Department (MC 0333) North End Center, Suite 2100. Virginia Tech 300 Turner Street NW Blacksburg. Virginia 24061 540/231 -6221 Fax: 540/231-9628 www.procurement.vt.edu

Thank you for submitting a proposal in response to the subject RFP.

Your organization has been selected to enter the negotiations stage of our evaluation process for RFP #0052050 for Temporary Employment Services as provided for in Section Vll l.B in the RFP. Therefore, we would appreciate your response to the following questions.

1. Discuss how you will provide services to campus and the availability of candidates by job type outlined in the RFP. Are there areas considered your specialty? Are there areas where you firm is not as specialized to provide candidates? Are there different divisions handling different areas or will you provide services from a central ized location? See Attachment - #1

2. How are background screenings conducted? What is your policy and how are those fees addressed? See Attachment - #2

3. How will you address injuries that happen during the performance of duties? See Attachment - #3

4. Do you agree to waive all conversion/transfer fees if a candidate applies to Virginia Tech through the competitive application process and is hired as a full-time employee? Yes

5. Confirm the required level of conviction check, including drug and alcohol if required , will be covered in your submitted rates and that there will be no additional pass through fees. 7-10 Year Background, 7-10 Panel drug Test. NO CHARGE TO VT. Also explained in Attachment #2.

6. Please confirm your local office location/address and contact person.

Richard Mann - See Attachment - #6

7. Does your company agree to provide individual departmental monthly invoices with payment due thirty (30) days after receipt of invoice or services , whichever is later? Yes

~--------------------- Invent the Future

VIRGINIA POLYTECH NI C IN ST I T U TE AND S T ATE UN IVERSITY An equa l opportunity, aff,rmat1ve action institution

. '

8. Do you agree that you will be performing services as an Independent Contractor, Company, Corporation or other business entity and are not an employee of Virginia Tech or any other Commonwealth Entity? Yes

9. Do you further agree that Virginia Tech will not withhold any income taxes from its payments to contractors nor will it provide any employment benefits to the contractor or contractor's employees? Yes

10. Do you agree that the initia l contract period shall be one year? Yes

11. Upon completion of the initial contract period , does your company agree that the contract may be renewed by Virginia Tech upon written agreement of both parties for fou r (4) one year periods, under the terms of the current contract? Yes

12. If awarded a contract, do you agree to limit price increases to no more than the increase in the Consumer Price Index, CPI-W, Services category for the latest twelve (12) months for which statistics are available at the time of renewal or 3 percent, whichever is less? Yes

13. If awarded a contract, are you willing to hold prices firm for the initial contract period and the first renewal year? Yes

14. Will Manpower agree to participate in the Wells One AP Control Payment System? Yes

15. How soon after contract award can you begin providing services? IMMEDIATELY

16. Do you acknowledge, agree and understand that Virginia Tech cannot guarantee a minimum amount of business if a contract is awarded to your company? Yes

17. ls your company reg istered with eVA? Yes

18. Are the rates listed in your proposal inclusive of al l appl icable eVA system transaction fees? Yes

19. Is your company's coordinator willing to meeting with Virgin ia Tech's contract administrator on an as-requested basis to discuss all services?

Yes

20. How will new position classifications be priced when an addition is needed to the contract? SIMILAR MARK-UPS AND PARAMETERS

V I RG IN IA POLYTECH NI C IN ST IT UTE A ND S T A T E UNIVERSITY An equal opporcunrly affrrmat1ve aclron 1n stitutlon

21 Do you agree to retain your employment records related to any resulting contract for five years? Yes

22. Since the cost of living is greater in the Northern Virginia, Richmond and Tidewater areas as opposed to other parts of the commonwealth , do you recommend a pay differential for those Virginia Tech offices and, if so, how much differential do you recommend? Responsible for Blacksburg Campus, other offices in these areas would address this issue.

23. If a temporary employee from your company should become injured or incur a medical emergency wh ile on the job at Virginia Tech , please describe your procedure for addressing this situation.

See Attachment - #3

24. If Virginia Tech elects to contract with multiple contractors and does not stipulate primary or secondary contractors, is your company still willing to contract with Virginia Tech for temporary employment services? Yes

25. Are there any additional forms or documents that you will require to be incorporated into the contract documents? If so, please submit. No

Your response by Wednesday, January 3rd, 2018 will be greatly appreciated.

Sincerely,

Kimberly Dulaney Assistant Director & Contracts Manager

~J11--JZ <..,44 /L,() /YlArJAI

C '-I wJ 1' /Jc.l{),.k'J1 /YJM!lt&t.A-

MA~ wll:A

e>/-o1 Ji

VIRGI N IA POLYTECHNIC IN S TITU T E AND STATE UNIVERSITY An equal opportunt/y , affirmative ac/,on rns/1/utlon

A

1.

