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form8-k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 19, 2013

MANPOWERGROUP INC.

(Exact name of registrant as specified in its charter)

Wisconsin	1-10686	39-1672779
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 Manpower Place
Milwaukee, Wisconsin	53212
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (414) 961-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)

	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On July 19, 2013, we issued a press release announcing our results of operations for the three month and six month periods ended June 30, 2013. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On a consolidated basis, the French business tax is reported in provision for income taxes, in accordance with the current accounting guidance on income taxes. Prior to the second quarter of 2013, we internally reviewed the financial results of our French operations including the French business tax within Operating Unit Profit (“OUP”) given the operational nature of these taxes. While 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 our France reportable segment OUP now excludes the business tax and we no longer need 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 in segment reporting has no impact on our reporting of consolidated results. Attached hereto as Exhibit 99.3 is our Operating Unit Results since January 1, 2010, revised to conform to the current year presentation.

Item 9.01. Exhibits.

Exhibit No.	Description
99.1	Press Release dated July 19, 2013
99.2	Presentation materials for July 19, 2013 conference call
99.3	Operating Unit Results reflecting the restatement of segment results

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

		MANPOWERGROUP INC.

Dated: July 19, 2013	By:	/s/ Michael J. Van Handel
		Michael J. Van Handel Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated July 19, 2013
99.2	Presentation materials for July 19, 2013 conference call
99.3	Operating Unit Results reflecting the restatement of segment results

exhibit_99-1.htm

Exhibit 99.1

	FOR IMMEDIATE RELEASE		Contact:
			Mike Van Handel
			+1.414.906.6305
			michael.vanhandel@manpowergroup.com

ManpowerGroup Reports 2nd Quarter and First Half 2013 Results

MILWAUKEE, July 19, 2013 -- ManpowerGroup (NYSE: MAN) today reported that net earnings per diluted share for the three months ended June 30, 2013 were 87 cents compared to 51 cents in the prior year period. Net earnings in the second quarter were $68.2 million compared to $41.0 million a year earlier. Revenues for the second quarter were $5.0 billion, a decrease of 3 percent from the year earlier period in U.S. dollars and in constant currency.

Included in the current year second quarter results is a restructuring charge, primarily related to office consolidations and severance costs, of $20.0 million ($14.4 million after tax or 18 cents per diluted share). Excluding these charges, earnings per diluted share in the quarter were $1.05. Net earnings in the second quarter were unfavorably impacted by 1 cent per diluted share, as foreign currencies were relatively weaker compared to the prior year period.

ManpowerGroup Chairman and CEO Jeffrey A. Joerres, said, “The second quarter results are solid evidence of our team’s strong execution of our recalibration efforts and a stabilizing global economy. We continue to make progress on improving our business mix with our ManpowerGroup Solutions, led by Recruitment Process Outsourcing growing at 19%.

“We are anticipating the third quarter of 2013 diluted earnings per share to be in the range of $1.02 to $1.10, which includes an estimated unfavorable currency impact of 1 cent,” Joerres stated.

Earnings per diluted share for the six months ended June 30, 2013 were $1.17 compared to $1.01 per diluted share in 2012. Net earnings for the period were $92.1 million compared to $81.2 million in the prior year. Revenues for the six-month period were $9.8 billion, a decrease of 5 percent from the prior year or a decrease of 4 percent in constant currency. Earnings per diluted share for the current year six month period include restructuring charges of 51 cents per diluted share. Foreign currency exchange rates had an unfavorable impact of 2 cents for the six-month period.

In conjunction with its second quarter earnings release, ManpowerGroup will broadcast its conference call live over the Internet on July 19, 2013 at 7:30 a.m. CDT (8:30 a.m. EDT). Interested parties are invited to listen to the webcast and view the presentation by logging on to http://www.manpowergroup.com/investors.

Supplemental financial information referenced in the conference call can be found at http://www.manpowergroup.com/investors.

About ManpowerGroup™

ManpowerGroup™ (NYSE: MAN) is the world leader in innovative workforce solutions that ensure the talent sustainability of the world's workforce for the good of companies, communities, countries, and individuals themselves. Specializing in solutions that help organizations achieve business agility and workforce flexibility, ManpowerGroup leverages its 65 years of world of work expertise to create the work models, design the people practices and access the talent sources its clients need for the future. From staffing, recruitment, workforce consulting, outsourcing and career management to assessment, training and development, ManpowerGroup delivers the talent to drive the innovation and productivity of organizations in a world where talentism is the dominant economic system. Every day, ManpowerGroup connects more than 630,000 people to work and builds their experience and employability through its relationships with 400,000 clients across 80 countries and territories. ManpowerGroup's suite of solutions is offered through ManpowerGroup™ Solutions, Manpower®, Experis™ and Right Management®. ManpowerGroup was named one of the World's Most Ethical Companies for the third consecutive year in 2013, confirming our position as the most trusted brand in the industry. See how ManpowerGroup makes powering the world of work humanly possible at www.manpowergroup.com. Follow ManpowerGroup Chairman and CEO Jeff Joerres on Twitter: Twitter.com/manpowergroupjj.

Forward-Looking Statements

This news release contains statements, including earnings projections, that are forward-looking in nature. These statements are based on management’s current expectations or beliefs, and are subject to known and unknown risks and uncertainties regarding the Company's expected future results. The Company's actual results may differ materially from those described or contemplated in the forward-looking statements. Factors that may cause the Company's actual results to differ materially from those contained in the forward-looking statements can be found in the Company's reports filed with the SEC, including the information under the heading 'Risk Factors' in its Annual Report on Form 10-K for the year ended December 31, 2012, which information is incorporated herein by reference. Any forward-looking statement in this release speaks only as of the date on which it is made. The company assumes no obligation to update or revise any forward-looking statements.

