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): April 21, 2015
MANPOWERGROUP INC.
(Exact name of registrant as specified in its charter)
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Wisconsin
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1-10686
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39-1672779
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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100 Manpower Place
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Milwaukee, Wisconsin
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53212
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(Address of principal executive offices)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02 Results of Operations and Financial Condition
The information in this Item 2.02, including exhibit 99.1 attached hereto, is furnished solely pursuant to Item 2.02 of Form 8-K. Consequently, such information is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Further, the information in this Item 2.02, including exhibit 99.1, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933.
On April 21, 2015, we issued a press release announcing our results of operations for the three months ended March 31, 2015. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Exhibits.
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Exhibit No.
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Description
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99.1
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Press Release dated April 21, 2015
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99.2
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Presentation materials for April 21, 2015 conference call
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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.
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MANPOWERGROUP INC.
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Dated: April 21, 2015
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By:
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/s/ Michael J. Van Handel
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Michael J. Van Handel
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release dated April 21, 2015
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99.2
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Presentation materials for April 21, 2015 conference call
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Exhibit 99.1
FOR IMMEDIATE RELEASE Contact:
Mike Van Handel
+1.414.906.6305
ManpowerGroup Reports 1st Quarter 2015 Results
MILWAUKEE, April 21, 2015 -- ManpowerGroup (NYSE: MAN) today reported that net earnings for the three months ended March 31, 2015 were $65.7 million, or 83 cents per diluted share, compared to net earnings of $70.1 million, or 86 cents per diluted share, a year earlier. Revenues for the first quarter were $4.5 billion, a decrease of 7% from the prior year period.
Financial results in the quarter were significantly impacted by the stronger US dollar relative to several foreign currencies compared to the prior year period. On a constant currency basis, revenues increased 7% and earnings per share increased 16%. Earnings per share in the quarter were negatively impacted 17 cents by changes in foreign currencies compared to the prior year.
Jonas Prising, ManpowerGroup CEO, said, “2015 is off to a strong start as we built on the progress we made last year delivering good results in the first quarter. It is encouraging to see the early signs of more broad based improvement in Europe, setting the stage for what we believe could be a slow but sustained labor market recovery in that region. The strong start to the year gives us confidence that we are on the right track and that our focus on permanent recruitment and our market leading solutions offerings continues to pay off. We are well placed to seize further opportunities as economic trends improve.”
“We anticipate second quarter earnings per share will range between $1.21 to $1.29, which includes an estimated unfavorable currency impact of 29 cents.”
In conjunction with its first quarter earnings release, ManpowerGroup will broadcast its conference call live over the Internet on April 21, 2015 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 in the section titled “Investor Relations.”
Supplemental financial information referenced in the conference call can be found at http://www.manpowergroup.com in the section titled “Investor Relations.”
About ManpowerGroup:
ManpowerGroup® (NYSE: MAN) is the world’s workforce expert, creating innovative workforce solutions for more than 65 years. As workforce experts, we connect more than 600,000 people to meaningful work across a wide range of skills and industries every day. Through our ManpowerGroup family of brands – Manpower®, Experis®, Right Management ® and ManpowerGroup® Solutions – we help more than 400,000 clients in 80 countries and territories address their critical talent needs, providing comprehensive solutions to resource, manage and develop talent. In 2015, ManpowerGroup was named one of the World’s Most Ethical Companies for the fifth consecutive year and one of Fortune’s Most Admired Companies, confirming our position as the most trusted and admired brand in the industry. See how ManpowerGroup makes powering the world of work humanly possible: www.manpowergroup.com
Forward-Looking Statements
This news release contains statements, including earnings projections, that are forward-looking in nature and, accordingly, are subject to 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, 2014, which information is incorporated herein by reference.
