ManpowerGroup

Results of Operations

(In millions, except per share data)

Three Months Ended March 31

% Variance

Amount

Constant

2011

2010

Reported

Currency

(Unaudited)

Revenues from services (a)

$ 5,072.4

$ 4,099.3

23.7%

21.8%

Cost of services

4,214.8

3,397.8

24.0%

22.1%

   Gross profit

857.6

701.5

22.2%

20.1%

Selling and administrative expenses

772.0

668.9

15.4%

13.7%

   Operating profit

85.6

32.6

162.7%

152.3%

Interest and other expenses

11.1

12.9

-13.7%

   Earnings before income taxes

74.5

19.7

278.4%

259.7%

Provision for income taxes

38.8

16.9

130.5%

   Net earnings

$      35.7

$        2.8

N/A

N/A

Net earnings per share - basic

$      0.44

$      0.04

N/A

Net earnings per share - diluted

$      0.43

$      0.04

N/A

N/A

Weighted average shares - basic

81.9

78.6

4.1%

Weighted average shares - diluted

83.6

79.9

4.7%

(a)  Revenues from services include fees received from our franchise offices of $5.9 million and $4.6 million for the three months ended March 31, 2011 and 2010, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $274.5 million and $193.9 million for the three months ended March 31, 2011 and 2010, respectively.

ManpowerGroup

Operating Unit Results

(In millions)

Three Months Ended March 31

% Variance

Amount

Constant

2011

2010

Reported

Currency

(Unaudited)

Revenues from Services: (a)

   Americas:

       United States  (b)

$    750.9

$    482.7

55.6%

55.6%

       Other Americas

361.8

294.5

22.8%

19.4%

1,112.7

777.2

43.2%

41.9%

   Southern Europe:

       France

1,353.8

1,107.5

22.2%

23.2%

       Italy

284.6

234.2

21.5%

22.4%

       Other Southern Europe

180.0

158.4

13.7%

13.1%

1,818.4

1,500.1

21.2%

22.0%

   Northern Europe

1,456.6

1,221.2

19.3%

16.7%

   APME

602.9

497.5

21.2%

11.2%

   Right Management

81.8

103.3

-20.9%

-22.7%

$ 5,072.4

$ 4,099.3

23.7%

21.8%

Operating Unit Profit (Loss): (a)

   Americas:

       United States

$        8.7

$    (11.9)

N/A

N/A

       Other Americas

12.8

9.6

32.9%

30.6%

21.5

(2.3)

N/A

N/A

   Southern Europe:

       France

12.0

0.2

N/A

N/A

       Italy

12.9

6.8

88.8%

88.4%

       Other Southern Europe

2.2

(0.9)

N/A

N/A

27.1

6.1

343.6%

339.1%

   Northern Europe

41.9

19.0

121.1%

112.5%

   APME

16.5

12.5

31.9%

21.1%

   Right Management

3.3

12.5

-73.5%

-73.8%

110.3

47.8

Corporate expenses

(32.0)

(24.0)

Intangible asset amortization expense

(9.6)

(4.9)

Reclassification of French business tax

16.9

13.7

     Operating profit

85.6

32.6

162.7%

152.3%

Interest and other expenses (c)

(11.1)

(12.9)

     Earnings before income taxes

$      74.5

$      19.7

(a)  Effective January 1, 2011, we created a new organizational structure in Europe in order to elevate our service quality throughout Europe, Middle East and Africa. Other Southern Europe and Northern Europe, previously reported in Other EMEA, are now separate reportable segments. France, Italy, and Other Southern Europe are aggregated into our Southern Europe reportable segment. All previously reported results have been restated to conform to the current year presentation. Additionally, we changed the name of our Asia Pacific reportable segment to APME; the results of this reportable segment have not been restated as only the name has changed.

(b)  In the United States, revenues from services include fees received from our franchise offices of $2.7 million and $2.5 million for the three months ended March 31, 2011 and 2010, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $148.5 million and $132.2 million for the three months ended March 31, 2011 and 2010, respectively.