###

ManpowerGroup
Results of Operations
(In millions, except per share data)

	Three Months Ended June 30
					% Variance
					Amount			Constant
	2013		2012		Reported			Currency
	(Unaudited)
Revenues from services (a)	$	5,040.7	$	5,206.7		-3.2	%		-2.9	%
Cost of services		4,204.3		4,345.0		-3.2	%		-2.9	%
Gross profit		836.4		861.7		-2.9	%		-2.6	%
Selling and administrative expenses		708.3		767.3		-7.7	%		-7.5	%
Operating profit		128.1		94.4		35.6	%		37.2	%
Interest and other expenses		10.3		11.3		-9.1	%
Earnings before income taxes		117.8		83.1		41.7	%		43.3	%
Provision for income taxes		49.6		42.1		17.7	%
Net earnings	$	68.2	$	41.0		66.4	%		69.2	%
Net earnings per share - basic	$	0.88	$	0.51		72.5	%
Net earnings per share - diluted	$	0.87	$	0.51		70.6	%		72.5	%
Weighted average shares - basic		77.4		80.1		-3.3	%
Weighted average shares - diluted		78.6		80.4		-2.3	%

(a) Revenues from services include fees received from our franchise offices of $6.1 million for both the three months ended June 30, 2013 and 2012. These fees are primarily based on revenues generated by the franchise offices, which were $272.3 million and $270.0 million for the three months ended June 30, 2013 and 2012, respectively.

ManpowerGroup
Operating Unit Results
(In millions)
	Three Months Ended June 30
							% Variance
							Amount			Constant
	2013			2012			Reported			Currency
	(Unaudited)
Revenues from Services:
Americas:
United States (b)	$	748.5		$	763.2			-1.9	%		-1.9	%
Other Americas		387.2			389.2			-0.5	%		0.4	%
		1,135.7			1,152.4			-1.4	%		-1.1	%
Southern Europe:
France		1,320.6			1,427.6			-7.5	%		-9.1	%
Italy		278.4			274.0			1.6	%		-0.2	%
Other Southern Europe		203.0			190.1			6.8	%		3.7	%
		1,802.0			1,891.7			-4.7	%		-6.6	%
Northern Europe		1,398.8			1,415.8			-1.2	%		-1.6	%
APME		623.3			662.9			-6.0	%		1.9	%
Right Management		80.9			83.9			-3.5	%		-2.0	%
	$	5,040.7		$	5,206.7			-3.2	%		-2.9	%

Operating Unit Profit (Loss): (a)
Americas:
United States	$	30.6		$	7.7			296.3	%		296.3	%
Other Americas		11.9			10.5			13.1	%		11.7	%
		42.5			18.2			133.3	%		132.5	%
Southern Europe:
France		40.9			34.6			17.6	%		16.0	%
Italy		14.7			12.6			16.2	%		14.0	%
Other Southern Europe		1.2			3.0			-59.7	%		-62.6	%
		56.8			50.2			12.7	%		10.8	%
Northern Europe		33.2			39.2			-15.4	%		-14.9	%
APME		20.2			21.8			-7.0	%		2.7	%
Right Management		7.4			(2.9	)		N/A			N/A
		160.1			126.5
Corporate expenses		(23.6	)		(22.9	)
Intangible asset amortization expense		(8.4	)		(9.2	)
Operating profit		128.1			94.4			35.6	%		37.2	%
Interest and other expenses (c)		(10.3	)		(11.3	)
Earnings before income taxes	$	117.8		$	83.1

(a) On a consolidated basis, the French business tax is reported in provision for income taxes, in accordance with the current accounting guidance on income taxes. Prior 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. While 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 our France reportable segment OUP now excludes the business tax and we no longer need 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 in segment reporting has no impact on our reporting of consolidated results.

(b) In the United States, revenues from services include fees received from our franchise offices of $3.8 for both the three months ended June 30, 2013 and 2012. These fees are primarily based on revenues generated by the franchise offices, which were $175.3 million and $180.6 million for the three months ended June 30, 2013 and 2012, respectively.

(c) The components of interest and other expenses were:
Interest expense	$	10.3		$	10.2
Interest income		(0.9	)		(1.4	)
Foreign exchange loss		1.4			0.5
Miscellaneous (income) expense, net		(0.5	)		2.0
	$	10.3		$	11.3

ManpowerGroup
Results of Operations
(In millions, except per share data)

	Six Months Ended June 30
					% Variance
					Amount			Constant
	2013		2012		Reported			Currency
	(Unaudited)
Revenues from services (a)	$	9,809.6	$	10,303.1		-4.8	%		-4.3	%
Cost of services		8,183.1		8,594.0		-4.8	%		-4.3	%
Gross profit		1,626.5		1,709.1		-4.8	%		-4.4	%
Selling and administrative expenses		1,444.0		1,520.9		-5.1	%		-4.7	%
Operating profit		182.5		188.2		-3.1	%		-1.5	%
Interest and other expenses		21.8		23.1		-5.7	%
Earnings before income taxes		160.7		165.1		-2.7	%		-1.1	%
Provision for income taxes		68.6		83.9		-18.3	%
Net earnings	$	92.1	$	81.2		13.4	%		16.0	%
Net earnings per share - basic	$	1.19	$	1.01		17.8	%
Net earnings per share - diluted	$	1.17	$	1.01		15.8	%		18.8	%
Weighted average shares - basic		77.3		80.1		-3.6	%
Weighted average shares - diluted		78.6		80.8		-2.7	%

(a) Revenues from services include fees received from our franchise offices of $11.4 million and $11.5 million for the six months ended June 30, 2013 and 2012, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $507.0 million and $523.9 million for the six months ended June 30, 2013 and 2012, respectively.