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ManpowerGroup
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Results of Operations
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(In millions, except per share data)
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Three Months Ended March 31
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% Variance
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Amount
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Constant
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2015
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2014
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Reported
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Currency
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(Unaudited)
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Revenues from services (a)
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$ | 4,542.2 | $ | 4,904.0 | -7.4 | % | 6.6 | % | ||||||||
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Cost of services
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3,780.2 | 4,087.5 | -7.5 | % | 6.6 | % | ||||||||||
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Gross profit
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762.0 | 816.5 | -6.7 | % | 6.7 | % | ||||||||||
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Selling and administrative expenses
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639.2 | 689.6 | -7.3 | % | 4.9 | % | ||||||||||
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Operating profit
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122.8 | 126.9 | -3.2 | % | 16.5 | % | ||||||||||
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Interest and other expenses
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10.6 | 9.2 | 16.1 | % | ||||||||||||
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Earnings before income taxes
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112.2 | 117.7 | -4.7 | % | 14.9 | % | ||||||||||
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Provision for income taxes
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46.5 | 47.6 | -2.3 | % | ||||||||||||
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Net earnings
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$ | 65.7 | $ | 70.1 | -6.3 | % | 12.8 | % | ||||||||
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Net earnings per share - basic
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$ | 0.83 | $ | 0.88 | -5.7 | % | ||||||||||
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Net earnings per share - diluted
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$ | 0.83 | $ | 0.86 | -3.5 | % | 16.3 | % | ||||||||
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Weighted average shares - basic
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78.7 | 79.8 | -1.4 | % | ||||||||||||
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Weighted average shares - diluted
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79.6 | 81.2 | -2.0 | % | ||||||||||||
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(a) Revenues from services include fees received from our franchise offices of $5.5 million for both the three months ended March 31, 2015 and 2014. These fees are primarily based on revenues generated by the franchise offices, which were $249.9 million and $256.6 million for the three months ended March 31, 2015 and 2014, respectively.
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ManpowerGroup
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Operating Unit Results
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(In millions)
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Three Months Ended March 31
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% Variance
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Amount
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Constant
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2015
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2014
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Reported
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Currency
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(Unaudited)
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Revenues from Services:
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Americas:
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United States (a)
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$ | 725.1 | $ | 720.5 | 0.6 | % | 0.6 | % | ||||||||
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Other Americas
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359.3 | 350.6 | 2.5 | % | 16.1 | % | ||||||||||
| 1,084.4 | 1,071.1 | 1.2 | % | 5.7 | % | |||||||||||
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Southern Europe:
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France
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1,040.8 | 1,217.3 | -14.5 | % | 4.2 | % | ||||||||||
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Italy
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270.1 | 274.7 | -1.7 | % | 20.0 | % | ||||||||||
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Other Southern Europe
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226.2 | 230.0 | -1.7 | % | 16.7 | % | ||||||||||
| 1,537.1 | 1,722.0 | -10.7 | % | 8.4 | % | |||||||||||
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Northern Europe
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1,323.3 | 1,463.9 | -9.6 | % | 7.6 | % | ||||||||||
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APME
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533.1 | 573.7 | -7.1 | % | 2.1 | % | ||||||||||
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Right Management
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64.3 | 73.3 | -12.2 | % | -4.8 | % | ||||||||||
| $ | 4,542.2 | $ | 4,904.0 | -7.4 | % | 6.6 | % | |||||||||
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Operating Unit Profit:
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Americas:
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United States
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$ | 17.4 | $ | 13.4 | 30.0 | % | 30.0 | % | ||||||||
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Other Americas
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12.8 | 12.6 | 1.7 | % | 15.0 | % | ||||||||||
| 30.2 | 26.0 | 16.3 | % | 22.7 | % | |||||||||||
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Southern Europe:
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France
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50.3 | 51.2 | -1.9 | % | 20.4 | % | ||||||||||
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Italy
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14.0 | 12.6 | 11.1 | % | 36.8 | % | ||||||||||
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Other Southern Europe
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4.7 | 4.6 | 4.6 | % | 23.9 | % | ||||||||||
| 69.0 | 68.4 | 0.9 | % | 23.7 | % | |||||||||||
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Northern Europe
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33.3 | 38.4 | -13.4 | % | 2.0 | % | ||||||||||
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APME
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18.8 | 20.2 | -7.4 | % | 2.5 | % | ||||||||||
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Right Management
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5.6 | 8.3 | -31.8 | % | -26.9 | % | ||||||||||
| 156.9 | 161.3 | |||||||||||||||
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Corporate expenses
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(26.7 | ) | (26.2 | ) | ||||||||||||
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Intangible asset amortization expense
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(7.4 | ) | (8.2 | ) | ||||||||||||
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Operating profit
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122.8 | 126.9 | -3.2 | % | 16.5 | % | ||||||||||
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Interest and other expenses (b)
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(10.6 | ) | (9.2 | ) | ||||||||||||
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Earnings before income taxes
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$ | 112.2 | $ | 117.7 | ||||||||||||
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(a) In the United States, revenues from services include fees received from our franchise offices of $3.4 million for both the three months ended March 31, 2015 and 2014. These fees are primarily based on revenues generated by the franchise offices, which were $168.7 million and $169.1 million for the three months ended March 31, 2015 and 2014, respectively.