Our commitment to service Virginia Tech as your primary vendor extends to every location needing

temporary services - including locations where mileage to Manpower's closest office may hinder our

ability to service efficiently. In coordination with Virginia Tech, we will identify and subcontract to suitable

vendors in those areas. As another alternative, ManpowerGroup frequently operates remote recru iting

and placement sites on a periodic basis for a customer beyond the traditional geographic reach of a

ManpowerGroup office. Also, please note that ManpowerGroup is constantly opening new offices. Any

Virginia Tech location with large temporary staffing needs can be considered for a new office.

The Roanoke Division will handle all staffing for Virginia Tech in Blacksburg, Va

MAIN CONTACT - RICHARD MANN, CLIENT ACCOUNT MANAGER (540-354-6257)

b. Identify the location of Offerors office or offices that will service the Virginia Tech account. Manpower

355 West Main St Wytheville, Va 24382

Manpower

4760 Valley View Blvd Roanoke. Va 24012

c. Describe the typical turn-around time for confirming the availability of a temporary placement.

This answer is quite different when referring to the processes of ManpowerGroup for clerical or industrial

orders or the processes of Experis. We can usually respond with candidates for clerical or industrial orders within 1-3 days, shorter for basic skills and longer for particularly hard-to-find skills. Experis'

benchmark for submission of resumes is 48 hours after receipt of the job order, but for "hot" or hard-to­find skill sets it can take as long as 5 days. However, ManpowerGroup will commit to a response to your

request with a confirmation ca ll within 30 minutes.

The following table illustrates approximate turnaround times for various job categories:

Service

Clerical

Contact Center

Industrial

Professional

Technical

Direct Sourcing

2

Approximate turnaround time

1-3 days; shorter for basic skills, longer for hard-to-find skills

1-3 days; shorter for basic skills, longer for hard-to-find skills

1-3 days; shorter for basic skills, longer for hard-to-find skills

2-3 days for resume submittal; shorter for basic skills; longer for hard-to-find or "hot" skills.

2-3 days for resume submittal; shorter for basic skills; longer for hard-to-find or "hot" skills.

1-4 weeks for resume submittal; shorter for basic skil ls; longer for

hard-to-find or "hot" skills.

Background C eeks Helping to make smart hiring decisions

Today more than ever, companies have made it a priority to ensure a safe and secure work environment. Verifying an associate's identification and credentials is an integral part in making smart hiring decisions that affect the workplace.

ManpowerGroup realizes this step in the screening process is essential and takes very seriously our responsibility to thoroughly examine an associate's background before the start of an assignment. ManpowerGroup conducts the following background checks as appropriate:

U.S. Employment Eligibility Verification Work History Verification

As the legal employer, we verify identity and U.S. employment eligibility for every associate

and complete all necessary documentation as required by federal law, including the Form 1-9.

ManpowerGroup checks an applicant's work references by contacting former employers by phone or fax. For legal reasons, ManpowerGroup obtains the applicant 's written

consent for the release of this information.

Supplemental Background Checks

In addition to the routine background checks noted earlier, ManpowerGroup is prepared to match the background checking requirements Virginia Tech uses to screen your permanent hires. ManpowerGroup has teamed with a national background screening firm Sterling and Assurant to meet virtually any

screening requirement Virginia Tech may have.

The cost of background checks are included in the mark up.

The following chart summarizes the most common supplemental background checks we can administer upon request:

Drug Screening

ManpowerGroup's standard drug screen is a six­panel , oral fluid test conducted in the

ManpowerGroup office. There is also a 10-panel oral fluid test available. ManpowerGroup can also test our associates with a five- or ten-panel urine test, as requested, to ensure that our associates meet your drug-free standards. The labs used for drug screenings are SAMHSA certified labs.

Review of Department of Motor Vehicle Records

ManpowerGroup can examine an applicant's driving history, by state, to determine the current status of

Review of Criminal Conviction History

At the county, state or federal level , we can check applicants for any convictions of both felony and

related misdemeanor convictions. This includes a verification of the applicant's social security number.

Educational Record Verification

This review verifies educational information, including academic degrees and dates of

that individual's driver's license. This review reveals any driving violations, convictions, or accidents for the period of time available from a state's repository

of motor vehicle records. Some out of pocket access

fees may apply.

Employment History

The routine check is a formal, documented, in~depth

analysis of our associates' work history. This review includes interviews with former employers to validate information such as:

• Dates of employment • Salary

• Position • Reason for leaving

• Duties • Eligibility for rehire

attendance at a particular educational institution. ManpowerGroup also can verify the status of any claimed credential or professional license.

National Credit File Check

Through the largest credit bureau in the country,

we access a full credit report. This includes information such as payment histories, bankruptcy proceedings, collection accounts, and civil

litigation records.

If there are any background checks or reviews that we have not included in this summary that Virginia Tech performs as part of its standard screening process, we are confident that we hold the resources to match your

requirements.