ManpowerGroup
Operating Unit Results
(In millions)
	Six Months Ended June 30
							% Variance
							Amount			Constant
	2013			2012			Reported			Currency
	(Unaudited)
Revenues from Services:
Americas:
United States (b)	$	1,454.6		$	1,499.0			-3.0	%		-3.0	%
Other Americas		774.1			791.7			-2.2	%		-0.5	%
		2,228.7			2,290.7			-2.7	%		-2.1	%
Southern Europe:
France		2,465.8			2,719.4			-9.3	%		-10.4	%
Italy		536.3			541.5			-1.0	%		-2.1	%
Other Southern Europe		396.4			385.3			2.9	%		0.9	%
		3,398.5			3,646.2			-6.8	%		-8.0	%
Northern Europe		2,769.1			2,859.8			-3.2	%		-3.7	%
APME		1,255.8			1,342.9			-6.5	%		0.2	%
Right Management		157.5			163.5			-3.7	%		-2.3	%
	$	9,809.6		$	10,303.1			-4.8	%		-4.3	%

Operating Unit Profit (Loss): (a)
Americas:
United States	$	38.0		$	14.6			160.6	%		160.6	%
Other Americas		20.6			25.8			-20.3	%		-21.2	%
		58.6			40.4			45.0	%		44.4	%
Southern Europe:
France		70.6			57.5			22.7	%		21.9	%
Italy		26.4			27.1			-2.9	%		-4.1	%
Other Southern Europe		3.5			6.5			-45.7	%		-47.9	%
		100.5			91.1			10.2	%		9.2	%
Northern Europe		43.8			83.1			-47.3	%		-47.0	%
APME		35.0			41.4			-15.6	%		-7.8	%
Right Management		9.4			(0.4	)		N/A			N/A
		247.3			255.6
Corporate expenses		(48.0	)		(49.2	)
Intangible asset amortization expense		(16.8	)		(18.2	)
Operating profit		182.5			188.2			-3.1	%		-1.5	%
Interest and other expenses (c)		(21.8	)		(23.1	)
Earnings before income taxes	$	160.7		$	165.1

(a) On a consolidated basis, the French business tax is reported in provision for income taxes, in accordance with the current accounting guidance on income taxes. Prior 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. While 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 our France reportable segment OUP now excludes the business tax and we no longer need 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 in segment reporting has no impact on our reporting of consolidated results.

(b) In the United States, revenues from services include fees received from our franchise offices of $7.0 million for both the six months ended June 30, 2013 and 2012. These fees are primarily based on revenues generated by the franchise offices, which were $330.4 million and $345.0 million for the six months ended June 30, 2013 and 2012, respectively.

(c) The components of interest and other expenses were:
Interest expense	$	21.0		$	20.8
Interest income		(1.8	)		(3.2	)
Foreign exchange losses		1.8			0.3
Miscellaneous expenses, net		0.8			5.2
	$	21.8		$	23.1

ManpowerGroup
Consolidated Balance Sheets
(In millions)

	Jun. 30			Dec. 31
	2013			2012
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	280.9		$	648.1
Accounts receivable, net		4,172.0			4,179.0
Prepaid expenses and other assets		158.6			172.9
Future income tax benefits		76.2			60.6
Total current assets		4,687.7			5,060.6
Other assets:
Goodwill and other intangible assets, net		1,360.3			1,371.9
Other assets		451.0			395.3
Total other assets		1,811.3			1,767.2
Property and equipment:
Land, buildings, leasehold improvements and equipment		694.3			704.1
Less: accumulated depreciation and amortization		520.0			519.3
Net property and equipment		174.3			184.8
Total assets	$	6,673.3		$	7,012.6
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,505.0		$	1,466.5
Employee compensation payable		178.9			210.7
Accrued liabilities		473.8			533.8
Accrued payroll taxes and insurance		629.2			685.7
Value added taxes payable		455.6			472.5
Short-term borrowings and current maturities of long-term debt		78.6			308.0
Total current liabilities		3,321.1			3,677.2
Other liabilities:
Long-term debt		455.5			462.1
Other long-term liabilities		364.2			372.5
Total other liabilities		819.7			834.6
Shareholders' equity:
Common stock		1.1			1.1
Capital in excess of par value		2,903.1			2,873.2
Retained earnings		1,158.1			1,101.5
Accumulated other comprehensive (loss) income		(22.9	)		34.4
Treasury stock, at cost		(1,506.9	)		(1,509.4	)
Total shareholders' equity		2,532.5			2,500.8
Total liabilities and shareholders' equity	$	6,673.3		$	7,012.6

ManpowerGroup
Consolidated Statements of Cash Flows
(In millions)

