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form10-k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:

For the fiscal year ended December 31, 2013

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 1-10686

MANPOWERGROUP INC.

(Exact name of registrant as specified in its charter)


WISCONSIN	39-1672779
(State or other jurisdiction of incorporation or organization)	(I.R.S. 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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Name of Exchange on which registered
Common Stock, $.01 par value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of the voting stock held by nonaffiliates of the registrant was $4,232,989,284 as of June 30, 2013. As of February 18, 2014, there were 79,559,086 of the registrant’s shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Parts I and II incorporate information by reference from the Annual Report to Shareholders for the fiscal year ended December 31, 2013. Part III is incorporated by reference from the Proxy Statement for the Annual Meeting of Shareholders to be held on April 29, 2014.

PART I

The terms “we,” “our,” “us,” or “the Company” refer to ManpowerGroup Inc. and its consolidated subsidiaries.

Item 1. Business

Introduction and History

ManpowerGroup Inc. is a world leader in innovative workforce solutions and services. Our global network of 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 organizations forward, accelerate individual success and help build more sustainable communities. We power the world of work.

By offering a comprehensive range of workforce solutions and services, we help companies at varying stages in their evolution increase productivity, improve strategy, quality and efficiency, and reduce costs across their workforce to achieve their business goals. ManpowerGroup’s suite of innovative workforce solutions and services includes:

• Recruitment and Assessment – By leveraging our trusted brand, industry knowledge and expertise, we identify the right talent in the right place to help our clients quickly access the people they need when they need them. Through our industry-leading assessments, we gain a deeper understanding of the people we serve to correctly identify candidates’ potential, resulting in a better cultural match.

• Training and Development – Our unique insights into evolving employer needs and our expertise in training and development help us prepare candidates and associates to succeed in today’s competitive marketplace. We offer an extensive portfolio 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 are 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 flexibility, and accelerate personal and business success.

This comprehensive and diverse business mix helps us to partially mitigate the cyclical effects of the national economies in which we operate. Our family of brands and offerings includes:

• Manpower – We are a global leader in contingent and permanent recruitment staffing. We provide businesses with rapid access to a highly qualified and productive pool of candidates to give them the flexibility and agility they need to respond to changing business needs.

• Experis – We are a global leader in professional resourcing and project-based solutions. With operations in over 55 countries and territories, we deliver 49 million hours of professional talent specializing in Information Technology (IT), Engineering, Finance and Healthcare.

• Right Management – We are a global leader in talent and career 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 productivity and optimize business performance.

• ManpowerGroup Solutions – 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 Consulting (SWC) and Language Services.

Our leadership position allows us to be a center for quality employment opportunities for people at all points in their career paths. In 2013, the 3.4 million people we connected to opportunities and purpose worked to help more than 400,000 of our clients meet their business objectives. Seasoned professionals, skilled laborers, temporary to permanent, parents returning to work, seniors wanting to supplement pensions, previously unemployed youth and disabled individuals all turn to the ManpowerGroup companies for employment possibilities. Similarly, governments in the nations in which we operate look to us to help provide employment opportunities and training to assist the unemployed in gaining the skills they need to enter the workforce. We provide a bridge to experience and employment, and help to build more sustainable communities.

We, and our predecessors, have been in business since 1948, with shares listed on the New York Stock Exchange since 1967.

Our Internet address is www.manpowergroup.com. We make available free of charge through our Internet website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission. In addition, we also make available through our Internet website:

•	our articles of incorporation and bylaws;

•	our ManpowerGroup Code of Business Conduct and Ethics;

•	our Corporate Governance Guidelines;

•	the charters of the Audit, Executive Compensation and Human Resources and Nominating and Governance Committees of the Board of Directors;

•	our guidelines for selecting board candidates;

•	our categorical standards for relationships deemed not to impair independence of non-employee directors;

•	our policy on services provided by independent auditors; and

•	our regular update on corporate social responsibility.

Documents available on the website are also available in print for any shareholder who requests them. Requests may be made by writing to Mr. Richard Buchband, Secretary, ManpowerGroup, 100 Manpower Place, Milwaukee, Wisconsin 53212. We are not including the information contained on or available through our website as a part of, or incorporating such information by reference into, this Annual Report on Form 10-K.

Our Operations

Client demand for workforce solutions and services is dependent on the overall strength of the labor market and secular trends toward greater workforce flexibility within each of the countries and territories in which we operate. Improving economic growth typically results in increasing demand for labor, resulting in greater demand for our staffing services while demand for our outplacement services typically declines. Correspondingly, during periods of weak economic growth or economic contraction, the demand for our staffing services typically declines, while demand for our outplacement services typically accelerates.

During the last several years, secular trends toward greater workforce flexibility have had a favorable impact on demand for our innovative workforce solutions and services around the world. As companies attempt to increase the variability of their cost base, the workforce solutions we provide help them to effectively address the fluctuating demand for their products or services. As the economy recovers, we plan to play an increasing role, as the need for a robust workforce strategy and talent acquisition plan will continue to be critical due to the deep staff cuts that many companies, particularly large organizations, have made during periods of slow economic growth.

Our portfolio of recruitment services includes permanent, temporary and contract recruitment of professionals, as well as administrative and industrial positions. All of these services are provided under our Manpower and Experis brands. We have provided services under our core Manpower brand for over 65 years with a primary focus on the areas of office, call center and industrial services and solutions. We are continuing the global expansion and acceleration of our Experis brand, particularly in the areas of IT, Engineering, Finance and Healthcare, providing high-impact solutions, accelerating organizations’ growth by intensely attracting, assessing and placing specialized expertise to deliver in-demand talent for mission-critical positions. Our experience and expertise allow us to accurately assess candidates’ workplace potential and technical skills to match them to the needs of our clients. Our plan is to develop Experis to be a critical revenue stream for us in the future, as we continue to build our brand and attract the talent our clients need as skills shortages arise.

ManpowerGroup Solutions specializes in the delivery of customized workforce strategies and outcome-based solutions. Within this business unit, our recruitment solutions and services include our RPO offering, in which we manage customized, large-scale recruiting and workforce productivity initiatives for clients through an exclusive outsourcing contract. We can manage a single element or all of a client's permanent recruiting and hiring processes, from job profiling to on-boarding, globally or in a single location. MSP services include overall program management, reporting and tracking, supplier selection and management and order distribution. The MSP and RPO offerings both provide specialty expertise in contingent workforce management and broader administrative functions. TBO services include management of financial and administrative processes, including call center and customer service activities and accounting and payroll. BTS provides our clients with access to the world’s labor market and the expertise of ManpowerGroup’s global network. BTS services include the placement of candidates who best meet the qualifications sought by our clients from one country to another country. Our proven experience, process and digital and physical network allow us to drive the per hire cost savings down through an end-to-end recruitment process. Our SWC offering provides our clients with guidance on a workforce strategy that is aligned with and accelerates the execution of their business strategy. SWC uses the consulting methodology that leverages ManpowerGroup’s capability, expertise and our unique perspective on the changing world of work. ManpowerGroup Solutions Language Services delivers the holistic language and content management expertise to drive performance and increase the impact of communications across an organization.

Americas

We provide services as Manpower, Experis and ManpowerGroup Solutions through both branch and franchise offices. The total Americas segment had 722 branch and 180 franchise offices. In the United States, where we realized 66% of the Americas’ revenue, we had 486 branch and 165 franchise offices as of December 31, 2013, as well as on-site locations at clients with significant permanent, temporary and contract recruitment requirements. In Other Americas, the largest operations of which include Mexico and Argentina, we had 236 branch offices and 15 franchise offices. We provide a number of central support services to our branches and franchises, which enable us to maintain consistent service quality throughout the region regardless of whether an office is a branch or franchise. In the United States, we provide client invoicing and payroll processing of our contingent workers for all branch offices and some of our franchise offices through administrative centers managed by our Milwaukee headquarters.

Our franchise agreements provide the franchisee with the right to use the Manpower® service mark in a specifically defined exclusive territory. In the United States, franchise fees generally range from 2-3% of franchise sales. Our franchise agreements provide that in the event of a proposed sale of a franchise to a third party, we have the right to acquire the franchise at the same price and on the same terms as proposed by the third party. We exercise this right and intend to continue to do so in the future if opportunities arise with appropriate prices and terms.

Our Manpower and Experis operations provide a variety of workforce solutions and services, including permanent, temporary and contract recruitment, assessment and selection and training. During 2013 in this segment, approximately 34% of temporary and contract recruitment revenues were derived from placing industrial staff, 31% from placing office staff, and 35% from placing professional and technical staff. For our United States operations in 2013, approximately 41% of the temporary and contract recruitment revenues were derived from placing industrial staff, 18% from placing office staff, and 41% from placing professional and technical staff.

Our ManpowerGroup Solutions operations provide a variety of talent based solutions including TBO, MSP, RPO, BTS, SWC and Language Services. We also conduct business in the Americas under our Right Management brand as discussed further at the end of this section.

Southern Europe

We are a leading provider of permanent, temporary and contract recruitment, assessment and selection, training and outsourcing services throughout Europe. Our largest operations in Southern Europe are in France (73% of the segment revenue) and Italy (15% of the segment revenue).

We conduct our operations in France and the surrounding region as a leading workforce solutions and service provider through 754 branch offices under the name of Manpower, Experis or ManpowerGroup Solutions, and 108 branch offices under the name Supplay. The employment services market in France calls for a wide range of our services including permanent, temporary and contract recruitment, assessment and selection, and training. The temporary recruitment market is predominately focused on recruitment for industrial positions. In 2013, we derived approximately 81% of our temporary recruitment revenues in France from the supply of industrial and construction workers, 17% from the supply of office staff, and 2% from the supply of professional and technical staff.

In Italy, we are a leading workforce solutions and services provider. As of December 31, 2013, ManpowerGroup Italy conducted operations through a network of 239 branch offices. It provides a comprehensive suite of workforce solutions and services offered through Manpower, Experis or ManpowerGroup Solutions, including permanent, temporary and contract recruitment, assessment and selection, training and outsourcing. In 2013, approximately 66% of our temporary and contract recruitment revenues in Italy were derived from placing industrial staff, 9% from placing office staff, including contact center staff, and 25% from placing professional and technical staff.

For our Southern Europe operations in total during 2013, approximately 74% of temporary and contract recruitment revenues were derived from placing industrial staff, 16% from placing office staff, and 10% from placing professional and technical staff.

We also conduct business in Southern Europe under our Right Management brand as discussed below.

Northern Europe

Our largest operations in Northern Europe are in the United Kingdom, the Nordics, Germany and the Netherlands, providing a comprehensive suite of workforce solutions and services through Manpower, Experis and ManpowerGroup Solutions. Collectively, we operate through 593 branch offices and 49 franchise offices in this region. The franchise offices are in Switzerland, where we own 49% of the franchise.

In the United Kingdom, where we have the largest operation in this segment, we are a leading provider of workforce solutions and services. As of December 31, 2013, we conducted operations in the United Kingdom as Manpower, Experis and ManpowerGroup Solutions through a network of 80 branch offices and also provided on-site services to clients who have significant permanent, temporary and contract recruitment requirements. During 2013, approximately 36% of our United Kingdom operation’s temporary recruitment revenues were derived from the supply of industrial staff, 22% from the supply of office staff, and 42% from the supply of professional and technical staff.

We also own Brook Street Bureau PLC, or Brook Street, which operates through a total of 89 branch offices, separate from our other brands in the United Kingdom. Its core business is secretarial, office and light industrial recruitment. Brook Street operates as a local network of branches and competes primarily with local or regional independents. Brook Street’s revenues are comprised of temporary and contract placements as well as permanent recruitment.

For our Northern Europe operations in total during 2013, approximately 38% of temporary and contract recruitment revenues were derived from placing industrial staff, 27% from placing office staff, and 35% from placing professional and technical staff.

We also conduct business in Northern Europe under our Right Management brand as discussed below.

APME

We operate through 191 branch offices in the Asia Pacific Middle East (APME) region. The largest of these operations are located in Australia, China, India and Japan, all of which operate through branch offices. Our APME operations provide a variety of workforce solutions and services offered through Manpower, Experis and ManpowerGroup Solutions, including permanent, temporary and contract recruitment, assessment and selection, training and outsourcing. During 2013, approximately 14% of our APME temporary and contract recruitment revenues were derived from placing industrial staff, 48% from placing office staff, and 38% from placing professional and technical staff.

We also conduct business in APME under our Right Management brand as discussed below.

Right Management

Right Management is a global leader in talent and career management workforce solutions within ManpowerGroup. The firm designs and delivers solutions to align talent strategy with business strategy. Right Management’s expertise spans Talent Assessment, Leader Development, Organizational Effectiveness, Employee Engagement, and Workforce Transition and Outplacement. With over 130 offices in more than 50 countries and territories, Right Management partners with companies of all sizes – including more than 80% of the Fortune 500 – to help grow and engage their talent, increase productivity and optimize business performance.

Competition

We compete in the employment services industry by offering a broad range of services, including permanent, temporary and contract recruitment, project-based workforce solutions, assessment and selection, training, career and talent management, managed service solutions, outsourcing, consulting and professional services.

Our industry is large and fragmented, comprised of thousands of firms employing millions of people and generating billions of United States dollars in annual revenues. In most areas, no single company has a dominant share of the employment services market. In addition to us, the largest publicly owned companies specializing in recruitment services are Adecco, S.A. (Switzerland), Randstad Holding N.V. (Netherlands) and Kelly Services, Inc. (the United States). We also compete against a variety of regional or specialized companies such as Robert Half Inc., Kforce Inc., PageGroup, Korn/Ferry International and Alexander Mann. It is a highly competitive industry, reflecting several trends in the global marketplace such as the notably increasing demand for skilled people, employers’ desire for more flexible working models and consolidation among clients and in the employment services industry itself. We manage these trends by leveraging established strengths, including one of the employment services industry’s most recognized and respected brands; geographic diversification; size and service scope; an innovative product mix; recruiting and assessment expertise and a strong client base. While staffing is an important aspect of our business, our strategy is focused on providing both the skilled employees our clients need and high-value workforce management, outsourcing and consulting solutions.

Our client mix consists of both small- and medium-size businesses, which are based upon a local or regional relationship with our presence in each market, and large national/multinational client relationships, which comprised approximately 56% of our revenues in 2013. These large national and multinational clients will frequently enter into non-exclusive arrangements with several firms, with the ultimate choice among them being left to the local managers. As a result, employment services firms with a large network of offices compete most effectively for this business which generally has agreed-upon pricing or mark-up on services performed. Client relationships with small- and medium-size businesses tend to rely less upon longer-term contracts, and the competitors for this business are primarily locally-owned businesses.

Regulation

The employment services industry is closely regulated in all of the major markets in which we operate, except the United States and Canada. Employment services firms are generally subject to one or more of the following types of government regulation:

• regulation of the employer/employee relationship between the firm and its temporary and contract employees;

• registration, licensing, record keeping and reporting requirements; and

• substantive limitations on the operations or the use of temporary and contract employees by clients.

In many markets, the existence or absence of collective bargaining agreements with labor organizations has a significant impact on our operations and the ability of clients to use our services. In some markets, labor agreements are structured on an industry-wide, rather than company-by-company, basis. Changes in these collective bargaining agreements have occurred in the past and are expected to occur in the future and may have a material impact on the operations of employment services firms, including us.

In many countries, including the United States and the United Kingdom, workforce solutions and services firms are considered the legal employers of temporary and contract workers. Therefore, laws regulating the employer/employee relationship, such as tax withholding or reporting, social security or retirement, anti-discrimination and workers’ compensation, govern the firm. In other countries, employment services firms, while not the direct legal employer of temporary and contract workers, are still responsible for collecting taxes and social security deductions and transmitting such amounts to the taxing authorities.

In many countries, particularly in continental Europe and Asia, entry into the employment services market is restricted by the requirement to register with, or obtain licenses from, a government agency. In addition, a wide variety of ministerial requirements may be imposed, such as record keeping, written contracts and reporting. The United States and Canada do not presently have any form of national registration or licensing requirement.

In addition to licensing or registration requirements, many countries impose substantive restrictions on the use of temporary and contract workers. Such restrictions include regulations affecting the types of work permitted, the maximum length of assignment, wage levels or reasons for which temporary and contract workers may be employed. In some countries, special taxes, fees or costs are imposed in connection with the use of temporary and contract workers. For example, temporary and contract workers in France are entitled to a 10% allowance for the uncertain duration of employment, which is eliminated if a full-time position is offered to them within three days after assignment termination. In some countries, the contract of employment with temporary and contract employees must differ from the length of assignment.

Our outplacement and consulting services generally are not subjected to governmental regulation in the markets in which we operate.

In the United States, we are subject to various federal and state laws relating to franchising, principally the Federal Trade Commission’s Franchise Rules and analogous state laws which impact our agreements with our franchised operations. These laws and related rules and regulations impose specific disclosure requirements. Virtually all states also regulate the termination of franchises.

Also see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Legal Regulations.”

Trademarks

We maintain a number of registered trademarks, trade names and service marks in the United States and various other countries. We believe that many of these marks and trade names, including ManpowerGroupTM, ManpowerGroupTM Solutions, Manpower®, ExperisTM, Right Management®, Brook Street®, Manpower ProfessionalTM, Elan®, Ultraskill® and Skillware®, have significant value and are materially important to our business. In addition, we maintain other intangible property rights. The trademarks have been assigned an indefinite life based on our expectation of renewing the trademarks, as required, without material modifications and at a minimal cost, and our expectation of positive cash flows beyond the foreseeable future.

Employees

We had approximately 25,000 full-time equivalent employees as of December 31, 2013. In addition, we estimate that we recruit on behalf of our clients approximately 3.4 million permanent, temporary and contract workers on a worldwide basis each year.

As described above, in most jurisdictions, we, as the employer of our temporary and contract workers or as otherwise required by applicable law, are responsible for employment administration. This administration includes collection of withholding taxes, employer contributions for social security or its equivalent outside the United States, unemployment tax, workers’ compensation and fidelity and liability insurance, and other governmental requirements imposed on employers. In most jurisdictions where such benefits are not legally required, including the United States, we provide health and life insurance, paid holidays and paid vacations to qualifying temporary and contract employees.

Financial Information about Foreign and Domestic Operations

Note 14 to our consolidated financial statements sets forth the information required for each segment and geographical area for the years ended December 31, 2013, 2012 and 2011. Such note is found in our 2013 Annual Report to Shareholders and is incorporated herein by reference.

Item 1A. Risk Factors

FORWARD-LOOKING STATEMENTS

Statements made in this report that are not statements of historical fact are forward-looking statements. In addition, from time to time, we and our representatives may make statements that are forward-looking. All forward-looking statements involve risks and uncertainties. This section provides you with 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 forward-looking statements made in this report or otherwise made by us or on our behalf. You can identify these forward-looking statements by forward-looking words such as “expect”, “anticipate”, “intend”, “plan”, “may”, “will”, “believe”, “seek”, “estimate”, and similar expressions. You are cautioned not to place undue reliance on these forward-looking statements.

The following are some of the factors that could cause actual results to differ materially from estimates contained in our forward-looking statements:

• cost structure of subsidiaries;

• management turnover;

• reorganizations;

• material changes in the demand from larger clients, including clients with which we have national, multi-national, or sole-supplier arrangements;

• availability of workers with the skills required by clients;

• increases in the wages paid to our associates;

• competitive market pressures, including pricing pressures;

• inability to pass along direct cost increases to clients;

• our ability to successfully invest in and implement information systems;

• unanticipated technological changes, including obsolescence or impairment of information systems;

• our ability to successfully expand into new markets or offer new service lines;

• changes in client attitudes toward the use of staffing services;

• changes in demand for our specialized services and outplacement services;

• government, tax or regulatory policies adverse to the employment services industry;

• general economic conditions in domestic and international markets;

• interest rate and exchange rate fluctuations;

• difficulties related to acquisitions, including integrating the acquired companies and achieving the expected benefits;

• impairments to the carrying value of acquisitions and other investments resulting from poor financial performance or other factors;

• the risk factors disclosed below; and

• other factors that may be disclosed from time to time in our SEC filings or otherwise.

Some or all of these factors may be beyond our control. We caution you that any forward-looking statement reflects only our belief at the time the statement is made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made.

RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the following factors which could materially adversely affect our business, financial condition, results of operations (including revenues and profitability) or stock price. Our business is also subject to general risks and uncertainties that may broadly affect companies. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also could materially adversely affect our business, financial condition, results of operation or stock price.

Our business declined during the global economic downturn as clients required fewer of our workforce solutions and services. There is a risk that, even if global economic conditions recover, we will continue to experience declines in all, or in portions, of our business.

Because demand for workforce solutions and services, particularly staffing services, is sensitive to changes in the level of economic activity, our business may suffer during economic downturns. In 2013, in a continuation of the global economic downturn, we experienced a reduction in our revenues in many of the markets in which we operate, particularly the staffing services which comprise the majority of our business. During periods of weak economic growth or economic contraction, such as 2009 to 2013, the demand for our staffing services typically declines, and such economic contraction may continue. Even if global economic conditions were to improve in 2014, we may not experience a recovery in our business. When demand drops or remains low, our operating profit is typically impacted unfavorably as we experience a deleveraging of our selling and administrative expense base as expenses may not decline as quickly as revenues. In periods of decline, we can only reduce selling and administrative expenses to a certain level without negatively impacting the long-term potential of our branch network and brands. Additionally, during periods of economic uncertainty, companies may slow the rate at which they pay their vendors, or they may become unable to pay their obligations. If our clients become unable to pay amounts owed to us, or pay us more slowly, then our cash flow and profitability may suffer.

Our results of operations could be adversely affected by volatile or uncertain economic conditions.

Our business is affected by global macroeconomic conditions, which have recently included considerable uncertainty and volatility. In particular, economic conditions have been unstable and difficult to predict globally, particularly within Europe, which represented 65% of our revenues in 2013, and which has experienced a prolonged period of recession. Even without uncertainty and volatility, it is difficult for us to forecast future demand for our services due to the inherent difficulty in forecasting the direction and strength of economic cycles, and the short-term nature of many of our staffing assignments. This situation can be exacerbated by uncertain and volatile economic conditions, which may cause clients to reduce or defer projects for which they utilize our services, thereby negatively affecting demand for them. When it is difficult for us to accurately forecast future demand, we may not be able to determine the optimal level of personnel and office investments necessary to profitably take advantage of growth opportunities.

We may lack the speed and agility to respond to the needs of our clients.

There is a risk we may not be able to respond with sufficient speed and agility to the needs of our clients, which may change rapidly as their businesses evolve. The size and breadth of our organization, comprising approximately 25,000 employees based out of over 3,100 offices in 80 countries and territories, may make it difficult for us to effectively manage our resources and provide coordinated solutions to our clients who require our services in multiple locations. Also, our size and scale may make it difficult to develop and implement new processes and tools across the enterprise in a consistent manner. If our competitors are more agile or effective at meeting the needs of our current and prospective clients, our business and financial results could be materially adversely affected.

The worldwide employment services industry is highly competitive with limited barriers to entry, which could limit our ability to maintain or increase our market share or profitability.

The worldwide employment services industry is highly competitive with limited barriers to entry, and in recent years has undergone significant consolidation. We compete in markets throughout the world with full-service and specialized employment services agencies. Several of our competitors, including Adecco S.A., Randstad Holding N.V. and Kelly Services, Inc., have very substantial marketing and financial resources, and may be better positioned in certain markets. Portions of our industry may become increasingly commoditized, with the result that competition in key areas could become more focused on pricing. We expect that we will continue to experience pressure on price from competitors and clients. There is a risk that we will not compete effectively, including on price, which could limit our ability to maintain or increase our market share and could adversely affect our profitability. This may worsen as clients increasingly take advantage of low-cost alternatives including using their own in-house resources rather than engaging a third party.

We may be unable to effectively implement our business strategy, and there can be no assurance that we will achieve our objectives, including our simplification efforts.

Our business strategy focuses on growing revenue while improving our operating profits. An important element of our strategy is our effort to diversify our revenues beyond our core staffing and employment services through the sale of innovative workforce solutions that have higher operating margins. These workforce solutions are often unique, non-repeatable and tailored to a client’s needs, and present costs, risk and complexity that may be difficult to calculate. These solutions may be unprofitable if we are not able to accurately anticipate these costs and risks in our pricing for these solutions, including failure to structure a solution to ensure we recover our initial investments, or if we do not have an adequate delivery plan for these solutions.

Our business strategy also includes continuing efforts to simplify our organizational structure, programs, technology and delivery of services to make us a more agile and effective competitor, to reduce the cost of operating our business and to increase our operating profit and operating profit margin. We may not be successful in our continuing simplification efforts, and they may fail to achieve the cost savings we anticipate; further, we may fail to prevent the return of costs eliminated in these efforts. Additionally, the reductions in personnel and other changes we make in connection with the implementation of our simplification strategy could adversely affect our ability to effectively operate our business. Furthermore, the implementation of our simplification strategy, and other plans to accomplish our business and financial objectives, is highly dependent on factors within and outside of our control, including our performance managing our operations as well as global economic conditions. If, for these or other reasons, we are not successful in implementing our business strategy or achieving the anticipated results, our business, financial condition and results of operations could be materially adversely affected.

Our performance on contracts may be adversely affected if we or third parties fail to deliver on commitments.

Our contracts are increasingly complex and, in some instances, require that we partner with other parties to provide the workforce solutions required by our clients. Our ability to deliver these solutions and provide the services required by our clients is dependent on our and our partners' ability to meet our clients' delivery requirements and schedules. If we or our partners fail to deliver services on time and in accordance with contractual performance obligations, then our ability to successfully complete our contracts may be adversely affected, which may have a material and adverse impact on our client relations, revenues and profitability.

Our results of operations and ability to grow could be materially negatively affected if we cannot successfully keep pace with technological changes in the development and implementation of our services and solutions.

Our success depends on our ability to keep pace with rapid technological changes in the development and implementation of our services and solutions. Our business is reliant on a variety of technologies, including those which support applicant on-boarding and tracking systems, order management, billing, and client data analytics. If we do not sufficiently invest in new technology and industry developments, or evolve our business at sufficient speed and scale in response to such developments, or if we do not make the right strategic investments to respond to these developments, our services and solutions, our results of operations, and our ability to develop and maintain a competitive advantage could be negatively affected.

If we lose our key personnel, then our business may suffer.

Our operations are dependent on the continued efforts of our officers and executive management and the performance and productivity of our local managers and field personnel. Our ability to attract and retain business is significantly affected by local relationships and the quality of service rendered. If we were to lose key personnel who have acquired significant experience in managing our business or managing companies on a global basis, it could have a significant impact on our operations. Additionally, some of our important client relationships may be dependent on the continued performance of individual managers or field personnel, and there is a risk that loss of those individuals could jeopardize key client relationships. Our simplification plan includes reductions of our workforce, at the staff and officer level, in both our headquarters and throughout our country operations. There is a risk that this simplification and the resultant reductions in personnel could materially adversely affect the effectiveness of our operations, and therefore our business and financial results.

Intense competition may limit our ability to attract, train and retain the qualified personnel necessary for us to meet our clients’ staffing needs.

Our business depends on our ability to attract and retain qualified associates who possess the skills and experience necessary to meet the requirements of our clients. We must continually evaluate and upgrade our base of available qualified personnel through recruiting and training programs to keep pace with changing client needs and emerging technologies. Competition for individuals with proven professional skills is intense, and we expect demand for such individuals to remain very strong for the foreseeable future. Qualified personnel may not be available to us in sufficient numbers and on terms of employment acceptable to us. Additionally, our clients may look to us for assistance in identifying and integrating into their organizations workers from diverse backgrounds, and who may represent different generations, geographical regions, and skillsets. These needs may change due to business requirements, or in response to geopolitical and societal trends. There is a risk that we may not be able to identify workers with the required attributes, or that our training programs may not succeed in developing effective or adequate skills. If we fail to recruit, train and retain qualified associates who meet the needs of our clients, our reputation, business and financial results could be materially adversely affected.

As a result of our geographic breadth, we are more susceptible to certain risks.

We operate in 80 countries and territories around the world. If we are unable to manage the following risks of our global operations, our results could be adversely affected:

• We are subject to risk from political events, including political unrest, hostilities, and strikes.

• We are subject to natural disasters, severe weather conditions, global health emergencies, disruptions of infrastructure and utilities, cyber attacks, and other events beyond our control.

• Our global operations expose us to numerous legal and regulatory requirements, and violations of these regulations could harm our business. In particular, in many parts of the world, including countries in which we operate, practices in the local business community may not conform to international business standards and could violate anticorruption law or regulations, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.

Government regulations may result in prohibition or restriction of certain types of employment services or the imposition of additional licensing or tax requirements that may reduce our future earnings.

In many jurisdictions in which we operate, such as France and Germany, the employment services industry is heavily regulated. For example, governmental regulations in Germany restrict the length of contracts and the industries in which our associates may be used. In some countries, special taxes, fees or costs are imposed in connection with the use of our associates. Additionally, in some countries, trade unions have used the political process to target our industry, in an effort to increase the regulatory burden and expense associated with offering or utilizing contingent workforce solutions.

The countries in which we operate may, among other things:

• create additional regulations that prohibit or restrict the types of employment services that we currently provide;

• require new or additional benefits be paid to our associates;

• require us to obtain additional licensing to provide employment services; or

• increase taxes, such as sales or value-added taxes, payable by the providers of temporary and contract recruitment centers.

Any future regulations may have a material adverse effect on our business and financial results because they may make it more difficult or expensive for us to continue to provide employment services.

We may be exposed to employment-related claims and costs from clients or third parties that could materially adversely affect our business, financial condition and results of operations.

We are in the business of employing people and placing them in the workplaces of other businesses. Risks relating to these activities include:

• claims arising out of the actions or inactions of our associates, including matters for which we may have indemnified a client;

• claims by our associates of discrimination or harassment directed at them, including claims relating to actions of our clients;

• claims related to the employment of undocumented or illegal workers;

• payment of workers’ compensation claims and other similar claims;

• violations of employee pay and benefits requirements such as violations of wage and hour requirements;

• retroactive entitlement to employee benefits;

• errors and omissions of our associates, particularly in the case of professionals, such as accountants; and

• claims by our clients relating to our associates’ misuse of clients’ proprietary information, misappropriation of funds, other criminal activity or torts or other similar claims.

We may incur fines and other losses or negative publicity with respect to these problems. In addition, some or all of these claims may give rise to litigation, which could be time-consuming to our management team and costly and could have a negative impact on our business. We cannot be certain we will not experience these problems in the future.

We cannot be certain our insurance will be sufficient in amount or scope to cover all claims that may be asserted against us. Should the ultimate judgments or settlements exceed our insurance coverage, they could have a material effect on our results of operations, financial position and cash flows. We cannot be certain we will be able to obtain appropriate types or levels of insurance in the future, that adequate replacement policies will be available on acceptable terms, if at all, or that the companies from which we have obtained insurance will be able to pay claims we make under such policies.

Our business exposes us to competition law risk.

We are subject to antitrust and competition law in the United States, the European Union, and many other regions in which we operate. Some of our business models may carry a heightened risk of regulatory inquiry under relevant competition laws. Although we have put in place safeguards designed to maintain compliance with applicable competition laws, there can be no assurance these protections will be adequate, and there is a risk that we will be subject to regulatory investigation by relevant authorities. For example, in 2009, we were fined by the French Competition Council following a 2004 investigation, and in 2013 we were informed that the French competition authority had commenced an investigation into us and a number of our competitors in France.

There is no assurance we will successfully defend against such regulatory inquiries, and they may consume substantial amounts of our financial and managerial resources, and result in adverse publicity, even if successfully resolved. An unfavorable outcome with respect to these matters and any future matters could, individually or in the aggregate, result in substantial liabilities that have a material adverse effect upon our business, financial condition or results of operations.

Our ability to attract and retain business and employees may depend on our reputation in the marketplace.

We believe the ManpowerGroup brand name and our reputation are important corporate assets that help distinguish our services from those of competitors and also contribute to our efforts to recruit and retain talented employees. However, our corporate reputation is potentially susceptible to material damage by events such as disputes with clients, information technology security breaches, internal control deficiencies, delivery failures or compliance violations. Similarly, our reputation could be damaged by actions or statements of current or former clients, employees, competitors, vendors, adversaries in legal proceedings, government regulators, as well as members of the investment community or the media. There is a risk that negative information about ManpowerGroup, even if based on rumor or misunderstanding, could adversely affect our business. Damage to our reputation could be difficult, expensive and time-consuming to repair, could make potential or existing clients reluctant to select us for new engagements, resulting in a loss of business, and could adversely affect our recruitment and retention efforts. Damage to our reputation could also reduce the value and effectiveness of the ManpowerGroup brand name and could reduce investor confidence in us, materially adversely affecting our share price.

Our results of operations and share price could be adversely affected if we are unable to maintain effective internal controls.

The accuracy of our financial reporting is dependent on the effectiveness of our internal controls. We are required to provide a report from management to our shareholders on our internal control over financial reporting that includes an assessment of the effectiveness of these controls. Internal control over financial reporting has inherent limitations, including human error, the possibility that controls could be circumvented or become inadequate because of changed conditions, and fraud. Because of these

inherent limitations, internal control over financial reporting might not prevent or detect all misstatements or fraud. If we cannot maintain and execute adequate internal control over financial reporting or implement required new or improved controls that

provide reasonable assurance of the reliability of the financial reporting and preparation of our financial statements for external

use, we could suffer harm to our reputation, fail to meet our public reporting requirements on a timely basis, be unable to properly

report on our business and our results of operations, or be required to restate our financial statements, and our results of operations, the market price of our securities and our ability to obtain new business could be materially adversely affected.

Foreign currency fluctuations may have a material adverse effect on our operating results.

We conduct our operations in 80 countries and territories, and the results of our local operations are reported in the applicable foreign currencies and then translated into United States dollars at the applicable foreign currency exchange rates for inclusion in our consolidated financial statements. During 2013, approximately 85% of our revenues were generated outside of the United States, the majority of which were generated in Europe. Furthermore, approximately $517.7 million of our outstanding indebtedness as of December 31, 2013 was denominated in foreign currencies. Because of devaluations and fluctuations in currency exchange rates or the imposition of limitations on conversion of foreign currencies into United States dollars, we are subject to currency translation exposure on the profits of our operations, in addition to economic exposure. This exposure could have a material adverse effect on our business, financial condition, cash flow and results of operations in the future because, among other things, it could cause our reported revenues and profitability to decline or debt levels and interest expense to increase.