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(b) The components of interest and other expenses were:
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| 2015 | 2014 | |||||||||||||||
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Interest expense
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$ | 8.0 | $ | 8.6 | ||||||||||||
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Interest income
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(0.5 | ) | (0.9 | ) | ||||||||||||
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Foreign exchange loss (gain)
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0.7 | (1.2 | ) | |||||||||||||
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Miscellaneous expenses, net
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2.4 | 2.7 | ||||||||||||||
| $ | 10.6 | $ | 9.2 |
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ManpowerGroup
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Consolidated Balance Sheets
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(In millions)
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Mar. 31
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Dec. 31
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2015
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2014
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(Unaudited)
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ASSETS
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Current assets:
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Cash and cash equivalents
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$ | 627.6 | $ | 699.2 | ||||
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Accounts receivable, net
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3,903.0 | 4,134.5 | ||||||
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Prepaid expenses and other assets
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160.2 | 147.8 | ||||||
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Future income tax benefits
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46.9 | 52.2 | ||||||
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Total current assets
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4,737.7 | 5,033.7 | ||||||
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Other assets:
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Goodwill
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1,056.8 | 1,075.2 | ||||||
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Intangible assets, net
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276.6 | 286.8 | ||||||
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Other assets
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645.8 | 637.7 | ||||||
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Total other assets
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1,979.2 | 1,999.7 | ||||||
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Property and equipment:
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Land, buildings, leasehold improvements and equipment
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590.3 | 633.5 | ||||||
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Less: accumulated depreciation and amortization
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452.1 | 484.4 | ||||||
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Net property and equipment
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138.2 | 149.1 | ||||||
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Total assets
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$ | 6,855.1 | $ | 7,182.5 | ||||
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LIABILITIES AND SHAREHOLDERS' EQUITY
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Current liabilities:
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Accounts payable
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$ | 1,574.2 | $ | 1,542.7 | ||||
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Employee compensation payable
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149.9 | 204.5 | ||||||
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Accrued liabilities
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480.8 | 493.3 | ||||||
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Accrued payroll taxes and insurance
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511.7 | 622.4 | ||||||
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Value added taxes payable
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399.0 | 466.3 | ||||||
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Short-term borrowings and current maturities of long-term debt
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45.6 | 45.2 | ||||||
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Total current liabilities
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3,161.2 | 3,374.4 | ||||||
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Other liabilities:
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Long-term debt
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376.1 | 423.9 | ||||||
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Other long-term liabilities
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457.4 | 441.2 | ||||||
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Total other liabilities
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833.5 | 865.1 | ||||||
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Shareholders' equity:
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Common stock
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1.1 | 1.1 | ||||||
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Capital in excess of par value