	Six Months Ended
	June 30
	2013			2012
	(Unaudited)
Cash Flows from Operating Activities:
Net earnings	$	92.1		$	81.2
Adjustments to reconcile net earnings to net
cash used in operating activities:
Depreciation and amortization		48.0			49.2
Deferred income taxes		3.3			(3.7	)
Provision for doubtful accounts		13.5			10.0
Share-based compensation		14.8			14.9
Excess tax benefit on exercise of share-based awards		(0.5	)		-
Changes in operating assets and liabilities, excluding
the impact of acquisitions:
Accounts receivable		(119.0	)		(127.7	)
Other assets		(61.1	)		(17.1	)
Other liabilities		(62.7	)		(46.4	)
Cash used in operating activities		(71.6	)		(39.6	)
Cash Flows from Investing Activities:
Capital expenditures		(25.1	)		(33.8	)
Acquisitions of businesses, net of cash acquired		(16.9	)		(34.0	)
Proceeds from sales of property and equipment		1.7			0.9
Cash used in investing activities		(40.3	)		(66.9	)
Cash Flows from Financing Activities:
Net change in short-term borrowings		37.6			4.6
Proceeds from long-term debt		0.1			751.6
Repayments of long-term debt		(267.5	)		(700.6	)
Proceeds from share-based awards		15.0			3.9
Other share-based award transactions, net		3.0			(4.8	)
Repurchases of common stock		-			(32.6	)
Dividends paid		(35.5	)		(34.3	)
Cash used in financing activities		(247.3	)		(12.2	)
Effect of exchange rate changes on cash		(8.0	)		(7.2	)
Change in cash and cash equivalents		(367.2	)		(125.9	)
Cash and cash equivalents, beginning of period		648.1			580.5
Cash and cash equivalents, end of period	$	280.9		$	454.6

exhibit_99-2.htm

Exhibit 99.2

ManpowerGroup Second Quarter Results July 19, 2013

Forward-Looking Statements This presentation contains statements, including financial projections, that are forward-looking in nature. These statements are based on managements’ current expectations or beliefs, and are subject to known and unknown risks and uncertainties regarding expected future results. Actual results might differ materially from those projected in the forward-looking statements. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in the ManpowerGroup Inc. Annual Report on Form 10-K dated December 31, 2012, which information is incorporated herein by reference, and such other factors as may be described from time to time in the Company’s SEC filings. Any forward-looking statements in this presentation speak only as of the date hereof. The Company assumes no obligation to update or revise any forward-looking statements. *

As Reported Excluding Non-recurring Items Q2 Financial Highlights 3% 3% Revenue $5.0B 3% CC 3% CC Revenue $5.0B 0 bps 0 bps Gross Margin 16.6% 36% 20% Operating Profit $128M 37% CC 21% CC Operating Profit $128M 70 bps 50 bps OP Margin 2.5% 71% 38% EPS $.87 73% CC 39% CC EPS $.87 Throughout this presentation, the difference between reported variances and Constant Currency (CC) variances represents the impact of currency on our financial results. Constant Currency is further explained on our Web site. Consolidated Financial Highlights * Excludes the impact of restructuring charges of $20.0M in Q2 2013, and $18.7M of restructuring changes and $10.0M of legal costs in Q2 2012. (1)

EPS Bridge – Q2 vs. Guidance Midpoint Includes charges as follows: Americas ($4.4M), Southern Europe ($3.3M), Northern Europe ($9.3M), APME ($0.4M), Right Management ($2.6M) (1) *

(in millions of USD) OUP as Reported Restructuring OUP excluding Restructuring Americas 42.5 3.7% 4.4 46.9 4.1% Southern Europe 56.8 3.1% 3.3 60.1 3.3% Northern Europe 33.2 2.4% 9.3 42.5 3.0% APME 20.2 3.3% 0.4 20.6 3.3% Right Management 7.4 9.2% 2.6 10.0 12.4% Corporate Expenses (23.6) - (23.6) Intangible Amortization Expense (8.4) - (8.4) Operating Profit 128.1 2.5% 20.0 148.1 2.9% Operating Unit Profit by Segment Q2 2013 *

Consolidated Gross Margin Change *

* $836M Growth in CC % Business Line Gross Profit – Q2 2013 █ Manpower █ Experis █ ManpowerGroup - Total █ ManpowerGroup Solutions █ Right Management

SG&A Expense Bridge – Q2 YoY (in millions of USD) * Productivity Gain 13.7% % of Revenue 14.2% % of Revenue

SG&A Expense Bridge –YTD YoY (in millions of USD) * Productivity Gain 14.2% % of Revenue 14.5% % of Revenue

As Reported Excluding Non-recurring Items Q2 Financial Highlights 1% 1% Revenue $1.1B 1% CC 1% CC Revenue $1.1B 133% 28% OUP $42M 133% CC 28% CC OUP $42M 210 bps 90 bps OUP Margin 3.7% * (1) Americas Segment (22% of Revenue) Included in these amounts is the US, which had revenue of $749M (-2%) and OUP of $30.6M (+296%), or $34.4M (+40%) excluding the impact of restructuring charges and legal costs in 2013 and 2012. Excludes the impact of restructuring charges of $4.4M in Q2 2013 and $8.3M in Q2 2012, and $10.0M of legal costs in Q2 2012. Operating Unit Profit (OUP) is the measure that we use to evaluate segment performance. OUP is equal to segment revenues less direct costs and branch and national headquarters operating costs. (2)

Americas – Q2 Revenue Growth YoY * Revenue Growth - CC Revenue Growth % of Segment Revenue 66% 13% 6% 15%