We maintain debt that could adversely affect our operating flexibility and put us at a competitive disadvantage.

As of December 31, 2013, we had $517.9 million of total debt. Our level of debt and the limitations imposed on us by our credit agreements could have important consequences for investors, including the following:

• we may not be able to obtain additional debt financing for future working capital, capital expenditures or other corporate purposes or may have to pay more for such financing;

• borrowings under our revolving credit facilities are at a variable interest rate, making us more vulnerable to increases in interest rates; and

• we could be less able to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry conditions.

Our failure to comply with restrictive covenants under our revolving credit facilities and other debt instruments could trigger prepayment obligations.

Our failure to comply with the restrictive covenants under our revolving credit facilities and other debt instruments could result in an event of default, which, if not cured or waived, could result in us being required to repay these borrowings before their due date. If we are forced to refinance these borrowings on less favorable terms, our results of operations and financial condition could be adversely affected by increased costs and rates.

The lenders under our and our subsidiaries’ credit facilities may be unwilling or unable to extend credit to us on acceptable terms or at all.

Our liquidity is dependent in part on our revolving credit facility, which is provided by a syndicate of banks. Each bank in the syndicate is responsible on a several, but not joint, basis for providing a portion of the loans under the facility. If any of the participants in the syndicate fails to satisfy its obligations to extend credit under the facility, the other participants refuse or are unable to assume its obligations and we are unable to find an alternative source of funding at comparable rates, our liquidity may be adversely affected or our interest expense may increase substantially.

Furthermore, a number of our subsidiaries maintain uncommitted lines of credit with various banks. Under the terms of these lines of credit, the bank is not obligated to make loans to the subsidiary or to make loans to the subsidiary at a particular interest rate. If any of these banks cancel these lines of credit or otherwise refuse to extend credit on acceptable terms, we may need to extend credit to those subsidiaries or the liquidity of our subsidiaries may be adversely affected.

The performance of our subsidiaries and their ability to distribute cash to our parent company may vary, negatively affecting our ability to service our debt at the parent company level or in other subsidiaries.

Since we conduct a significant portion of our operations through our subsidiaries, our cash flow and our consequent ability to service our debt depends in part upon the earnings of our subsidiaries and the distribution of those earnings to our parent company, or upon loans or other payments of funds by those subsidiaries to our parent company or to other subsidiaries. The payment of such dividends and the making of such loans and advances by our subsidiaries may be subject to legal or contractual restrictions, depend upon the earnings of those subsidiaries and be subject to various business considerations, including the ability of such subsidiaries to pay such dividends or make such loans and advances in a manner that does not result in substantial tax liability or other costs.

Our inability to secure guarantees or letters of credit on acceptable terms may substantially increase our cost of doing business in various countries.

In a number of countries in which we conduct business we are obligated to provide guarantees or letters of credit to secure licenses, lease space or for insurance coverage. We typically receive these guarantees and letters of credit from a number of financial institutions around the world. In the event that we are unable to secure these arrangements from a bank, lender or other third party on acceptable terms, our liquidity may be adversely affected, there could be a disruption to our business or there could be a substantial increase in cost for our business.

The price of our common stock may fluctuate significantly, which may result in losses for investors.

The market price for our common stock has been and may continue to be volatile. For example, during 2013, the price of our common stock as reported on the New York Stock Exchange ranged from a high of $86.66 to a low of $43.49. Our stock price can fluctuate as a result of a variety of factors, including factors listed in these “Risk Factors” and others, many of which are beyond our control. These factors include:

• actual or anticipated variations in our quarterly operating results;

• announcement of new services by us or our competitors;

• announcements relating to strategic relationships or acquisitions;

• changes in financial estimates or other statements by securities analysts; and

• changes in general economic conditions.

Wisconsin law and our articles of incorporation and bylaws contain provisions that could make the takeover of our company more difficult.

Certain provisions of Wisconsin law and our articles of incorporation and bylaws could have the effect of delaying or preventing a third party from acquiring us, even if a change in control would be beneficial to our shareholders. These provisions of our articles of incorporation and bylaws currently include:

• permitting removal of directors only for cause;

• providing that vacancies on the board of directors will be filled by the remaining directors then in office; and

• requiring advance notice for shareholder proposals and director nominees.

In addition, the Wisconsin control share acquisition statute and Wisconsin’s “fair price” and “business combination” provisions, in addition to other provisions of Wisconsin law, limit the ability of an acquiring person to engage in certain transactions or to exercise the full voting power of acquired shares under certain circumstances. As a result, offers to acquire us, which may represent a premium over the available market price of our common stock, may be withdrawn or otherwise fail to be realized. The provisions described above could cause our stock price to decline.

Our acquisition strategy may have a material adverse effect on our business due to unexpected or underestimated costs.

From time to time, we make acquisitions of other companies or operating assets.Our acquisition strategy involves significant risks, including:

• difficulties in the assimilation of the operations, services and corporate culture of acquired companies;

• over-valuation by us of acquired companies;

• insufficient indemnification from the selling parties for legal liabilities incurred by the acquired companies prior to the acquisitions; and

• diversion of management’s attention from other business concerns.

These risks could have a material adverse effect on our business because they may result in substantial costs to us and disrupt our business. In addition, future acquisitions could materially adversely affect our business, financial condition, results of operations and liquidity. Possible impairment losses on goodwill and intangible assets with an indefinite life, or restructuring charges could also occur.

We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, associate or client data, including personal data.

In connection with the operation of our business, we store, process and transmit a large amount of data, including personnel and payment information, about our employees, clients, associates and candidates, a portion of which is personally sensitive. In doing so, we rely on our own technology and systems, and those of third party vendors we use for a variety of processes. We and our third party vendors have established policies and procedures to help protect the security and privacy of this information. It is possible that our security controls over sensitive or confidential data and other practices we and our third party vendors follow may not prevent the improper access to, disclosure of, or loss of such information. Such disclosure, loss or breach could harm our reputation and subject us to liability under our contracts and laws that protect sensitive or personal data and confidential information, resulting in increased costs or loss of revenue. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions and countries in which we provide services. Our failure to adhere to or successfully implement processes in response to changing regulatory requirements in this area could result in legal liability or impairment to our reputation in the marketplace.

Outsourcing certain aspects of our business could result in disruption and increased costs.

We have outsourced certain aspects of our business to third party vendors that subject us to risks, including disruptions in our business and increased costs. For example, we have engaged third parties to host and manage certain aspects of our data center information and technology infrastructure and to provide certain back office support in several countries. Accordingly, we are subject to the risks associated with the vendor’s ability to provide these services to meet our needs. Our operations will depend significantly upon their and our ability to make our servers, software applications and websites available and to protect our data from damage or interruption from human error, computer viruses, intentional acts of vandalism, labor disputes, natural disasters and similar events. If the cost of these services is more than expected, or if the vendor or we are unable to adequately protect our data and information is lost, or our ability to deliver our services is interrupted, then our business and financial results could be materially adversely affected.

We have only a limited ability to protect our thought leadership and other intellectual property, which is important to our success.

Our success depends, in part, upon our ability to protect our proprietary methodologies and other intellectual property including the value of our brands. Existing laws of the various countries in which we provide services or solutions may offer only limited protection. We rely upon a combination of trade secrets, confidentiality and other contractual agreements, and patent, copyright, and trademark laws to protect our intellectual property rights. Our intellectual property rights may not prevent competitors from independently developing products and services similar to ours. Further, the steps we take might not be adequate to prevent or deter infringement or other misappropriation of our intellectual property by competitors, former employees or other third parties, which could materially adversely affect our business and financial results.

In addition, we cannot be sure that our services and solutions do not infringe on the intellectual property rights of third parties, and these third parties could claim that we or our clients are infringing upon their intellectual property rights. These claims could harm our reputation, cause us to incur substantial costs or prevent us from offering some services or solutions in the future.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

We own properties at various locations worldwide, none of which are material. Most of our operations are conducted from leased premises and we do not anticipate any difficulty in renewing these leases or in finding alternative sites in the ordinary course of business.

Item 3. Legal Proceedings

We are involved in litigation of a routine nature and various legal matters, which are being defended and handled in the ordinary course of business.

Item 4. Mine Safety Disclosures

Not applicable.

EXECUTIVE OFFICERS OF MANPOWERGROUP

(as of February 18, 2014)

Name of Officer	Office

Jeffrey A. Joerres Age 54	Chairman of ManpowerGroup since May 2001. Chief Executive Officer of ManpowerGroup since April 1999. President of ManpowerGroup from April 1999 to November 2012. A director of Johnson Controls, Inc., Artisan Partners Asset Management and the Federal Board Reserve of Chicago, serving as Chair. A director of ManpowerGroup for more than five years. An employee of ManpowerGroup since July 1993.

Jonas Prising Age 49	ManpowerGroup President since November 2012. President of ManpowerGroup – The Americas since January 2009. Executive Vice President of ManpowerGroup from January 2009 to November 2012. Executive Vice President of ManpowerGroup, President – United States and Canadian Operations from January 2006 to December 2008. An employee of ManpowerGroup since May 1999.

Darryl Green Age 53	ManpowerGroup President since November 2012. President of Asia Pacific and Middle East Operations since January 2009. Executive Vice President of ManpowerGroup from January 2009 to November 2012. Executive Vice President of ManpowerGroup, President – Asia-Pacific Operations from May 2007 to December 2008. Prior to joining ManpowerGroup, served as CEO of Tata Teleservices. Previously, CEO of Vodafone Japan, a publicly listed mobile services provider. An employee of ManpowerGroup since May 2007.

Michael J. Van Handel Age 54	Executive Vice President, Chief Financial Officer of ManpowerGroup since January 2008. Executive Vice President, Chief Financial Officer and Secretary of ManpowerGroup from April 2002 to January 2008. An employee of ManpowerGroup since May 1989. A director of BMO Financial Corp. and Cellular Dynamics International, Inc.

Hans Leentjes Age 48	Executive Vice President of ManpowerGroup, President – Northern Europe since January 2011. Regional Managing Director of EMEA’s Central Region from January 2009 to December 2010. Country Manager of the Netherlands from March 2005 to December 2008. An employee of ManpowerGroup since March 2005. A director of ABU, the Dutch Association of temporary work agencies, from 2006 to June 2011.

Mara E. Swan Age 54	Executive Vice President - Global Strategy and Talent since January 2009. Senior Vice President of Global Human Resources from August 2005 to December 2008. Prior to ManpowerGroup, served as Chief People Officer for the Molson Coors Brewing Company for its global operations. An employee of ManpowerGroup since August 2005. A director of GOJO Industries since November 2012.

Sriram “Ram” Chandrashekar Age 47	Executive Vice President, Operational Excellence and IT, and President of Asia Pacific Middle East Region since February 2014. Senior Vice President of Operational Excellence and IT from October 2012 to February 2014. COO of Asia Pacific Middle East Region from April 2008 to October 2012. Prior to joining ManpowerGroup, COO of Sterling Infotech Group of companies. An employee of ManpowerGroup since April 2008.

Richard D. Buchband Age 50	Senior Vice President, General Counsel and Secretary of ManpowerGroup since January 2013. Prior to joining ManpowerGroup, a partner and Associate General Counsel for Accenture plc from 2006 to 2011. An employee of ManpowerGroup since January 2013.

OTHER INFORMATION

Audit Committee Approval of Audit-Related and Non-Audit Services

The Audit Committee of our Board of Directors has approved the following audit-related and non-audit services performed or to be performed for us by our independent registered public accounting firm, Deloitte & Touche LLP and Affiliates, in 2013:

(a)	preparation and/or review of tax returns, including sales and use tax, excise tax, income tax, local tax, property tax, and value-added tax;

(b)	consultation regarding appropriate handling of items on tax returns, required disclosures, elections and filing positions available to us;

(c)

assistance with tax audits and examinations, including providing technical advice on technical interpretations, applicable laws and regulations, tax accounting, foreign tax credits, foreign income tax, foreign earnings and profits, United-States treatment of foreign subsidiary income, and value-added tax, excise tax or equivalent taxes in foreign jurisdictions;

(d)	advice and assistance with respect to transfer pricing matters, including the preparation of reports used by us to comply with taxing authority documentation requirements regarding royalties and inter-company pricing, and assistance with tax exemptions; and

(e)	audit services with respect to certain procedures for governmental requirements and an opening balance sheet for an acquired entity.

PART II

Item 5.

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities


ISSUER PURCHASES OF EQUITY SECURITIES
	Total number of shares purchased		Average price paid per share		Total number of shares purchased as part of publicly announced plan or programs	Maximum number of shares that may yet be purchased under the plan or programs
October 1 - 31, 2013	-		$	-	-	8,000,000
November 1 - 30, 2013	-			-	-	8,000,000
December 1 - 31, 2013	6,042	(1)(2)		-	-	8,000,000

(1) 5,856 shares of common stock withheld by ManpowerGroup to satisfy tax withholding obligations on shares acquired by certain officers in settlement of restricted stock.

(2) 186 shares of restricted stock delivered by a director to ManpowerGroup, upon vesting, to satisfy tax withholding requirements.

The remaining information required by this Item is set forth in our Annual Report to Shareholders for the fiscal year ended December 31, 2013, under the heading “Note 15—Quarterly Data” (page 84) and “Corporate Information” (page 87) and in our Proxy Statement for the Annual Meeting of Shareholders to be held on April 29, 2014, under the caption “Equity Compensation Plan Information”, which information is hereby incorporated herein by reference.

Item 6. Selected Financial Data

The information required by this Item is set forth in our Annual Report to Shareholders for the fiscal year ended December 31, 2013, under the heading “Selected Financial Data” (page 85), which information is hereby incorporated herein by reference.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information required by this Item is set forth in our Annual Report to Shareholders for the fiscal year ended December 31, 2013, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (pages 25 to 48), which information is hereby incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

The information required by this Item is set forth in our Annual Report to Shareholders for the fiscal year ended December 31, 2013, under the heading “Significant Matters Affecting Results of Operations” (pages 44 to 48), which information is hereby incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data

The information required by this Item is set forth in the financial statements and the notes thereto (pages 52 to 84) contained in our Annual Report to Shareholders for the fiscal year ended December 31, 2013, which information is hereby incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

We maintain a set of disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports filed by us under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including our Chairman and Chief Executive Officer and our Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based on that evaluation, our Chairman and Chief Executive Officer and our Executive Vice President and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report.

Internal Control over Financial Reporting

The Management Report on Internal Control Over Financial Reporting is set forth on page 49 in our Annual Report to Shareholders for the fiscal year ended December 31, 2013, which information is hereby incorporated herein by reference. The Independent Registered Public Accounting Firm’s report with respect to the effectiveness of internal control over financial reporting is included on page 51 of our Annual Report to Shareholders for the year ended December 31, 2013, which information is hereby incorporated herein by reference.

There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

On February 20, 2014, the Company entered into a compensation agreement and severance agreement with each of Jeffrey A. Joerres, the Chief Executive Officer of the company, and Michael J. Van Handel, the Executive Vice President and Chief Financial Officer of the Company. These agreements replaced similar agreements that expired on February 16, 2014. The term under each of the compensation agreements and severance agreements expires on the first to occur of (1) the date two years after the occurrence of a change of control of the Company or (2) February 20, 2017, if no such change of control occurs before February 20, 2017.

Aside from the new term applicable to each agreement, the agreements were adopted in substantially in the same form as the agreements they replaced with minor modifications, including the following changes:

· Under the compensation agreements, Mr. Joerres and Mr. Van Handel are entitled to receive a base salary, as may be increased from time to time by the Company. Effective February 11, 2014, Mr. Van Handel’s base salary has been increased to $660,000 per year and this is reflected in his compensation agreement.

· Under the severance agreements, the definition of “good reason” has been modified to include (i) any material breach by the Company or one of its affiliates of a material obligation to pay or provide benefits or compensation to the executive, (ii) a material diminution in base salary, (iii) a material diminution in the executive’s authority, duties or authority, coupled with a material reduction in the executive’s target bonus opportunity, (iv) a material diminution in the executive’s authority, duties or responsibility which is not coupled with a material reduction in the executive’s target bonus opportunity, but which occurs within 2 years after a change of control; or (v) a material reduction in the executive’s target bonus opportunity which is not coupled with a material diminution in the executive’s authority, duties or responsibilities, but which occurs within 2 years after a change of control. Under the prior agreements, “good reason” included a material diminution of the executive’s authority, duties or responsibilities, but did not include a material diminution in the executive’s target bonus opportunity (other than in the two years following a change of control).

· Under the severance agreements, the healthcare continuation benefits for a termination that does not occur in connection with a change of control have been revised so that the Company will pay the total cost of benefit continuation for twelve months. Under the prior agreements, the Company was required only to pay the normal employer-portion of such cost.

The foregoing description of the compensation agreements and severance agreements is qualified in its entirety by reference to the compensation agreements and severance agreements and compensation agreements filed herewith as exhibits 10.7(a) - 10.8(b), which are incorporated by reference to this report.

PART III

Item 10. Directors and Executive Officers of the Registrant

(a)

Executive Officers. Reference is made to “Executive Officers of ManpowerGroup” in Part I after Item 4.

(b)

Directors. The information required by this Item is set forth in our Proxy Statement for the Annual Meeting of Shareholders to be held on April 29, 2014 under the caption “Election of Directors,” which information is hereby incorporated herein by reference.

(c)

The board of directors has determined that both Gina R. Boswell, chairman of the audit committee, and Roberto Mendoza are an “audit committee financial expert.” Ms. Boswell and Mr. Mendoza are both “independent” as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934.

(d)

Audit Committee. The information required by this Item is set forth in our Proxy Statement for the Annual Meeting of Shareholders to be held on April 29, 2014 under the caption “Meetings and Committees of the Board,” which information is hereby incorporated herein by reference.

(e)

Section 16 Compliance. The information required by this Item is set forth in our Proxy Statement for the Annual Meeting of Shareholders to be held April 29, 2014 under the caption “Section 16(a) Beneficial Ownership Reporting Compliance,” which information is hereby incorporated herein by reference.

(f)

We have adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller. We have posted the Code on our Internet website at www.manpowergroup.com.

Item 11. Executive Compensation

The information required by this Item is set forth in our Proxy Statement for the Annual Meeting of Shareholders to be held on April 29, 2014, under the caption “Executive and Director Compensation”; under the caption “Executive Compensation Committee Interlocks and Insider Participation”; and under the caption “Report of the Executive Compensation Committee of the Board of Directors,” which information is hereby incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The information required by this Item is set forth in our Proxy Statement for the Annual Meeting of Shareholders to be held on April 29, 2014, under the caption “Security Ownership of Certain Beneficial Owners” and under the caption “Security Ownership of Management”; and under the caption “Equity Compensation Plan Information,” which information is hereby incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is set forth in our Proxy Statement for the Annual Meeting of Shareholders to be held on April 29, 2014, under the caption “Meetings and Committees of the Board,” which information is hereby incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

The information required by this Item is set forth in our Proxy Statement for the Annual Meeting of Shareholders to be held on April 29, 2014, under the caption “Audit Committee Report,” which information is hereby incorporated herein by reference.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a)(1) Financial Statements.


		Page Number(s) in Annual Report to Shareholders
Consolidated Financial Statements (data incorporated by reference from the attached Annual Report to Shareholders):

Reports of Independent Registered Public Accounting Firm		50-51

Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011		52

Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011		52

Consolidated Balance Sheets as of December 31, 2013 and 2012		53

Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012, and 2011		54

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2013, 2012 and 2011		55

Notes to Consolidated Financial Statements		56-84

(a)(2) Financial Statement Schedule.

Report of Independent Registered Public Accounting Firm on Financial Statement Schedule

SCHEDULE II—Valuation and Qualifying Accounts

(a)(3) Exhibits.

See (c) below.

Pursuant to Regulation S-K, Item 601(b)(4)(iii), ManpowerGroup Inc. hereby agrees to furnish to the Commission, upon request, a copy of each instrument and agreement with respect to long-term debt of ManpowerGroup Inc. and its consolidated subsidiaries which does not exceed 10 percent of the total assets of ManpowerGroup Inc. and its subsidiaries on a consolidated basis.

(c) Exhibits.

3.1	Amended and Restated Articles of Incorporation of ManpowerGroup Inc., incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.

3.2	Amended and Restated By-laws of ManpowerGroup Inc., incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.

4.1	Fiscal and Paying Agency Agreement between the Company and Citibank, N.A., as Fiscal Agent, Principal Paying Agent and Registrar and Transfer Agent, dated as of June 22, 2012 (including the form of Note attached thereto as Schedule I), incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.

10.1	Amended and Restated Manpower Inc. Senior Management Performance-Based Deferred Compensation Plan, incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. **

10.2	Amended and Restated Five-Year Credit Agreement dated as of August 13, 2013 among the Company, a syndicate of lenders and Citibank, N.A., as Administrative Agent, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.

10.3	Manpower Savings Related Share Option Scheme incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. **

10.4	Manpower 1990 Employee Stock Purchase Plan (Amended and Restated effective April 26, 2005), incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.

10.5	Manpower Retirement Plan, as amended and restated effective as of March 1, 1989, incorporated by reference to Form 10-K of Manpower PLC, SEC File No. 0-9890, filed for the fiscal year ended October 31, 1989. **

10.6	Manpower Inc. Corporate Senior Management Annual Incentive Pool Plan, incorporated by reference to Appendix C to the Proxy Statement on Schedule 14A filed on March 23, 2011 in connection with the 2011 Annual Meeting of the Shareholders of the Company.**

10.7(a)	Compensation Agreement between Jeffrey A. Joerres and the Company dated as of February 20, 2014. **

10.7(b)	Severance Agreement between Jeffrey A. Joerres and the Company dated as of February 20, 2014. **

10.8(a)	Compensation Agreement between Michael J. Van Handel and the Company dated as of February 20, 2014. **

10.8(b)	Severance Agreement between Michael J. Van Handel and the Company dated as of February 20, 2014. **

10.9(a)	Amended and Restated Assignment Agreement by and among the Company and Jonas Prising dated as of December 29, 2008, incorporated by reference to the Company’s Current Report on Form 8-K dated December 29, 2008. **

10.9(b)	Amendment to Assignment Agreement between the Company and Jonas Prising dated March 7, 2011, incorporated by reference to the Company’s Current Report on Form 8-K dated March 7, 2011.**

10.9(c)	Letter Agreement between Darryl Green and the Company dated as of April 4, 2007, incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007. **

10.10(a)	Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors under the 2003 Equity Incentive Plan of Manpower Inc. (Amended and Restated Effective February 16, 2011), incorporated by reference to the Company’s Current Report on Form 8-K dated February 16, 2011. **

10.10(b)	Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors Under the 2011 Equity Incentive Plan (Amended and Restated October 29, 2013). **

10.10(c)	Manpower Inc. Compensation for Non-Employee Directors (Amended and Restated Effective October 29, 2013). **

10.10(d)	Amended and Restated Severance Agreement between Jonas Prising and the Company dated as of February 15, 2012, incorporated by reference to the Company’s Current Report on Form 8-K dated February 15, 2012.


10.10(e)	Amended and Restated Severance Agreement dated July 31, 2012 between the Company and Owen Sullivan, incorporated by reference to the Company’s Current Report on Form 8-K dated July 31, 2012. **

10.10(f)	Employment Separation Agreement dated March 29, 2013 between the Company and Owen Sullivan, incorporated by reference to the Company’s Current Report on Form 8-K dated March 29, 2013. **

10.10(g)	Amended and Restated Severance Agreement between Mara Swan and the Company dated as of February 15, 2012, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012. **
10.10(h)	Severance Agreement dated August 13, 2013 between the Company and Darryl Green, incorporated by reference to the Company’s Current Report on Form 8-K dated August 13, 2013. **

10.10(i)	Severance Agreement dated February 13, 2013 between the Company and Richard Buchband, incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. **

10.10(j)	2003 Equity Incentive Plan of Manpower Inc. (Amended and Restated Effective April 28, 2009), incorporated by reference to the Company’s Registration Statement on Form S-8 dated September 4, 2009. **

10.10(k)	Amendment of Manpower Inc. 2003 Equity Incentive Plan, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010. **
10.10(l)	2011 Equity Incentive Plan of Manpower Inc., incorporated by reference to Appendix D to the Proxy Statement on Schedule 14A filed on March 23, 2011 in connection with the 2011 Annual Meeting of the Shareholders of the Company.**

10.10(m)	Form of Indemnification Agreement, incorporated by reference to the Company’s Current Report on Form 8-K dated October 31, 2006.

10.11(a)	Form of Nonstatutory Stock Option Agreement, incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007. **

10.11(b)	2012 Form of Performance Share Unit Agreement, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012. **
10.11(c)	Amended Offer Letter between Hans Leentjes and the Company dated as of May 10, 2011, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011. **

10.11(d)	Severance Agreement between Hans Leentjes and the Company dated as of February 17, 2014. **

10.11(e)	Form of Restricted Stock Agreement (CEO Form), incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007. **

10.11(f)	Form of Restricted Stock Unit Agreement, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009. **

10.11(g)	Form of Career Share Unit Agreement, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009. **

10.11(h)	Form of Stock Option Agreement under 2011 Equity Incentive Plan, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.

10.11(i)	Form of Restricted Stock Unit Agreement under 2011 Equity Incentive Plan, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.

12.1	Statement Regarding Computation of Ratio of Earnings to Fixed Charges.

13	2013 Annual Report to Shareholders. Pursuant to Item 601(b)(13) of Regulation S-K, the portions of the Annual Report incorporated by reference in this Form 10-K are filed as an exhibit hereto.


21	Subsidiaries of the Company.

23.1	Consent of Deloitte & Touche LLP.

24	Power of Attorney.

31.1	Certification of Jeffrey A. Joerres, Chairman and Chief Executive Officer, pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934.

31.2	Certification of Michael J. Van Handel, Executive Vice President and Chief Financial Officer, pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934.

32.1	Statement of Jeffrey A. Joerres, Chairman and Chief Executive Officer, pursuant to 18 U.S.C. ss. 1350.

32.2	Statement of Michael J. Van Handel, Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. ss. 1350.

101	The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Shareholders’ Equity, (vi) Notes to Consolidated Financial Statements and (vii) Schedule II – Valuation and Qualifying Accounts.

**	Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		MANPOWERGROUP INC.

		By:	/s/ Jeffrey A. Joerres
			Jeffrey A. Joerres Chairman and Chief Executive Officer

		Date:	February 21, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Name	Title	Date

/s/ Jeffrey A. Joerres Jeffrey A. Joerres	Chairman, Chief Executive Officer and a Director (Principal Executive Officer)	February 21, 2014

/s/ Michael J. Van Handel Michael J. Van Handel	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	February 21, 2014

Directors: Marc J. Bolland, Gina R. Boswell, Cari M. Dominguez, William Downe, Jack M. Greenberg, Patricia A. Hemingway Hall, Terry A. Hueneke, Roberto Mendoza, Ulice Payne, Jr., Elizabeth P. Sartain, John R. Walter and Edward J. Zore


		February 21, 2014

By:	/s/ Richard Buchband
	Richard Buchband Attorney-In-Fact*

*	Pursuant to authority granted by powers of attorney, copies of which are filed herewith.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of ManpowerGroup Inc.

We have audited the consolidated financial statements of ManpowerGroup Inc. and subsidiaries (the "Company") as of December 31, 2013 and 2012, and for each of the three years in the period ended December 31, 2013, and the Company’s internal control over financial reporting as of December 31, 2013, and have issued our reports thereon dated February 21, 2014; such consolidated financial statements and reports are included in your 2013 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the consolidated financial statement schedule of the Company listed in Item 15. This consolidated financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ Deloitte & Touche LLP

Milwaukee, Wisconsin

February 21, 2014

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

For the years ended December 31, 2013, 2012 and 2011, in millions:

Allowance for Doubtful Accounts:


	Balance at Beginning of Year		Provisions Charged to Earnings		Write-Offs			Translation Adjustments			Reclassifications and Other		Balance at End of Year
2013	$	118.0	$	24.1	$	(26.4	)	$	2.6		$	0.3	$	118.6
2012		108.6		29.2		(23.2	)		2.9			0.5		118.0
2011		111.6		25.9		(25.0	)		(4.7	)		0.8		108.6

exhibit_10-7a.htm

Exhibit 10.7(a)

ManpowerGroup Inc.

100 Manpower Place

Milwaukee, Wisconsin 53212

February 20, 2014

Mr. Jeffrey A. Joerres:

We have agreed as follows with respect to the compensation to be paid and the other benefits to be provided to you in connection with your continuing employment by ManpowerGroup Inc. (the “Corporation”):

1. Term. The “Term” will be a period beginning on the date of this letter indicated above and ending on the first to occur of the following: (a) the date two years after the occurrence of a Change of Control, as defined in the letter to you of even date regarding other rights and obligations on termination of your employment; (b) February 20, 2017, if no Change of Control occurs between the date of this letter indicated above and February 20, 2017; or (c) the Date of Termination, as defined in the letter from the Corporation to you of even date regarding other rights and obligations on termination of your employment.

2. Base Compensation. You will be paid a base salary for your services during the Term at the rate of One Million Two Hundred Thousand Dollars ($1,200,000) per year, as may be increased from time to time by the Corporation. Your base compensation will be paid in accordance with the Corporation’s regular payroll practices with respect to such compensation as in effect from time to time.

3. Incentive Bonus. You also will be entitled to receive incentive compensation for your services during the Term in accordance with an incentive compensation plan approved and administered by the Executive Compensation and Human Resources Committee of the Board of Directors of the Corporation. Such plan may be amended or replaced from time to time by such Committee, but without your agreement no such action will adversely affect any rights you may have under such plan as of the time of such action.

4. Benefits. During the entire Term, the Corporation will provide you with, and you will be eligible for, all benefits of employment generally made available to the senior executives of the Corporation from time to time (collectively, the “Benefits Plans”), subject to and on a basis consistent with the terms, conditions and overall administration of such Benefit Plans. You will be considered for participation in Benefit Plans which by the terms thereof are discretionary in nature (such as stock option plans) on the same basis as other executive personnel of the Corporation of similar rank. You also will be entitled to vacations and perquisites in accordance with the Corporation’s policies as in effect from time to time for senior executives of the Corporation.

5. Expenses. The Corporation will reimburse to you on a monthly basis for all traveling, hotel, entertainment and other expenses reasonably incurred by you in the proper performance of your duties during the Term, subject to your compliance with the guidelines and regulations concerning expense reimbursement issued by the Corporation.

6. Nondisclosure and Nonsolicitation.

(a) Nondisclosure.

(i) You will not, directly or indirectly, at any time during the term of your employment with the Corporation and its direct and indirect subsidiaries (collectively, the “Consolidated ManpowerGroup”), or during the two-year period following your termination, for whatever reason, of employment with the Consolidated ManpowerGroup, use or possess for yourself or others or disclose to others except in the good faith performance of your duties for the Consolidated ManpowerGroup any Confidential Information (as defined below), whether or not conceived, developed, or perfected by you and no matter how it became known to you, unless (a) you first secure written consent of the Corporation to such disclosure, possession or use, (b) the same shall have lawfully become a matter of public knowledge other than by your act or omission, or (c) you are ordered to disclose the same by a court of competent jurisdiction or are otherwise required to disclose the same by law, and you promptly notify the Corporation of such disclosure. “Confidential Information” shall mean all business information (whether or not in written form) which relates to the Consolidated ManpowerGroup and which is not known to the public generally (absent your disclosure), including but not limited to confidential knowledge, operating instructions, training materials and systems, customer lists, sales records and documents, marketing and sales strategies and plans, market surveys, cost and profitability analyses, pricing information, competitive strategies, personnel-related information, and supplier lists, but shall not include business information which constitutes trade secrets under applicable trade secrets law. This obligation will survive the termination of your employment for a period of two years. Notwithstanding the foregoing, the rights of the Consolidated ManpowerGroup to protect business information which constitutes trade secrets under applicable trade secrets law or privileged information shall extend beyond such two-year period, in accordance with applicable law.

(ii) Upon your termination of employment, for whatever reason, with the Consolidated ManpowerGroup, or at any other time upon request of the Corporation, you will promptly surrender to the Corporation, or with the permission of the Corporation destroy and certify such destruction to the Corporation, any documents, materials, or computer or electronic records containing any Confidential Information which are in your possession or under your control.

(b) Nonsolicitation of Employees. You agree that you will not, at any time during the term of your employment with the Consolidated ManpowerGroup or during the one-year period following your termination, for whatever reason, of employment with the Consolidated ManpowerGroup, either on your own account or in conjunction with or on behalf of any other person, company, business entity, or other organization whatsoever, directly or indirectly induce, solicit, entice or procure any person who is a managerial employee of any company in the Consolidated ManpowerGroup (but in the event of your termination, any such managerial employee that you have had contact with in the two years prior to your termination) to terminate his or her employment with the Consolidated ManpowerGroup so as to accept employment elsewhere or to diminish or curtail the services such person provides to the Consolidated ManpowerGroup

(c) Injunction. You recognize that irreparable and incalculable injury will result to the Consolidated ManpowerGroup and its businesses and properties in the event of your breach of any of the restrictions imposed by Sections 6(a) - (b), above. You therefore agree that, in the event of any such actual, impending or threatened breach, the Corporation will be entitled, in addition to any other remedies and damages available to, including, but not limited to, provisional or interim measures, including temporary and permanent injunctive relief, without the necessity of posting a bond or other security, from a court of competent jurisdiction restraining the violation, or further violation, of such restrictions by you and by any other person or entity for whom you may be acting or who is acting for you or in concert with you..

7. Successors; Binding Agreement. This letter agreement will be binding on the Corporation and its successors and will inure to the benefit of and be enforceable by your personal or legal representatives, heirs and successors.

8. Notice. Notices and all other communications provided for in this letter will be in writing and will be deemed to have been duly given when delivered in person, sent by telecopy, or two days after mailed by United States registered or certified mail, return receipt requested, postage prepaid, and properly addressed to the other party.