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3,102.9 | 3,084.2 | ||||||
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Retained earnings
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1,733.5 | 1,667.8 | ||||||
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Accumulated other comprehensive loss
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(274.8 | ) | (155.2 | ) | ||||
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Treasury stock, at cost
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(1,702.3 | ) | (1,654.9 | ) | ||||
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Total shareholders' equity
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2,860.4 | 2,943.0 | ||||||
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Total liabilities and shareholders' equity
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$ | 6,855.1 | $ | 7,182.5 | ||||
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ManpowerGroup
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Consolidated Statements of Cash Flows
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(In millions)
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Three Months Ended
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March 31
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2015
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2014
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(Unaudited)
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Cash Flows from Operating Activities:
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Net earnings
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$ | 65.7 | $ | 70.1 | ||||
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Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
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Depreciation and amortization
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18.7 | 21.6 | ||||||
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Deferred income taxes
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18.2 | (1.5 | ) | |||||
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Provision for doubtful accounts
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5.3 | 6.6 | ||||||
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Share-based compensation
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6.7 | 10.8 | ||||||
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Excess tax benefit on exercise of share-based awards
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(0.2 | ) | (2.2 | ) | ||||
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Changes in operating assets and liabilities, excluding the impact of acquisitions:
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Accounts receivable
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(54.3 | ) | 27.8 | |||||
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Other assets
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(68.2 | ) | (55.8 | ) | ||||
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Other liabilities
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30.4 | (92.9 | ) | |||||
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Cash provided by (used in) operating activities
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22.3 | (15.5 | ) | |||||
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Cash Flows from Investing Activities:
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Capital expenditures
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(9.9 | ) | (8.3 | ) | ||||
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Acquisitions of businesses, net of cash acquired
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(10.1 | ) | (9.4 | ) | ||||
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Proceeds from sales of property and equipment
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0.3 | - | ||||||
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Cash used in investing activities
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(19.7 | ) | (17.7 | ) | ||||
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Cash Flows from Financing Activities:
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Net change in short-term borrowings
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3.4 | 13.3 | ||||||
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Proceeds from long-term debt
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0.1 | - | ||||||
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Repayments of long-term debt
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(1.2 | ) | (0.6 | ) | ||||
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Proceeds from share-based awards
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12.2 | 6.0 | ||||||
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Other share-based award transactions, net
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(7.6 | ) | (8.2 | ) | ||||
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Repurchases of common stock
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(39.6 | ) | (16.7 | ) | ||||
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Cash used in financing activities
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(32.7 | ) | (6.2 | ) | ||||
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Effect of exchange rate changes on cash
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(41.5 | ) | (1.7 | ) | ||||
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Change in cash and cash equivalents
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(71.6 | ) | (41.1 | ) | ||||
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Cash and cash equivalents, beginning of period
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699.2 | 737.6 | ||||||