As Reported Excluding Non-recurring Items Q2 Financial Highlights 5% 5% Revenue $1.8B 7% CC 7% CC Revenue $1.8B 13% 19% OUP $57M 11% CC 17% CC OUP $57M 40 bps 60 bps OUP Margin 3.1% * (1)(2) Southern Europe Segment (36% of Revenue) Reflects the change in our internal reporting to exclude the French business tax cost from OUP and report it in provision for income taxes, consistent with our consolidated reporting. Including the French business tax cost in OUP, Southern Europe’s OUP margin would have been 2.2% (+60 bps YoY). Included in these amounts is France, which had revenue of $1.3B (-9% CC) and OUP of $40.9M (+16% CC), or $42.9M (+22% CC) excluding the impact of restructuring charges in Q2 2013. Including the French business tax cost in OUP, France’s OUP would have been $23.0M (+46% CC). Excludes the impact of restructuring charges of $3.2M in Q2 2013. (3)

Southern Europe – Q2 Revenue Growth YoY * Revenue Growth - CC Revenue Growth % of Segment Revenue 73% 15% 5% 7%

As Reported Excluding Non-recurring Items Q2 Financial Highlights 1% 1% Revenue $1.4B 2% CC 2% CC Revenue $1.4B 15% 8% OUP $33M 15% CC 8% CC OUP $33M 40 bps 20 bps OUP Margin 2.4% * Northern Europe Segment (28% of Revenue) (1) Excludes the impact of restructuring charges of $9.3M Q2 2013.

Northern Europe – Q2 Revenue Growth YoY * Revenue Growth - CC Revenue Growth % of Segment Revenue 30% 25% 12% 9% 17% 7%

As Reported Excluding Non-recurring Items Q2 Financial Highlights 6% 6% Revenue $623M 2% CC 2% CC Revenue $623M 7% 5% OUP $20M 3% CC 4% CC OUP $20M 0 bps 0 bps OUP Margin 3.3% APME Segment (12% of Revenue) * (1) Excludes the impact of restructuring charges of $0.3M in Q2 2013.

APME – Q2 Revenue Growth YoY * Revenue Growth - CC Revenue Growth % of Segment Revenue 37% 25% 38%

* Right Management Segment (2% of Revenue) As Reported Excluding Non-recurring Items Q2 Financial Highlights 3% 3% Revenue $81M 2% CC 2% CC Revenue $81M N/A 36% OUP $7M N/A 39% CC OUP $7M 1270 bps 350 bps OUP Margin 9.2% (1) Excludes the impact of restructuring charges of $2.6M in Q2 2013 and $10.4M in Q2 2012.

(in millions of USD) 2013 2012 Net Earnings 92 81 Non-cash Provisions and Other 79 70 Change in Operating Assets/Liabilities (243) (191) Capital Expenditures (25) (34) Free Cash Flow (97) (74) Repayment of Long-Term Debt (267) (701) Other Change in Debt 38 756 Effect of Exchange Rate Changes (8) 7 Dividends Paid (36) (34) Other 3 (80) Change in Cash (367) (126) Cash Flow Summary – 6 months YTD *

Balance Sheet Highlights * Total Debt ($ in millions) Total Debt to Total Capitalization Total Debt Net Debt

Interest Rate Maturity Date Total Outstanding Remaining Available Euro Notes - € 350M 4.505% Jun 2018 455 - Revolving Credit Agreement 1.47% Oct 2016 - 799 Uncommitted lines and Other Various Various 79 349 Total Debt 534 1,148 Credit Facilities – June 30, 2013 (in millions of USD) * (1) (2) The $800M agreement requires that we comply with a Leverage Ratio (Debt-to-EBITDA) of not greater than 3.5 to 1 and a Fixed Charge Coverage Ratio of not less than 1.5 to 1, in addition to other customary restrictive covenants. As defined in the agreement, we had a Debt-to-EBITDA ratio of 0.99 and a fixed charge coverage ratio of 2.82 as of June 30, 2013. As of June 30, 2013, there were $0.9M of standby letters of credit issued under the agreement. Represents subsidiary uncommitted lines of credit & overdraft facilities, which total $427.4M. Total subsidiary borrowings are limited to $300M due to restrictions in our Revolving Credit Facility, with the exception of Q3 when subsidiary borrowings are limited to $600M.

Revenue Total Down 1-3% (Down 1-3% CC) Americas Flat/Down 2% (Up/Down 1% CC) Southern Europe Flat/Down 2% (Down 4-6% CC) Northern Europe Flat/Down 2% (Down 1-3% CC) APME Down 8-10% (Up 1-3% CC) Right Management Right Management Down 3-5% (Down 1-3% CC) Gross Profit Margin Gross Profit Margin 16.5 – 16.7% Operating Profit Margin Operating Profit Margin 2.8 – 3.0% Tax Rate Tax Rate 40% EPS (before restructuring charges of $5-10M) EPS (before restructuring charges of $5-10M) $1.02 – $1.10 (unfavorable $0.01 currency) Third Quarter Outlook * (31% excl. reclassification of French business tax)

Strategic Drivers *

Questions *

exhibit_99-3.htm

Exbhibit 99.3

ManpowerGroup
Restated Operating Unit Results
(In millions)

On a consolidated basis, the French business tax is reported in provision for income taxes, in accordance with the current accounting guidance on income taxes. Prior to the second quarter of 2013, we internally reviewed the financial results of our French operations including the French business tax within Operating Unit Profit ("OUP") given the operational nature of these taxes. While 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 our France reportable segment OUP now excludes the business tax and we no longer need 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 in segment reporting has no impact on our reporting of consolidated results.