9. No Right to Remain Employed. Nothing contained in this letter will be construed as conferring upon you any right to remain employed by the Corporation or any member of the Consolidated ManpowerGroup or affect the right of the Corporation or any member of the Consolidated ManpowerGroup to terminate your employment at any time for any reason or no reason, subject to the obligations of the Corporation and the Consolidated ManpowerGroup as set forth herein.

10. Modification. No provision of this letter may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing by you and the Corporation.

11. Withholding. The Corporation shall be entitled to withhold from amounts to be paid to you hereunder any federal, state, or local withholding or other taxes or charges which it is, from time to time, required to withhold under applicable law.

12. Applicable Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, United States of America, without regard to its conflict of law provisions.

13. Previous Agreement. This letter, upon acceptance by you, expressly supersedes that certain letter agreement between you and the Corporation dated February 16, 2011, which primarily concerns your compensation and benefits, and such agreement shall, as of the date of your acceptance, have no further force or effect.

14. Dispute Resolution. Subsection 6(c) to the contrary notwithstanding, the parties shall, to the extent feasible, attempt in good faith to resolve promptly by negotiation any dispute arising out of or relating to your employment by the Consolidated ManpowerGroup pursuant to this letter agreement. In the event any such dispute has not been resolved within 30 days after a party’s request for negotiation, either party may initiate arbitration as hereinafter provided. For purposes of this Section 14, the party initiating arbitration shall be denominated the “Claimant” and the other party shall be denominated the “Respondent.”

(a)

If your principal place of employment with the Consolidated ManpowerGroup is outside the United States, any dispute arising out of or relating to this letter agreement, including the breach, termination or validity thereof, shall be finally resolved by arbitration before a sole arbitrator in accordance with the International Institute for Conflict Prevention and Resolution International Rules for Non-Administered Arbitration (the “CPR International Rules”) as then in effect. If the parties are unable to select the arbitrator within 30 days after Respondent’s receipt of Claimant’s Notice of Arbitration and the 30-day deadline has not been extended by the parties’ agreement, the arbitrator shall be selected by CPR as provided in CPR International Rule 6. The seat of the arbitration shall be the Borough of Manhattan in the City, County and State of New York, United States of America. The arbitration shall be conducted in the English language. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Anything in the foregoing to the contrary notwithstanding, the parties expressly agree that at any time before the arbitrator has been selected and the initial pre-hearing conference provided for in International Rule 9.3 has been held, either of them shall have the right to apply to any court located in Milwaukee County, Wisconsin, United States of America, to whose jurisdiction they agree to submit, or to any other court that otherwise has jurisdiction over the parties, for provisional or interim measures including, but not limited to, temporary or permanent injunctive relief.

(b)

If your principal place of employment with the Consolidated ManpowerGroup is within the United States, any dispute arising out of or relating to this letter agreement, including the breach, termination or validity thereof, shall be finally resolved by arbitration before a sole arbitrator in accordance with the International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration (the “CPR Rules”) as then in effect. If the parties are unable to select the arbitrator within 30 days after Respondent’s receipt of Claimant’s Notice of Arbitration and the 30-day deadline has not been extended by the parties’ agreement, the arbitrator shall be selected by CPR as provided in Rule 6 of the CPR Rules. The seat of the arbitration shall be Milwaukee, Wisconsin, United States of America. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Anything in the foregoing to the contrary notwithstanding, the parties expressly agree that at any time before the arbitrator has been selected and the initial pre-hearing conference has been held as provided in Rule 9.3 of the CPR Rules, either of them shall have the right to apply to any court located in Milwaukee County, Wisconsin, United States of America to whose jurisdiction they agree to submit, or to any other court that otherwise has jurisdiction over the parties, for provisional or interim measures, including, but not limited to, temporary or permanent injunctive relief.

15. Severability. The obligations imposed by Paragraph 6, above, of this agreement are severable and should be construed independently of each other. The invalidity of one such provision shall not affect the validity of any other such provision.

If you are in agreement with the foregoing, please sign and return one copy of this letter which will constitute our agreement with respect to the subject matter of this letter.

Sincerely,

ManpowerGroup Inc.

By: /s/ Michael J. Van Handel

Michael J. Van Handel, Executive Vice President

and Chief Financial Officer

Agreed as of the 20th day of February, 2014.

/s/ Jeffrey A. Joerres

Jeffrey A. Joerres

exhibit_10-7b.htm

Exhibit 10.7(b)

ManpowerGroup Inc.

100 Manpower Place

Milwaukee, Wisconsin 53212

February 20, 2014

Mr. Jeffrey A. Joerres:

ManpowerGroup Inc. (the “Corporation”) desires to retain experienced, well-qualified executives, like you, to assure the continued growth and success of the Corporation and its direct and indirect subsidiaries (collectively, the “ Consolidated ManpowerGroup”). Accordingly, as an inducement for you to continue your employment in order to assure the continued availability of your services to the Consolidated ManpowerGroup, we have agreed as follows:

1.	Definitions. For purposes of this letter:

(a)

Cause. Termination by the Consolidated ManpowerGroup of your employment with the Consolidated ManpowerGroup for “Cause” will mean termination upon (i) your repeated failure to perform your duties with the Consolidated ManpowerGroup in a competent, diligent and satisfactory manner as determined by the Executive Compensation and Human Resources Committee of the Board of Directors, (ii) failure or refusal to follow the reasonable instructions or direction of the Board of Directors, which failure or refusal remains uncured, if subject to cure, to the reasonable satisfaction of the Board of Directors for five (5) business days after receiving notice thereof from the Executive Compensation and Human Resources Committee, or repeated failure or refusal to follow the reasonable instructions or directions of the Board of Directors, (iii) any act by you of fraud, material dishonesty or material disloyalty involving the Consolidated ManpowerGroup, (iv) any violation by you of a Consolidated ManpowerGroup policy of material import (including, but not limited to, the Code of Business Conduct and Ethics, the Policy on Insider Trading, the Foreign Corrupt Practices Act Compliance Policy and policies included in the Employee Handbook, (v) any act by you of moral turpitude which is likely to result in discredit to or loss of business, reputation or goodwill of the Consolidated ManpowerGroup, (vi) your chronic absence from work other than by reason of a serious health condition, (vii) your commission of a crime the circumstances of which substantially relate to your employment duties with the Consolidated ManpowerGroup, or (viii) the willful engaging by you in conduct which is demonstrably and materially injurious to the Consolidated ManpowerGroup. For purposes of this Subsection 1(a), no act, or failure to act, on your part will be deemed “willful” unless done, or omitted to be done, by you not in good faith.

(b)	Change of Control. A “Change of Control” shall mean the first to occur of any of the following:

(i)

the acquisition (other than from the Corporation), by any Person (as defined in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), directly or indirectly, of beneficial ownership (within the meaning of Exchange Act Rule 13d-3) of more than 50% of the then outstanding shares of common stock of the Corporation or voting securities representing more than 50% of the combined voting power of the Corporation’s then outstanding voting securities entitled to vote generally in the election of directors; provided, however, no Change of Control shall be deemed to have occurred as a result of an acquisition of shares of common stock or voting securities of the Corporation (A) by the Corporation, any of its subsidiaries, or any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any of its subsidiaries or (B) by any other corporation or other entity with respect to which, following such acquisition, more than 60% of the outstanding shares of the common stock, and voting securities representing more than 60% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, of such other corporation or entity are then beneficially owned, directly or indirectly, by the persons who were the Corporation’s shareholders immediately prior to such acquisition in substantially the same proportions as their ownership, immediately prior to such acquisition, of the Corporation’s then outstanding common stock or then outstanding voting securities, as the case may be; or

(ii)

the consummation of any merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation which results in more than 60% of the outstanding shares of the common stock, and voting securities representing more than 60% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, of the surviving or consolidated corporation being then beneficially owned, directly or indirectly, by the persons who were the Corporation’s shareholders immediately prior to such merger or consolidation in substantially the same proportions as their ownership, immediately prior to such merger or consolidation, of the Corporation’s then outstanding common stock or then outstanding voting securities, as the case may be; or

(iii)

the consummation of any liquidation or dissolution of the Corporation or a sale or other disposition of all or substantially all of the assets of the Corporation; or

(iv)

individuals who, as of the date of this letter, constitute the Board of Directors of the Corporation (as of such date, the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided, however, that any person becoming a director subsequent to the date of this letter whose election, or nomination for election by the shareholders of the Corporation, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of this letter, considered as though such person were a member of the Incumbent Board but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest which was (or, if threatened, would have been) subject to Exchange Act Rule 14a-12(c); or

(v)

whether or not conditioned on shareholder approval, the issuance by the Corporation of common stock of the Corporation representing a majority of the outstanding common stock, or voting securities representing a majority of the combined voting power of the outstanding voting securities of the Corporation entitled to vote generally in the election of directors, after giving effect to such transaction.

Following the occurrence of an event which is not a Change of Control whereby there is a successor holding company to the Corporation, or, if there is no such successor, whereby the Corporation is not the surviving corporation in a merger or consolidation, the surviving corporation or successor holding company (as the case may be), for purposes of this letter, shall thereafter be referred to within this letter agreement as the Corporation.

(c)	Good Reason. “Good Reason” will mean, without your consent, the occurrence of any one or more of the following during the Term:

(i)

any material breach of any material obligation of any member of the Consolidated ManpowerGroup for the payment or provision of compensation or other benefits to you;

(ii)

a material diminution in your base salary;

(iii)

a material diminution in your authority, duties or responsibilities, accompanied by a material reduction in your target bonus opportunity for a given fiscal year (as compared to the prior fiscal year), except where all senior level executives have similar proportionate reductions in their target bonus percentages;

(iv)

a material diminution in your authority, duties or responsibilities which is not accompanied by a material reduction in your target bonus opportunity but which diminution occurs within two years after the occurrence of a Change of Control;

(v)

a material reduction in your annual target bonus opportunity for a given fiscal year (as compared to the prior fiscal year) which is not accompanied by a material diminution in your authority, duties or responsibilities, but which reduction occurs within two years after the occurrence of a Change of Control; or

(vi)

your being required by the Corporation to materially change the location of your principal office; provided such new location is one in excess of fifty miles from the location of your principal office before such change.

Notwithstanding Subsections 1(c)(i) – (vi) above, Good Reason does not exist unless (i) you object to any material diminution or breach described above by written notice to the Corporation within twenty (20) business days after such diminution or breach occurs, (ii) the Corporation fails to cure such diminution or breach within thirty (30) days after such notice is given and (iii) your employment with the Consolidated ManpowerGroup is terminated by you within ninety (90) days after such diminution or breach occurs.

(d)

Notice of Termination. Any termination of your employment by the Corporation, or termination by you for Good Reason during the Term will be communicated by Notice of Termination to the other party hereto. A “Notice of Termination” will mean a written notice which specifies a Date of Termination (which date shall be on or after the date of the Notice of Termination) and, if applicable, indicates the provision in this letter applying to the termination and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

(e)	Date of Termination. “Date of Termination” will mean the date specified in the Notice of Termination where required (which date shall be on or after the date of the Notice of Termination) or in any other case upon your ceasing to perform services for the Consolidated ManpowerGroup.

(f)

Term. The “Term” will be a period beginning on the date of this letter indicated above and ending on the first to occur of the following: (a) the date two years after the occurrence of a Change of Control; (b) February 20, 2017, if no Change of Control occurs between the date of this letter indicated above and February 20, 2017; and (c) the Date of Termination.

(g)	Benefit Plans. “Benefit Plans” means all benefits of employment generally made available to the executives of the Corporation from time to time.

(h)	Compensation Agreement. The “Compensation Agreement” means the letter of even date from the Corporation to you, as accepted by you, regarding your compensation and benefits.

(i)	Protected Period. The “Protected Period” shall be a period of time determined in accordance with the following:

(i)

if a Change of Control is triggered by an acquisition of shares of common stock of the Corporation pursuant to a tender offer, the Protected Period shall commence on the date of the initial tender offer and shall continue through and including the date of the Change of Control, provided that in no case will the Protected Period commence earlier than the date that is six months prior to the Change of Control;

(ii)

if a Change of Control is triggered by merger or consolidation of the Corporation with any other corporation, the Protected Period shall commence on the date that serious and substantial discussions first take place to effect the merger or consolidation and shall continue through and including the date of the Change of Control, provided that in no case will the Protected Period commence earlier than the date that is six months prior to the Change of Control; and

(iii)

in the case of any Change of Control not described in clauses (i) or (ii), above, the Protected Period shall commence on the date that is six months prior to the Change of Control and shall continue through and including the date of the Change of Control.

2.	Compensation and Benefits on Termination.

(a)

Termination by the Corporation for Cause or by You Other Than for Good Reason. If your employment with the Consolidated ManpowerGroup is terminated by the Corporation for Cause or by you other than for Good Reason, the Corporation will pay you or provide you with (i) your unpaid bonus, if any, attributable to any complete fiscal year of the Consolidated ManpowerGroup ended before the Date of Termination (but no incentive bonus will be payable for the fiscal year in which termination occurs) and (ii) all benefits to which you are entitled under any Benefit Plans in accordance with the terms of such plans. The Consolidated ManpowerGroup will have no further obligations to you.

(b)

Termination of Reason of Disability or Death. If your employment with the Consolidated ManpowerGroup terminates during the Term by reason of your disability or death, the Corporation will pay you or provide you with (i) your unpaid bonus, if any, attributable to any complete fiscal year ended before the Date of Termination; (ii) a bonus for the fiscal year during which the Date of Termination occurs equal to your target annual bonus for the fiscal year in which the Date of Termination occurs, but prorated for the actual number of days you were employed during such fiscal year, payable within sixty days after the Date of Termination, and (iii) all benefits to which you are entitled under any Benefit Plans in accordance with the terms of such plans. For purposes of this letter, “disability” means that you are, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Corporation or the Consolidated ManpowerGroup. The Consolidated ManpowerGroup will have no further obligations to you.

(c)

Termination for Any Other Reason - Other than in a Change of Control. If your employment with the Consolidated ManpowerGroup terminates during the Term for any reason not specified in Subsections 2(a) or (b), above, and Subsection 2(d), below, does not apply to the termination, you will be entitled to the following:

(i)

the Corporation will pay you, your unpaid bonus, if any, attributable to any complete fiscal year of the Consolidated ManpowerGroup ended before the Date of Termination;

(ii)

the Corporation will pay you, a bonus for the fiscal year during which the Date of Termination occurs equal in amount to the bonus you would have received for the full fiscal year had your employment not terminated, determined by the actual financial results of the Corporation at year-end towards any non-discretionary financial goals and by basing any discretionary component at the target level of such component; provided, however, that such bonus will be prorated for the actual number of days you were employed during the fiscal year during which the Date of Termination occurs;

(iii)

the Corporation will pay, as a severance benefit to you, a lump sum payment equal to (1) the amount of your annual base salary at the highest rate in effect during the Term plus (2) your target annual bonus for the fiscal year in which the Date of Termination occurs, provided, however, that such payment will not exceed two and one-half times the amount of your base salary as then in effect; and

(iv)

for up to a twelve-month period after the Date of Termination, the Corporation will arrange to provide you and your eligible dependents with Health Insurance Continuation (defined below) or other substantially similar coverage based on the medical and dental plans in which you were participating in on the Date of Termination; provided, however, that benefits otherwise receivable by you pursuant to this Subsection 2(c)(iv) will be reduced to the extent other comparable benefits are actually received by you during the twelve-month period following your termination, and any such benefits actually received by you or your dependents will be reported to the Corporation; and provided, further that any insurance continuation coverage that you may be entitled to receive under COBRA or similar foreign or state laws will commence on the Date of Termination.

For purposes of this Subsection 2(c)(iv), “Health Insurance Continuation” means that, if, and to the extent, you or any of your eligible dependents, following the Date of Termination, elect to continue coverage under the Corporation’s group medical and dental insurance plans, in accordance with the requirements of COBRA or similar foreign or state laws, the Consolidated ManpowerGroup will pay the total cost of such coverage under the Corporation’s group medical and dental insurance plans for the first twelve months for which you and/or your eligible dependents are eligible for such coverage; provided, however, that if you, your spouse or any other eligible dependent commences new employment during such twelve-month period and becomes eligible for health insurance benefits from such new employer, the Corporation’s obligation to provide such Corporation-subsidized COBRA coverage to you or such eligible dependent shall terminate as of the date you or such dependent becomes eligible to receive such health insurance benefits from such new employer. Immediately following this period of Corporation-subsidized COBRA coverage, you and/or your eligible dependents, as applicable, will be solely responsible for payment of the entire cost of COBRA coverage if such coverage remains available and you and/or your eligible dependents choose to continue such coverage. Within five calendar days of you or any of your eligible dependents becoming eligible to receive health insurance benefits from a new employer, you agree to inform the Corporation of such fact in writing. If the Consolidated ManpowerGroup determines that the Corporation-subsidized COBRA payments provided by this Subsection 2(c)(iv) are taxable, the payments will be grossed-up so that the net amount received by you, after subtraction of all taxes applicable to the payments plus the gross-up amount, will equal the cost of such COBRA coverage.

(d)

Termination for Any Other Reason – Change of Control. If, during the Term and either during a Protected Period or within two years after the occurrence of a Change of Control, your employment with the Consolidated ManpowerGroup terminates for any reason not specified in Subsections 2(a) or (b), above, you will be entitled to the following:

(i)

the Corporation will pay you, your unpaid bonus, if any, attributable to any complete fiscal year of the Consolidated ManpowerGroup ended before the Date of Termination;

(ii)

the Corporation will pay you, a bonus for the fiscal year during which the Date of Termination occurs equal in amount to your target annual bonus for the fiscal year in which the Change of Control occurs; provided, however, that the bonus payable hereunder will be prorated for the actual number of days you were employed during the fiscal year during which the Date of Termination occurs;

(iii)

the Corporation will pay, as a severance benefit to you, a lump-sum payment equal to three times the sum of (1) your annual base salary at the highest rate in effect during the Term and (2) your target annual bonus for the fiscal year in which the Change of Control occurs; and

(iv)

for up to an eighteen-month period after the Date of Termination, the Corporation will arrange to provide you and your eligible dependents, at the Consolidated ManpowerGroup’s expense, with Health Insurance Continuation (defined below), or other substantially similar coverage based on the medical and dental plans in which you were participating in on the Date of Termination; provided, however, that benefits otherwise receivable by you pursuant to this Subsection 2(d)(iv) will be reduced to the extent other comparable benefits are actually received by you during the eighteen-month period following your termination, and any such benefits actually received by you or your dependents will be reported to the Corporation; and provided, further that any insurance continuation coverage that you may be entitled to receive under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), or similar foreign or state laws will commence on the Date of Termination.

For purposes of this Subsection 2(d)(iv), “Health Insurance Continuation” means that, if, and to the extent, you or any of your eligible dependents, following the Date of Termination, elect to continue coverage under the Corporation’s group medical and dental insurance plans, in accordance with the requirements of COBRA or similar foreign or state laws, the Consolidated ManpowerGroup will pay the total cost of such COBRA coverage for the first eighteen months for which you and/or your eligible dependents are eligible for such coverage; provided, however, that if you, your spouse or any other eligible dependent commences new employment during such eighteen-month period and becomes eligible for health insurance benefits from such new employer, the Corporation’s obligation to provide such Corporation-subsidized COBRA coverage to you or such eligible dependent shall terminate as of the date you or such dependent becomes eligible to receive such health insurance benefits from such new employer. Immediately following this period of Corporation-subsidized COBRA coverage, you and/or your eligible dependents, as applicable, will be solely responsible for payment of the entire cost of COBRA coverage if such coverage remains available and you and/or your eligible dependents choose to continue such coverage. Within five calendar days of you or any of your eligible dependents becoming eligible to receive health insurance benefits from a new employer, you agree to inform the Corporation of such fact in writing. If the Consolidated ManpowerGroup determines that the Corporation-subsidized COBRA payments provided by this Subsection 2(d)(iv) are taxable, the payments will be grossed-up so that the net amount received by you, after subtraction of all taxes applicable to the payments plus the gross-up amount, will equal the cost of such COBRA coverage.

(e)

Limitation on Benefits. The amounts paid to you pursuant to Subsection 2(c)(i)(D) or 2(c)(ii)(D) will not be included as compensation for purposes of any qualified or nonqualified pension or welfare benefit plan of the Consolidated ManpowerGroup. Notwithstanding anything contained herein to the contrary, the Corporation, based on the advice of its legal or tax counsel, shall compute whether there would be any “excess parachute payments” payable to you, within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), taking into account the total ‘‘parachute payments,” within the meaning of Section 280G of the Code, payable to you by the Corporation under this letter agreement and any other plan, agreement or otherwise. If there would be any excess parachute payments, the Corporation, based on the advice of its legal or tax counsel, shall compute the net after-tax proceeds to you, taking into account the excise tax imposed by Section 4999 of the Code, as if (i) the amount to be paid to you pursuant to Subsection 2(d)(iii) were reduced, but not below zero, such that the total parachute payments payable to you would not exceed three (3) times the “base amount” as defined in Section 280G of the Code, less One Dollar ($1.00), or (ii) the full amount to be paid to you pursuant to Subsection 2(d)(iii) were not reduced. If reducing the amount otherwise payable to you pursuant to Subsection 2(d)(iii) hereof would result in a greater after-tax amount to you, such reduced amount shall be paid to you and the remainder shall be forfeited by you as of the Date of Termination. If not reducing the amount otherwise payable to you pursuant to Subsection 2(d)(iii) would result in a greater after-tax amount to you, the amount payable to you pursuant to Subsection 2(d)(iii) shall not be reduced.

(f)

Payment. The bonus payment provided for in Subsection 2(c)(i) or 2(d)(i) will be made pursuant to the terms of the applicable bonus plan. The bonus payment provided for in Subsection 2(c)(ii) will be paid on the thirtieth (30th) day after the Date of Termination. The bonus payment provided for in Subsection 2(d)(ii) will between January 1 and March 15 of the calendar year following the Date of Termination. The severance benefit provided for in Subsection 2(c)(iii) or 2(d)(iii) will be paid in one lump sum on the thirtieth (30th) day after the Date of Termination. While the parties acknowledge that the payments in the previous three sentences are intended to be “short-term deferrals” and therefore are exempt from the application of Section 409A of the Code, to the extent (i) further guidance or interpretation is issued by the IRS after the date of this letter agreement which would indicate that the payments do not qualify as “short-term deferrals,” and (ii) you are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code upon the Date of Termination, such payments shall be delayed and instead shall be paid in one lump sum on the date that is the first business day immediately following the six month anniversary of the Date of Termination. If any of such payment is not made when due (hereinafter a “Delinquent Payment”), in addition to such principal sum, the Corporation will pay you interest on any and all such Delinquent Payments from the date due computed at the prime rate, compounded monthly. Such prime rate shall be the prime rate (currently the base rate on corporate loans posted by at least 75% of the 30 largest U.S. banks) in effect from time to time as reported in The Wall Street Journal, Midwest edition (or, if not so reported, as reported in such other similar source(s) as the Corporation shall select).

(g)

Release of Claims. Notwithstanding the foregoing, you shall have no right to receive any payment or benefit described in Subsections 2(c)(ii)-(v) or 2(d)(ii) -(v), above, unless and until you execute, and there shall be effective following any statutory period for revocation, a release, in a form reasonably acceptable to the Corporation, that irrevocably and unconditionally releases, waives, and fully and forever discharges the Consolidated ManpowerGroup and its past and current directors, officers, stockholders, members, partners, employees, and agents from and against any and all claims, liabilities, obligations, covenants, rights, demands and damages of any nature whatsoever, whether known or unknown, anticipated or unanticipated, relating to or arising out of your employment with the Consolidated ManpowerGroup, including without limitation claims arising under the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, and the Civil Rights Act of 1991, but excluding any claims covered under any applicable workers’ compensation act. The execution by you of the release and the statutory period for revocation must be completed prior to the thirtieth (30th) day after the Date of Termination.

(h)

Forfeiture. Notwithstanding the foregoing, your right to receive the payments and benefits to be provided to you under this Section 2 beyond those described in Subsection 2(a), above, is conditioned upon your performance of the obligations stated in Section 3, below, and in Section 6 of the Compensation Agreement, and upon your breach of any such obligations, you will immediately return to the Corporation the amount of such payments and benefits and you will no longer have any right to receive any such payments or benefits.

Restrictions During Employment. During the term of your employment with the Consolidated ManpowerGroup, you will not directly or indirectly compete against the Consolidated ManpowerGroup, or directly or indirectly divert or attempt to divert customers’ business from the Consolidate ManpowerGroup anywhere the Consolidated ManpowerGroup does or is taking steps to do business.

4.	Noncompetition Agreement.

(a)	Noncompetition. During the one-year period which immediately follows the termination, for whatever reason, of your employment with the Consolidated ManpowerGroup:

(i)

You will not, directly or indirectly, contact any customer of the Consolidated ManpowerGroup with whom you have had contact on behalf of the Consolidated ManpowerGroup during the two-year period preceding the Date of Termination or any customer about whom you obtained confidential information in connection with your employment by the Consolidated ManpowerGroup during such two-year period so as to cause or attempt to cause such customer of the Consolidated ManpowerGroup not to do business or to reduce such customer’s business with the Consolidated ManpowerGroup or divert any business from the Consolidated ManpowerGroup.

(ii)

You will not, directly or indirectly, provide services or assistance of a nature similar to the services you provided to the Consolidated ManpowerGroup during the two-year period immediately preceding the Date of Termination to any entity (i) engaged in the business of providing temporary staffing services anywhere in the United States or any other country in which the Consolidated ManpowerGroup conducts business as of the Date of Termination which has, together with its affiliated entities, annual revenues from such business in excess of $500,000,000 or (ii) engaged in the business of providing permanent placement, professional staffing, outplacement, or human resource services (including consulting, task-based services, recruitment or other talent solutions) anywhere in the United States or any other country in which the Consolidated ManpowerGroup conducts business as of the Date of Termination which has, together with its affiliated entities, annual revenues from such business in excess of US $250,000,000. You acknowledge that the scope of this limitation is reasonable in that, among other things, providing any such services or assistance during such one-year period would permit you to use unfairly your close identification with the Consolidated ManpowerGroup and the customer contacts you developed while employed by the Consolidated ManpowerGroup and would involve the use or disclosure of confidential information pertaining to the Consolidated ManpowerGroup.

(b)

Injunction. You recognize that irreparable and incalculable injury will result to the Consolidated ManpowerGroup and its businesses and properties in the event of your breach of any of the restrictions imposed by Subsection 4(a), above. You therefore agree that, in the event of any such actual, impending or threatened breach, the Corporation will be entitled, in addition to the remedies set forth in Subsection 2(h), above (which the parties agree would not be an adequate remedy), and any other remedies and damages, to, including, but not limited to provisional or interim measures, including temporary and permanent injunctive relief, without the necessity of posting a bond or other security, from a court of competent jurisdiction restraining the actual, impending or threatened violation, or further violation, of such restrictions by you and by any other person or entity for whom you may be acting or who is acting for you or in concert with you.

(c)	Equitable Extension. The duration of any restriction in Section 4(a) above will be extended by any period during which such restriction is violated by you.

(d)	Nonapplication. Notwithstanding the above, this Section 4 will not apply if your employment with the Corporation is terminated by you for Good Reason or by the Corporation without Cause either during a Protected Period or within two years after the occurrence of a Change of Control.

Unemployment Compensation. The severance benefits provided for in Subsection 2(c)(iii) will be assigned for unemployment compensation benefit purposes to the one-year period following the Date of Termination, and the severance benefits provided for in Subsection 2(d)(iii) will be assigned for unemployment compensation purposes to the three-year period following the Date of Termination, and you will be ineligible to receive, and you agree not to apply for, unemployment compensation during such periods.

Nondisparagement. Upon your termination, for whatever reason, of employment with the Corporation, the Corporation agrees that its directors and officers, during their employment by or service to the Consolidated ManpowerGroup, will refrain from making any statements that disparage or otherwise impair your reputation or commercial interests. Upon your termination, for whatever reason, of employment with the Consolidated ManpowerGroup, you agree to refrain from making any statements that disparage or otherwise impair the reputation, goodwill, or commercial interests of the Consolidated ManpowerGroup, or its officers, directors, or employees. However, the foregoing will not preclude the Corporation from providing truthful information about you concerning your employment or termination of employment with the Consolidated ManpowerGroup in response to an inquiry from a prospective employer in connection with your possible employment, and will not preclude either party from providing truthful testimony pursuant to subpoena or other legal process or in the course of any proceeding that may be commenced for purposes of enforcing this letter agreement..

7.	Successors; Binding Agreement. This letter agreement will be binding on the Corporation and its successors and will inure to the benefit of and be enforceable by your personal or legal representatives, heirs and successors.

Notice. Notices and all other communications provided for in this letter will be in writing and will be deemed to have been duly given when delivered in person, sent by telecopy, or two days after mailed by United States registered or certified mail, return receipt requested, postage prepaid, and properly addressed to the other party.

No Right to Remain Employed. Nothing contained in this letter will be construed as conferring upon you any right to remain employed by the Corporation or any member of the Consolidated ManpowerGroup or affect the right of the Corporation or any member of the Consolidated ManpowerGroup to terminate your employment at any time for any reason or no reason, with or without cause, subject to the obligations of the Corporation and the Consolidated ManpowerGroup as set forth herein.

10.	Modification. No provision of this letter may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing by you and the Corporation.

11.	Withholding. The Corporation shall be entitled to withhold from amounts to be paid to you hereunder any federal, state, or local withholding or other taxes or charges which it is, from time to time, required to withhold under applicable law.

12.	Applicable Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, United States of America, without regard to its conflict of law provisions.

13.

Reduction of Amounts Due Under Law. You agree that any severance payment (i.e, any payment other than a payment for salary through your Date of Termination or for a bonus earned in the prior fiscal year but not yet paid) to you pursuant to this agreement will be counted towards any severance type payments otherwise due you under law. By way of illustration, English law requires notice period of one (1) week for every year of service up to a maximum of twelve (12) weeks of notice. In the event you are terminated without notice and you would otherwise be entitled to a severance payment hereunder, such severance payment will be considered to be payment in lieu of such notice.

14.

Previous Agreement. This letter, upon acceptance by you, expressly supersedes that certain letter agreement between you and the Corporation dated February 16, 2011, which primarily concerns rights and obligations upon your termination of employment, and such agreement shall, as of the date of your acceptance, have no further force or effect.

15.

Dispute Resolution. Subsection 4(b) to the contrary notwithstanding, the parties shall, to the extent feasible, attempt in good faith to resolve promptly by negotiation any dispute arising out of or relating to your employment by the Consolidated ManpowerGroup pursuant to this letter agreement. In the event any such dispute has not been resolved within 30 days after a party’s request for negotiation, either party may initiate arbitration as hereinafter provided. For purposes of this Section 15, the party initiating arbitration shall be denominated the “Claimant” and the other party shall be denominated the “Respondent.”

(a)

(b)

15.	Severability. The obligations imposed by Paragraphs 3 and 4(a) above, of this agreement are severable and should be construed independently of each other. The invalidity of one such provision shall not affect the validity of any other such provision.

If you are in agreement with the foregoing, please sign and return one copy of this letter which will constitute our agreement with respect to the subject matter of this letter.

Sincerely,

ManpowerGroup Inc.

By: /s/ Michael J. Van Handel

Michael J. Van Handel, Executive Vice President and Chief Financial Officer

Agreed as of the 20th day of February, 2014.

/s/ Jeffrey A. Joerres

Jeffrey A. Joerres

exhibit_10-8a.htm

Exhibit 10.8(a)

ManpowerGroup Inc.

100 Manpower Place

Milwaukee, Wisconsin 53212

February 20, 2014

Mr. Michael Van Handel:

2. Base Compensation. You will be paid a base salary for your services during the Term at the rate of Six Hundred Thousand Dollars ($660,000) per year, as may be increased from time to time by the Corporation. Your base compensation will be paid in accordance with the Corporation’s regular payroll practices with respect to such compensation as in effect from time to time.

6. Nondisclosure and Nonsolicitation.

(a) Nondisclosure.

10. Modification. No provision of this letter may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing by you and the Corporation.

(a)

(b)

If you are in agreement with the foregoing, please sign and return one copy of this letter which will constitute our agreement with respect to the subject matter of this letter.

Sincerely,

MANPOWERGROUP INC.

By: /s/ Jeffrey A. Joerres

Jeffrey A. Joerres, Chairman and Chief Executive Officer

Agreed as of the 20th day of February, 2014.

/s/ Michael J. Van Handel

Michael J. Van Handel

exhibit_10-8b.htm

Exhibit 10.8(b)

ManpowerGroup Inc.

100 Manpower Place

Milwaukee, Wisconsin 53212

February 20, 2014

Mr. Michael Van Handel:

ManpowerGroup Inc. (the “Corporation”) desires to retain experienced, well-qualified executives, like you, to assure the continued growth and success of the Corporation and its direct and indirect subsidiaries (collectively, the “Consolidated ManpowerGroup”). Accordingly, as an inducement for you to continue your employment in order to assure the continued availability of your services to the Consolidated ManpowerGroup, we have agreed as follows:

1.	Definitions. For purposes of this letter:

(a)

Cause. Termination by the Consolidated ManpowerGroup of your employment with the Consolidated ManpowerGroup for “Cause” will mean termination upon (i) your repeated failure to perform your duties with the Consolidated ManpowerGroup in a competent, diligent and satisfactory manner as determined by the Corporation’s Chief Executive Officer, (ii) failure or refusal to follow the reasonable instructions or direction of the Corporation’s Chief Executive Officer, which failure or refusal remains uncured, if subject to cure, to the reasonable satisfaction of the Corporation’s Chief Executive Officer for five (5) business days after receiving notice thereof from the Corporation’s Chief Executive Officer, or repeated failure or refusal to follow the reasonable instructions or directions of the Corporation’s Chief Executive Officer, (iii) any act by you of fraud, material dishonesty or material disloyalty involving the Consolidated ManpowerGroup, (iv) any violation by you of a Consolidated ManpowerGroup policy of material import (including, but not limited to, the Code of Business Conduct and Ethics, the Policy on Insider Trading, the Foreign Corrupt Practices Act Compliance Policy and policies included in the Employee Handbook, (v) any act by you of moral turpitude which is likely to result in discredit to or loss of business, reputation or goodwill of the Consolidated ManpowerGroup, (vi) your chronic absence from work other than by reason of a serious health condition, (vii) your commission of a crime the circumstances of which substantially relate to your employment duties with the Consolidated ManpowerGroup, or (viii) the willful engaging by you in conduct which is demonstrably and materially injurious to the Consolidated ManpowerGroup. For purposes of this Subsection 1(a), no act, or failure to act, on your part will be deemed “willful” unless done, or omitted to be done, by you not in good faith.