THESE BACKGROUNDS ARE PERFORMED AT NO CHARGE TO VIRGINIA TECH

3.

Workplace Injuries

At ManpowerGroup, we are keen ly focused n the performance and wellbeing of the asso iates we place with our clients. Thars why we 've implemented an w program Lo assist associates in the event a workplace injury occurs. Manpower roup has partnered with Coventry (Priori ty Care 365 or P 365). an independent organizati n, to provide immediate medical evaluation by phone, 24 hours a day/7 day a week. PC365 is staffed by qualified. licensed reg,i tered nurse. who are ready to a ist any Manpower roup a sociate who is injured on the job. P 365 staff ass i tance is al o ava ilable in many different languages.

If an a sociate receives a Ii fe or I imb Lhr atening injury, call 9 1 I. For a ll other injuries, tarting today, please follow the three step process below.

I. When as as ociale is injured, we ask that the supervi or call 855-690-7299 to speak with a nur e. However, if th is is not an option. please direct the as ocia1e Lo a privat area to call P 3 65 direct! .

2. The ass ciate will answer que tions posed by a register d nurse from P 36 . Following the cal l. P 365 wi ll notil'y a line supervisor or other contact with the re ults of the call. The nurse will s nd a report a well.

o Depending on the situation. the a sociale may be guided in first aid or ·'self-care: · allowed back to work. be referred to a medical faci lity off-site for further evaluation or treatment.

o P 365 i not authorized to send as ociates home and the are not authorized to return the associate back tom difi ed duty.

3. If fir t aid alone is needed, we ask that you provide the associate acces to your fir t aid kit so he/she can return to work as quickly and safely as possible. Or, i r the associate i referred out for treatment. we a k that you notify y ur I cal contact at ManpowerGroup.

The registered nurses al PC365 offer expert insight, removing the burden from the on-si te supervisor. Utilizing PC365 also provides ManpowerGroup clients the additional benefits of:

o Potentially fewer OSHA recordables, if the injuries are minor. n Reduced impact on overall client productivity if the associate is able to se11:.rreat and remain at work

rather than leaving work to seek medical intervention. o Potentially less restricted duty and lost time day counts with the use of preferred medical clin ics, and

soft channe ling of associates to designated clinics in employee choice states.

ManpowerGroup is always looking for new ways to help our clients win in the changing world of work. We hope you wi ll fi nd !h is service value added. If you have any questions regarding th is program, please feel free to contact 434-832-0266 Ext 70330 for more information.

6,

OFFICES PROVIDING SERVICES TO VIRGINIA TECH

Manpower 355 West Main St Wytheville, VA Rena Holliday - Talent Placement Specia list - n:na.hollida, 1a manpower.com Richard Mann - Client Account Manager - richard.mann@manpower.com

Dulaney, Kim

From: Sent:

Mann, Richard <richard.mann@manpower.com> Friday, January 5, 2018 11 :03 AM

To: Dulaney, Kim Subject: RE: Sex Offender Conviction Check

No Problem, I just put on the order as a requirement of all candidates.

From: Dulaney, Kim [mailto:kdulane@vt.edu] Sent: Friday, January OS, 2018 11:01 AM To: Mann, Richard Subject: RE: Sex Offender Conviction Check

Do we need to indicate it be required or is it automatic?

---- --~-----From: Mann, Richard [mailto:richard.mann@manpower.com1

Sent: Friday, January 5, 2018 10:55 AM To: Dulaney, Kim <kdulane@vt.edu> Subject: RE: Sex Offender Conviction Check

Yes we can include that.

From: Dulaney, Kim [mailto:kdulane@vt.edu] Sent: Friday, January 05, 2018 10:54 AM To: Mann, Richard Subject: Sex Offender Conviction Check

Richard,

Please confirm that the Conviction Check performed by Manpower includes a Sex Offender search as well.

Thanks

Kim Kimberly Dulaney, CPSM, CUPO Assistant Director & Contracts Manager Virginia Tech 540-231-8543

This email and any files transmitted with it are confidential and or privileged information internal to our organization and intended solely for the use of the individual(s) or entity or entities to whom they are addressed. This message contains confidential information and is intended only for the recipients. If you have received this email in error please notify the sender by replying to this email and then delete this message and any attachments. If you are not the named addressee you may not disseminate, distribute or copy this e-mail. If you are the intended recipient you are notified that unauthorized disclosure, copy, storage, or distribution of this information is strictly prohibited. This email and any files transmitted with it are confidential and or privileged information internal to our organization and intended solely for the use of the individual(s) or entity or entities to whom they are addressed.

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This message contains confidential information and is intended only for the recipients. If you have received this email in error please notify the sender by replying to this email and then delete this message and any attachments. If you are not the named addressee you may not disseminate, distribute or copy this e-mail. If you are the intended recipient you are notified that unauthorized disclosure, copy, storage, or distribution of this information is strictly prohibited.

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