	Three Months Ended March 31
							% Variance
							Amount			Constant
	2013			2012			Reported			Currency
	(Unaudited)
Revenues from Services:
Americas:
United States	$	706.1		$	735.8			-4.0	%		-4.0	%
Other Americas		386.9			402.5			-3.9	%		-1.4	%
		1,093.0			1,138.3			-4.0	%		-3.1	%
Southern Europe:
France		1,145.2			1,291.8			-11.3	%		-11.8	%
Italy		257.9			267.5			-3.6	%		-4.1	%
Other Southern Europe		193.4			195.2			-0.9	%		-1.9	%
		1,596.5			1,754.5			-9.0	%		-9.6	%
Northern Europe		1,370.3			1,444.0			-5.1	%		-5.6	%
APME		632.5			680.0			-7.0	%		-1.4	%
Right Management		76.6			79.6			-3.8	%		-2.5	%
	$	4,768.9		$	5,096.4			-6.4	%		-5.8	%
Operating Unit Profit:
Americas:
United States	$	7.4		$	6.9			7.9	%		7.9	%
Other Americas		8.7			15.3			-43.1	%		-43.6	%
		16.1			22.2			-27.4	%		-27.7	%
Southern Europe:
France		29.7			22.9			30.3	%		30.8	%
Italy		11.7			14.5			-19.5	%		-19.9	%
Other Southern Europe		2.3			3.5			-33.8	%		-35.4	%
		43.7			40.9			7.1	%		7.2	%
Northern Europe		10.6			43.9			-75.8	%		-75.6	%
APME		14.8			19.6			-25.2	%		-19.4	%
Right Management		2.0			2.5			-18.4	%		-7.5	%
		87.2			129.1
Corporate expenses		(24.4	)		(26.3	)
Intangible asset amortization expense		(8.4	)		(9.0	)
Operating profit		54.4			93.8			-42.0	%		-40.5	%
Interest and other expenses		(11.5	)		(11.8	)
Earnings before income taxes	$	42.9		$	82.0

	Three Months Ended March 31												Three Months Ended June 30
							% Variance												% Variance
							Amount			Constant									Amount			Constant
		2012			2011		Reported			Currency				2012			2011		Reported			Currency
	(Unaudited)												(Unaudited)
Revenues from Services:
Americas:
United States	$	735.8		$	750.9			-2.0	%		-2.0	%	$	763.2		$	791.6			-3.6	%		-3.6	%
Other Americas		402.5			361.8			11.3	%		16.1	%		389.2			379.4			2.6	%		12.0	%
		1,138.3			1,112.7			2.3	%		3.9	%		1,152.4			1,171.0			-1.6	%		1.4	%
Southern Europe:
France		1,291.8			1,353.8			-4.6	%		-0.4	%		1,427.6			1,644.0			-13.2	%		-2.5	%
Italy		267.5			284.6			-6.0	%		-1.9	%		274.0			344.9			-20.6	%		-10.8	%
Other Southern Europe		195.2			180.0			8.5	%		13.7	%		190.1			193.7			-1.9	%		9.8	%
		1,754.5			1,818.4			-3.5	%		0.7	%		1,891.7			2,182.6			-13.3	%		-2.7	%
Northern Europe		1,444.0			1,456.6			-0.9	%		2.6	%		1,415.8			1,566.3			-9.6	%		-1.2	%
APME		680.0			602.9			12.8	%		9.8	%		662.9			662.8			0.0	%		1.8	%
Right Management		79.6			81.8			-2.6	%		-2.0	%		83.9			84.6			-0.9	%		2.9	%
	$	5,096.4		$	5,072.4			0.5	%		3.0	%	$	5,206.7		$	5,667.3			-8.1	%		-0.8	%
Operating Unit Profit (Loss):
Americas:
United States	$	6.9		$	8.7			-20.8	%		-20.8	%	$	7.7		$	27.2			-71.6	%		-71.6	%
Other Americas		15.3			12.8			19.7	%		26.2	%		10.5			12.3			-15.0	%		-8.3	%
		22.2			21.5			3.4	%		7.2	%		18.2			39.5			-54.0	%		-51.9	%
Southern Europe:
France		22.9			28.9			-21.0	%		-17.1	%		34.6			48.3			-28.1	%		-19.1	%
Italy		14.5			12.9			12.7	%		18.0	%		12.6			22.4			-43.6	%		-36.6	%
Other Southern Europe		3.5			2.2			56.0	%		64.9	%		3.0			2.7			12.8	%		26.3	%
		40.9			44.0			-7.2	%		-2.7	%		50.2			73.4			-31.3	%		-22.8	%
Northern Europe		43.9			41.9			4.8	%		8.3	%		39.2			56.1			-30.2	%		-23.9	%
APME		19.6			16.5			18.5	%		16.1	%		21.8			18.9			16.0	%		17.6	%
Right Management		2.5			3.3			-24.6	%		-24.5	%		(2.9	)		2.8			N/A			N/A
		129.1			127.2									126.5			190.7
Corporate expenses		(26.3	)		(32.0	)								(22.9	)		(30.5	)
Intangible asset amortization expense		(9.0	)		(9.6	)								(9.2	)		(9.4	)
Operating profit		93.8			85.6			9.5	%		13.9	%		94.4			150.8			-37.3	%		-30.5	%
Interest and other expenses		(11.8	)		(11.1	)								(11.3	)		(11.8	)
Earnings before income taxes	$	82.0		$	74.5								$	83.1		$	139.0