(b)	Change of Control. A “Change of Control” shall mean the first to occur of any of the following:

(i)

(ii)

(iii)

the consummation of any liquidation or dissolution of the Corporation or a sale or other disposition of all or substantially all of the assets of the Corporation; or

(iv)

(v)

(c)	Good Reason. “Good Reason” will mean, without your consent, the occurrence of any one or more of the following during the Term:

(i)

any material breach of any material obligation of any member of the Consolidated ManpowerGroup for the payment or provision of compensation or other benefits to you;

(ii)

a material diminution in your base salary;

(iii)

(iv)

(v)

(vi)

(d)

(e)	Date of Termination. “Date of Termination” will mean the date specified in the Notice of Termination where required (which date shall be on or after the date of the Notice of Termination) or in any other case upon your ceasing to perform services for the Consolidated ManpowerGroup.

(f)

(g)	Benefit Plans. “Benefit Plans” means all benefits of employment generally made available to the executives of the Corporation from time to time.

(h)	Compensation Agreement. The “Compensation Agreement” means the letter of even date from the Corporation to you, as accepted by you, regarding your compensation and benefits.

(i)	Protected Period. The “Protected Period” shall be a period of time determined in accordance with the following:

(i)

(ii)

(iii)

2.	Compensation and Benefits on Termination.

(a)

(b)

(c)

(i)

the Corporation will pay you, your unpaid bonus, if any, attributable to any complete fiscal year of the Consolidated ManpowerGroup ended before the Date of Termination;

(ii)

(iii)

the Corporation will pay, as a severance benefit to you, a lump sum payment equal to (1) the amount of your annual base salary at the highest rate in effect during the Term plus (2) your target annual bonus for the fiscal year in which the Date of Termination occurs, provided, however, that such payment will not exceed two times the amount of your base salary as then in effect; and

(iv)

(d)

(i)

the Corporation will pay you, your unpaid bonus, if any, attributable to any complete fiscal year of the Consolidated ManpowerGroup ended before the Date of Termination;

(ii)

(iii)

(iv)

(e)

(f)

(g)

(h)

4.	Noncompetition Agreement.

(a)	Noncompetition. During the one-year period which immediately follows the termination, for whatever reason, of your employment with the Consolidated ManpowerGroup:

(i)

(ii)

(b)

(c)	Equitable Extension. The duration of any restriction in Section 4(a) above will be extended by any period during which such restriction is violated by you.

(d)	Nonapplication. Notwithstanding the above, this Section 4 will not apply if your employment with the Corporation is terminated by you for Good Reason or by the Corporation without Cause either during a Protected Period or within two years after the occurrence of a Change of Control.

7.	Successors; Binding Agreement. This letter agreement will be binding on the Corporation and its successors and will inure to the benefit of and be enforceable by your personal or legal representatives, heirs and successors.

10.	Modification. No provision of this letter may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing by you and the Corporation.

11.	Withholding. The Corporation shall be entitled to withhold from amounts to be paid to you hereunder any federal, state, or local withholding or other taxes or charges which it is, from time to time, required to withhold under applicable law.

12.	Applicable Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, United States of America, without regard to its conflict of law provisions.

13.

14.

15.

(a)

(b)

15.	Severability. The obligations imposed by Paragraphs 3 and 4(a) above, of this agreement are severable and should be construed independently of each other. The invalidity of one such provision shall not affect the validity of any other such provision.

If you are in agreement with the foregoing, please sign and return one copy of this letter which will constitute our agreement with respect to the subject matter of this letter.

Sincerely,

ManpowerGroup Inc.

By: /s/ Jeffrey A. Joerres

Jeffrey A. Joerres, Chairman and Chief Executive Officer

Agreed as of the 20th day of February, 2014.

/s/ Michael J. Van Handel

Michael J. Van Handel

exhibit_10-10b.htm

Exhibit 10.10(b)

ManpowerGroup Inc.

Terms and Conditions Regarding the Grant of Awards

to Non-Employee Directors under the 2011 Equity Incentive Plan

(Amended and Restated Effective October 29, 2013)

1.	Definitions

Unless the context otherwise requires, the following terms shall have the meanings set forth below:

(a)	“Average Trading Price” shall mean, with respect to any period, the average of the Market Prices on the last trading day of each full or partial calendar quarter included within such period.

(b)

An “Election Period” shall mean a period of time (i) beginning on January 1 of any year with respect to an individual serving as a Director as of that date and, with respect to an individual becoming a Director after January 1 of any year, the date the Director first becomes a Director and thereafter January 1 of any year and (ii) ending on (but including) the earlier of the date of termination of a Director’s tenure as a Director or the next succeeding December 31.

(c)	“Equity Plan” shall mean the 2011 Equity Incentive Plan of Manpower Inc.

(d)

“Retainer” shall mean the annual cash retainer and the additional cash retainer for committee chairs payable to a Director as established from time to time by the Board of Directors; provided, however, that the term “Retainer” shall not include that portion of the annual cash retainer as to which a right exists to make an election under, or for which a prior election is in effect under, the Terms and Conditions Regarding the Grant of Options in Lieu of Cash Directors Fees to Non-Employee Directors Under 2011 Equity Incentive Plan of Manpower Inc. (the “Option Terms”) or the Procedures Governing the Grant of Options to Non-Employee Directors Under the 1994 Executive Stock Option and Restricted Stock Plan of Manpower Inc. (the “Option Procedures”).

Any capitalized terms used below which are not otherwise defined above will have the meanings assigned to them in the Equity Plan.

2.	Right to Elect Deferred Stock in Lieu of Retainer.

At the beginning of each Election Period, a Director may elect to receive, in lieu of the Retainer to which he or she would otherwise be entitled for that Election Period, Deferred Stock granted in accordance with the following. The election shall cover 50 percent, 75 percent or 100 percent of the Retainer payable to the Director for the Election Period. To be effective, the election must be made by notice in writing received by the Secretary of the Company (i) on or before the December 31 immediately preceding the beginning of the Election Period for an individual serving as a on such date, and (ii) on or before the tenth business day after the date the Director becomes a Director for an individual becoming a Director during a calendar year. Any such election made by a Director within 10 business days after becoming a Director shall only apply to that portion of the Retainer that is attributable to services performed by the Director subsequent to the date of the election. The number of shares of Deferred Stock granted shall equal (i) the elected percentage of the amount of the Retainer payable to the Director for the Election Period to which the election relates (not including any portion of the Retainer attributable to services performed prior to the date of election for an electing Director who becomes a Director during the year), divided by (ii) the Average Trading Price for that Election Period (rounded to the nearest whole share). Such Deferred Stock shall be granted, automatically and specifically without further action of the Board of Directors, on the first day immediately following the last day of such Election Period and will be fully vested on that date.

3.	Annual Grant of Deferred Stock or Restricted Stock.

(a)

Grant of Deferred Stock. Each individual serving as a Director on the first day of each calendar year shall be granted on that day, automatically and specifically without further action of the Board of Directors, a number of shares of Deferred Stock equal to $110,000 divided by the Market Price on the last trading day of the immediately preceding year (rounded to the nearest whole share). Such Deferred Stock shall vest in equal installments on the last day of each calendar quarter during the year in which granted. Each individual becoming a Director during a calendar year shall be granted, automatically and specifically without further action of the Board of Directors, a number of shares of Deferred Stock equal to (i) $110,000 multiplied by a fraction, the numerator of which is the number of days after the date the Director becomes a Director through the next December 31, and the denominator of which is 365, (ii) divided by the Market Price on the last trading day prior to the date of grant (rounded to the nearest whole share). The date of grant of such Deferred Stock shall be the date the Director becomes a Director. Such Deferred Stock shall vest as follows: on the last day of the calendar quarter during which the Director becomes a Director, a number of shares of such Deferred Stock shall vest equal to the total number of shares granted multiplied by a fraction, the numerator of which is the number of days after the date the Director becomes a Director through the last day of the quarter during which the Director becomes a Director, and the denominator of which is the number of days after the date the Director becomes a Director through the next December 31, and thereafter the balance of the shares of such Deferred Stock (if any) shall vest in equal installments on the last day of each remaining calendar quarter during the year. Shares of Deferred Stock granted under this paragraph will not vest if the Director is no longer a member of the Board of Directors on the vesting date, and any shares of Deferred Stock held by a Director which remain unvested at the time the Director ceases to be a member of the Board of Directors shall be forfeited.

(b)

Alternative Grant of Restricted Stock. Instead of receiving a grant of Deferred Stock under this paragraph 3, a Director shall have the right to elect to receive a number of shares of Restricted Stock equal to the number of shares of Deferred Stock the Director would otherwise have been granted. To be effective, such election must be made by notice in writing received by the Secretary of the Company (i) on or before December 31 of the immediately preceding year for an individual serving as a Director on the first day of any calendar year, and (ii) on or before the tenth business day after the date the Director becomes a Director for an individual becoming a Director during a calendar year. Any such election to receive Restricted Stock made by a Director within 10 business days after becoming a Director during a calendar year shall only apply to that portion of the Deferred Stock the Director would otherwise have received that is attributable to services performed by the Director in and after the first full calendar quarter subsequent to the date of the election and subsequent calendar quarters during the same calendar year. The date of grant of such Restricted Stock shall be the first day of the full calendar quarter beginning subsequent to the date of the election, and such Restricted Stock shall vest on the same basis as such Deferred Stock would have vested. Where an election to receive Restricted Stock is made by a Director within 10 business days after becoming a Director during a calendar year, the Director shall receive a grant of Deferred Stock equal to that number of shares of Deferred Stock the Director would otherwise have received attributable to services performed by the Director between the date the Director becomes a Director and the last day of the calendar quarter in which the election is made.

4.	Deferred Stock: General Provisions

(a)

Distribution of Shares. The Company shall settle Deferred Stock granted under these Terms and Conditions in Shares. Shares shall be distributed in respect of such Deferred Stock (but only to the extent vested, as rounded to the nearest whole Share) on the earlier of the third anniversary of the date of grant (the “Fixed Distribution Date”) or, upon a Director ceasing to be a member of the Board of Directors, within 30 days after the date of such cessation. However, a Director holding Deferred Stock granted under these Terms and Conditions shall have the right to extend the Fixed Distribution Date (any such extended date or further extended date as provided below is also referred to below as the “Fixed Distribution Date”) by a period of five years or more for each such extension provided in each case the election to extend the Fixed Distribution Date is made by notice in writing delivered to the Secretary of the Company more than 12 months before the then existing Fixed Distribution Date. Notwithstanding the foregoing, if a distribution of Shares under this paragraph would otherwise occur outside of a “Trading Window” (as defined in the Manpower Inc. Statement of Policy on Securities Trading), then the Company may delay the distribution of such Shares until the beginning of the next Trading Window.

(b)

Dividends and Distributions. On the first day of each calendar year, each Director shall be granted, automatically and specifically without further action of the Board of Directors, a number of shares of Deferred Stock equal to (i) the aggregate amount of dividends (or other distributions) which would have been received by the Director during the immediately preceding year if the Deferred Stock held by the Director (whether or not vested) on the record date of any such dividend or distribution had been outstanding common stock of the Company on such date, (ii) divided by the Average Trading Price for the preceding calendar year (rounded to the nearest whole share). Notwithstanding the foregoing, a Director who ceases to be a member of the Board of Directors shall be granted, automatically and specifically without further action of the Board of Directors, on the day following the date of such cessation, a number of shares of Deferred Stock equal to (i) the total amount of dividends which would have been received by the Director during the year in which termination occurs if the Deferred Stock held by the Director (whether or not vested) on the record date of any such dividend had been outstanding common stock of the Company on such date, (ii) divided by the Average Trading Price for the period from January 1 of such year through the date of such cessation (rounded to the nearest whole share). In the event of any distribution other than cash, the foregoing shall be applied based on the fair market value of the property distributed. Additional shares of Deferred Stock granted under this subparagraph 4(b) shall be settled and Shares distributed in respect of such Deferred Stock at the same time as the Deferred Stock to which the dividends and distributions relate.

5.	Other Provisions

These amended and restated Terms and Conditions shall become effective on October 29, 2013, and effective on that date shall supersede and replace the amended and restated Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors under the 2011 Equity Incentive Plan in effect immediately prior thereto..

6.	Application of Plan.

Except as otherwise provided in these Terms and Conditions, the Equity Plan shall apply to any Deferred Stock granted pursuant to these Terms and Conditions.

exhibit_10-10c.htm

Exhibit 10.10(c)

MANPOWER INC.

Compensation for Non-Employee Directors

(Amended and Restated October 29, 2013)

Cash compensation

·	Annual cash retainer: $85,000 per year

·	Fee structure for annual retainer for committee chairs and lead director:

-	$12,500 Annual retainer for services as chair of the nominating and governance committee

-	$15,000 per year for services as chair of the audit or executive compensation and human resources committee

-	$20,000 annual retainer for service as lead director

-	$25,000 annual retainer in the case where the lead director also serves as chair of one of the committees

·	The annual cash retainer and additional cash retainer for committee chairs and lead director will be paid quarterly in arrears within two weeks following the last day of each calendar quarter.

Election to Receive Deferred Stock in Lieu of Cash Retainer

In lieu of the annual cash retainer and additional cash retainer for committee chairs and lead director, outside directors may elect to receive Deferred Stock under the Company’s 2011 Equity Incentive Plan (the “Plan”). The election may cover 50%, 75% or 100% of the annual cash retainer payable to the director for the period covered by the election.

The election must be made prior to the beginning of the election period to which the annual cash retainer relates. The election period begins on January 1 of each year and ends on December 31 of that year or, if a director ceases to be a member of the Board of Directors during the year, the date of such cessation. For new non-employee directors, the election period begins on the date of the director’s appointment to the Board of Directors and the election must be made within ten business days after the date of such appointment. Any such election by a new director will only apply to the portion of the retainer earned after the election is made. The grant of Deferred Stock pursuant to any such election will be effective on the first day following the end of the election period to which the election applies.

The number of shares of Deferred Stock granted to the director will be equal to the amount of the annual cash retainer to which the election applies, divided by the average of the closing prices of the stock on the last trading day of each full or partial calendar quarter included within the election period.

Shares of common stock represented by such Deferred Stock held by a director will be distributed to the director on the earlier of the third anniversary of the date of grant or within 30 days after the date the director ceases to be a member of the Board of Directors. However, the director will have the right to extend the deferral period by at least five years, and thereafter to extend any previously extended deferral period by at least five more years, provided in each case this election to extend is made at least twelve months before the last day of the then current deferral period. Furthermore, in the event the shares would be distributed outside of a trading window under the Company’s securities trading policy, the Company may defer distribution of the shares until the beginning of the next trading window.

Annual Grant of Deferred Stock or Restricted Stock

In addition to the cash compensation (or elective Deferred Stock), non-employee directors each will receive an annual grant of Deferred Stock under the Plan. The grant will be effective on the first day of each year, and the number of shares granted will equal $110,000 divided by the closing sale price of a share of the Company’s common stock on the last business day of the preceding year. Such Deferred Stock will vest in equal quarterly installments on the last day of each calendar quarter during the year.

Shares of common stock represented by vested Deferred Stock held by a director will be distributed to the director on the earlier of the third anniversary of the effective date of grant or within 30 days after the date the director ceases to be a member of the Board of Directors. However, the director will have the right to extend the year deferral period by at least five years, and thereafter to extend any previously extended deferral period by at least five more years, provided in each case this election to extend is made at least twelve months before the last day of the then current deferral period. Furthermore, in the event the shares would be distributed outside of a trading window under the Company’s securities trading policy, the Company may defer distribution of the shares until the beginning of the next trading window.

Instead of receiving this grant of Deferred Stock, non-employee directors will have the right to elect to receive the same number of shares of Restricted Stock under the Plan. Like the Deferred Stock, any such grant will be effective on the first day of the year and will vest in equal quarterly installments on the last day of each calendar quarter during the year. Any such election will be effective only if made on or before December 31 of the preceding year.

A new non-employee director will receive a grant of Deferred Stock effective the date the director is appointed to the Board. The grant will be for a number of shares of Deferred Stock equal to $110,000 prorated for the period beginning on the date of the director’s appointment and ending on December 31 of that year, divided by the closing sale price of a share of the Company’s common stock on the last trading day immediately prior to the effective date of grant. Such Deferred Stock will vest in prorated installments on the last day of each calendar quarter occurring after the date of grant. Instead of receiving this grant of Deferred Stock, the new non-employee director will have the right to elect to receive the same number of shares of Restricted Stock under the Plan, with a vesting schedule the same as the Deferred Stock the director would otherwise have received. Any such election will be effective only if made within ten business days after the date of such appointment and will only apply to that portion of the shares earned in the first full calendar quarter after the election is made by the director and subsequent calendar quarters during the same year. If such an election is made by a director, he or she will receive a grant of Deferred Stock for that portion of the shares earned between the date the director is appointed to the Board and the last day of the calendar quarter in which the election is made.

Dividends on Deferred Stock

Directors holding Deferred Stock will be granted an additional number of shares of Deferred Stock on the first day of each calendar year attributable to dividends paid by the Company during the prior year. The number of shares of Deferred Stock granted will equal (i) the amount of dividends the director would have received during the prior calendar year if Deferred Stock held by the director had been outstanding common stock, (ii) divided by the average closing prices of the stock on the last trading day of each calendar quarter during the year (or shorter period for a director whose membership on the Board ceases during the year).

Stock Ownership Guidelines

Non-employee directors are expected to own shares equal in value to five times the annual cash retainer ($60,000 at January 1, 2006, for a total guideline of $300,000) divided by the closing price of the Company’s common stock on December 30, 2005, for directors in office as of January 1, 2006, and by the third anniversary of the date of appointment for directors appointed after January 1, 2006. On February 16, 2011, the stock ownership guidelines were amended to reflect the increase in the annual cash retainer that became effective on that date, increasing the total stock ownership guideline to $375,000 ($75,000 x 5). This resulted in an increase in the number of shares required to be owned by each non-employee director that was a director as of February 16, 2011 of 1,181 shares. For any non-employee director appointed after February 16, 2011 the total guideline is five times the annual cash retainer prior to the increase of $85,000 ($75,000, for a total of $375,000) divided the closing price of the Company’s common stock on the last business of day of the month during which the director was or is first appointed to the Board of Directors.

·	Non-employee directors have four years to attain this guideline from January 1, 2006, or for new non-employee directors from the date of the director’s appointment to the Board.

·	For this purpose, ownership includes Deferred Stock and Restricted Stock but only to the extent vested, and does not include unexercised stock options.

exhibit_10-11d.htm

Exhibit 10.11(d)

ManpowerGroup Inc.

100 Manpower Place

Milwaukee, Wisconsin 53212

February 17, 2014

Hans Leentjes

Executive Vice President

President – Northern Europe

Anne Frankstraat 85

1018 BZ Amsterdam

Dear Hans:

ManpowerGroup Inc. (the “Corporation”) desires to retain experienced, well-qualified executives, like you, to assure the continued growth and success of the Corporation and its direct and indirect subsidiaries (collectively, the “Consolidated ManpowerGroup”). Accordingly, as an inducement for you to continue your employment in order to assure the continued availability of your services to the Consolidated ManpowerGroup, we have agreed as follows:

1.	Definitions. For purposes of this letter:

(a)	Benefit Plans. “Benefit Plans” means all benefits of employment generally made available to executives of the Corporation from time to time.

(b)

Cause. Termination by the Consolidated ManpowerGroup of your employment with the Consolidated ManpowerGroup for “Cause” will mean termination upon (i) your repeated failure to perform your duties with the Consolidated ManpowerGroup in a competent, diligent and satisfactory manner as determined by the Corporation’s Chief Executive Officer in his reasonable judgment, (ii) failure or refusal to follow the reasonable instructions or direction of the Corporation’s Chief Executive Officer, which failure or refusal remains uncured, if subject to cure, to the reasonable satisfaction of the Corporation’s Chief Executive Officer for five (5) business days after receiving notice thereof from the Corporation’s Chief Executive Officer, or repeated failure or refusal to follow the reasonable instructions or directions of the Corporation’s Chief Executive Officer, (iii) any act by you of fraud, material dishonesty or material disloyalty involving the Consolidated ManpowerGroup, (iv) any violation by you of a Consolidated ManpowerGroup policy of material import (including, but not limited to, the Code of Business Conduct and Ethics, the Policy on Insider Trading, the Foreign Corrupt Practices Act Compliance Policy and policies included in the Employee Handbook), (v) any act by you of moral turpitude which is likely to result in discredit to or loss of business, reputation or goodwill of the Consolidated ManpowerGroup, (vi) your chronic absence from work other than by reason of a serious health condition, (vii) your commission of a crime the circumstances of which substantially relate to your employment duties with the Consolidated ManpowerGroup, or (viii) the willful engaging by you in conduct which is demonstrably and materially injurious to the Consolidated ManpowerGroup. For purposes of this Subsection 1(b), no act, or failure to act, on your part will be deemed “willful” unless done, or omitted to be done, by you not in good faith.

(c)	Change of Control. A “Change of Control” will mean the first to occur of the following:

(i)

the acquisition (other than from the Corporation), by any Person (as defined in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, of beneficial ownership (within the meaning of Exchange Act Rule 13d-3) of more than 50% of the then outstanding shares of common stock of the Corporation or voting securities representing more than 50% of the combined voting power of the Corporation’s then outstanding voting securities entitled to vote generally in the election of directors; provided, however, no Change of Control shall be deemed to have occurred as a result of an acquisition of shares of common stock or voting securities of the Corporation (A) by the Corporation, any of its subsidiaries, or any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any of its subsidiaries or (B) by any other corporation or other entity with respect to which, following such acquisition, more than 60% of the outstanding shares of the common stock, and voting securities representing more than 60% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, of such other corporation or entity are then beneficially owned, directly or indirectly, by the persons who were the Corporation’s shareholders immediately prior to such acquisition in substantially the same proportions as their ownership, immediately prior to such acquisition, of the Corporation’s then outstanding common stock or then outstanding voting securities, as the case may be; or

(ii)

(iii)

the consummation of any liquidation or dissolution of the Corporation or a sale or other disposition of all or substantially all of the assets of the Corporation; or

(iv)

individuals who, as of the date of this letter, constitute the Board of Directors of the Corporation (as of such date, the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided, however, that any person becoming a director subsequent to the date of this letter whose election, or nomination for election by the shareholders of the Corporation, was approved by at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of this letter, considered as though such person were a member of the Incumbent Board but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest which was (or, if threatened, would have been) subject to Exchange Act Rule 14a-12(c); or

(v)

(d)

Good Reason. “Good Reason” will mean, without your consent, the occurrence of any one or more of the following during the Term:

(i)

any material breach of any material obligation of any member of the Consolidated ManpowerGroup for the payment or provision of compensation or other benefits to you;

(ii)

a material diminution in your base salary;

(iii)

a material diminution in your authority, duties or responsibilities, accompanied by a material reduction in your target bonus opportunity for a given fiscal year (as comparied to the prior fiscal year), except where all senior level executives have similar proportionate reductions in their target bonus percentages;

(iv)

(v)

Notwithstanding Subsections 1(d)(i) – (v) above, Good Reason does not exist unless (i) you object to any material diminution or breach described above by written notice to the Corporation within twenty (20) business days after such diminution or breach occurs, (ii) the Corporation fails to cure such diminution or breach within thirty (30) days after such notice is given and (iii) your employment with the Consolidated ManpowerGroup is terminated by you within ninety (90) days after such diminution or breach occurs.

(e)

Notice of Termination. Any termination of your employment by the Consolidated ManpowerGroup, or termination by you for Good Reason, during the Term will be communicated by Notice of Termination to the other party hereto. A “Notice of Termination” will mean a written notice which specifies a Date of Termination (which date shall be on or after the date of the Notice of Termination) and, if applicable, indicates the provision in this letter applying to the termination and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

(f)

Date of Termination. “Date of Termination” will mean the date specified in the Notice of Termination where required (which date shall be on or after the date of the Notice of Termination) or in any other case upon your ceasing to perform services for the Consolidated ManpowerGroup.

(g)

Protected Period. The “Protected Period” shall be a period of time determined in accordance with the following:

(i)

(ii)

if a Change of Control is triggered by a merger or consolidation of the Corporation with any other corporation, the Protected Period shall commence on the date that serious and substantial discussions first take place to effect the merger or consolidation and shall continue through and including the date of the Change of Control, provided that in no case will the Protected Period commence earlier than the date that is six months prior to the Change of Control; and

(iii)

in the case of any Change of Control not described in Subsections 1(g)(i) or (ii), above, the Protected Period shall commence on the date that is six months prior to the Change of Control and shall continue through and including the date of the Change of Control.

(h)

Term. The “Term” will be a period beginning on the date of this letter indicated above and ending on the first to occur of the following: (a) the date which is the two-year anniversary of the occurrence of a Change of Control; (b) the date which is the three-year anniversary of the date of this letter indicated above if no Change of Control occurs between the date of this letter indicated above and such three-year anniversary; or (c) the Date of Termination.

2.	Compensation and Benefits on Termination.

(a)

Termination by the Consolidated ManpowerGroup for Cause or by You Other Than for Good Reason. If your employment with the Consolidated ManpowerGroup is terminated by the Consolidated ManpowerGroup for Cause or by you other than for Good Reason, the Corporation will pay or provide you with (i) your unpaid bonus, if any, attributable to any complete fiscal year of the Consolidated ManpowerGroup ended before the Date of Termination (but no incentive bonus will be payable for the fiscal year in which termination occurs), and (ii) all benefits to which you are entitled under any Benefit Plans in accordance with the terms of such plans. The Consolidated ManpowerGroup will have no further obligations to you.

(b)

Termination by Reason of Disability or Death. If your employment with the Consolidated ManpowerGroup terminates during the Term by reason of your disability or death, the Corporation will pay or provide you with (i) your unpaid bonus, if any, attributable to any complete fiscal year of the Consolidated ManpowerGroup ended before the Date of Termination, (ii) a bonus for the fiscal year during which the Date of Termination occurs equal to your target annual bonus for the fiscal year in which the Date of Termination occurs, but prorated for the actual number of days you were employed during such fiscal year, payable within sixty days after the Date of Termination, and (iii) all benefits to which you are entitled under any Benefit Plans in accordance with the terms of such plans. For purposes of this letter, “disability” means that you are, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Corporation or the Consolidated ManpowerGroup. The Consolidated ManpowerGroup will have no further obligations to you.

(c)

(i)

the Corporation will pay you, your unpaid bonus, if any, attributable to any complete fiscal year of the Consolidated ManpowerGroup ended before the Date of Termination;

(ii)

(iii)

(iv)

the Corporation will make available to you, an outplacement service program, chosen by the Corporation, and provided by the Corporation or its subsidiaries or an outplacement service provider selected by the Corporation. Such outplacement service program will be of a duration chosen by the Corporation but will not, in any instance, end later than one (1) year following the Date of Termination. Upon completion of the outplacement program specified in this Subsection 2(c)(iv), you will be solely responsible for payment of any additional costs incurred as a result of your use of such outplacement services. The Corporation will not substitute cash or other compensation in lieu of the outplacement service program specified in this Subsection 2(c)(iv).

(d)

(i)

the Corporation will pay you, your unpaid bonus, if any, attributable to any complete fiscal year of the Consolidated ManpowerGroup ended before the Date of Termination;

(ii)

(iii)

the Corporation will pay, as a severance benefit to you, a lump-sum payment equal to two times the sum of (1) your annual base salary at the highest rate in effect during the Term and (2) your target annual bonus for the fiscal year in which the Change of Control occurs; and

(iv)

the Corporation will make available to you, an outplacement service program, chosen by the Corporation, and provided by the Corporation or its subsidiaries or an outplacement service provider selected by the Corporation. Such outplacement service program will be of a duration chosen by the Corporation but will not, in any instance, end later than one (1) year following the Date of Termination. Upon completion of the outplacement program specified in this Subsection 2(d)(iv), you will be solely responsible for payment of any additional costs incurred as a result of your use of such outplacement services. The Corporation will not substitute cash or other compensation in lieu of the outplacement service program specified in this Subsection 2(d)(iv).

The amounts paid to you pursuant to Subsection 2(c)(i)(D) or 2(c)(ii)(D) will not be included as compensation for purposes of any qualified or nonqualified pension or welfare benefit plan of the Consolidated ManpowerGroup.

(e)

Timing of Payments. The bonus payment provided for in Subsection 2(c)(i) or 2(d)(i) will be made pursuant to the terms of the applicable bonus plan. The bonus payment provided for in Subsection 2(c)(ii) will be paid between January 1 and March 15 of the calendar year following the Date of Termination. The bonus payment provided for in Subsection 2(d)(ii) will be paid on the thirtieth (30th) day after the Date of Termination. The severance benefit provided for in Subsection 2(c)(iii) or 2(d)(iii) will be paid in one lump sum on the thirtieth (30th) day after the Date of Termination. If any of such payment is not made when due (hereinafter a “Delinquent Payment”), in addition to such principal sum, the Corporation will pay you interest on any and all such Delinquent Payments from the date due computed at the prime rate, compounded monthly. Such prime rate shall be the prime rate (currently the base rate on corporate loans posted by at least 75% of the 30 largest U.S. banks) in effect from time to time as reported in The Wall Street Journal, Midwest edition (or, if not so reported, as reported in such other similar source(s) as the Corporation shall select).

(f)

Release of Claims. Notwithstanding the foregoing, you will have no right to receive any payment or benefit described in Subsections 2(c)(ii)-(v)or 2(d)(ii) -(v), above, unless and until you execute, and there shall be effective following any statutory period for revocation, a release, in a form reasonably acceptable to the Corporation, that irrevocably and unconditionally releases, waives, and fully and forever discharges the Consolidated ManpowerGroup and its past and current directors, officers, shareholders, members, partners, employees, and agents from and against any and all claims, liabilities, obligations, covenants, rights, demands and damages of any nature whatsoever, whether known or unknown, anticipated or unanticipated, relating to or arising out of your employment with the Consolidated ManpowerGroup.

(g)

Forfeiture. Notwithstanding the foregoing, your right to receive the payments and benefits to be provided to you under this Section 2 beyond those described in Subsection 2(a), above, is conditioned upon your performance of the obligations stated in Sections 3-6, below, and upon your breach of any such obligations, you will immediately return to the Corporation the amount of such payments and benefits and you will no longer have any right to receive any such payments or benefits.

Nonsolicitation of Employees. You agree that you will not, at any time during the term of your employment with the Consolidated ManpowerGroup or during the one-year period following your termination, for whatever reason, of employment with the Consolidated ManpowerGroup, either on your own account or in conjunction with or on behalf of any other person, company, business entity, or other organization whatsoever, directly or indirectly induce, solicit, entice or procure any person who is a managerial employee of any company in the Consolidated ManpowerGroup (but in the event of your termination, any such managerial employee that you have had contact with in the two years prior to your termination) to terminate his or her employment with the Consolidated ManpowerGroup so as to accept employment elsewhere or to diminish or curtail the services such person provides to the Consolidated ManpowerGroup.

Customer Nonsolicitation. During the one-year period which immediately follows the termination, for whatever reason, of your employment with the Consolidated ManpowerGroup, you will not, directly or indirectly, contact any customer of the Consolidated ManpowerGroup with whom/which you have had contact on behalf of the Consolidated ManpowerGroup during the two-year period preceding the Date of Termination or about whom/which you obtained confidential information in connection with your employment with the Consolidated ManpowerGroup during such two-year period so as to cause or attempt to cause such customer not to do business or to reduce such customer’s business with the Consolidated ManpowerGroup or divert any business from any company in the Consolidated ManpowerGroup.

Noncompetition. During the one-year period which immediately follows the termination, for whatever reason, of your employment with the Consolidated ManpowerGroup, you will not, directly or indirectly, provide services or assistance of a nature similar to the services you provided to the Consolidated ManpowerGroup during the two-year period immediately preceding the Date of Termination to any entity (i) engaged in the business of providing temporary staffing services anywhere in the United States or any other country for which you have responsibility during the Term and in which the Consolidated ManpowerGroup conducts business as of the Date of Termination which has, together with its affiliated entities, annual revenues from such business in excess of US $500,000,000 or (ii) engaged in the business of providing permanent placement, professional staffing, outplacement, or human resource services (including consulting, task-based services, recruitment or other talent solutions) anywhere in the United States or any other country for which you have responsibility during the Term and in which the Consolidated ManpowerGroup conducts business as of the Date of Termination which has, together with its affiliated entities, annual revenues from such business in excess of US $250,000,000. You acknowledge that the scope of this limitation is reasonable in that, among other things, providing any such services or assistance during such one-year period would permit you to use unfairly your close identification with the Consolidated ManpowerGroup and the customer contacts you developed while employed by the Consolidated ManpowerGroup and would involve the use or disclosure of Confidential Information pertaining to the Consolidated ManpowerGroup.

7. Injunctive and Other Interim Measures.

(a)

Injunction. You recognize that irreparable and incalculable injury will result to the Consolidated ManpowerGroup and its businesses and properties in the event of your breach of any of the restrictions imposed by Sections 3-5, above. You therefore agree that, in the event of any such actual, impending or threatened breach, the Corporation will be entitled, in addition to the remedies set forth in Subsection 2(h), above (which the parties agree would not be an adequate remedy), and any other remedies and damages, to, including, but not limited to, provisional or interim measures, including temporary and permanent injunctive relief, without the necessity of posting a bond or other security, from a court of competent jurisdiction restraining the actual, impending or threatened violation, or further violation, of such restrictions by you and by any other person or entity for whom you may be acting or who is acting for you or in concert with you.

(b)

Equitable Extension. The duration of any restriction in Section 3-6 above, will be extended by any period during which such restriction is violated by you.

(c)

Nonapplication. Notwithstanding the above, Sections 5 and 6, above, will not apply if your employment with the Consolidated ManpowerGroup is terminated by you for Good Reason or by the Corporation without Cause either during a Protected Period or within two years after the occurrence of a Change of Control.