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Cash and cash equivalents, end of period
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$ | 627.6 | $ | 696.5 | ||||
Exhibit 99.2
ManpowerGroup First Quarter Results April 21, 2015
FORWARD-LOOKING STATEMENT This presentation includes forward-looking statements which are subject to known and unknown risks and uncertainties. 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 can be found in the Company’s Annual Report on Form 10-K for the period ended December 31, 2013. Forward-looking statements can be identified by forward-looking words such as “expect,” “anticipate,” “intend,” “plan,” “may,” “will,” “believe,” “seek,” “estimate,” and similar expressions. In this presentation, references to road map and journey to 4% are also intended to be forward-looking statements. Please note that ManpowerGroup’s 2013 Annual report is available online at www.manpowergroup.com in the section titled “Investor Relations.” FORWARD-LOOKING STATEMENT 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, 2014, 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. * ManpowerGroup | April 2015
* ManpowerGroup | April 2015 ManpowerGroup 2015 First Quarter Results Q1 Financial Highlights 7% Revenue $4.5B 7% CC Revenue $4.5B 10 bps Gross Margin 16.8% 3% Operating Profit $123M 17% CC Operating Profit $123M 10 bps OP Margin 2.7% 3% EPS $0.83 16% CC EPS $0.83 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
* ManpowerGroup | April 2015 ManpowerGroup 2015 First Quarter Results Regional Average Daily Revenue Trends Year-on-year percent change in constant currency
* ManpowerGroup | April 2015 ManpowerGroup 2015 First Quarter Results EPS Bridge – Q1 vs. Guidance Midpoint
* ManpowerGroup | April 2015 ManpowerGroup 2015 First Quarter Results Consolidated Gross Margin Change
* ManpowerGroup | April 2015 ManpowerGroup 2015 First Quarter Results Growth in CC % Business Line Gross Profit – Q1 2015 █ Manpower █ Experis █ ManpowerGroup - Total █ ManpowerGroup Solutions █ Right Management
* ManpowerGroup | April 2015 ManpowerGroup 2015 First Quarter Results SG&A Expense Bridge – Q1 YoY (in millions of USD) 14.1% % of Revenue 14.1% % of Revenue
* ManpowerGroup | April 2015 ManpowerGroup 2015 First Quarter Results 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. Q1 Financial Highlights 1% Revenue $1.1B 6% CC Revenue $1.1B 16% OUP $30M 23% CC OUP $30M 40 bps OUP Margin 2.8% Americas Segment (24% of Revenue)
* ManpowerGroup | April 2015 ManpowerGroup 2015 First Quarter Results Americas – Q1 Revenue Growth YoY Revenue Growth - CC Revenue Growth % of Segment Revenue
* ManpowerGroup | April 2015 ManpowerGroup 2015 First Quarter Results Q1 Financial Highlights 11% Revenue $1.5B 8% CC Revenue $1.5B 1% OUP $69M 24% CC OUP $69M 50 bps OUP Margin 4.5% Southern Europe Segment (34% of Revenue)
* ManpowerGroup | April 2015 ManpowerGroup 2015 First Quarter Results Southern Europe – Q1 Revenue Growth YoY Revenue Growth - CC Revenue Growth % of Segment Revenue
* ManpowerGroup | April 2015 ManpowerGroup 2015 First Quarter Results Q1 Financial Highlights 10% Revenue $1.3B 8% CC Revenue $1.3B 13% OUP $33M 2% CC OUP $33M 10 bps OUP Margin 2.5% Northern Europe Segment (29% of Revenue)
* ManpowerGroup | April 2015 ManpowerGroup 2015 First Quarter Results Northern Europe – Q1 Revenue Growth YoY Revenue Growth - CC Revenue Growth % of Segment Revenue
* ManpowerGroup | April 2015 ManpowerGroup 2015 First Quarter Results Q1 Financial Highlights 7% Revenue $533M 2% CC Revenue $533M 7% OUP $19M 2% CC OUP $19M 0 bps OUP Margin 3.5% APME Segment (12% of Revenue)
* ManpowerGroup | April 2015 ManpowerGroup 2015 First Quarter Results APME – Q1 Revenue Growth YoY Revenue Growth - CC Revenue Growth % of Segment Revenue
* ManpowerGroup | April 2015 ManpowerGroup 2015 First Quarter Results Right Management Segment (1% of Revenue) Q1 Financial Highlights 12% Revenue $64M 5% CC Revenue $64M 32% OUP $6M 27% CC OUP $6M 250 bps OUP Margin 8.8%
* ManpowerGroup | April 2015 ManpowerGroup 2015 First Quarter Results Cash Flow Summary – Q1
* ManpowerGroup | April 2015 ManpowerGroup 2015 First Quarter Results Balance Sheet Highlights Total Debt (in millions of USD) Total Debt to Total Capitalization Total Debt Net Debt (Cash)
* ManpowerGroup | April 2015 ManpowerGroup 2015 First Quarter Results Interest Rate Maturity Date Total Outstanding Remaining Available Euro Notes - €350M 4.505% Jun 2018 376 - Revolving Credit Agreement 1.25% Oct 2018 - 599 Uncommitted lines and Other Various Various 46 266 Total Debt 422 865 Credit Facilities – March 31, 2015 (in millions of USD) (1) (2) The $600M 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 0.24 and a fixed charge coverage ratio of 4.35 as of March 31, 2015. As of March 31, 2015, there were $0.9M of standby letters of credit issued under the agreement. Represents subsidiary uncommitted lines of credit & overdraft facilities, which total $312.1M. 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.
* ManpowerGroup | April 2015 ManpowerGroup 2015 First Quarter Results Second Quarter Outlook
* ManpowerGroup | April 2015 ManpowerGroup 2015 First Quarter Results Key Take-Aways Strong financial and operational performance with disciplined execution and focus on our strategic initiatives. Currency headwind will impact reported earnings but not our underlying financial performance. First quarter saw early signs of improving European market conditions, although recovery is likely to be slow and somewhat volatile. Demand for services in the U.S. industrial market has moderated consistent with economic indicators. Well positioned for continued success with our strong global brands and unrivalled global footprint. Increasing client demand for our higher-value services and solutions.