													Six Months Ended June 30
																			% Variance
																			Amount			Constant
														2012			2011		Reported			Currency
													(Unaudited)
Revenues from Services:
Americas:
United States													$	1,499.0		$	1,542.5			-2.8	%		-2.8	%
Other Americas														791.7			741.2			6.8	%		14.0	%
														2,290.7			2,283.7			0.3	%		2.6	%
Southern Europe:
France														2,719.4			2,997.8			-9.3	%		-1.6	%
Italy														541.5			629.5			-14.0	%		-6.8	%
Other Southern Europe														385.3			373.7			3.1	%		11.7	%
														3,646.2			4,001.0			-8.9	%		-1.2	%
Northern Europe														2,859.8			3,022.9			-5.4	%		0.6	%
APME														1,342.9			1,265.7			6.1	%		5.6	%
Right Management														163.5			166.4			-1.8	%		0.5	%
													$	10,303.1		$	10,739.7			-4.1	%		1.0	%
Operating Unit Profit (Loss):
Americas:
United States													$	14.6		$	35.9			-59.3	%		-59.3	%
Other Americas														25.8			25.1			2.7	%		9.3	%
														40.4			61.0			-33.8	%		-31.1	%
Southern Europe:
France														57.5			77.2			-25.4	%		-18.3	%
Italy														27.1			35.3			-23.1	%		-16.7	%
Other Southern Europe														6.5			4.9			32.6	%		44.0	%
														91.1			117.4			-22.3	%		-15.3	%
Northern Europe														83.1			98.0			-15.3	%		-10.1	%
APME														41.4			35.4			17.2	%		16.9	%
Right Management														(0.4	)		6.1			N/A			N/A
														255.6			317.9
Corporate expenses														(49.2	)		(62.5	)
Intangible asset amortization expense														(18.2	)		(19.0	)
Operating profit														188.2			236.4			-20.4	%		-14.4	%
Interest and other expenses														(23.1	)		(22.9	)
Earnings before income taxes													$	165.1		$	213.5

	Three Months Ended September 30												Three Months Ended December 31
							% Variance												% Variance
							Amount			Constant									Amount			Constant
		2012			2011		Reported			Currency				2012			2011		Reported			Currency
	(Unaudited)												(Unaudited)
Revenues from Services:
Americas:
United States	$	760.8		$	828.9			-8.2	%		-8.2	%	$	750.7		$	765.9			-2.0	%		-2.0	%
Other Americas		388.3			381.1			1.9	%		8.1	%		405.4			389.8			4.0	%		4.1	%
		1,149.1			1,210.0			-5.0	%		-3.1	%		1,156.1			1,155.7			0.0	%		0.1	%
Southern Europe:
France		1,392.0			1,670.3			-16.7	%		-5.7	%		1,314.2			1,511.0			-13.0	%		-9.5	%
Italy		246.8			321.0			-23.1	%		-13.3	%		268.5			305.3			-12.0	%		-8.5	%
Other Southern Europe		189.2			206.9			-8.5	%		2.8	%		194.0			196.3			-1.2	%		2.2	%
		1,828.0			2,198.2			-16.8	%		-6.0	%		1,776.7			2,012.6			-11.7	%		-8.2	%
Northern Europe		1,426.9			1,595.6			-10.6	%		-3.5	%		1,487.2			1,540.9			-3.5	%		-2.8	%
APME		688.2			701.0			-1.8	%		0.2	%		697.7			695.0			0.4	%		1.4	%
Right Management		80.1			77.5			3.4	%		6.4	%		84.9			79.8			6.3	%		6.5	%
	$	5,172.3		$	5,782.3			-10.5	%		-3.8	%	$	5,202.6		$	5,484.0			-5.1	%		-3.5	%
Operating Unit Profit (Loss):
Americas:
United States	$	24.5		$	32.1			-23.7	%		-23.7	%	$	21.7		$	26.1			-16.9	%		-16.9	%
Other Americas		10.9			10.6			3.3	%		6.1	%		13.9			12.1			13.9	%		11.1	%
		35.4			42.7			-17.1	%		-16.4	%		35.6			38.2			-7.1	%		-7.9	%
Southern Europe:
France		36.4			50.4			-27.9	%		-18.0	%		35.7			41.8			-14.4	%		-10.6	%
Italy		9.4			19.1			-51.0	%		-45.0	%		8.9			19.7			-54.9	%		-52.0	%
Other Southern Europe		2.2			3.0			-28.5	%		-20.0	%		1.4			2.9			-50.1	%		-49.1	%
		48.0			72.5			-34.0	%		-25.2	%		46.0			64.4			-28.4	%		-25.0	%
Northern Europe		42.5			62.8			-32.3	%		-27.6	%		34.2			51.8			-33.9	%		-33.6	%
APME		20.8			21.7			-4.0	%		-1.6	%		28.5			21.7			31.2	%		33.0	%
Right Management		5.6			(1.9	)		N/A			N/A			8.2			(5.6	)		N/A			N/A
		152.3			197.8									152.5			170.5
Corporate expenses		(24.5	)		(29.9	)								(38.3	)		(30.7	)
Intangible asset amortization expense		(9.2	)		(9.9	)								(9.3	)		(10.0	)
Operating profit		118.6			158.0			-25.0	%		-18.7	%		104.9			129.8			-19.1	%		-17.5	%
Interest and other expenses		(10.1	)		(11.0	)								(10.1	)		(10.4	)
Earnings before income taxes	$	108.5		$	147.0								$	94.8		$	119.4