Unemployment Compensation. The severance benefits provided for in Subsection 2(c)(iii) will be assigned for unemployment compensation benefit purposes to the one-year period following the Date of Termination, and the severance benefits provided for in Subsection 2(d)(iii) will be assigned for unemployment compensation purposes to the two-year period following the Date of Termination, and you will be ineligible to receive, and you agree not to apply for, unemployment compensation during such periods.

Nondisparagement. Upon your termination, for whatever reason, of employment with the Consolidated ManpowerGroup, the Corporation agrees that its directors and officers, during their employment by or service to the Consolidated ManpowerGroup, will refrain from making any statements that disparage or otherwise impair your reputation or commercial interests. Upon your termination, for whatever reason, of employment with the Consolidated ManpowerGroup, you agree to refrain from making any statements that disparage or otherwise impair the reputation, goodwill, or commercial interests of the Consolidated ManpowerGroup, or its officers, directors, or employees. However, the foregoing will not preclude the Corporation from providing truthful information about you concerning your employment or termination of employment with the Consolidated ManpowerGroup in response to an inquiry from a prospective employer in connection with your possible employment, and will not preclude either party from providing truthful testimony pursuant to subpoena or other legal process or in the course of any proceeding that may be commenced for purposes of enforcing this letter agreement.

10.	Successors; Binding Agreement. This letter agreement will be binding on the Corporation and its successors and will inure to the benefit of and be enforceable by your personal or legal representatives, heirs and successors.

11.

Notice. Notices and all other communications provided for in this letter will be in writing and will be deemed to have been duly given when delivered in person, sent by telecopy, or two days after mailed by registered or certified mail, return receipt requested, postage prepaid, and properly addressed to the other party.

12.

13.	Modification. No provision of this letter may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing by you and the Corporation.

14.	Withholding. The Consolidated ManpowerGroup shall be entitled to withhold from amounts to be paid to you hereunder any federal, state, or local withholding or other taxes or charges which it is, from time to time, required to withhold under applicable law.

15.	Applicable Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, United States of America, without regard to its conflict of law provisions.

16.

Reduction of Amounts Due Under Law. You agree that any severance payment (i.e, any payment other than a payment for salary through your Date of Termination or for a bonus earned in the prior fiscal year but not yet paid) to you pursuant to this agreement will be counted towards any severance type payments otherwise due you under law. In the event you are terminated without notice and you would otherwise be entitled to a severance payment hereunder, such severance payment will be considered to be payment in lieu of such notice.

17.

Previous Agreements. This letter, upon acceptance by you, expressly supersedes any and all previous agreements or understandings relating to your employment by the Corporation or the Consolidated ManpowerGroup, or the termination of such employment (except for the letter from the Corporation to you dated May 10, 2011 regarding the terms of your employment with the Corporation and the Nondisclosure Agreement between you and the Corporation dated January 7, 2011) and any such agreements or understandings shall, as of the date of your acceptance, have no further force or effect.

18.

Dispute Resolution. Section 7 to the contrary notwithstanding, the parties shall, to the extent feasible, attempt in good faith to resolve promptly by negotiation any dispute arising out of or relating to your employment by the Consolidated ManpowerGroup pursuant to this letter agreement. In the event any such dispute has not been resolved within 30 days after a party’s request for negotiation, either party may initiate arbitration as hereinafter provided. For purposes of this Section 18, the party initiating arbitration shall be denominated the “Claimant” and the other party shall be denominated the “Respondent.”

(a)

(b)

19.	Severability. The obligations imposed by Paragraphs 3-6, above, of this agreement are severable and should be construed independently of each other. The invalidity of one such provision shall not affect the validity of any other such provision.

If you are in agreement with the foregoing, please sign and return one copy of this letter which will constitute our agreement with respect to the subject matter of this letter.

Sincerely,

ManpowerGroup Inc.

By:/s/ Jeffrey A. Joerres

Jeffrey A. Joerres, President and

Chief Executive Officer

Agreed as of the 17th day of February, 2014.

/s/ Hans Leentjes

Hans Leentjes

exhibit_12-1.htm

Exhibit 12.1

STATEMENT REGARDING COMPUTATION

OF RATIO OF EARNINGS TO FIXED CHARGES

MANPOWERGROUP INC.

(in millions)

	2013		2012		2011		2010			2009
Earnings:
Earnings before income taxes	$	475.5	$	368.4	$	479.9	$	(165.2	)	$	(22.9	)
Fixed charges		159.7		165.1		170.2		161.9			183.9
	$	635.2	$	533.5	$	650.1	$	(3.3	)	$	161.0

Fixed charges:
Interest (expensed or capitalized)	$	43.2	$	42.5	$	43.1	$	42.4		$	61.7
Estimated interest portion of rent expense		116.5		122.6		127.1		119.5			122.2
	$	159.7	$	165.1	$	170.2	$	161.9		$	183.9

Ratio of earnings to fixed charges		4.0		3.2		3.8		(0.0	)		0.9


Note:	The calculation of ratio of earnings to fixed charges set forth above is in accordance with Regulation S-K, Item 601(b)(12). This calculation is different than the fixed charge ratio that is required by our various borrowing facilities.

exhibit_13.htm

Exhibit 13


TABLE OF CONTENTS

25	Management’s Discussion & Analysis
49	Management Report on Internal Control Over Financial Reporting
50	Reports of Independent Registered Public Accounting Firm
52	Consolidated Statements of 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	Principal Operating Units
87	Corporate Information

MANAGEMENT’S DISCUSSION & ANALYSIS
of financial condition and results of operations

Business Overview

●

Recruitment and Assessment — By leveraging our trusted brand, industry knowledge and expertise, we identify the right talent in the right place to help our clients quickly access the people they need when they need them. Through our industry-leading assessments, we gain a deeper understanding of the people we serve to correctly identify candidates’ potential, resulting in a better cultural match.

●

Training and Development — Our unique insights into evolving employer needs and our expertise in training and development help us prepare candidates and associates to succeed in today’s competitive marketplace. We offer an extensive portfolio 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 are 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 flexibility, and accelerate personal and business success.

This comprehensive and diverse business mix helps us to partially mitigate the cyclical effects of the national economies in which we operate. Our family of brands and offerings includes:

●	Manpower — We are a global leader in contingent and permanent recruitment staffing. We provide businesses with rapid access to a highly qualified and productive pool of candidates to give them the flexibility and agility they need to respond to changing business needs.

●	Experis — We are a global leader in professional resourcing and project-based solutions. With operations in over 55 countries and territories, we deliver 49 million hours of professional talent specializing in Information Technology (IT), Engineering, Finance and Healthcare.

●

Right Management — We are a global leader in talent and career 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 productivity and optimize business performance.

●

ManpowerGroup Solutions — 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 Consulting (SWC) and Language Services.

Management’s Discussion & Analysis ManpowerGroup 2013 Annual Report

MANAGEMENT’S DISCUSSION & ANALYSIS
of financial condition and results of operations

Our industry is large and fragmented, comprised of 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 clients and in the employment services industry itself.

We manage these trends by leveraging established strengths, including one of the employment services industry’s most recognized 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 is 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 is dependent on the overall strength of the labor market and secular trends toward greater workforce flexibility within each of the countries and territories in which we operate. Improving economic growth typically results in increasing demand for labor, resulting in greater demand for our staffing services. During periods of 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 is 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 significant expense deleveraging, as we believe it is prudent not to 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 liabilities 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 in a decline of our accounts receivable balance, with less of an effect on current liabilities due to 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 in the event that the economic downturn continued for an extended period.

Our career management services are counter-cyclical to our staffing services, which helps to offset the impact of an economic downturn on our overall financial results.

Due to our industry’s sensitivity to economic factors, the inherent difficulty in forecasting the direction and strength of the economy and the short-term nature of staffing assignments, it is difficult to forecast future demand for our services with absolute 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 to take full advantage of growth opportunities.

Our business is organized and managed primarily 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; Northern Europe; APME (Asia Pacific Middle East); and Right Management.

26	ManpowerGroup 2013 Annual Report Management’s Discussion & Analysis

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, and ManpowerGroup Solutions. ManpowerGroup Solutions includes TBO, MSP, RPO, BTS, SWC and Language Services. Right Management’s revenues are derived from career management and workforce consulting services. Segment revenues represent sales to external clients. Due to the nature of our 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 means 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 earnings 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 experienced 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’Impôt pour la Compétitivité 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 well 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 benefits of

Management’s Discussion & Analysis ManpowerGroup 2013 Annual Report

MANAGEMENT’S DISCUSSION & ANALYSIS
of financial condition and results of operations

these simplification and cost recalibration actions. 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 administrative expenses at a faster pace than the decrease in revenues, which enabled us to better leverage our expenses and favorably impact our operating profit for 2013.

We executed the simplification and cost recalibration plan in the fourth quarter of 2012 on the premise that we were entering into a continued period of soft economic conditions with a sluggish recovery. The goal of our plan was to simplify our organization by creating the right 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 administrative 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 continue 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.


									Variance in		Variance in
							Reported		Constant		Organic Constant
(in millions, except per share data)		2013			2012		Variance		Currency		Currency
Revenues from services	$	20,250.5		$	20,678.0		(2.1	)%	(2.1	)%	(2.4	)%
Cost of services		16,883.8			17,236.0		(2.0	)	(2.0	)
Gross profit		3,366.7			3,442.0		(2.2	)	(2.1	)	(2.4	)
Gross profit margin		16.6	%		16.6	%
Selling and administrative expenses		2,854.8			3,030.3		(5.8	)	(5.7	)	(6.0	)
Selling and administrative expenses as a % of revenues		14.1	%		14.7	%
Operating profit		511.9			411.7		24.3		24.3		23.8
Operating profit margin		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		187.5			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% in constant currency and –2.4% in organic constant currency) was attributed to:

●

decreased demand for services in 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% in constant currency and –2.3% in organic constant currency), respectively;

●	revenue declines in our larger markets of France and Italy of 5.8% (–6.0% in organic constant currency) and 0.3% in constant currency, respectively, due to the current economic environments in those countries;

●

revenue decline in the United States of 1.4% primarily due to a decrease in our larger strategic account client revenues because of softening demand, a large client project in our Manpower business line that concluded in the first quarter of 2013 and strong price discipline on new business opportunities;

●

revenue decrease in APME of 10.3% (–1.4% in constant currency) primarily due to the decline in demand for our staffing/interim services, resulting from two fewer billing days and legislative changes in China that restricted the use of temporary employment, and to a decline in 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	ManpowerGroup 2013 Annual Report 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-over-year 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 consolidations 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 involving 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

●

restructuring 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 million 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 selling 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 non-operating 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 to 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

MANAGEMENT’S DISCUSSION & ANALYSIS
of financial condition and results of operations

CONSOLIDATED RESULTS — 2012 COMPARED TO 2011

The following table presents selected consolidated financial data for 2012 as compared to 2011.


									Variance in		Variance in
							Reported		Constant		Organic Constant
(in millions, except per share data)		2012			2011		Variance		Currency		Currency
Revenues from services	$	20,678.0		$	22,006.0		(6.0	)%	(1.4	)%	(2.0	)%
Cost of services		17,236.0			18,299.7		(5.8	)
Gross profit		3,442.0			3,706.3		(7.1	)	(3.0	)	(3.7	)
Gross profit margin		16.6	%		16.8	%
Selling and administrative expenses		3,030.3			3,182.1		(4.8	)	(0.8	)	(1.5	)
Selling and administrative expenses as a % of revenues		14.7	%		14.5	%
Operating profit		411.7			524.2		(21.5	)	(16.5	)	(17.2	)
Operating profit margin		2.0	%		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	)
Provision for income taxes		170.8			228.3		(25.2	)
Effective income tax rate		46.4	%		47.6	%
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	)%

The 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 experienced revenue declines of 12.2% (–4.6% in constant currency and –6.1% in organic constant currency) and 15.8% (–8.9% in constant currency), respectively, due to the current economic environment in these countries;

●	revenue decline in the United States of 4.0% primarily due to a decrease of our key account client revenues because of 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% in constant currency); and

●	a 4.6% decrease due to the impact of currency exchange rates; partially offset by

●	our acquisitions of three entities in APME during April 2011, two acquisitions in Southern Europe at the end of September 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 growth of 9.6% and 1.6%, respectively, in organic constant currency; and

●	increased demand for our outplacement services at Right Management, where these revenues increased 10.1% (12.2% in constant currency).

The year-over-year 20 basis point (–0.20%) decrease in gross profit margin was primarily attributed to:

●	a 40 basis point (–0.40%) decline from our staffing/interim business primarily related to pricing pressures in some of 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 of currency exchange rates.

30	ManpowerGroup 2013 Annual Report Management’s Discussion & Analysis

The 4.8% decline in selling and administrative expenses in 2012 (–0.8% in constant currency and –1.5% in organic constant currency) was attributed to:

●	a decrease in our organic salary-related costs, because of lower headcount 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 million;

●	legal costs of $10.0 million in the United States, primarily related to a settlement agreement in connection with a lawsuit involving allegations regarding the Company’s vacation pay practices in Illinois; and

●	the additional recurring selling and administrative costs as a result of the acquisitions in Southern Europe, APME and the Americas.

Selling and administrative expenses as a percent of revenues increased 20 basis points (0.20%) in 2012 compared to 2011. The change in 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 in 2012 compared to $23.1 million in 2011; and

●	a 5 basis point (0.05%) increase due to the legal costs of $10.0 million in the United States as noted above.

Interest and other expenses were $43.3 million in 2012 compared to $44.3 million in 2011. Net interest expense decreased $0.3 million in 2012 to $35.2 million from $35.5 million in 2011 due to lower interest rates. Other expenses decreased $0.7 million in 2012 due primarily to a $1.9 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 is lower than the 2011 rate due to the benefits resulting from the changes in our legal entity structure. The 46.4% effective tax rate is higher than the United States Federal statutory rate of 35% due primarily to valuation allowances, other permanent items, discrete items related to restructuring costs described further in 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 — diluted by approximately $0.14 per share in 2012.

Weighted average shares — diluted decreased 3.3% to 80.1 million in 2012 from 82.8 million in 2011. This decrease was primarily a result of the repurchase of 3.6 million shares in 2012.

SEGMENT RESULTS

We evaluate performance based on operating unit profit (“OUP”), which is equal to segment revenues less direct costs and branch and national headquarters operating costs. This profit measure does not include goodwill and intangible asset impairment charges or amortization of intangible 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 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, 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 in segment reporting has no impact on our reporting of consolidated results.

Management’s Discussion & Analysis ManpowerGroup 2013 Annual Report

MANAGEMENT’S DISCUSSION & ANALYSIS
of financial condition and results of operations

Americas — The Americas segment is comprised 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 in staffing/interim services in the Manpower and Experis business lines due to softening demand from our larger strategic accounts in 2013 compared to 2012, a large client project in our Manpower business line that concluded in the first quarter of 2013 and strong price discipline in selectively accepting new business opportunities. These declines were partially 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 organic constant currency) in 2013 compared to 2012, with a revenue decline in Argentina of 12.7%, partially offset by revenue increases in Canada of 1.8% (4.0% in organic constant currency) and Mexico of 2.5%.

In 2012, revenues from services decreased 1.2% (0.5% increase in constant currency and 0.4% increase in organic constant currency) compared to 2011. In the United States, revenues from services declined 4.0% in 2012 compared to 2011. The revenue decline in the United States was attributable to staffing/interim services within the Manpower and Experis business lines as demand from our larger strategic accounts softened in 2012 compared to 2011, and we maintained stronger pricing 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 2011. 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 Argentina 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 impact of improved staffing/interim gross profit margin resulting from stronger pricing discipline in the United 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 the 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 the one-time Hire Act credits in the United States in 2011 that did not occur in 2012.

In 2013, selling and administrative expenses decreased 5.6% (–4.5% in constant currency) due to $10.0 million of legal costs incurred in 2012 and declines in salary-related and lease costs as a result of the cost recalibration plan, partially offset by an increase in restructuring costs to $18.0 million recorded in 2013 compared to $9.8 million in 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 million of legal costs incurred in 2012 as well as an increase in bad debt expense in Other Americas as a result of some uncollectible accounts receivable. The increase was also due to additional headcount in 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 legal costs, due primarily to a decrease in variable incentive-based compensation and lower office lease costs.

OUP margin in 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 the 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 in 2012 was primarily due to the United States as a result of the restructuring and legal costs noted above, as well as expense deleveraging as we did not decrease expenses as quickly as revenues declined.

32	ManpowerGroup 2013 Annual Report Management’s Discussion & Analysis

Southern Europe — In 2013, revenues from services in Southern Europe, which includes operations in France and Italy, decreased 0.2% (–3.6% in constant currency and –3.9% in organic constant currency) compared to 2012. In 2013, revenues from services decreased 6.0% in 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 decrease in France is due primarily to softening demand in the staffing/interim business and a 23.5% decline in constant currency in the permanent recruitment business. The decrease in Italy is due to a slight decrease in our staffing/interim services. In Other Southern Europe, revenues from services increased 12.5% (7.9% in constant currency and 6.1% in organic constant currency) in 2013 compared to 2012 driven by the revenue increase in Portugal, due to increased demand in the Manpower staffing and ManpowerGroup Solutions businesses, and in Spain, due mostly to an acquisition of some clients from a local competitor in July 2013.

In 2012, revenues from services in Southern Europe decreased 11.7% (–4.2% in constant currency and –5.3% in organic constant currency) compared to 2011. In 2012, revenues from services decreased 6.1% in organic constant currency in France and decreased 8.9% in constant currency in Italy and 1.1% (6.9% increase in constant currency) in Other Southern Europe compared to 2011. These decreases in France and Italy were due primarily to a softening demand in the staffing/interim business as well as a 21.2% decline in constant currency in our permanent recruitment business, mostly driven by the further winding down of the Pole Emploi contract in France.

Gross profit margin increased in 2013 compared to 2012 due primarily to the CICE payroll tax credit in France, which was partially offset by the additional social security reserve recorded in France in 2013, the decrease in our permanent recruitment business, and pricing pressures in the small/medium-sized business in France and in Italy that unfavorably impacted staffing/interim gross margins. In 2012, gross profit margin remained flat compared to 2011 as the improvement related to our two acquisitions in France was offset by the decrease in our permanent recruitment business, including the further wind down of the Pole Emploi contract in France, and pricing pressures in Italy that unfavorably impacted staffing/ interim gross margins.

In 2013, selling and administrative expenses decreased 3.8% (–6.9% in constant currency and –7.2% in organic constant currency) compared to 2012 primarily related to the decrease in organic salary-related costs due to lower headcount, partially offset by an increase in restructuring costs to $7.8 million recorded in 2013 compared to $3.8 million in 2012 and the additional recurring selling and administrative costs resulting from 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 administrative expenses was due to lower organic salary-related costs as headcount was reduced, partially offset by the additional costs from the Proservia and Damilo acquisitions, additional bad debt expense incurred in France and Italy as a result of collection issues with certain clients, and $3.8 million of restructuring costs in 2012 compared to $1.5 million in 2011.

OUP margin in Southern Europe was 3.7%, 2.6% and 3.1% for 2013, 2012 and 2011, respectively. OUP margin increased in 2013 primarily due to 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 the gross profit margin and the decrease in salary-related costs due to lower headcount, partially offset by the increase in restructuring costs in 2013 compared to 2012. Italy’s OUP margin was 4.9%, 4.3% and 5.9% in 2013, 2012 and 2011, respectively. Italy’s margin increase in 2013 was due to the decrease in salary-related and lease costs from lower headcount and fewer offices, partially offset by the increase in 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, respectively. Other Southern Europe’s slight margin increase in 2013 was due to the decrease in organic salary-related costs partially offset by the decrease in the gross profit margin and increase in 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 did not fully compensate for the deleveraging of expenses as we did not decrease selling and administrative expenses to the extent of the revenue decline as well the margin decrease in Italy due to the decrease in gross profit margin and deleveraging of expenses.

Management’s Discussion & Analysis ManpowerGroup 2013 Annual Report

MANAGEMENT’S DISCUSSION & ANALYSIS

of financial condition and results of operations

Northern Europe — In Northern Europe, which includes operations in the United Kingdom, the Nordics, Germany and the Netherlands (comprising 30.7%, 23.1%, 12.1%, and 9.6%, respectively, of Northern Europe’s revenues), revenues from services decreased 0.6% (–1.7% in constant currency and –2.3% in organic constant currency) in 2013 as compared to 2012. The decrease in revenues from services was primarily attributable to the 8.2% decline in constant currency in our Experis business line, which saw softening demand for IT services among our larger clients, in both our interim and permanent recruitment businesses.

In 2012, revenues from services in Northern Europe decreased 6.3% (–1.3% in 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 utilization in our Manpower business line in Sweden and new collective labor agreements and higher holiday pay costs in Germany, encountered general pricing pressures in several markets, 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/interim margins as we had an increase of unbillable labor due to lower bench utilization and higher vacation pay in Germany and Sweden, and general pricing pressures in the Netherlands. The decrease in 2012 was also due to the business mix changes in 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 and administrative expenses decreased 3.8% (–5.3% decrease in constant 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 in 2013 compared to $13.2 million in 2012 and the additional recurring selling and administrative costs resulting from an acquisition in April 2013. In 2012, selling and administrative expenses decreased 9.6% (–4.4% in constant currency) compared to 2011 due primarily to lower headcount, which reduced compensation-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 in 2013 as the decrease in compensation-related expenses and lease costs as well as additional cost savings from the simplification and cost recalibration plan was not enough to offset the decrease in the gross profit margin and the increase in restructuring costs in 2013. The margin decline in 2012 was primarily due to the decline in gross profit margin.

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 from services decreased 3.7% in constant currency due primarily to soft demand for our staffing/interim services as a result of legislative changes and fewer billing days in 2013 compared to 2012, and the run-off of a large TBO client contract that began to wind down in early 2013, partially offset by a 31.7% increase in constant currency in the permanent recruitment business. 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 2012, revenues from services for APME increased 2.5% (3.1% in constant currency and 1.6% in 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%, respectively. In Japan, we saw a slight decrease

34	ManpowerGroup 2013 Annual Report Management’s Discussion & Analysis

of 0.2% in constant currency for 2012 due to 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 were down 6.0% in constant currency for 2012 compared to 2011 due to the decreased demand resulting from their economic slowdown.

Gross profit margin decreased in 2013 compared to 2012 due to a decrease in our staffing/interim gross profit margin from modest pricing pressures and change in business mix, as well as the 5.3% decline in 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 staffing/interim business.

Selling and administrative expenses decreased 10.4% (–1.6% in constant currency) in 2013 compared to 2012 related to reduced compensation-related expenses such as salaries and variable incentive-based costs due to lower headcount, partially offset by an increase in restructuring costs to $6.2 million recorded in 2013 compared to $0.7 million in 2012. In 2012, selling and administrative expenses decreased 3.6% (–3.5% in constant currency) compared to 2011 due to productivity improvements along with tighter expense controls.

OUP margin for APME was 2.9%, 3.3%, and 3.0% in 2013, 2012 and 2011, respectively. The OUP margin decrease in 2013 was due to the decrease in our gross profit margin, increase in restructuring costs and the impact of fewer billing days, partially offset by the decrease in salary-related costs due to lower headcount. The improvement in 2012 was due to productivity improvements and tighter expense controls as we were able to decrease our selling and administrative expenses while revenues increased.

Right Management — Right Management is a leading global provider of talent 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 decreased 3.6% (–2.1% in constant currency) due to the 7.1% (–6.6% in constant currency) decline in demand for our talent management business. Our counter-cyclical outplacement services remained flat in constant currency in 2013 compared to 2012.

In 2012, revenues from services increased 1.5% (3.4% in constant currency). The increase was due to the growth in our outplacement services, which were up 10.1% (12.2% in constant currency) in 2012 compared to 2011, partially offset by a 12.8% (11.2% in constant currency) decline in demand for our talent management business, as we saw a longer sales cycle as clients deferred their discretionary spending.

Gross profit margin decreased in 2013 compared to 2012 due to the margin deterioration in both the outplacement business and talent management business, partially offset by the change in business mix as the higher-margin outplacement business represented a greater percentage of the revenue mix. In 2012, gross profit margin increased due to the margin improvement in each business line and the business mix changes 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 administrative expenses decreased 8.5% (–7.5% in constant currency) compared to 2012 due to the cost savings from the simplification and cost recalibration plan put in place in 2012, partially offset by an increase in restructuring costs to $14.0 million in 2013 compared to $10.9 million in 2012. In 2012, selling and administrative expenses decreased 1.7% (0.4% increase in 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% and –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 in the gross profit margin and the increase in 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 million of restructuring costs incurred in 2012 compared to $5.5 million in 2011.

Management’s Discussion & Analysis ManpowerGroup 2013 Annual Report

MANAGEMENT’S 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.)


Amounts represent 2013 Percentages represent 2013 compared to 2012	Reported Amount (in millions)		Reported Variance			Impact of Currency			Variance in Constant Currency			Impact of Acquisitions (in Constant Currency)			Organic Constant Currency 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	)%
Gross 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		53.8		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	)		(8.7	)		(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	ManpowerGroup 2013 Annual Report Management’s Discussion & Analysis


Amounts represent 2012 Percentages represent 2012 compared to 2011	Reported Amount (in millions)		Reported Variance			Impact of Currency			Variance in Constant Currency			Impact of Acquisitions (in Constant Currency)			Organic Constant Currency 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 Europe:
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		(11.7	)		(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 Profit — ManpowerGroup	$	3,442.0		(7.1	)%		(4.1	)%		(3.0	)%		0.7	%		(3.7	)%
Operating Unit Profit
Americas:
United States	$	60.8		(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		N/A			N/A			N/A			—			N/A
Operating Profit — ManpowerGroup	$	411.7		(21.5	)%		(5.0	)%		(16.5	)%		0.7	%		(17.2	)%

Cash Sources and Uses

Cash used to fund our operations is primarily generated through operating activities and provided by our existing credit facilities. We believe that our available cash and our existing credit facilities are sufficient to cover our cash needs for the foreseeable future. We assess and monitor our liquidity 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 entities. 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 States 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.

Management’s Discussion & Analysis ManpowerGroup 2013 Annual Report

MANAGEMENT’S DISCUSSION & ANALYSIS

of financial condition and results of operations

Our principal ongoing cash needs are to finance working capital, capital expenditures, debt payments, interest expense, share repurchases, dividends and acquisitions. Working capital is primarily in the form of trade receivables, which generally increase as revenues increase. The amount of financing necessary to support revenue growth depends on receivables turnover, which differs in each market where we operate.

Cash provided by operating activities was $396.7 million, $331.6 million and $69.2 million for 2013, 2012 and 2011, respectively. The increase in cash generated from operating activities in 2013 from 2012 is primarily attributable to the higher operating earnings in 2013. The increase in 2012 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 Sales Outstanding (“DSO”). Changes in operating assets and liabilities utilized $50.9 million of cash in 2013 as compared to $13.8 million in 2012 and $367.6 million in 2011.

Accounts receivable increased to $4,277.9 million as of December 31, 2013 from $4,179.0 million as of December 31, 2012, primarily due to increased business volume and the change in exchange rates. Utilizing exchange rates as of December 31, 2012, the December 31, 2013 balance would have been approximately $32.8 million lower than reported.

Capital expenditures were $44.7 million, $72.0 million and $64.9 million during 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, $3.3 million and $0.4 million in 2013, 2012 and 2011, respectively.

From time to time, we acquire and invest in companies throughout the world, including franchises. The total cash consideration paid for acquisitions, net of cash acquired, for the years ended December 31, 2013, 2012 and 2011 was $46.3 million, $49.0 million and $49.0 million, respectively. Goodwill and intangible assets resulting from the 2013 acquisitions, the majority 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 resulting from the 2012 acquisitions were $46.2 million and $7.6 million as of December 31, 2012, respectively.

On April 16, 2012, we acquired Damilo Group (“Damilo”), a French firm specializing in 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 transaction were €33.8 ($44.6) million and €17.9 ($23.6) million, 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 the shares and voting rights of Proservia SA (“Proservia”), a provider of information technology and systems engineering solutions in France. The purchase price 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 €9.4 ($12.4) 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 facilities when appropriate.

In December 2012 and November 2011, the Board of Directors authorized the repurchase of 8.0 million and 3.0 million shares of our common stock, respectively. Share repurchases may be made from 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 facilities. 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 authorizations at a total cost of $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	ManpowerGroup 2013 Annual Report Management’s Discussion & Analysis

We have aggregate commitments of $1,543.2 million related to debt, operating leases, severances and office closure costs, and certain other commitments, as follows:


(in millions)	Total		2014		2015–2016		2017–2018		Thereafter
Long-term debt including interest	$	580.0	$	23.4	$	44.2	$	512.4	$	—
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		48.4		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 liability for unrecognized tax benefits, including related interest and penalties, of $30.4 million is excluded from the commitments above as we cannot determine the years in which these positions might 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 expenses, primarily related to severances and office closures and consolidations in multiple countries. These expenses are net of reversals of previous accruals resulting mainly from larger-than-estimated cost savings from subleasing and lease buyouts. During 2013, we made payments of $82.4 million out of our restructuring reserve. We expect a majority of the remaining $48.4 million reserve will be paid in 2014. (See Note 1 to the Consolidated Financial Statements for 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 for guarantees, respectively, and $38.3 million and $37.9 million for stand-by letters of credit, respectively). Guarantees primarily relate to bank accounts, operating leases and indebtedness. The stand-by letters of credit relate to workers’ compensation, operating leases and indebtedness. If certain conditions were met under these arrangements, we would be required to satisfy our obligation in cash. Due to the nature of these arrangements and our historical experience, we do not expect to make any significant payments under these arrangements. Therefore, they have been excluded from our aggregate commitments identified above. The cost of these guarantees and letters of credit was $1.8 million and $1.7 million in 2013 and 2012, respectively.

Total capitalization as of December 31, 2013 was $3,432.1 million, comprised of $517.9 million in debt and $2,914.2 million in equity. Debt as a percentage of total capitalization was 15%, 24% and 22% as of December 31, 2013, 2012 and 2011, respectively. The decrease in 2013 in debt as a percentage of total capitalization is primarily due to the repayment of the euro-denominated notes with available cash.

EURO NOTES

On June 14, 2013, upon maturity, we paid off our €200.0 million aggregate principal amount of 4.75% notes with available cash.

On June 22, 2012, we offered 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 the €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 million Notes are unsecured senior obligations and rank equally with all of 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 price determined in accordance with the term of the €350.0 million Notes. The notes also contain certain customary non-financial restrictive covenants and events of default.

Management’s Discussion & Analysis ManpowerGroup 2013 Annual Report

MANAGEMENT’S DISCUSSION & ANALYSIS

of financial condition and results of operations

When the €350.0 million Notes mature, we plan to repay the amount with 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 condition of the credit markets at that time. We currently do not anticipate any problems accessing the credit markets should we decide to replace the €350.0 million Notes.

The €350.0 million Notes have 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 borrowings, translation gains or losses related to these borrowings are included as a component of accumulated other comprehensive income. (See Significant Matters Affecting Results of Operations and Notes 7 and 12 to the Consolidated Financial Statements for further information.)

REVOLVING CREDIT 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 to be extended by an additional year twice during the term of 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.

The Amended Agreement allows for borrowing in 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 $0.9 million as of both December 31, 2013 and 2012. Additional borrowings of $599.1 million and $799.1 million were available to us under the facility as of December 31, 2013 and 2012, respectively.

Under the Amended Agreement, a credit ratings-based pricing grid determines the facility fee and the credit spread that we add to the applicable interbank borrowing rate on all borrowings. At our current credit rating, the annual facility fee is 22.5 bps paid on the entire $600.0 million facility and the credit spread is 127.5 bps on any borrowings. Any downgrades from the credit rating agencies would unfavorably impact our facility fees and result in additional costs ranging from approximately $0.2 million to $0.3 million annually.

The Amended Agreement contains customary restrictive covenants pertaining to our management and operations, including limitations on the amount of subsidiary debt that we may incur and limitations on our ability to pledge assets, as well as financial covenants requiring, among other things, that we comply with a leverage ratio (net 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. 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, certain monetary and non-monetary judgments, change of control and customary ERISA defaults.

As defined in the Amended Agreement, we had a net Debt-to-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 the minimum required ratio of 1.5 to 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 cannot exceed $300.0 million in the first, second and fourth quarters, and $600.0 million in the third quarter of each year. Due to these limitations, additional borrowings of $263.0 million could have been made under these lines as of December 31, 2013.

In January 2013, Moody’s Investors Services lowered our credit outlook from positive to stable, while maintaining the Baa3 credit rating. Our credit rating from Standard and Poor’s is BBB- 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 the current credit ratings are investment grade.

40	ManpowerGroup 2013 Annual Report Management’s Discussion & Analysis

Application of Critical Accounting Policies

The preparation of our financial statements in conformity with accounting principles generally accepted in 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 of 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 of the accounts receivable balance that may not be collected. This allowance is calculated on an entity-by-entity basis with consideration for historical write-off experience, the current aging of receivables and a specific review for potential bad debts. Items that affect this balance mainly include bad debt expense and write-offs of accounts receivable balances.

Bad debt expense, which increases our allowance for doubtful accounts, is 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 primarily relate to increased bankruptcies by our clients and other difficulties collecting amounts billed. On the other hand, an improved write-off experience and aging of receivables would result in a decrease to the provision.

Write-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 determining the proper reserve levels. These reserves involve significant estimates or judgments that are material to our financial statements.

Defined Benefit Pension Plans

We sponsor several qualified and nonqualified pension plans covering permanent employees. The most significant plans are located in the United Kingdom, the United States, Norway and other European countries. Annual expense relating to these plans is recorded as selling and administrative expense and is estimated to be approximately $12.6 million in 2014, compared to $11.8 million, $12.6 million and $9.7 million in 2013, 2012 and 2011, respectively. Included in the 2013 expense was a $2.3 million curtailment gain resulting from an amendment to a defined benefit plan in the Netherlands. Effective January 1, 2013, the Netherlands’ defined benefit plan was frozen, and the participants were transitioned to a defined contribution plan.