(c)  The components of interest and other expenses were:

2011

2010

         Interest expense

$      10.2

$      11.1

         Interest income

(1.4)

(1.6)

         Foreign exchange losses

0.5

1.9

         Miscellaneous expenses, net

1.8

1.5

$      11.1

$      12.9

ManpowerGroup

Consolidated Balance Sheets

(In millions)

Mar. 31

Dec. 31

2011

2010

(Unaudited)

ASSETS

Current assets:

   Cash and cash equivalents

$    649.5

$    772.6

   Accounts receivable, net

4,201.0

3,844.1

   Prepaid expenses and other assets

204.9

197.6

   Future income tax benefits

61.1

59.7

       Total current assets

5,116.5

4,874.0

Other assets:

   Goodwill and other intangible assets, net

1,335.7

1,330.3

   Other assets

393.6

355.1

       Total other assets

1,729.3

1,685.4

Property and equipment:

   Land, buildings, leasehold improvements and equipment

714.4

688.8

   Less:  accumulated depreciation and amortization

542.8

518.5

     Net property and equipment

171.6

170.3

         Total assets

$ 7,017.4

$ 6,729.7

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

   Accounts payable

$ 1,454.9

$ 1,313.9

   Employee compensation payable

195.3

240.2

   Accrued liabilities

555.0

547.4

   Accrued payroll taxes and insurance

665.4

677.7

   Value added taxes payable

512.3

482.2

   Short-term borrowings and current maturities of long-term debt

38.2

28.7

       Total current liabilities

3,421.1

3,290.1

Other liabilities:

   Long-term debt

708.1

669.3

   Other long-term liabilities

390.9

373.1

       Total other liabilities

1,099.0

1,042.4

Shareholders' equity:

   Common stock

1.1

1.1

   Capital in excess of par value

2,797.9

2,781.7

   Retained earnings

820.9

785.2

   Accumulated other comprehensive income

137.8

87.0

   Treasury stock, at cost

(1,260.4)

(1,257.8)

       Total shareholders' equity

2,497.3

2,397.2

         Total liabilities and shareholders' equity

$ 7,017.4

$ 6,729.7

ManpowerGroup

Consolidated Statements of Cash Flows

(In millions)

Three Months Ended

March 31

2011

2010

(Unaudited)

Cash Flows from Operating Activities:

   Net earnings

$   35.7

$      2.8

   Adjustments to reconcile net earnings to net

     cash used in operating activities:

       Depreciation and amortization

25.9

21.4

       Deferred income taxes

(2.9)

(9.5)

       Provision for doubtful accounts

5.9

4.1

       Share-based compensation

8.2

5.5

       Excess tax benefit on exercise of stock options

(0.5)

(0.1)

   Changes in operating assets and liabilities, excluding

     the impact of acquisitions:

       Accounts receivable

(212.9)

(127.1)

       Other assets

(6.3)

(35.6)

       Other liabilities

(12.8)

95.5

             Cash used in operating activities

(159.7)

(43.0)

Cash Flows from Investing Activities:

   Capital expenditures

(11.2)

(7.8)

   Acquisitions of businesses, net of cash acquired

-

(0.1)

   Proceeds from sales of property and equipment

1.1

0.3

             Cash used in investing activities

(10.1)

(7.6)

Cash Flows from Financing Activities:

   Net change in short-term borrowings

9.6

0.2

   Proceeds from long-term debt

0.1

1.5

   Repayments of long-term debt

(0.1)

(0.7)

   Proceeds from share-based awards

5.2

4.9

   Excess tax benefit on exercise of stock options

0.5

0.1

             Cash provided by financing activities

15.3

6.0

Effect of exchange rate changes on cash

31.4

(26.2)

Change in cash and cash equivalents

(123.1)

(70.8)

Cash and cash equivalents, beginning of period

772.6

1,014.6

Cash and cash equivalents, end of period

$ 649.5

$  943.8