	Nine Months Ended September 30												Year Ended December 31
							% Variance												% Variance
							Amount			Constant									Amount			Constant
		2012			2011		Reported			Currency				2012			2011		Reported			Currency
	(Unaudited)												(Unaudited)
Revenues from Services:
Americas:
United States	$	2,259.8		$	2,371.4			-4.7	%		-4.7	%	$	3,010.5		$	3,137.3			-4.0	%		-4.0	%
Other Americas		1,180.0			1,122.3			5.1	%		12.0	%		1,585.4			1,512.1			4.8	%		9.9	%
		3,439.8			3,493.7			-1.5	%		0.7	%		4,595.9			4,649.4			-1.2	%		0.5	%
Southern Europe:
France		4,111.4			4,668.1			-11.9	%		-3.0	%		5,425.6			6,179.1			-12.2	%		-4.6	%
Italy		788.3			950.5			-17.1	%		-9.0	%		1,056.8			1,255.8			-15.8	%		-8.9	%
Other Southern Europe		574.5			580.6			-1.0	%		8.5	%		768.5			776.9			-1.1	%		6.9	%
		5,474.2			6,199.2			-11.7	%		-2.9	%		7,250.9			8,211.8			-11.7	%		-4.2	%
Northern Europe		4,286.7			4,618.5			-7.2	%		-0.8	%		5,773.9			6,159.4			-6.3	%		-1.3	%
APME		2,031.1			1,966.7			3.3	%		3.7	%		2,728.8			2,661.7			2.5	%		3.1	%
Right Management		243.6			243.9			-0.1	%		2.4	%		328.5			323.7			1.5	%		3.4	%
	$	15,475.4		$	16,522.0			-6.3	%		-0.7	%	$	20,678.0		$	22,006.0			-6.0	%		-1.4	%
Operating Unit Profit (Loss):
Americas:
United States	$	39.1		$	68.0			-42.5	%		-42.5	%	$	60.8		$	94.1			-35.4	%		-35.4	%
Other Americas		36.7			35.7			2.9	%		8.4	%		50.6			47.8			5.7	%		9.1	%
		75.8			103.7			-26.9	%		-25.0	%		111.4			141.9			-21.6	%		-20.4	%
Southern Europe:
France		93.9			127.6			-26.4	%		-18.2	%		129.6			169.4			-23.5	%		-16.3	%
Italy		36.5			54.4			-32.9	%		-26.6	%		45.4			74.1			-38.7	%		-33.4	%
Other Southern Europe		8.7			7.9			8.7	%		19.0	%		10.1			10.8			-6.8	%		1.0	%
		139.1			189.9			-26.8	%		-19.0	%		185.1			254.3			-27.2	%		-20.6	%
Northern Europe		125.6			160.8			-21.9	%		-16.9	%		159.8			212.6			-24.8	%		-21.0	%
APME		62.2			57.1			9.1	%		9.9	%		90.7			78.8			15.2	%		16.2	%
Right Management		5.2			4.2			23.2	%		9.6	%		13.4			(1.4	)		N/A			N/A
		407.9			515.7									560.4			686.2
Corporate expenses		(73.7	)		(92.4	)								(112.0	)		(123.1	)
Intangible asset amortization expense		(27.4	)		(28.9	)								(36.7	)		(38.9	)
Operating profit		306.8			394.4			-22.2	%		-16.1	%		411.7			524.2			-21.5	%		-16.5	%
Interest and other expenses		(33.2	)		(33.9	)								(43.3	)		(44.3	)
Earnings before income taxes	$	273.6		$	360.5								$	368.4		$	479.9

	Year Ended December 31
							% Variance
							Amount			Constant
		2011			2010		Reported			Currency
	(Unaudited)
Revenues from Services:
Americas:
United States	$	3,137.3		$	2,783.4			12.7	%		12.7	%
Other Americas		1,512.1			1,265.5			19.5	%		18.4	%
		4,649.4			4,048.9			14.8	%		14.5	%
Southern Europe:
France		6,179.1			5,208.6			18.6	%		12.6	%
Italy		1,255.8			1,044.2			20.3	%		14.2	%
Other Southern Europe		776.9			698.9			11.2	%		6.8	%
		8,211.8			6,951.7			18.1	%		12.3	%
Northern Europe		6,159.4			5,344.1			15.3	%		9.3	%
APME		2,661.7			2,147.2			24.0	%		14.2	%
Right Management		323.7			374.6			-13.6	%		-16.6	%
	$	22,006.0		$	18,866.5			16.6	%		11.6	%
Operating Unit Profit (Loss):
Americas:
United States	$	94.1		$	42.8			119.8	%		119.8	%
Other Americas		47.8			36.5			31.2	%		30.7	%
		141.9			79.3			79.0	%		78.8	%
Southern Europe:
France		169.4			112.4			50.7	%		42.0	%
Italy		74.1			47.5			55.9	%		47.2	%
Other Southern Europe		10.8			7.2			51.5	%		47.5	%
		254.3			167.1			52.2	%		43.7	%
Northern Europe		212.6			150.2			41.5	%		32.8	%
APME		78.8			47.2			66.7	%		54.8	%
Right Management		(1.4	)		3.5			N/A			N/A
		686.2			447.3
Corporate expenses		(123.1	)		(101.2	)
Goodwill and intangible asset impairment charges		-			(428.8	)
Intangible asset amortization expense		(38.9	)		(39.3	)
Operating profit (loss)		524.2			(122.0	)		N/A			N/A
Interest and other expenses		(44.3	)		(43.2	)
Earnings (loss) before income taxes	$	479.9		$	(165.2	)