The calculations of annual pension expense and the pension liability required at year-end include various actuarial assumptions such as discount rates, expected rate of return on plan assets, compensation increases and employee turnover rates. We review the actuarial assumptions on an annual basis and make modifications to the assumptions as necessary. We review market data and historical rates, on a country-by-country basis, to check for reasonableness in 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 is determined based on the expected returns of the various investment asset classes held in 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 weighted-average discount rate of 4.6% for the United States plans and 4.1% for non-United States plans in determining the estimated pension expense for 2014. These rates compare to the weighted-average discount rate of 3.7% for the United States plans and 4.2% for non-United States plans in determining the estimated pension expense for 2013, and reflect the current interest rate environment. 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-United States plans, respectively. We have selected a weighted-average expected return on plan assets of 6.0% for the United States plans and 4.5% for the non-United States plans in determining the estimated pension expense for 2014. The comparable rates used for the calculation of the 2013 pension expense were

Management’s Discussion & Analysis ManpowerGroup 2013 Annual Report

MANAGEMENT’S DISCUSSION & ANALYSIS

of financial condition and results of operations

6.0% and 4.0% for the United States plans and non-United States plans, respectively. A 25 basis point change in 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 in the past or are expected in the future. (See Note 8 to the Consolidated Financial Statements for further information.)

United States Workers’ Compensation

In the United States, we are under a self-insured retention program in 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 million, respectively. Workers’ compensation expense is recorded as a component of cost of services.

There are two main factors that impact workers’ compensation expense: the number of claims and the cost per claim. 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 industrial work), and the safety of the environment where the work is performed. The cost per claim is driven primarily by the severity of the injury, related medical costs and lost-time wage costs. A 10% change in the number of claims or cost per claim would impact workers’ compensation expense in the United States by approximately $3.0 million.

Historically, we have not had significant changes in 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 in our workers’ compensation reserve in the near future.

Social Program Remittances and Payroll Tax Audit Exposure

On a routine basis, various governmental agencies in some of the countries and territories in which we operate audit our payroll tax calculations and our compliance with other payroll-related regulations. These audits focus primarily on documentation requirements and our support for our payroll tax remittances. Due to the nature of our business, the number 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 the 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 administrative expenses, as appropriate. Each country’s estimate is based on the results 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 that 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 it 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 in the near term.

In particular, the 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 these programs for 2007 through 2013, which has been estimated based on the results of past audits, changes in business volumes and the assessments related to the audit of 2009 through 2011. While some adjustment may be appropriate as we finalize the audits, we do not expect any significant adjustments to the recorded amount in the near term.

The French government passed legislation 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’Impôt pour la Compétitivité et l’Emploi (“CICE”), provides credits based on a percentage of wages paid to employees receiving less than two-and-a-half times the French minimum wage. The payroll tax credit is equal to 4% of

42	ManpowerGroup 2013 Annual Report Management’s Discussion & Analysis

eligible wages in 2013 and increases to 6% of eligible wages starting in 2014. We intend to use the credit to invest in employment opportunities 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 for pricing concessions, either of which could reduce the net benefit 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 credit is accounted for as a reduction of our cost of services in the period earned, and has had a favorable impact on our consolidated gross profit margin, as well as margins in France and Southern Europe.

The payroll tax credit is creditable against our current income tax payable, with any remaining amount being paid after 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 agreement 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 in cost of services. We received the cash from the sale in December, which improved our operating cash flows in the fourth quarter of 2013.

In France, during the second quarter of 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 French temporary associates. While we receive claims in the normal course of business, there was a significant increase in claims made during the second quarter due to an impending change in the French statute of limitations that reduced the claims period from 10 to 5 years for claims filed after June 2013. We did not receive any claims in 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 to have a material impact on our consolidated financial statements or the results of our France and Southern Europe segments.

DEFERRED REVENUE

We recognize revenues under the current accounting guidance on revenue recognition. The accounting guidance generally provides that revenues for time-based services be recognized over the average length of the services being provided. For the outplacement line of business, we recognize revenues from individual programs and for larger projects over the estimated period in 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 contracts, we defer recognizing revenues until the performance criteria have been met.

Significant factors impacting deferred revenue are the type of programs and projects sold and the volume of current billings for new programs and projects. Over time, an increasing volume of new billings will generally result in higher amounts of deferred revenue, while decreasing levels of new billings will generally result in lower amounts of deferred revenue. As of December 31, 2013 and 2012, the current portion of deferred revenue was $48.5 million 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 in accordance with the accounting guidance on income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We record a valuation allowance against deferred tax assets for which utilization of the asset is not likely.

Management’s Discussion & Analysis ManpowerGroup 2013 Annual Report

MANAGEMENT’S DISCUSSION & ANALYSIS
of financial condition and results of operations

The accounting guidance related to uncertain tax positions requires an evaluation process for all tax positions taken that involves a review of probability for 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 which 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 that tax rates are modified, or our estimates of future taxable income change, such that deferred tax assets or liabilities are expected to be recovered or settled at a different tax rate than currently estimated. In addition, valuation allowances may need to be adjusted in the event that our estimate of future taxable income changes from the amounts currently estimated. We have unrecognized tax benefits related to items in various countries and territories. To the extent these items are settled for 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 locations worldwide, as well as the tax rate that 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 for the year.

GOODWILL AND INDEFINITE-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, or 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 of 2013 and 2012, and there was no impairment of our goodwill or our indefinite-lived intangible assets.

Significant assumptions used in our annual goodwill impairment test during the 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.

The table below provides a sample of our reporting units’ estimated 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 consolidated goodwill balance as of September 30, 2013.

(in millions)	United States		Netherlands		France		Right Management
Estimated fair values	$	1,143.0	$	148.9	$	1,577.0	$	258.8
Carrying values		977.8		110.9		537.6		137.8

Significant Matters Affecting Results of Operations

MARKET RISKS

We are exposed to the impact of foreign currency exchange rate fluctuations and interest rate changes.

Exchange Rates — Our exposure to foreign currency exchange rates relates primarily to our foreign subsidiaries and our euro-denominated borrowings. For our foreign subsidiaries, exchange rates impact the United States dollar value of our reported earnings, our investments in the subsidiaries and the intercompany transactions with the subsidiaries.

44	ManpowerGroup 2013 Annual Report 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 services. 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 of December 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 economic gains or losses. 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. We generally have few cross-border transfers of funds, except for transfers to the United States for payment of license 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 hedges. 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 & Analysis ManpowerGroup 2013 Annual Report

MANAGEMENT’S DISCUSSION & ANALYSIS
of financial condition and results of operations

Interest Rates — Our exposure to 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 and interest rate swap agreements. As of December 31, 2013, we had the following fixed- and variable- rate borrowings:

(in millions)	Amount		Weighted- Average Interest Rate(1)
Variable-rate borrowings	$	34.2		12.5	%
Fixed-rate borrowings		483.7		4.5
Total debt	$	517.9		5.0	%

(1) The rates are impacted by currency exchange rate movements.

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 the United States dollar.

The hypothetical impact on 2013 and 2012 earnings and accumulated other comprehensive income of the stated change in rates is as follows:

2013 (in millions)	Movements In Exchange Rates
Market Sensitive Instrument	10% Depreciation			10% Appreciation
Euro notes:
€350.0, 4.51% Notes due June 2018	$	48.1	(1)	$	(48.1	)(1)
Forward contracts:
£7.8 to $12.5		1.3			(1.3	)

2012 (in millions)	Movements In Exchange Rates
Market Sensitive Instrument	10 % Depreciation			10% Appreciation
Euro notes:
€200.0, 4.86% Notes due June 2013	$	26.4	(1)	$	(26.4	)(1)
€350.0, 4.51% Notes due June 2018		46.2	(1)		(46.2	)(1)
Forward contracts:
£4.0 to $6.4		0.6			(0.6	)

(1)	Exchange rate movements are recorded through accumulated other comprehensive income as these instruments have been designated as an economic hedge of our net investment in subsidiaries with a euro-functional currency.

The hypothetical changes in the fair value of our market sensitive instruments due to changes in interest rates, and changes in foreign currency exchange rates for the forward contracts, are as follows:

As of December 31, 2013
Market Sensitive Instrument (in millions)	10% Decrease			10% Increase
Fixed-rate debt:
€350.0, 4.51% Notes due June 2018	$	52.0	(1)	$	(52.0	)(1)
Forward contracts:
£7.8 to $12.5		1.3			(1.3	)

As of December 31, 2012
Market Sensitive Instrument (in millions)		10% Decrease			10% Increase
Fixed-rate debt:
€200.0, 4.86% Notes due June 2013	$	26.8	(1)	$	(26.8	)(1)
€350.0, 4.51% Notes due June 2018		51.1	(1)		(51.1	)(1)
Forward contracts:
£4.0 to $6.4		0.6			(0.6	)

(1)	This change in fair value is not recorded in the Consolidated Financial Statements, however disclosure of the fair value is included in Note 1 to the Consolidated Financial Statements.

46	ManpowerGroup 2013 Annual Report Management’s Discussion & Analysis

IMPACT OF ECONOMIC CONDITIONS

One of the principal attractions of using workforce solutions and service providers is 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 of an adverse economic cycle in any single country or industry. However, adverse economic conditions in any of our largest markets, or in several markets simultaneously, would have a material impact on our consolidated financial results.

LEGAL REGULATIONS

The workforce solutions and services industry is closely regulated in all of the major markets in which we operate except the United States and Canada. Many countries and territories impose licensing or registration requirements and substantive restrictions on employment services, either on the provider of recruitment 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 length of assignments, the type of work permitted or the occasions on which contingent workers may be used. Changes in applicable laws or regulations have occurred in the past and are expected in the future to affect the extent to 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 agreements 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 or industry-wide (rather than a company-by-company) basis. Changes in these collective bargaining agreements have occurred in the past, are expected to occur in the future, and may have a material impact on the operations of workforce solutions and services firms, including 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 (representing two major temporary worker employers’ associations) entered into a new Collective Labor Agreement effective November 2013. The agreement required higher 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 and July 2013. These changes will all have an unfavorable impact on our gross profit margin in Germany, as we pass on many of these additional costs to the client without a mark-up. However, we currently do not expect a significant impact on our consolidated or Northern Europe financial 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 in place by law in many countries; therefore, we have not seen any significant changes. We have seen a decline in gross profit margin in 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 from 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 the 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 legislation will increase the 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 is no assurance that we will be fully successful.

Management’s Discussion & Analysis ManpowerGroup 2013 Annual Report

MANAGEMENT’S DISCUSSION & ANALYSIS
of financial condition and results of operations

RECENTLY ISSUED ACCOUNTING STANDARDS

See Note 1 to the Consolidated Financial Statements.

FORWARD-LOOKING STATEMENTS

Statements made in this annual report that are not statements of historical fact are forward-looking statements. All forward-looking statements involve risks and uncertainties. The information under the heading “Forward-Looking Statements” in our annual report on Form 10-K for the year ended December 31, 2013, which information is 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 in our annual report on Form 10-K may be beyond our control. Forward-looking statements 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 time the statement is made. We undertake no obligation to update any forward-looking statements to reflect subsequent events or circumstances.

48	ManpowerGroup 2013 Annual Report Management's Discussion & Analysis

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(f) 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

Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of ManpowerGroup 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 operations, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in 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 the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting 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, in all material respects, the financial position of the Company as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in 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 Commission and our report dated February 21, 2014 expressed an unqualified opinion on the Company’s internal control over financial reporting.

Milwaukee, Wisconsin
February 21, 2014

50	ManpowerGroup 2013 Annual Report Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of ManpowerGroup Inc.

We have audited the internal control over financial reporting of ManpowerGroup Inc. and subsidiaries (the “Company”) 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 Commission. The Company’s management is responsible for maintaining 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 opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in 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 in 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 in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, 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 in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that 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 are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely 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 financial 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 timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations 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 year ended December 31, 2013 of the Company and our report dated February 21, 2014 expressed an unqualified opinion on those financial statements.

Milwaukee, Wisconsin
February 21, 2014

Report of Independent Registered Public Accounting Firm ManpowerGroup 2013 Annual Report

CONSOLIDATED STATEMENTS OF OPERATIONS
in millions, except per share data

Year Ended December 31		2013		2012		2011
Revenues from services	$	20,250.5	$	20,678.0	$	22,006.0
Cost of services		16,883.8		17,236.0		18,299.7
Gross profit		3,366.7		3,442.0		3,706.3
Selling and administrative expenses		2,854.8		3,030.3		3,182.1
Operating profit		511.9		411.7		524.2
Interest and other expenses		36.4		43.3		44.3
Earnings before income taxes		475.5		368.4		479.9
Provision for income taxes		187.5		170.8		228.3
Net earnings	$	288.0	$	197.6	$	251.6
Net earnings per share — basic	$	3.69	$	2.49	$	3.08
Net earnings per share — diluted	$	3.62	$	2.47	$	3.04
Weighted average shares — basic		78.0		79.5		81.6
Weighted average shares — diluted		79.6		80.1		82.8

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
in millions

Year Ended December 31		2013			2012			2011
Net earnings	$	288.0		$	197.6		$	251.6
Other comprehensive income (loss):
Foreign currency translation adjustments		52.7			0.2			(56.4	)
Translation adjustments on net investment hedge, net of income taxes of $(5.4), $(4.8), $7.9, respectively		(9.5	)		(7.9	)		12.9
Translation adjustments of long-term intercompany loans		(0.2	)		15.7			1.2
Unrealized (loss) gain on investments, net of income taxes of $(2.3), $1.1 and $0.0, respectively		(0.3	)		3.6			0.2
Defined benefit pension plans and retiree health care plan, net of income taxes of $5.2, $(4.3) and $(4.8), respectively		5.1			(12.5	)		(9.6	)
Total other comprehensive income (loss)	$	47.8		$	(0.9	)	$	(51.7	)
Comprehensive income	$	335.8		$	196.7		$	199.9

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

52	ManpowerGroup 2013 Annual Report Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income

CONSOLIDATED BALANCE SHEETS
in millions, except share and per share data

December 31		2013			2012
ASSETS
Current Assets
Cash and cash equivalents	$	737.6		$	648.1
Accounts receivable, less allowance for doubtful accounts of $118.6 and $118.0, respectively		4,277.9			4,179.0
Prepaid expenses and other assets		161.3			172.9
Future income tax benefits		66.2			60.6
Total current assets		5,243.0			5,060.6
Other Assets
Goodwill		1,090.9			1,041.3
Intangible assets, less accumulated amortization of $247.9 and $213.2, respectively		309.1			330.6
Other assets		479.3			395.3
Total other assets		1,879.3			1,767.2
Property and Equipment
Land, buildings, leasehold improvements and equipment		706.2			704.1
Less: accumulated depreciation and amortization		540.2			519.3
Net property and equipment		166.0			184.8
Total assets	$	7,288.3		$	7,012.6
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	1,523.9		$	1,466.5
Employee compensation payable		230.4			210.7
Accrued liabilities		536.1			533.8
Accrued payroll taxes and insurance		680.7			685.7
Value added taxes payable		502.5			472.5
Short-term borrowings and current maturities of long-term debt		36.0			308.0
Total current liabilities		3,509.6			3,677.2
Other Liabilities
Long-term debt		481.9			462.1
Other long-term liabilities		382.6			372.5
Total other liabilities		864.5			834.6
Shareholders’ Equity
Preferred stock, $.01 par value, authorized 25,000,000 shares, none issued		—			—
Common stock, $.01 par value, authorized 125,000,000 shares, issued 112,014,673 and 109,543,492 shares, respectively		1.1			1.1
Capital in excess of par value		3,014.0			2,873.2
Retained earnings		1,317.5			1,101.5
Accumulated other comprehensive income		82.2			34.4
Treasury stock at cost, 32,658,685 and 32,896,063 shares, respectively		(1,500.6	)		(1,509.4	)
Total shareholders’ equity		2,914.2			2,500.8
Total liabilities and shareholders’ equity	$	7,288.3		$	7,012.6

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

Consolidated Balance Sheets ManpowerGroup 2013 Annual Report

CONSOLIDATED STATEMENTS OF CASH FLOWS
in millions

Year Ended December 31		2013			2012			2011
Cash Flows from Operating Activities
Net earnings	$	288.0		$	197.6		$	251.6
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		94.3			100.5			104.4
Deferred income taxes		17.0			(11.6	)		24.8
Provision for doubtful accounts		24.1			29.2			25.9
Share-based compensation		31.5			30.0			31.4
Excess tax benefit on exercise of share-based awards		(7.3	)		(0.3	)		(1.3	)
Change in operating assets and liabilities, excluding the impact of acquisitions:
Accounts receivable		(82.6	)		48.3			(417.1	)
Other assets		(35.9	)		(9.2	)		(48.2	)
Other liabilities		67.6			(52.9	)		97.7
Cash provided by operating activities		396.7			331.6			69.2
Cash Flows from Investing Activities
Capital expenditures		(44.7	)		(72.0	)		(64.9	)
Acquisitions of businesses, net of cash acquired		(46.3	)		(49.0	)		(49.0	)
Proceeds from the sale of property and equipment		3.4			3.7			4.4
Cash used in investing activities		(87.6	)		(117.3	)		(109.5	)
Cash Flows from Financing Activities
Net change in short-term borrowings		(5.7	)		(6.7	)		15.6
Proceeds from long-term debt		3.9			751.6			0.8
Repayments of long-term debt		(269.5	)		(703.2	)		(1.1	)
Proceeds from share-based awards		101.0			6.0			29.5
Other share-based transactions, net		16.1			(6.3	)		1.3
Repurchases of common stock		—			(138.2	)		(104.5	)
Dividends paid		(72.0	)		(67.8	)		(65.1	)
Cash used in financing activities		(226.2	)		(164.6	)		(123.5	)
Effect of exchange rate changes on cash		6.6			17.9			(28.3	)
Net increase (decrease) in cash and cash equivalents		89.5			67.6			(192.1	)
Cash and cash equivalents, beginning of year		648.1			580.5			772.6
Cash and cash equivalents, end of year	$	737.6		$	648.1		$	580.5
Supplemental Cash Flow Information
Interest paid	$	43.5		$	39.9		$	43.2
Income taxes paid, net	$	60.3		$	123.0		$	170.7

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

54	ManpowerGroup 2013 Annual Report Consolidated Statements of Cash Flows

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
in millions, except share and per share data

											Accumulated
					Capital in						Other
	Common Stock				Excess of			Retained			Comprehensive			Treasury
	Shares issued		Par Value		Par Value			Earnings			Income (Loss)			Stock			Total
Balance, January 1, 2011		108,294,605	$	1.1	$	2,781.7		$	785.2		$	87.0		$	(1,257.8	)	$	2,397.2
Net earnings									251.6									251.6
Other comprehensive loss												(51.7	)					(51.7	)
Issuances under equity plans, including tax benefits		781,732				33.1									(2.3	)		30.8
Share-based compensation expense						31.4												31.4
Dividends ($0.80 per share)									(65.1	)								(65.1	)
Repurchases of common stock															(104.5	)		(104.5	)
Other						(6.3	)											(6.3	)
Balance, December 31, 2011		109,076,337		1.1		2,839.9			971.7			35.3			(1,364.6	)		2,483.4
Net earnings									197.6									197.6
Other comprehensive loss												(0.9	)					(0.9	)
Issuances under equity plans, including tax benefits		467,155				3.3									(6.6	)		(3.3	)
Share-based compensation expense						30.0												30.0
Dividends ($0.86 per share)									(67.8	)								(67.8	)
Repurchases of common stock															(138.2	)		(138.2	)
Balance, December 31, 2012		109,543,492		1.1		2,873.2			1,101.5			34.4			(1,509.4	)		2,500.8
Net earnings									288.0									288.0
Other comprehensive income												47.8						47.8
Issuances under equity plans, including tax benefits		2,471,181				109.3									8.8			118.1
Share-based compensation expense						31.5												31.5
Dividends ($0.92 per share)									(72.0	)								(72.0	)
Balance, December 31, 2013		112,014,673	$	1.1	$	3,014.0		$	1,317.5		$	82.2		$	(1,500.6	)	$	2,914.2

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

Consolidated Statements of Shareholders’ Equity ManpowerGroup 2013 Annual Report

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
in millions, except share and per share data

01.
Summary of Significant Accounting Policies

NATURE OF OPERATIONS

ManpowerGroup Inc. is a world leader in the innovative workforce solutions and services industry. Our global network of 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. Our largest operations, based on revenues, are located in the United States, France, Italy and the United Kingdom. We specialize in permanent, temporary and contract recruitment and assessment; training and development; outsourcing; career management and workforce consulting services. We provide services to a wide variety of clients, none of which individually comprise a significant portion of revenues for us as a whole.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from these estimates.

BASIS OF CONSOLIDATION

The Consolidated Financial Statements include our operating results and the operating results of all of our subsidiaries. For subsidiaries in which we have an ownership interest of 50% or less, but more than 20%, the Consolidated Financial Statements reflect our ownership share of those earnings using the equity method of accounting. These investments, as well as certain other relationships, are also evaluated for consolidation under the accounting guidance on consolidation of variable interest entities. These investments were $140.2 and $85.3 as of December 31, 2013 and 2012, respectively, and are included in other assets in the Consolidated Balance Sheets. Included in shareholders’ equity as of December 31, 2013 and 2012 are $74.4 and $67.2, respectively, of unremitted earnings from investments accounted for using the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation.

During the third quarter of 2013, we determined that the carrying amount of the equity interest in our Swiss franchise was understated by $37.7 due to an error in recording the currency effect on the investment. We believe that the error was not material to the Consolidated Financial Statements for the year ended December 31, 2013 or the prior period consolidated financial statements. Accordingly, we recorded an adjustment to increase other assets and accumulated other comprehensive income by $37.7 on the Consolidated Balance Sheet effective September 30, 2013 and the impact is included in foreign currency translation adjustments on the Consolidated Statements of Comprehensive Income for the year ended December 31, 2013. There was no impact to the Consolidated Statements of Operations or Consolidated Statements of Cash Flows for any period presented.

REVENUES AND RECEIVABLES

We generate revenues from sales of services by our company-owned branch operations and from fees earned on sales of services by our franchise operations. Revenues are recognized as services are performed. The majority of our revenues are generated by our recruitment business, where billings are generally negotiated and invoiced on a per-hour basis. Accordingly, as contingent workers are placed, we record revenues based on the hours worked. Permanent recruitment revenues are recorded as placements are made. Provisions for sales allowances, based on historical experience, are recognized at the time the related sale is recognized.

Our franchise agreements generally state that franchise fees are calculated based on a percentage of revenues. We record franchise fee revenues monthly based on the amounts due under the franchise agreements for that month. Franchise fees, which are included in revenues from services, were $24.4, $23.9 and $25.2 for the years ended December 31, 2013, 2012 and 2011, respectively.

In our outplacement business, we recognize revenues from individual programs and for large projects over the estimated period in 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 contracts, we defer recognizing revenues until the performance criteria have been met.

56	ManpowerGroup 2013 Annual Report Notes to Consolidated Financial Statements

The amounts billed for outplacement, consulting services and performance-based contracts in excess of the amount recognized as revenues are recorded as deferred revenue and included in accrued liabilities for the current portion and other long-term liabilities for the long-term portion in our Consolidated Balance Sheets. As of December 31, 2013 and 2012, the current portion of deferred revenue was $48.5 and $55.7, respectively, and the long-term portion of deferred revenue was $10.0 and $17.1, respectively.

We record revenues from sales of services and the related direct costs in accordance with the accounting guidance on reporting revenue gross as a principal versus net as an agent. In situations where we act as a principal in the transaction, we report gross revenues and cost of services. When we act as an agent, we report the revenues on a net basis. Amounts billed to clients for out-of-pocket or other cost reimbursements are included in revenues from services, and the related costs are included in cost of services.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

Bad debt expense is recorded as selling and administrative expenses in our Consolidated Statements of Operations and was $24.1, $29.2 and $25.9 in 2013, 2012 and 2011, respectively. Factors that would cause this provision to increase primarily relate to increased bankruptcies by our clients and other difficulties collecting amounts billed. On the other hand, an improved write-off experience and aging of receivables would result in a decrease to the provision. Write-offs were $26.4, $23.2 and $25.0 for 2013, 2012 and 2011, respectively.

ADVERTISING COSTS

We expense production costs of advertising as they are incurred. Advertising expenses were $22.3, $27.2 and $34.0 in 2013, 2012 and 2011, respectively.

RESTRUCTURING COSTS

We recorded net restructuring costs of $89.4, $48.8 and $23.1 in 2013, 2012 and 2011, respectively, in selling and administrative expenses, primarily related to severances and office closures and consolidations in multiple countries and territories. These expenses are net of reversals of previous accruals resulting mainly from larger-than-estimated cost savings from subleasing and lease buyouts. During 2013, we made payments of $82.4 out of our restructuring reserve. We expect a majority of the remaining $48.4 reserve will be paid or utilized in 2014. Changes in the restructuring liability balances for each reportable segment and Corporate are as follows:

				Southern			Northern						Right
	Americas		(1)	Europe		(2)	Europe			APME			Management			Corporate			Total
Balance, January 1, 2012	$	4.0		$	4.2		$	11.8		$	1.2		$	8.2		$	—		$	29.4
Severance costs, net		5.8			2.1			8.3			0.7			3.1			9.2			29.2
Office closure costs, net		4.0			1.7			4.9			—			7.8			1.2			19.6
Costs paid or utilized		(9.3	)		(3.3	)		(9.4	)		(1.9	)		(12.5	)		(0.4	)		(36.8	)
Balance, December 31, 2012		4.5			4.7			15.6			—			6.6			10.0			41.4
Severance costs, net		15.2			6.2			24.7			2.7			9.1			4.4			62.3
Office closure costs, net		2.8			1.6			14.3			3.5			4.9			—			27.1
Costs paid or utilized		(15.7	)		(8.0	)		(32.4	)		(4.4	)		(8.3	)		(13.6	)		(82.4	)
Balance, December 31, 2013	$	6.8		$	4.5		$	22.2		$	1.8		$	12.3		$	0.8		$	48.4

(1)	Balance related to United States was $3.3 as of January 1, 2012. In 2012, United States incurred $3.4 for severance costs and $4.0 for office closure costs and paid/utilized $6.9, leaving a $3.8 liability as of December 31, 2012. In 2013, United States incurred $7.8 for severance costs and $1.8 for office closure costs and paid/utilized $8.3, leaving a $5.1 liability as of December 31, 2013.

(2)	Balance related to France was $3.5 as of January 1, 2012. In 2012, France incurred $1.7 for office closure costs and paid/utilized $1.4, leaving a $3.8 liability as of December 31, 2012. In 2013, France incurred $0.6 for severance costs and $1.6 for office closure costs and paid/utilized $2.5, leaving a $3.5 liability as of December 31, 2013. Italy had a $0.4 liability as of January 1, 2012. In 2012, Italy incurred $0.7 for severance costs and paid $0.2, leaving a $0.9 liability as of December 31, 2012. In 2013, Italy recorded severance costs of $3.4 and paid out $3.4, leaving a $0.9 liability as of December 31, 2013.

Notes to Consolidated Financial Statements ManpowerGroup 2013 Annual Report

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
in millions, except share and per share data

INCOME TAXES

FAIR VALUE MEASUREMENTS

The assets and liabilities measured and recorded at fair value on a recurring basis were as follows:


	Fair Value Measurements Using								Fair Value Measurements Using
			Quoted Prices in Active Markets for Identical		Significant Other Observable		Significant Unobservable				Quoted Prices in Active Markets for Identical		Significant Other Observable		Significant Unobservable
		December 31, 2013		Assets (Level 1)		Inputs (Level 2)		Inputs (Level 3)		December 31, 2012		Assets (Level 1)		Inputs (Level 2)		Inputs (Level 3)
Assets
Foreign currency forward contracts	$	0.3	$	—	$	0.3	$	—	$	0.1	$	—	$	0.1	$	—
Deferred compensation plan assets		71.6		71.6		—		—		58.7		58.7		—		—
	$	71.9	$	71.6	$	0.3	$	—	$	58.8	$	58.7	$	0.1	$	—

We determine the fair value of our deferred compensation plan assets, comprised of publicly traded securities, by using market quotes as of the last day of the period. The fair value of the foreign currency forward contracts is measured at the value from either directly or indirectly observable third parties.

The carrying values of cash and cash equivalents, accounts receivable, accounts payable, and other current assets and liabilities approximate their fair values because of the short-term nature of these instruments. The carrying value of our variable-rate long-term debt approximates fair value. The fair value of the euro-denominated notes, as observable at commonly quoted intervals (Level 2 inputs), was $520.1 and $778.8 as of December 31, 2013 and 2012, respectively, compared to a carrying value of $480.9 and $725.5, respectively.

GOODWILL AND OTHER INTANGIBLE ASSETS

We have goodwill, finite-lived intangible assets and indefinite-lived intangible assets as follows:

	2013						2012
			Accumulated						Accumulated
December 31	Gross		Amortization		Net		Gross		Amortization		Net
Goodwill(1)	$	1,090.9	$	—	$	1,090.9	$	1,041.3	$	—	$	1,041.3
Intangible assets:
Finite-lived:
Technology	$	19.6	$	19.6	$	—	$	19.6	$	19.6	$	—
Franchise agreements		18.0		17.9		0.1		18.0		16.1		1.9
Customer relationships		351.5		196.4		155.1		339.0		165.1		173.9
Other		16.2		14.0		2.2		15.2		12.4		2.8
		405.3		247.9		157.4		391.8		213.2		178.6
Indefinite-lived:
Tradenames(2)		54.0		—		54.0		54.0		—		54.0
Reacquired franchise rights		97.7		—		97.7		98.0		—		98.0
		151.7		—		151.7		152.0		—		152.0
Total intangible assets	$	557.0	$	247.9	$	309.1	$	543.8	$	213.2	$	330.6

(1)	Balances were net of accumulated impairment loss of $513.4 as of both December 31, 2013 and 2012.

(2)	Balances were net of accumulated impairment loss of $139.5 as of both December 31, 2013 and 2012.

58	ManpowerGroup 2013 Annual Report Notes to Consolidated Financial Statements

Amortization expense related to intangibles was $34.1, $36.7 and $38.9 in 2013, 2012 and 2011, respectively. Amortization expense expected in each of the next five years related to acquisitions completed as of December 31, 2013 is as follows: 2014 — $30.3, 2015 — $27.0, 2016 — $23.9, 2017 — $20.3 and 2018 — $18.0. The weighted-average useful lives of the technology, franchise agreements, customer relationships and other are 5, 10, 14 and 3 years, respectively. The tradenames have been assigned an indefinite life based on our expectation of renewing the tradenames, as required, without material modifications and at a minimal cost, and our expectation of positive cash flows beyond the foreseeable future. The reacquired franchise rights result from our franchise acquisitions in the United States and Canada completed prior to 2009.

We performed our annual impairment test of our goodwill and indefinite-lived intangible assets during the third quarter of 2013, 2012 and 2011, and there was no impairment of our goodwill or indefinite-lived intangible as a result of our annual tests.

We utilize a two-step method for determining goodwill impairment. In the first step, we determined the fair value of each reporting unit, generally by utilizing an income approach derived from a discounted cash flow methodology. For certain of our reporting units, a combination of the income approach (weighted 75%) and the market approach (weighted 25%) derived from comparable public companies was utilized. The income approach is developed from management’s forecasted cash flow data. Therefore, it represents an indication of fair market value reflecting management’s internal outlook for the reporting unit. The market approach utilizes the Guideline Public Company Method to quantify the respective reporting unit’s fair value based on revenues and earnings multiples realized by similar public companies. The market approach is more volatile as an indicator of fair value as compared to the income approach. We believe that each approach has its merits. However in the instances where we have utilized both approaches, we have weighted the income approach more heavily than the market approach because we believe that management’s assumptions generally provide greater insight into the reporting unit’s fair value.

Significant assumptions used in our goodwill impairment tests during 2013, 2012 and 2011 included: expected revenue growth rates, operating unit profit margins, working capital levels, discount rates ranging from 11.7% to 16.5% for 2013, and a terminal value multiple. The expected future revenue growth rates and the expected operating unit profit margins were determined after considering 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 our simplification and recalibration plan.

If the reporting unit’s fair value is less than its carrying value, we are required to perform a second step. In the second step, we allocate the fair value of the reporting unit to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a “hypothetical” calculation to determine the implied fair value of the goodwill. The impairment charge, if any, is measured as the difference between the implied fair value of the goodwill and its carrying value.

Under the current accounting guidance, we are also required to test our indefinite-lived intangible assets for impairment by comparing the fair value of the intangible asset with its carrying value. If the intangible asset’s fair value is less than its carrying value, an impairment loss is recognized for the difference.

MARKETABLE SECURITIES

We account for our marketable security investments under the accounting guidance on certain investments in debt and equity securities, and have determined that all such investments are classified as available-for-sale. Accordingly, unrealized gains and unrealized losses that are determined to be temporary, net of related income taxes, are included in accumulated other comprehensive income, which is a separate component of shareholders’ equity. Realized gains and losses, and unrealized losses determined to be other-than-temporary, are recorded in our Consolidated Statements of Operations. We had no available-for-sale investments as of December 31, 2013 or 2012.

Notes to Consolidated Financial Statements ManpowerGroup 2013 Annual Report

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
in millions, except share and per share data

We hold a 49% interest in our Swiss franchise, which maintained an investment portfolio with a market value of $204.2 and $192.5 as of December 31, 2013 and 2012, respectively. This portfolio is comprised of a wide variety of European and United States debt and equity securities as well as various professionally-managed funds, all of which are classified as available-for-sale. Our share of net realized gains and losses, and declines in value determined to be other-than-temporary, are included in our Consolidated Statements of Operations. For the years ended December 31, 2013, 2012 and 2011, realized gains totaled $3.6, $0.1 and $0.1, respectively, and realized losses totaled $1.4, $0.2 and $0.3, respectively. Our share of net unrealized gains and unrealized losses that are determined to be temporary related to these investments are included in accumulated other comprehensive income, with the offsetting amount increasing or decreasing our investment in the franchise.

CAPITALIZED SOFTWARE FOR INTERNAL USE

We capitalize purchased software as well as internally developed software. Internal software development costs are capitalized from the time the internal use software is considered probable of completion until the software is ready for use. Business analysis, system evaluation, selection and software maintenance costs are expensed as incurred. Capitalized software costs are amortized using the straight-line method over the estimated useful life of the software which ranges from 3 to 10 years. The net capitalized software balance of $4.6 and $10.6 as of December 31, 2013 and 2012, respectively, is included in other assets in the Consolidated Balance Sheets. Amortization expense related to the capitalized software costs was $5.6, $7.3 and $7.8 for 2013, 2012 and 2011, respectively.

PROPERTY AND EQUIPMENT

A summary of property and equipment as of December 31 is as follows:

		2013		2012
Land	$	6.2	$	6.8
Buildings		20.8		21.0
Furniture, fixtures, and autos		194.1		198.4
Computer equipment		168.1		169.2
Leasehold improvements		317.0		308.7
Property and equipment	$	706.2	$	704.1

Property and equipment are stated at cost and are depreciated using primarily the straight-line method over the following estimated useful lives: buildings — up to 40 years; furniture, fixtures, autos and computer equipment — 2 to 16 years; leasehold improvements — lesser of life of asset or expected lease term. Expenditures for renewals and betterments are capitalized whereas expenditures for repairs and maintenance are charged to income as incurred. Upon sale or disposition of property and equipment, the difference between the unamortized cost and the proceeds is recorded as either a gain or a loss and is included in our Consolidated Statements of Operations. Long-lived assets are evaluated for impairment in accordance with the provisions of the accounting guidance on the impairment or disposal of long-lived assets.

DERIVATIVE FINANCIAL INSTRUMENTS

We account for our derivative instruments in accordance with the accounting guidance on derivative instruments and hedging activities. Derivative instruments are recorded on the balance sheet as either an asset or liability measured at their fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portions of the changes in the fair value of the derivative are recorded as a component of accumulated other comprehensive income and recognized in the Consolidated Statements of Operations when the hedged item affects earnings. The ineffective portions of the changes in the fair value of cash flow hedges are recognized in earnings.

60	ManpowerGroup 2013 Annual Report Notes to Consolidated Financial Statements

FOREIGN CURRENCY TRANSLATION

The financial statements of our non-United States subsidiaries have been translated in accordance with the accounting guidance on foreign currency translation. Under the accounting guidance, asset and liability accounts are translated at the current exchange rate and income statement items are translated at the weighted-average exchange rate for the year. The resulting translation adjustments are recorded as a component of accumulated other comprehensive income, which is included in shareholders’ equity.

Our euro-denominated notes are accounted for as a hedge of our net investment in our subsidiaries with a euro-functional currency. Since our net investment in these subsidiaries exceeds the amount of the related borrowings, all translation gains or losses related to these borrowings are included as a component of accumulated other comprehensive income.

SHAREHOLDERS’ EQUITY

In December 2012 and November 2011, the Board of Directors authorized the repurchase of 8.0 million and 3.0 million shares of our common stock, respectively. Share repurchases may be made from 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 facilities. 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. In 2011, we repurchased a total of 2.6 million shares under previous authorizations at a total cost of $104.5. 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.

During 2013, 2012 and 2011, the Board of Directors declared total cash dividends of $0.92, $0.86 and $0.80 per share, respectively, resulting in total dividend payments of $72.0, $67.8 and $65.1, respectively.

CASH AND CASH EQUIVALENTS

We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

PAYROLL TAX CREDIT

In January 2013, the French government passed legislation, Credit d’Impôt pour la Compétitivité et l’Emploi (“CICE”), effective January 1, 2013, that provides payroll tax credits based on a percentage of wages paid to employees receiving less than two-and-a-half times the French minimum wage. The payroll tax credit is equal to 4% of eligible wages in 2013 and increases to 6% of eligible wages starting in 2014. The CICE payroll tax credit is accounted for as a reduction of our cost of services in the period earned.

The payroll tax credit is creditable against our current income tax payable, with any remaining amount being paid after three years. Given the amount of our current income taxes payable, we would generally receive the vast majority of these payroll tax 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. We derecognized these receivables upon sale date as the terms of the agreement 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 2013 payroll tax credits in cost of services.

Notes to Consolidated Financial Statements ManpowerGroup 2013 Annual Report

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
in millions, except share and per share data

RECENTLY ISSUED ACCOUNTING STANDARDS

In March 2013, the FASB issued new accounting guidance on cumulative translation adjustment. The new guidance requires that currency translation adjustments should be released into net income only if the sale of a foreign subsidiary results in the complete liquidation of the entity. For an equity method investment that is a foreign entity, a pro rata portion of the currency translation adjustments should be released into net income upon a partial sale of such an equity method investment. The new guidance also clarifies that the sale of an investment in a foreign entity includes both (1) events that result in the loss of a controlling financial interest in the foreign entity and (2) events that result in an acquirer’s obtaining control of an acquiree in which it held an equity interest immediately before the acquisition date, otherwise known as a “step acquisition.” Accordingly, the cumulative translation adjustment should be released into net income upon the occurrence of those events. The guidance is effective for us in 2014. We are currently assessing the impact of the adoption of this guidance on our Consolidated Financial Statements.

In July 2013, the FASB issued new accounting guidance on presentation of an unrecognized tax benefit. The new guidance requires that, in certain cases, an unrecognized tax benefit should be presented in the financial statements as a reduction to the deferred tax asset when there is an existing net operating loss carryforward, a similar tax loss or an existing tax credit carryforward. The guidance is effective for us in 2014. We are currently assessing the impact of the adoption of this guidance on our Consolidated Financial Statements.

SUBSEQUENT EVENTS

We have evaluated events and transactions occurring after the balance sheet date through our filing date and noted no events that are subject to recognition or disclosure.

02.
Acquisitions

From time to time, we acquire and invest in companies throughout the world, including franchises. The total cash consideration paid for acquisitions, net of cash acquired, for the years ended December 31, 2013, 2012 and 2011 was $46.3, $49.0 and $49.0, respectively. Goodwill and intangible assets resulting from the 2013 acquisitions, the majority of which took place in the United Kingdom and Norway, were $52.2 and $10.1, respectively, as of December 31, 2013. Goodwill and intangible assets resulting from the 2012 acquisitions were $46.2 and $7.6 as of December 31, 2012, respectively.

On April 16, 2012, we acquired Damilo Group (“Damilo”), a French firm specializing in IT design solutions, for total consideration, net of cash acquired, of €21.2 ($28.0). Goodwill arising from this transaction was €30.8 ($40.6). The assumed liabilities and acquired assets, net of goodwill, related intangible assets and cash arising from the transaction were €33.8 ($44.6) and €17.9 ($23.6), respectively. The related intangible assets were €6.3 ($8.0), €5.8 ($7.6) and €5.0 ($6.8) as of April 16, 2012, December 31, 2012 and December 31, 2013, respectively.

In 2011, we acquired the shares and voting rights of Proservia SA (“Proservia”), a provider of information technology and systems engineering solutions in France. The purchase price was €14.89 ($19.93) per share. The total consideration, net of cash acquired, was €21.6 ($29.4). Goodwill arising from this transaction was €20.7 ($27.7). The related intangible assets were €9.4 ($12.4) and €8.1 ($11.2) as of December 31, 2012 and 2013, respectively.

62	ManpowerGroup 2013 Annual Report Notes to Consolidated Financial Statements

03.
Share-Based Compensation Plans

We account for share-based payments according to the accounting guidance on share-based payments. During 2013, 2012 and 2011, we recognized approximately $31.5, $30.0 and $31.4, respectively, in share-based compensation expense related to stock options, deferred stock, restricted stock and performance share units, all of which is recorded in selling and administrative expenses. The total income tax benefit recognized related to share-based compensation during 2013, 2012 and 2011 was $21.2, $2.4 and $3.0, respectively. Consideration received from share-based awards for 2013, 2012 and 2011 was $101.0, $6.0 and $31.8, respectively. The excess income tax benefit/(deficit) recognized related to share-based compensation awards, which is recorded in capital in excess of par value, for 2013, 2012 and 2011 was approximately $8.4, $(2.1) and $3.1, respectively. We recognize compensation expense on grants of share-based compensation awards on a straight-line basis over the vesting period of each award.

STOCK OPTIONS

Until May 3, 2011, all share-based compensation was granted under the 2003 Equity Incentive Plan of Manpower Inc. (“2003 Plan”). Following this date, all share-based compensation has been granted under the 2011 Equity Incentive Plan of Manpower Inc. (“2011 Plan”). Options and stock appreciation rights are granted at a price not less than 100% of the fair market value of the common stock at the date of grant. Generally, options are granted with a ratable vesting period of up to four years and expire ten years from date of grant. No stock appreciation rights had been granted or were outstanding as of December 31, 2013 or 2012.

A summary of stock option activity is as follows:

	Shares (000)			Wtd. Avg. Exercise Price Per Share		Wtd. Avg. Remaining Contractual Term (years)		Aggregate Intrinsic Value (in millions)
Outstanding, January 1, 2011		5,940		$	48
Granted		199			67
Exercised		(721	)		39			$	13
Expired or cancelled		(153	)		49
Outstanding, December 31, 2011		5,265		$	50		5.7	$	7
Vested or expected to vest, December 31, 2011		5,235		$	50		5.6
Exercisable, December 31, 2011		3,626		$	51		4.8	$	4
Outstanding, January 1, 2012		5,265		$	50
Granted		302			45
Exercised		(116	)		34			$	1
Expired or cancelled		(107	)		51
Outstanding, December 31, 2012		5,344		$	50		5.0	$	14
Vested or expected to vest, December 31, 2012		5,326		$	50		4.9
Exercisable, December 31, 2012		4,210		$	51		4.3	$	11
Outstanding, January 1, 2013		5,344		$	50
Granted		221			53
Exercised		(2,576	)		43			$	63
Expired or cancelled		(206	)		51
Outstanding, December 31, 2013		2,783		$	57		5.1	$	81
Vested or expected to vest, December 31, 2013		2,769		$	57		4.8
Exercisable, December 31, 2013		2,153		$	58		4.2	$	60

Notes to Consolidated Financial Statements ManpowerGroup 2013 Annual Report

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
in millions, except share and per share data

Options outstanding and exercisable as of December 31, 2013 are as follows:


	Options Outstanding						Options Exercisable
Exercise Price	Shares (000)		Weighted- Average Remaining Contractual Life (years)		Weighted- Average Exercise Price		Shares (000)		Weighted- Average Exercise Price
$27–$34		204		4.6	$	30		204	$	30
$35–$44		342		5.8		44		164		44
$45–$55		991		5.8		53		625		53
$56–$93		1,246		3.8		67		1,160		67
		2,783		5.1	$	57		2,153	$	58

We have recognized expense of $7.5, $9.4 and $12.1 related to stock options for the years ended December 31, 2013, 2012 and 2011, respectively. The total fair value of options vested during the same periods was $9.0, $11.4 and $14.3, respectively. As of December 31, 2013, total unrecognized compensation cost was approximately $6.5, net of estimated forfeitures, which we expect to recognize over a weighted-average period of approximately 1.3 years.

We estimated the fair value of each stock option on the date of grant using the Black-Scholes option pricing model and the following assumptions:


Year Ended December 31	2013		2012		2011
Average risk-free interest rate	1.1	%	1.1	%	2.6	%
Expected dividend yield	1.7	%	1.8	%	1.1	%
Expected volatility	42.0	%	44.0	%	41.0	%
Expected term (years)	5.9		5.9		5.9

The average risk-free interest rate is based on the five-year United States Treasury security rate in effect as of the grant date. The expected dividend yield is based on the expected annual dividend as a percentage of the market value of our common stock as of the grant date. We determined expected volatility using a weighted average of daily historical volatility (weighted 75%) of our stock price over the past five years and implied volatility (weighted 25%) based upon exchange traded options for our common stock. We believe that a blend of historical volatility and implied volatility better reflects future market conditions and better indicates expected volatility than considering purely historical volatility. We determined the expected term of the stock options using historical data. The weighted-average grant-date fair value per option granted during the year was $17.99, $15.88 and $25.21 in 2013, 2012 and 2011, respectively.

DEFERRED STOCK

Our non-employee directors may elect to receive deferred stock in lieu of part or all of their annual cash retainer otherwise payable to them. The number of shares of deferred stock is determined pursuant to a formula set forth in the terms and conditions adopted under the 2003 Plan and subsequently under the 2011 Plan and the deferred stock is settled in shares of common stock according to these terms and conditions. As of December 31, 2013, 2012 and 2011, there were 31,733, 28,400 and 23,566, respectively, shares of deferred stock awarded under this arrangement, all of which are vested.

Non-employee directors also receive an annual grant of deferred stock (or restricted stock, if they so elect) as additional compensation for board service. The award vests in one year in equal quarterly installments and the vested portion of the deferred stock is settled in shares of common stock either upon a director’s termination of service or three years after the date of grant (which may in most cases be extended at the directors’ election) in accordance with the terms and conditions under the 2003 Plan and the 2011 Plan. As of December 31, 2013, 2012 and 2011, there were 14,844, 14,685 and 8,732, respectively, shares of deferred stock and 14,844, 20,559 and 9,978, respectively, shares of restricted stock granted under this arrangement, all of which are vested. We recognized expense of $0.9, $0.8 and $0.8 related to deferred stock in 2013, 2012 and 2011, respectively.

64	ManpowerGroup 2013 Annual Report Notes to Consolidated Financial Statements

RESTRICTED STOCK

We grant restricted stock and restricted stock unit awards to certain employees and to non-employee directors who may elect to receive restricted stock rather than deferred stock as described above. Restrictions lapse over periods ranging up to six years, and in some cases upon retirement. We value restricted stock awards at the closing market value of our common stock on the date of grant.

A summary of restricted stock activity is as follows:


	Shares (000)			Wtd. Avg. Price Per Share	Wtd. Avg Remaining Contractual Term (years)		Aggregate Intrinsic Value (in millions)
Unvested, January 1, 2011	295		$	45	0.9
Granted	264			67
Vested	(143	)		46
Forfeited	(7	)		52
Unvested, December 31, 2011	409		$	59	1.8
Granted	309		$	44
Vested	(124	)		40
Forfeited	(5	)		67
Unvested, December 31, 2012	589		$	55	1.7
Granted	192		$	52
Vested	(90	)		52
Forfeited	(64	)		56
Unvested, December 31, 2013	627		$	54	1.3	$	54

During 2013, 2012 and 2011, we recognized $9.8, $10.0 and $7.0, respectively, of expense related to restricted stock awards. As of December 31, 2013, there was approximately $10.8 of total unrecognized compensation cost related to unvested restricted stock, which we expect to recognize over a weighted-average period of approximately 2.0 years.

PERFORMANCE SHARE UNITS

Our 2003 Plan and our 2011 Plan allow us to grant performance share units. We grant performance share units with a performance period ranging from one to three years. Vesting of units occurs at the end of the performance period or after a subsequent holding period, except in the case of termination of employment where the units are forfeited immediately. Upon retirement, a prorated number of units vest depending on the period worked from the grant date to retirement date. In the case of death or disability, the units immediately vest at the Target Award level if the death or disability date is during the performance period, or at the level determined by the performance criteria met during the performance period if the death or disability occurs during the subsequent holding period. The units are settled in shares of our common stock. A payout multiple is applied to the units awarded based on the performance criteria determined by the Executive Compensation and Human Resources Committee of the Board of Directors at the time of grant.

In the event the performance criteria exceed the target performance level, an additional number of shares, up to the Outstanding Award level, may be granted. In the event the performance criteria falls below the target performance level, a reduced number of shares, as low as the Threshold Award level, may be granted. If the performance criteria falls below the threshold performance level, no shares will be granted.

Notes to Consolidated Financial Statements ManpowerGroup 2013 Annual Report

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
in millions, except share and per share data

A summary of the performance share units detail by grant year is as follows:


	2011		2012		July 2012 and February 2013	2013(a)
Grant Date(s)	February 16,		February 15,		July 1, 2012 and	February 14,
	2011		2012		February 14,	2013
					2013
Performance Period (Years)	2011		2012		2012–2014	2013
Vesting Date(s)	50% on		50% on		50% on	50% on
	December 31,		December 31,		July 1,	December 31,
	2012 and 2013		2013 and 2014		2015 and 2016	2014 and 2015
Payout Levels (in units):
Threshold Award	61,182		84,480		66,949	76,120
Target Award	122,364		168,960		133,898	152,240
Outstanding Award	244,728		337,920		267,796	304,480
Units Forfeited in 2013 (at Target Award level)	4,946		8,854		10,715	—
Shares Issued in 2013	86,951		79,963		—	—
Shares Subject to Holding Period as of December 31, 2013	—		72,843		—	210,091
% of the Target Performance Level based on the Current/Expected Average Operating Profit Margin over the Performance Period	158	%	96	%	—	140	%

(a)

Included in these figures are 7,612 of performance share units that were granted on February 14, 2013 with a separate performance period, performance criteria and vesting date. The performance period is 2013 through 2015, with a vesting date of July 1, 2016. The award’s current performance level is at Target.

We recognize and adjust compensation expense based on the likelihood of the performance criteria specified in the award being achieved. The compensation expense is recognized over the performance and holding periods and is recorded in selling and administrative expenses. We have recognized total compensation expense of $13.1, $9.6 and $11.3 in 2013, 2012 and 2011, respectively, related to the performance share units.

OTHER STOCK PLANS

Under the 1990 Employee Stock Purchase Plan, designated employees meeting certain service requirements may purchase shares of our common stock through payroll deductions. These shares may be purchased at their fair market value on a monthly basis. The current plan is non-compensatory according to the accounting guidance on share-based payments.

We also maintain the Savings Related Share Option Scheme for United Kingdom employees with at least one year of service. The employees are offered the opportunity to obtain an option for a specified number of shares of common stock at not less than 85% of its market value on the day prior to the offer to participate in the plan. Options vest after either three, five or seven years, but may lapse earlier. Funds used to purchase the shares are accumulated through specified payroll deductions over a 60-month period. We recognized an expense of $0.2 for shares purchased under the plan in 2013, 2012 and 2011.

04.
Net Earnings Per Share

The calculation of net earnings per share — basic was as follows:


Year Ended December 31		2013		2012		2011
Net earnings available to common shareholders	$	288.0	$	197.6	$	251.6
Weighted-average common shares outstanding (in millions)		78.0		79.5		81.6
Net earnings per share — basic	$	3.69	$	2.49	$	3.08

66	ManpowerGroup 2013 Annual Report Notes to Consolidated Financial Statements

The calculation of net earnings per share — diluted was as follows:


Year Ended December 31		2013		2012		2011
Net earnings available to common shareholders	$	288.0	$	197.6	$	251.6
Weighted-average common shares outstanding (in millions)		78.0		79.5		81.6
Effect of dilutive securities — stock options (in millions)		0.8		0.3		0.7
Effect of other share-based awards (in millions)		0.8		0.3		0.5
		79.6		80.1		82.8
Net earnings per share — diluted	$	3.62	$	2.47	$	3.04

There were certain share-based awards excluded from the calculation of net earnings per share — diluted for the year ended December 31, 2013, 2012 and 2011, respectively, as the exercise prices for these awards were greater than the average market price of the common shares during the period. The number, exercise prices and weighted-average remaining life of these antidilutive awards were as follows:


		2013		2012		2011
Shares (in thousands)		995		4,257		3,074
Exercise price ranges	$	67–$93	$	40–$93	$	52–$93
Weighted-average remaining life		5.2 years		4.8 years		6.3 years

05.
Income Taxes

The provision for income taxes was as follows:

Year Ended December 31		2013			2012			2011
Current
United States
Federal	$	(0.8	)	$	17.5		$	24.2
State		3.4			9.6			2.8
Non-United States		167.9			155.3			176.5
Total current		170.5			182.4			203.5
Deferred
United States
Federal		21.0			(20.4	)		(2.3	)
State		0.9			0.5			3.3
Non-United States		(4.9	)		8.3			23.8
Total deferred		17.0			(11.6	)		24.8
Total provision	$	187.5		$	170.8		$	228.3

A reconciliation between taxes computed at the United States Federal statutory rate of 35% and the consolidated effective tax rate is as follows:

Year Ended December 31		2013			2012			2011
Income tax based on statutory rate	$	166.4		$	128.9		$	168.0
Increase (decrease) resulting from:
Non-United States tax rate difference		27.7			40.8			40.6
Repatriation of non-United States earnings		(20.5	)		(16.9	)		11.1
State income taxes, net of Federal benefit		3.2			6.7			5.2
Change in valuation reserve		(0.5	)		4.7			(3.3	)
Other, net		11.2			6.6			6.7
Tax provision	$	187.5		$	170.8		$	228.3

Notes to Consolidated Financial Statements ManpowerGroup 2013 Annual Report

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
in millions, except share and per share data

Included in non-United States tax rate difference is a $5.9 benefit related to the French CICE payroll tax credit because the CICE credit is tax-free for French tax purposes. The tax benefit related to the CICE credit in excess of the $5.9 is offset by a related increase in United States tax expense. For United States tax purposes, certain French earnings impacted by the CICE credit are treated as a deemed dividend resulting in an immediate United States tax expense.

Deferred income taxes are recorded on temporary differences at the tax rate expected to be in effect when the temporary differences reverse. Temporary differences, which gave rise to the deferred taxes, were as follows:


December 31	2013			2012
Current Future Income Tax Benefits (Expense)
Accrued payroll taxes and insurance	$	17.9		$	11.8
Employee compensation payable		26.5			20.3
Pension and postretirement benefits		(4.7	)		(3.0	)
Other		29.3			32.5
Valuation allowance		(15.7	)		(4.9	)
		53.3			56.7
Noncurrent Future Income Tax Benefits (Expense)
Accrued payroll taxes and insurance		19.7			19.9
Pension and postretirement benefits		54.9			58.7
Intangible assets		(122.1	)		(118.1	)
Net operating losses		151.0			149.0
Other		70.3			82.7
Valuation allowance		(111.4	)		(126.2	)
		62.4			66.0
Total future tax benefits	$	115.7		$	122.7
Current tax asset	$	66.2		$	60.6
Current tax liability		(4.4	)		(3.9	)
Noncurrent tax asset		68.2			84.4
Noncurrent tax liability		(14.3	)		(18.4	)
Total future tax benefits	$	115.7		$	122.7

The current tax liability is recorded in accrued liabilities, the noncurrent tax asset is recorded in other assets and the noncurrent tax liability is recorded in other long-term liabilities in the Consolidated Balance Sheets.

We have United States Federal and non-United States net operating loss carryforwards and United States state net operating loss carryforwards totaling $498.9 and $358.8, respectively, as of December 31, 2013. The net operating loss carryforwards expire as follows:


	United States Federal and Non-United States			United States — State
2014	$	5.8	$	7.7
2015		14.7		4.0
2016		9.9		3.1
2017		8.9		7.7
2018		9.1		—
Thereafter		113.1		336.3
No expirations		337.4		—
Total net operating loss carryforwards	$	498.9	$	358.8

We have recorded a deferred tax asset of $151.0 as of December 31, 2013, for the benefit of these net operating losses. Realization of this asset is dependent on generating sufficient taxable income prior to the expiration of the loss carryforwards. A related valuation allowance of $113.4 has been recorded as of December 31, 2013, as management believes that realization of certain net operating loss carryforwards is unlikely.

Pretax income of non-United States operations was $298.1, $234.6 and $395.5 in 2013, 2012 and 2011, respectively. We have not provided United States income taxes or non-United States withholding taxes on $737.6 of unremitted earnings of non-United States subsidiaries that are considered to be permanently invested. Deferred taxes are provided on $264.3 of unremitted earnings of non-United States subsidiaries that may be remitted to the United States. As of December 31, 2013 and 2012, we have recorded a deferred tax liability of $16.7 and $15.7, respectively, related to these non-United States earnings that may be remitted.

68	ManpowerGroup 2013 Annual Report Notes to Consolidated Financial Statements

As of December 31, 2013, we have gross unrecognized tax benefits related to various tax jurisdictions, including interest and penalties, of $32.3. We have related tax benefits of $1.9, and the net amount of $30.4 would favorably affect the effective tax rate if recognized. We do not expect our unrecognized tax benefits to change significantly over the next 12 months.

As of December 31, 2012, we had gross unrecognized tax benefits related to various tax jurisdictions, including interest and penalties, of $28.5. We had related tax benefits of $2.5 for a net amount of $26.0.

We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. We accrued net interest and penalties of $6.3, $0.1 and $0.6 during 2013, 2012 and 2011, respectively.

The following table summarizes the activity related to our unrecognized tax benefits during 2013, 2012 and 2011:


	2013			2012			2011
Gross unrecognized tax benefits, beginning of year	$	26.4		$	25.0		$	25.0
Increases in prior year tax positions		2.1			5.8			0.9
Decreases in prior year tax positions		(5.6	)		(0.8	)		(1.5	)
Increases for current year tax positions		3.4			3.1			2.5
Expiration of statute of limitations and audit settlements		(2.4	)		(6.7	)		(1.9	)
Gross unrecognized tax benefits, end of year	$	23.9		$	26.4		$	25.0
Potential interest and penalties		8.4			2.1			2.0
Balance, end of year	$	32.3		$	28.5		$	27.0

We conduct business globally in 80 countries and territories. We are routinely audited by the tax authorities of the various tax jurisdictions in which we operate. Generally, the tax years that could be subject to examination are 2009 through 2012 for our major operations in Germany, Italy, France, Japan, United States and United Kingdom. As of December 31, 2013, we are subject to tax audits in France, Germany, Denmark, Austria, Italy, Norway and Spain. We believe that the resolution of these audits will not have a material impact on earnings.

06.
Goodwill

Changes in the carrying value of goodwill by reportable segment and Corporate were as follows:


					Southern			Northern					Right
	Americas		(1)	Europe		(2)	Europe		APME			Management		Corporate		(3)	Total		(4)
Balance, January 1, 2012	$	461.8		$	59.5		$	260.7	$	77.5		$	60.3	$	64.9		$	984.7
Goodwill acquired		4.8			41.4			—		—			—		—			46.2
Currency impact and other		0.5			2.4			10.0		(4.3	)		1.8		—			10.4
Balance, December 31, 2012		467.1			103.3			270.7		73.2			62.1		64.9			1,041.3
Goodwill acquired		—			—			43.2		9.0			—		—			52.2
Currency impact and other		(1.2	)		4.5			4.3		(10.2	)		—		—			(2.6	)
Balance, December 31, 2013	$	465.9		$	107.8		$	318.2	$	72.0		$	62.1	$	64.9		$	1,090.9

(1)	Balances related to United States were $448.3, $448.5 and $448.5 as of January 1, 2012, December 31, 2012 and December 31, 2013, respectively.

(2)	Balances related to France were $42.1, $83.8 and $87.3 as of January 1, 2012, December 31, 2012 and December 31, 2013, respectively. Balances related to Italy were $5.4, $5.5 and $5.7 as of January 1, 2012, December 31, 2012 and December 31, 2013, respectively.

(3)	The majority of the Corporate balance as of December 31, 2013 relates to goodwill attributable to our acquisition of Jefferson Wells ($55.5) which is part of the United States reporting unit. For purposes of monitoring our total assets by segment, we do not allocate the Corporate balance to the respective reportable segments. We do, however, include these balances within the appropriate reporting units for our goodwill impairment testing. See the table below for the breakout of goodwill balances by reporting unit.

(4)	Balances were net of accumulated impairment loss of $513.4 as of January 1, 2012, December 31, 2012 and December 31, 2013.

Notes to Consolidated Financial Statements ManpowerGroup 2013 Annual Report

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
in millions, except share and per share data

Goodwill balances by reporting unit were as follows:


December 31		2013		2012
United States	$	504.0	$	504.0
France		87.3		83.8
United Kingdom		84.6		54.0
Netherlands		84.1		80.7
Right Management		62.1		62.1
Other reporting units		268.8		256.7
Total goodwill	$	1,090.9	$	1,041.3

07.
Debt

Information concerning short-term borrowings is as follows:


December 31		2013			2012
Short-term borrowings	$	34.2		$	43.3
Weighted-average interest rates		12.5	%		9.1	%

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, of which $339.9 was unused. Due to limitations on subsidiary borrowings in our revolving credit agreement, additional subsidiary borrowings of $263.0 could be made under these facilities as of December 31, 2013.

A summary of long-term debt is as follows:


December 31		2013		2012
Euro-denominated notes:
€350 due June 2018	$	480.9	$	461.7
€200 due June 2013		—		263.8
Other		2.8		1.3
		483.7		726.8
Less — current maturities		1.8		264.7
Long-term debt	$	481.9	$	462.1

EURO NOTES

On June 14, 2013, upon maturity, we paid off our €200.0 aggregate principal amount of 4.75% notes with available cash.

On June 22, 2012, we offered and sold €350.0 aggregate principal amount of the Company’s 4.50% notes due June 22, 2018 (the “€350.0 Notes”). The net proceeds from the €350.0 Notes of €348.7 were used to repay borrowings under our revolving credit facility that were drawn in May 2012 to repay our €300.0 notes that matured on June 1, 2012 and for general corporate purposes. The €350.0 Notes were issued at a price of 99.974% to yield an effective interest rate of 4.505%. Interest on the €350.0 Notes is payable in arrears on June 22 of each year. The €350.0 Notes are unsecured senior obligations and rank equally with all of our existing and future senior unsecured debt and other liabilities. We may redeem the €350.0 Notes, in whole but not in part, at our option at any time for a redemption price determined in accordance with the term of the €350.0 Notes. The notes also contain certain customary non-financial restrictive covenants and events of default.

70	ManpowerGroup 2013 Annual Report Notes to Consolidated Financial Statements

When the €350.0 Notes mature, we plan to repay the amount with available cash, borrowings under our $600.0 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 condition of the credit markets at that time. We currently do not anticipate any problems accessing the credit markets should we decide to replace the €350.0 Notes.

The €350.0 Notes have 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 borrowings, translation gains or losses related to these borrowings are included as a component of accumulated other comprehensive income. (See the Significant Matters Affecting Results of Operations section of Management’s Discussion & Analysis and Note 12 to the Consolidated Financial Statements for further information.)

REVOLVING CREDIT 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 to $600.0, revise the termination date of the facility from October 5, 2016 to October 15, 2018, and permit the termination date of the facility to be extended by an additional year twice during the term of 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.

The Amended Agreement allows for borrowing in various currencies and up to $150.0 may be used for the issuance of stand-by letters of credit. We had no borrowings under this facility as of both December 31, 2013 and 2012. Outstanding letters of credit issued under the Amended Agreement totaled $0.9 as of both December 31, 2013 and 2012. Additional borrowings of $599.1 and $799.1 were available to us under the facility as of December 31, 2013 and 2012, respectively.

Under the Amended Agreement, a credit ratings-based pricing grid determines the facility fee and the credit spread that we add to the applicable interbank borrowing rate on all borrowings. At our current credit rating, the annual facility fee is 22.5 bps paid on the entire $600.0 facility and the credit spread is 127.5 bps on any borrowings. Any downgrades from the credit agencies would unfavorably impact our facility fees and result in additional costs ranging from approximately $0.2 to $0.3 annually.

DEBT MATURITIES

The maturities of long-term debt payable within each of the four years subsequent to December 31, 2014 are as follows: 2015 — $1.0, 2016 — $0.0, 2017 — $0.0, 2018 — $480.9.

Notes to Consolidated Financial Statements ManpowerGroup 2013 Annual Report

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
in millions, except share and per share data

08.
Retirement and Deferred Compensation Plans

DEFINED BENEFIT PLANS

We sponsor several qualified and nonqualified pension plans covering permanent employees. The reconciliation of the changes in the plans’ benefit obligations and the fair value of plan assets and the funded status of the plans are as follows:


	United States Plans						Non-United States Plans
Year Ended December 31		2013			2012			2013			2012
Change in Benefit Obligation
Benefit obligation, beginning of year	$	61.9		$	57.5		$	315.2		$	264.7
Service cost		—			—			8.7			10.4
Interest cost		2.2			2.6			12.6			12.5
Curtailments		—			—			(3.4	)		—
Transfers		—			—			(0.3	)		(0.1	)
Actuarial (gain) loss		(5.9	)		6.0			(0.6	)		20.4
Plan participant contributions		—			—			0.4			2.2
Benefits paid		(4.4	)		(4.2	)		(6.7	)		(5.6	)
Currency exchange rate changes		—			—			5.7			10.7
Benefit obligation, end of year	$	53.8		$	61.9		$	331.6		$	315.2


	United States Plans						Non-United States Plans
Year Ended December 31		2013			2012			2013			2012
Change in Plan Assets
Fair value of plan assets, beginning of year	$	36.0		$	34.7		$	296.4		$	250.4
Actual return on plan assets		4.6			2.8			(4.2	)		21.2
Plan participant contributions		—			—			0.4			2.2
Company contributions		2.9			2.7			15.0			17.7
Benefits paid		(4.4	)		(4.2	)		(6.7	)		(5.6	)
Currency exchange rate changes		—			—			4.9			10.5
Fair value of plan assets, end of year	$	39.1		$	36.0		$	305.8		$	296.4
Funded Status at End of Year
Funded status, end of year	$	(14.7	)	$	(25.9	)	$	(25.8	)	$	(18.8	)
Amounts Recognized
Noncurrent assets	$	17.2		$	11.6		$	30.8		$	31.4
Current liabilities		(2.9	)		(2.9	)		(0.2	)		(0.3	)
Noncurrent liabilities		(29.0	)		(34.6	)		(56.4	)		(49.9	)
Net amount recognized	$	(14.7	)	$	(25.9	)	$	(25.8	)	$	(18.8	)

Amounts recognized in accumulated other comprehensive income, net of tax, consist of:


	United States Plans				Non-United States Plans
December 31		2013		2012		2013		2012
Net loss	$	9.5	$	15.8	$	25.3	$	14.8
Prior service cost		0.1		0.1		4.8		6.3
Total	$	9.6	$	15.9	$	30.1	$	21.1

The accumulated benefit obligation for our plans that have plan assets was $291.7 and $272.8 as of December 31, 2013 and 2012, respectively. The accumulated benefit obligation for certain of our plans exceeded the fair value of plan assets as follows:


December 31		2013		2012
Accumulated benefit obligation	$	10.3	$	9.2
Plan assets		9.8		8.5

72	ManpowerGroup 2013 Annual Report Notes to Consolidated Financial Statements

The projected benefit obligation for certain of our plans exceeded the fair value of plan assets as follows:


December 31		2013		2012
Projected benefit obligation	$	53.4	$	16.7
Plan assets		44.8		12.4

By their nature, certain of our plans do not have plan assets. The accumulated benefit obligation for these plans was $68.4 and $70.0 as of December 31, 2013 and 2012, respectively.

The components of the net periodic benefit cost and other amounts recognized in other comprehensive loss for all plans were as follows:


Year Ended December 31		2013			2012			2011
Service cost	$	8.7		$	10.4		$	9.9
Interest cost		14.8			15.1			15.5
Expected return on assets		(13.2	)		(14.7	)		(15.2	)
Curtailment and settlement		(2.3	)		—			(1.0	)
Net loss (gain)		3.3			1.1			(0.2	)
Prior service cost		0.5			0.7			0.7
Net periodic benefit cost		11.8			12.6			9.7
Other Changes in Plan Assets and Benefit Obligations
Recognized in Other Comprehensive Loss
Net loss		6.8			15.4			11.6
Prior service credit		(1.1	)		—			—
Amortization of net (loss) gain		(3.3	)		(1.1	)		0.2
Amortization of prior service cost		(0.5	)		(0.7	)		(0.7	)
Total recognized in other comprehensive loss		1.9			13.6			11.1
Total recognized in net periodic benefit cost and other comprehensive loss	$	13.7		$	26.2		$	20.8

Effective January 1, 2013, we amended a defined benefit plan in the Netherlands. The defined benefit plan was frozen, and the participants were transitioned to a defined contribution plan, resulting in a curtailment gain of $2.3.

Effective July 1, 2011, we completed a voluntary transition of our Norwegian employees from defined pension plans to defined contribution plans, resulting in a curtailment and settlement gain of $1.0.

The estimated net loss and prior service cost for the defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost during 2014 are $3.3 and $0.5, respectively.

The weighted-average assumptions used in the measurement of the benefit obligation were as follows:


	United States Plans					Non-United States Plans
Year Ended December 31		2013		2012			2013		2012
Discount rate		4.6	%	3.7	%		4.1	%	4.2	%
Rate of compensation increase		3.0	%	3.0	%		3.8	%	3.6	%

The weighted-average assumptions used in the measurement of the net periodic benefit cost were as follows:


	United States Plans							Non-United States Plans
Year Ended December 31		2013		2012		2011			2013		2012		2011
Discount rate		3.7	%	4.6	%	5.1	%		4.2	%	4.7	%	5.1	%
Expected long-term return on plan assets		6.0	%	6.3	%	7.0	%		4.0	%	4.7	%	5.3	%
Rate of compensation increase		3.0	%	3.0	%	4.0	%		3.6	%	4.0	%	4.3	%

We determine our assumption for 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.

Notes to Consolidated Financial Statements ManpowerGroup 2013 Annual Report

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
in millions, except share and per share data

Our overall expected long-term rate of return on United States plan assets is 6.0%, while our overall expected long-term rate of return on our non-United States plans varies by country and ranges from 2.3% to 4.7%. For a majority of our plans, a building block approach has been employed to establish this return. Historical markets are studied and long-term historical relationships between equity securities and fixed income instruments are preserved consistent with the widely accepted capital market principle that assets with higher volatility generate a greater return over time. Current market factors such as inflation and interest rates are evaluated before long-term capital market assumptions are determined. The long-term portfolio return is established with proper consideration of diversification and rebalancing. We also use guaranteed insurance contracts for four of our foreign plans. Peer data and historical returns are reviewed to check for reasonableness and appropriateness of our expected rate of return.

Projected salary levels utilized in the determination of the projected benefit obligation for the pension plans are based upon historical experience and the future expectations for each respective country.

Our plans’ investment policies are to optimize the long-term return on plan assets at an acceptable level of risk and to maintain careful control of the risk level within each asset class. Our long-term objective is to minimize plan expenses and contributions by outperforming plan liabilities. We have historically used a balanced portfolio strategy based primarily on a target allocation of equity securities and fixed-income instruments, which vary by location. These target allocations, which are similar to the 2013 allocations, are determined based on the favorable risk tolerance characteristics of the plan and, at times, may be adjusted within a specified range to advance our overall objective.

The fair value of our pension plan assets are primarily determined by using market quotes and other relevant information that is generated by market transactions involving identical or comparable assets, except for the insurance contract that is measured at the present value of expected future benefit payments using the Deutsche National Bank interest curve. The fair value of our pension plan assets by asset category was as follows:


		United States Plans								Non-United States Plans
		Fair Value Measurements Using								Fair Value Measurements Using
		December 31, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		December 31, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Asset Category
Cash and cash equivalents(1)	$	0.9	$	0.9	$	—	$	—	$	1.7	$	1.7	$	—	$	—
Equity securities:
United States companies		15.5		15.5		—		—		—		—		—		—
International companies		—		—		—		—		36.6		36.6		—		—
Fixed income securities:
Government bonds(2)		22.7		—		22.7		—		—		—		—		—
Guaranteed insurance contracts		—		—		—		—		44.8		—		44.8		—
Annuity contract		—		—		—		—		33.4		—		33.4		—
Other types of investments:
Unitized funds(3)		—		—		—		—		101.3		101.3		—		—
Insurance contract		—		—		—		—		80.9		—		—		80.9
Real estate funds		—		—		—		—		7.1		—		7.1		—
	$	39.1	$	16.4	$	22.7	$	—	$	305.8	$	139.6	$	85.3	$	80.9

(1)	This category includes a prime obligations money market portfolio.

(2)	This category includes United States Treasury/Federal agency securities and foreign government securities.

(3)	This category includes investments in approximately 80% fixed income securities and 20% equity.

74	ManpowerGroup 2013 Annual Report Notes to Consolidated Financial Statements


	United States Plans									Non-United States Plans
	Fair Value Measurements Using									Fair Value Measurements Using
	December 31, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			December 31, 2013	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Asset Category
Cash and cash equivalents(1)	$	1.8	$	1.8	$	—	$	—	$	2.6	$	2.6	$	—	$	—
Equity securities:
United States companies		16.1		16.1		—		—		—		—		—		—
International companies		—		—		—		—		72.8		72.8		—		—
Fixed income securities:
Government bonds(2)		18.1		—		18.1		—		—		—		—		—
Guaranteed insurance contracts		—		—		—		—		112.9		—		112.9		—
Other types of investments:
Unitized funds(3)		—		—		—		—		101.3		101.3		—		—
Real estate funds		—		—		—		—		6.8		—		6.8		—
	$	36.0	$	17.9	$	18.1	$	—	$	296.4	$	176.7	$	119.7	$	—

(1)	This category includes a prime obligations money market portfolio.

(2)	This category includes United States Treasury/Federal agency securities and foreign government securities.

(3)	This category includes investments in approximately 80% fixed income securities and 20% equity.

The following table summarizes the changes in fair value of the insurance contract, which is measured using Level 3 inputs. These contracts were purchased upon amendment of our Dutch pension plan effective as of January 1, 2013. We determine that transfers between fair-value-measurement levels occur on the date of the event that caused the transfer.

Year Ended December 31		2013
Balance, beginning of year	$	—
Transfers into Level 3		85.9
Unrealized loss		(7.7	)
Purchases, sales and settlements, net		(0.6	)
Currency exchange rate changes		3.3
Balance, end of year	$	80.9

RETIREE HEALTH CARE PLAN

We provide medical and dental benefits to certain eligible retired employees in the United States. Due to the nature of the plan, there are no plan assets. The reconciliation of the changes in the plan’s benefit obligation and the statement of the funded status of the plan were as follows:


Year Ended December 31	2013			2012
Change in Benefit Obligation
Benefit obligation, beginning of year	$	31.5		$	28.5
Service cost		—			0.1
Interest cost		1.1			1.3
Actuarial (gain) loss		(0.9	)		3.2
Benefits paid		(2.3	)		(1.9	)
Plan participant contributions		0.2			0.2
Retiree drug subsidy reimbursement		0.1			0.1
Plan amendment		(11.2	)		—
Benefit obligation, end of year	$	18.5		$	31.5
Funded Status at End of Year
Funded status, end of year	$	(18.5	)	$	(31.5	)
Amounts Recognized
Current liabilities	$	(2.0	)	$	(1.8	)
Noncurrent liabilities		(16.5	)		(29.7	)
Net amount recognized	$	(18.5	)	$	(31.5	)

Notes to Consolidated Financial Statements ManpowerGroup 2013 Annual Report

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
in millions, except share and per share data

The amount recognized in accumulated other comprehensive income, net of tax, consists of a net loss of $1.9 and a prior service credit of $7.0 in 2013, and a net loss of $2.7 in 2012.

In June 2013, the Board of Directors approved an amendment related to the post-65 healthcare benefits of the plan that will be effective as of July 1, 2014. The plan change includes the introduction of a Health Reimbursement Account for Medicare eligible retirees and dependents. The plan change was communicated to retirees in October 2013, and the plan was re-measured as of October 1, 2013 to reflect this amendment.

The discount rate used in the measurement of the benefit obligation was 4.7% and 3.9% in 2013 and 2012, respectively. The discount rate used in the measurement of net periodic benefit cost was 3.9% (January through September) and 4.8% (October through December), 4.8% and 5.3% in 2013, 2012 and 2011, respectively. The components of net periodic benefit cost for this plan were as follows:


Year Ended December 31	2013			2012		2011
Net Periodic Benefit Cost
Service cost	$	—		$	0.1	$	0.1
Interest cost		1.1			1.3		1.3
Net loss		0.3			—		—
Prior service credit		(0.2	)		—		—
Net periodic benefit cost		1.2			1.4		1.4
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss)
Net (gain) loss		(0.9	)		3.2		3.3
Prior service credit		(11.2	)		—		—
Amortization of net (loss) gain		(0.3	)		—		—
Amortization of prior service credit		0.2			—		—
Total recognized in other comprehensive income (loss)		(12.2	)		3.2		3.3
Total recognized in net periodic benefit cost and other comprehensive income (loss)	$	(11.0	)	$	4.6	$	4.7

The estimated net loss and prior service credit for the retiree health care plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost during 2014 is $0.1 and $0.8, respectively.

The health care cost trend rate was assumed to be 7.5% for 2013, decreasing gradually to an ultimate rate of 5.0% in 2020. Assumed health care cost trend rates have a significant effect on the amounts reported. A one-percentage point change in the assumed health care cost trend rate would have the following effects:


	1% Increase		1% Decrease
Effect on total of service and interest cost components	$	0.1	$	(0.1	)
Effect on benefit obligation		0.2		(0.2	)

FUTURE CONTRIBUTIONS AND PAYMENTS

During 2014, we plan to contribute $13.3 to our pension plans and to fund our retiree health care payments as incurred. Projected benefit payments from the plans as of December 31, 2013 were estimated as follows:


Year	Pension Plans		Retiree Health Care Plan
2014	$	11.6	$	1.9
2015		12.2		1.6
2016		12.6		1.6
2017		13.9		1.5
2018		14.2		1.5
2019 – 2023		83.5		6.5
Total projected benefit payments	$	148.0	$	14.6

76	ManpowerGroup 2013 Annual Report Notes to Consolidated Financial Statements

DEFINED CONTRIBUTION PLANS AND DEFERRED COMPENSATION PLANS

We have defined contribution plans covering substantially all permanent United States employees and various other employees throughout the world. Employees may elect to contribute a portion of their salary to the plans and we match a portion of their contributions up to a maximum percentage of the employee’s salary. In addition, profit sharing contributions are made if a targeted earnings level is reached. The total expense for our match and any profit sharing contributions was $22.4, $21.5 and $24.6 for the years ended December 31, 2013, 2012 and 2011, respectively.

We also have deferred compensation plans in the United States. One of the plans had an asset and liability of $69.4 and $55.5 as of December 31, 2013 and 2012, respectively.

09.
Accumulated Other Comprehensive Income

The components of accumulated other comprehensive income, net of tax, were as follows:


December 31	2013			2012
Foreign currency translation	$	239.5		$	186.8
Translation loss on net investment hedge, net of income taxes of $(36.7) and $(31.3), respectively		(60.6	)		(51.1	)
Translation loss on long-term intercompany loans		(73.6	)		(73.4	)
Unrealized gain on investments, net of income taxes of $1.6 and $3.9, respectively		11.5			11.8
Defined benefit pension plans, net of income taxes of $(21.8) and $(22.6), respectively		(39.7	)		(37.0	)
Retiree health care plan, net of income taxes of $2.7 and $(1.7), respectively		5.1			(2.7	)
Accumulated other comprehensive income	$	82.2		$	34.4

10.
Leases

We lease property and equipment primarily under operating leases. Renewal options exist for substantially all leases. Future minimum payments, by year and in the aggregate, under noncancelable operating leases with any remaining terms consist of the following as of December 31, 2013:


Year
2014	$	186.2
2015		139.0
2016		106.7
2017		77.4
2018		59.4
Thereafter		119.7
Total minimum lease payments	$	688.4

Rental expense for all operating leases was $232.9, $245.1 and $254.3 for the years ended December 31, 2013, 2012 and 2011, respectively.

11.
Interest and Other Expenses

Interest and other expenses consisted of the following:


Year Ended December 31	2013			2012			2011
Interest expense	$	37.1		$	41.8		$	42.8
Interest income		(3.7	)		(6.6	)		(7.3	)
Foreign exchange losses		2.3			0.9			2.8
Miscellaneous expenses, net		0.7			7.2			6.0
Interest and other expenses	$	36.4		$	43.3		$	44.3

Notes to Consolidated Financial Statements ManpowerGroup 2013 Annual Report

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
in millions, except share and per share data

12.
Derivative Financial Instruments

We are exposed to various risks relating to our ongoing business operations. The primary risks, which are managed through the use of derivative instruments, are foreign currency exchange rate risk and interest rate risk. In certain circumstances, we enter into foreign currency forward exchange contracts (“forward contracts”) to reduce the effects of fluctuating foreign currency exchange rates on our cash flows denominated in foreign currencies. Our exposure to market risk for changes in interest rates relates primarily to our long-term debt obligations. We manage interest rate risk through the use of a combination of fixed and variable rate borrowings. In the past, we have also used interest rate swap agreements, however, we have not had any such agreements in 2013, 2012 or 2011. In accordance with the current accounting guidance for derivative instruments and hedging activities, we record all of our derivative instruments as either an asset or liability measured at their fair values.

FOREIGN CURRENCY EXCHANGE RATE RISK MANAGEMENT

The €350.0 ($480.9) Notes were designated as economic hedges of our net investment in our foreign subsidiaries with a euro-functional currency as of December 31, 2013.

For derivatives designated as an economic hedge of the foreign currency exposure of a net investment in a foreign subsidiary, the gain or loss associated with foreign currency translation is recorded as a component of accumulated other comprehensive income, net of taxes. As of December 31, 2013, we had a $60.6 unrealized loss included in accumulated other comprehensive income, net of taxes, as the net investment hedge was deemed effective.

Our forward contracts are not designated as hedges. Consequently, any gain or loss resulting from the change in fair value is recognized in the current period earnings. These gains or losses are offset by the exposure related to receivables and payables with our foreign subsidiaries and to interest due on our euro-denominated notes, which is paid annually in June. We recorded a gain of $0.8 associated with our forward contracts in interest and other expenses for the year ended December 31, 2013, partially offsetting the losses recorded for the items noted above.

The fair value measurements of these items recorded in our Consolidated Balance Sheets as of December 31, 2013 and 2012 are disclosed in Note 1 to the Consolidated Financial Statements.

13.
Contingencies

LITIGATION

In the normal course of business, the Company is named as defendant in various legal proceedings in which claims are asserted against the Company. We record accruals for loss contingencies based on the circumstances of each claim, when it is probable that a loss has been incurred as of the balance sheet date and can be reasonably estimated. Although the outcome of litigation cannot be predicted with certainty, we believe the ultimate resolution of these legal proceedings will not have a material effect on our business or financial condition.

78	ManpowerGroup 2013 Annual Report Notes to Consolidated Financial Statements

In June 2012, we recorded legal costs of $10.0 in the United States for various legal matters, the majority of which was related to our entry into a settlement agreement in connection with a purported class action lawsuit involving allegations regarding our vacation pay policies in Illinois. Under the settlement agreement, we agreed to pay $8.0 plus certain related taxes and administrative fees. We maintain that our vacation pay policies were appropriate and we admit no liability or wrongdoing, but we believe that settlement is in our best interest to avoid the costs and disruption of ongoing litigation.

GUARANTEES

We have entered into certain guarantee contracts and stand-by letters of credit that total $156.5 ($118.2 for guarantees and $38.3 for stand-by letters of credit) as of December 31, 2013. The guarantees primarily relate to operating leases and indebtedness. The stand-by letters of credit relate to insurance requirements and debt facilities. If certain conditions were met under these arrangements, we would be required to satisfy our obligation in cash. Due to the nature of these arrangements and our historical experience, we do not expect to make any significant payments under these arrangements.

14.
Segment Data

We are organized and managed primarily 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, and maintains its own financial reports. We have an executive sponsor for each global brand who is responsible for ensuring the integrity and consistency of delivery locally. We develop and implement global workforce solutions for our clients that deliver the outcomes that help them achieve their business strategy. 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; Northern Europe; APME; and Right Management.

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, and ManpowerGroup Solutions. ManpowerGroup Solutions includes Talent Based Outsourcing (TBO), TAPFIN — Managed Service Provider (MSP), Recruitment Process Outsourcing (RPO), Borderless Talent Solutions (BTS), Strategic Workforce Consulting (SWC) and Language Services. The Right Management segment revenues are derived from career management and workforce consulting services. Segment revenues represent sales to external clients. Due to the nature of our business, we generally do not have export sales. We provide services to a wide variety of clients, none of which individually comprise a significant portion of revenues for us as a whole.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. We evaluate performance based on operating unit profit, which is equal to segment revenues less direct costs and branch and national headquarters operating costs. This profit measure does not include goodwill and intangible asset impairment charges or amortization of intangible assets related to acquisitions, interest and other income and expense amounts or income taxes.

Total assets for the segments are reported after the elimination of investments in subsidiaries and intercompany accounts.

Notes to Consolidated Financial StatementsManpowerGroup 2013 Annual Report

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
in millions, except share and per share data

Year Ended December 31	2013			2012			2011
Revenues from Services(a)
Americas:
United States(b)	$	2,967.0		$	3,010.5		$	3,137.3
Other Americas		1,543.2			1,585.4			1,512.1
		4,510.2			4,595.9			4,649.4
Southern Europe:
France		5,284.9			5,425.6			6,179.1
Italy		1,087.6			1,056.8			1,255.8
Other Southern Europe		864.5			768.5			776.9
		7,237.0			7,250.9			8,211.8
Northern Europe		5,738.8			5,773.9			6,159.4
APME		2,447.7			2,728.8			2,661.7
Right Management		316.8			328.5			323.7
	$	20,250.5		$	20,678.0		$	22,006.0
Operating Unit Profit
Americas:
United States	$	99.8		$	60.8		$	94.1
Other Americas		43.9			50.6			47.8
		143.7			111.4			141.9
Southern Europe:
France		198.9			129.6			169.4
Italy		53.8			45.4			74.1
Other Southern Europe		11.9			10.1			10.8
		264.6			185.1			254.3
Northern Europe		139.7			159.8			212.6
APME		70.8			90.7			78.8
Right Management		20.4			13.4			(1.4	)
		639.2			560.4			686.2
Corporate expenses		(93.2	)		(112.0	)		(123.1	)
Intangible asset amortization expense(c)		(34.1	)		(36.7	)		(38.9	)
Interest and other expenses		(36.4	)		(43.3	)		(44.3	)
Earnings before income taxes	$	475.5		$	368.4		$	479.9

(a)	Further breakdown of revenues from services by geographical region is as follows:


Revenues from Services	2013		2012		2011
United States	$	3,080.8	$	3,132.0	$	3,254.6
France		5,313.6		5,448.3		6,201.9
Italy		1,093.0		1,061.6		1,277.1
United Kingdom		1,884.5		1,898.1		1,880.4
Total Foreign		17,169.7		17,546.0		18,751.4

(b)	The United States revenues above represent revenues from our company-owned branches and franchise fees received from our franchise operations, which were $15.2, $14.6 and $13.6 for 2013, 2012 and 2011, respectively.

(c)	Intangible asset amortization related to acquisitions is excluded from operating costs within the reportable segments and corporate expenses, and shown separately.

80	ManpowerGroup 2013 Annual Report Notes to Consolidated Financial Statements

Year Ended December 31	2013		2012		2011
Depreciation and Amortization Expense
Americas:
United States	$	12.3	$	13.4	$	13.5
Other Americas		4.5		4.2		4.0
		16.8		17.6		17.5
Southern Europe:
France		14.1		13.1		12.4
Italy		2.6		2.7		3.3
Other Southern Europe		2.2		2.4		2.7
		18.9		18.2		18.4
Northern Europe		14.0		15.8		17.0
APME		4.8		4.9		5.1
Right Management		4.3		5.1		5.9
Corporate expenses		1.4		2.2		1.6
Amortization of intangible assets(a)		34.1		36.7		38.9
	$	94.3	$	100.5	$	104.4
Earnings from Equity Investments
Americas:
United States	$	—	$	—	$	—
Other Americas		—		—		—
		—		—		—
Southern Europe:
France		0.3		—		(0.4	)
Italy		—		—		—
Other Southern Europe		—		—		—
		0.3		—		(0.4	)
Northern Europe		6.9		2.5		4.3
APME		—		—		—
Right Management		—		—		—
	$	7.2	$	2.5	$	3.9

(a)	Intangible asset amortization related to acquisitions is excluded from operating costs within the reportable segments and corporate expenses, and shown separately.

Notes to Consolidated Financial StatementsManpowerGroup 2013 Annual Report

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
in millions, except share and per share data

Year Ended December 31	2013		2012		2011
Total Assets
Americas:
United States	$	1,476.3	$	1,511.0	$	1,429.9
Other Americas		266.9		317.5		291.8
		1,743.2		1,828.5		1,721.7
Southern Europe:
France		1,950.3		1,756.2		1,822.7
Italy		218.3		301.2		301.3
Other Southern Europe		209.1		187.8		170.3
		2,377.7		2,245.2		2,294.3
Northern Europe		1,951.8		1,732.5		1,714.3
APME		466.7		491.7		472.4
Right Management		134.4		95.4		75.7
Corporate(a)		614.5		619.3		621.3
	$	7,288.3	$	7,012.6	$	6,899.7
Equity Investments
Americas:
United States	$	3.0	$	3.0	$	—
Other Americas		—		—		—
		3.0		3.0		—
Southern Europe:
France		0.4		0.1		0.1
Italy		—		—		—
Other Southern Europe		—		—		—
		0.4		0.1		0.1
Northern Europe		136.5		81.5		75.0
APME		0.3		0.7		0.8
Right Management		—		—		—
	$	140.2	$	85.3	$	75.9

(a)	Corporate assets include assets that were not used in the operations of any segment, the most significant of which were purchased intangibles and cash.

82	ManpowerGroup 2013 Annual Report Notes to Consolidated Financial Statements

Year Ended December 31	2013		2012		2011
Long-Lived Assets(a)
Americas:
United States	$	25.8	$	32.8	$	35.5
Other Americas		10.4		11.2		10.5
		36.2		44.0		46.0
Southern Europe:
France		56.3		59.4		46.0
Italy		6.5		7.0		7.9
Other Southern Europe		10.3		8.6		8.5
		73.1		75.0		62.4
Northern Europe		30.6		40.4		43.3
APME		19.2		22.4		23.3
Right Management		11.3		12.4		11.4
Corporate		0.2		1.2		2.5
	$	170.6	$	195.4	$	188.9
Additions to Long-Lived Assets
Americas:
United States	$	6.0	$	11.6	$	10.0
Other Americas		4.8		5.0		5.5
		10.8		16.6		15.5
Southern Europe:
France		10.7		25.6		16.4
Italy		1.9		1.8		3.7
Other Southern Europe		3.7		2.2		3.1
		16.3		29.6		23.2
Northern Europe		8.8		12.8		18.4
APME		4.3		5.6		5.5
Right Management		4.5		7.4		2.3
	$	44.7	$	72.0	$	64.9

(a)	Further breakdown of long-lived assets by geographical region was as follows:


Long-Lived Assets	2013		2012		2011
United States	$	30.6	$	39.7	$	41.1
France		57.8		61.0		48.1
Italy		6.5		7.1		8.1
United Kingdom		7.4		11.0		12.9
Total Foreign		140.0		155.7		147.8

Notes to Consolidated Financial Statements ManpowerGroup 2013 Annual Report

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
in millions, except share and per share data

15.
Quarterly Data (Unaudited)

		First		Second		Third		Fourth
		Quarter		Quarter		Quarter		Quarter		Total
Year Ended December 31, 2013
Revenues from services	$	4,768.9	$	5,040.7	$	5,188.8	$	5,252.1	$	20,250.5
Gross profit		790.1		836.4		853.6		886.6		3,366.7
Operating profit(a)		54.4		128.1		162.4		167.0		511.9
Net earnings		23.9		68.2		94.7		101.2		288.0
Net earnings per share — basic	$	0.31	$	0.88	$	1.21	$	1.28	$	3.69
Net earnings per share — diluted(b)		0.31		0.87		1.18		1.25		3.62
Dividends per share		—		0.46		—		0.46		0.92
Market price:
High	$	57.31	$	58.23	$	75.18	$	86.66
Low		43.49		51.27		54.65		72.28
Year Ended December 31, 2012
Revenues from services	$	5,096.4	$	5,206.7	$	5,172.3	$	5,202.6	$	20,678.0
Gross profit		847.4		861.7		856.2		876.7		3,442.0
Operating profit(c)		93.8		94.4		118.6		104.9		411.7
Net earnings		40.2		41.0		63.1		53.3		197.6
Net earnings per share — basic	$	0.50	$	0.51	$	0.79	$	0.68	$	2.49
Net earnings per share — diluted(d)		0.50		0.51		0.79		0.68		2.47
Dividends per share		—		0.43		—		0.43		0.86
Market price:
High	$	47.37	$	47.90	$	41.65	$	42.93
Low		36.76		33.99		32.41		35.18

(a)	Included restructuring costs of $34.8, $20.0, $8.1 and $26.5 recorded in the first, second, third and fourth quarters, respectively.

(b)	Included in the results are restructuring costs per diluted share of ($0.32), ($0.18), ($0.08) and ($0.24) for the first, second, third and fourth quarters, respectively.

(c)	Included restructuring costs of $0.1, $20.9, $1.2 and $26.6 recorded in the first, second, third and fourth quarters, respectively.

(d)	Included in the results are restructuring costs of ($0.17) per diluted share in the second quarter and ($0.23) per diluted share in the fourth quarter.

****

84	ManpowerGroup 2013 Annual Report Notes to Consolidated Financial Statements

SELECTED FINANCIAL DATA
in millions, except per share data

As of and for the Year Ended December 31		2013		2012		2011		2010			2009
Operations Data
Revenues from services	$	20,250.5	$	20,678.0	$	22,006.0	$	18,866.5		$	16,038.7
Gross profit		3,366.7		3,442.0		3,706.3		3,245.4			2,818.2
Operating profit (loss)		511.9		411.7		524.2		(122.0	)		41.7
Net earnings (loss)		288.0		197.6		251.6		(263.6	)		(9.2	)
Per Share Data
Net earnings (loss) — basic	$	3.69	$	2.49	$	3.08	$	(3.26	)	$	(0.12	)
Net earnings (loss) — diluted		3.62		2.47		3.04		(3.26	)		(0.12	)
Dividends		0.92		0.86		0.80		0.74			0.74
Balance Sheet Data
Total assets	$	7,288.3	$	7,012.6	$	6,899.7	$	6,729.7		$	6,213.8
Long-term debt		481.9		462.1		266.0		669.3			715.6

Performance Graph

Set forth below is a graph for the periods ending December 31, 2008–2013 comparing the cumulative total shareholder return on our common stock with the cumulative total return of companies in the Standard & Poor’s 400 Midcap Stock Index and the Standard & Poor’s Supercomposite Human Resources and Employment Services Index. We are included in the Standard & Poor’s Supercomposite Human Resources and Employment Services Index and we estimate that we constituted approximately 23% of the total market capitalization of the companies included in the index. The graph assumes a $100 investment on December 31, 2008 in our common stock, the Standard & Poor’s 400 Midcap Stock Index and the Standard & Poor’s Supercomposite Human Resources and Employment Services Index and assumes the reinvestment of all dividends.

December 31	2013	2012	2011	2010	2009	2008
ManpowerGroup	253	125	105	185	161	100
S&P 400 Midcap Stock Index	249	190	163	169	135	100
S&P Supercomposite Human Resources and Employment Services Index	250	143	130	156	136	100

CERTIFICATIONS

ManpowerGroup has filed the Chief Executive Officer/Chief Financial Officer certifications that are required by Section 302 of the Sarbanes-Oxley Act of 2002 as exhibits to its Annual Report on Form 10-K. In 2013, Jeffrey A. Joerres, ManpowerGroup’s Chief Executive Officer, submitted a certification to the New York Stock Exchange in accordance with Section 303A.12 of the NYSE Listed Company Manual stating that, as of the date of the certification, he was not aware of any violation by ManpowerGroup of the NYSE’s corporate governance listing standards.

Selected Financial Data ManpowerGroup 2013 Annual Report

PRINCIPAL OPERATING UNITS

Argentina, Australia, Austria, Bahrain, Belarus, Belgium, Bolivia, Brazil, Bulgaria, Canada, Chile, China, Colombia, Costa Rica, Croatia, Cyprus, Czech Republic, Denmark, Dominican Republic, Ecuador, El Salvador, Estonia, Finland, France, Germany, Greece, Guatemala, Honduras, Hong Kong, Hungary, India, Ireland, Israel, Italy, Japan, Kazakhstan, Korea, Latvia, Lithuania, Luxembourg, Macau, Malaysia, Mexico, Monaco, Morocco, Netherlands, New Caledonia, New Zealand, Nicaragua, Norway, Panama, Paraguay, Peru, Philippines, Poland, Portugal, Puerto Rico, Reunion, Romania, Russia, Serbia, Singapore, Slovakia, Slovenia, South Africa, Spain, Sweden, Switzerland, Taiwan, Thailand, Tunisia, Turkey, Ukraine, United Arab Emirates, United Kingdom, United States, Uruguay, Venezuela and Vietnam

ManpowerGroup™ (NYSE: MAN) is a 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 600,000 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

86	ManpowerGroup 2013 Annual Report Principal Operating Units

CORPORATE INFORMATION

Directors

JEFFREY A. JOERRES

Chairman and CEO until April 30, 2014;

Executive Chairman as of May 1, 2014
ManpowerGroup

MARC J. BOLLAND2

Chief Executive
Marks and Spencer Group

GINA R. BOSWELL1*,3

Executive Vice President —
Personal Care, North America
Unilever

CARI M. DOMINGUEZ2

Former Chair of the Equal Employment
Opportunity Commission

WILLIAM A. DOWNE2

President and CEO
BMO Financial Group

JACK M. GREENBERG2,3,4

Retired Chairman and CEO
McDonald’s Corporation

PATRICIA A. HEMINGWAY HALL1

President and CEO
Health Care Service Corporation

TERRY A. HUENEKE1,4

Retired Executive Vice President
ManpowerGroup

ROBERTO MENDOZA1

Senior Managing Director
Atlas Advisors

ULICE PAYNE JR.1,3*

President and CEO
Addison-Clifton, LLC

ELIZABETH P. SARTAIN2

Founder of Libby Sartain LLC
Former CHRO Yahoo! Inc. and Southwest Airlines

JOHN R. WALTER2,3

Retired President and COO
AT&T Corp.
Former Chairman, President and CEO
R.R. Donnelley & Sons

EDWARD J. ZORE2*,3

Lead Director

Retired President and CEO

Northwestern Mutual

Management

JEFFREY A. JOERRES

Chairman and CEO until April 30, 2014;

Executive Chairman as of May 1, 2014

JONAS PRISING

ManpowerGroup President until April 30, 2014;

Chief Executive Officer as of May 1, 2014

DARRYL GREEN

ManpowerGroup President until April 30, 2014;

President and Chief Operating Officer as of May 1, 2014

MICHAEL J. VAN HANDEL

Executive Vice President
Chief Financial Officer

HANS LEENTJES

Executive Vice President
President — Northern Europe

MARA SWAN

Executive Vice President
Global Strategy and Talent

RAM CHANDRASHEKAR

Executive Vice President
Operational Excellence and IT

President — APME

RICHARD BUCHBAND

Senior Vice President
General Counsel and Secretary

BOARD COMMITTEES

1	Audit Committee
2	Executive Compensation and Human Resources Committee
3	Nominating and Governance Committee
4	Retirement date in 2014
*	Denotes Committee Chair

Corporate Information ManpowerGroup 2013 Annual Report

CORPORATE INFORMATION

WORLD HEADQUARTERS

P.O. Box 2053
100 Manpower Place
Milwaukee, WI 53212 USA
+1.414.961.1000
www.manpowergroup.com

TRANSFER AGENT AND REGISTRAR

Computershare

PO Box 30170
College Station, TX 77842-3170

Or for overnight deliveries:

Computershare
211 Quality Circle, Suite 210
College Station, TX 77845
Shareowners Toll Free: (800) 874-1547
Foreign Shareowners: (201) 680-6578
Web Site: www.computershare.com/investor

STOCK EXCHANGE LISTING

NYSE Symbol: MAN

FORM 10-K

A copy of Form 10-K filed with the Securities and
Exchange Commission for the year ended December 31,
2013 is available without charge after March 15, 2014
and can be obtained at www.manpowergroup.com in the
section titled “Investor Relations” or by writing to:

Richard Buchband
ManpowerGroup
100 Manpower Place
Milwaukee, WI 53212
USA

SHAREHOLDERS

As of February 18, 2014, ManpowerGroup common stock
was held by approximately 3,800 record holders.

ANNUAL MEETING OF SHAREHOLDERS

April 29, 2014 at 10 a.m.
ManpowerGroup World Headquarters
100 Manpower Place
Milwaukee, WI 53212
USA

INVESTOR RELATIONS WEBSITE

The most current corporate and investor information can
be found on the ManpowerGroup corporate Web site at
www.manpowergroup.com. Interested individuals may also
choose to receive ManpowerGroup press releases and
other information via e-mail by subscribing to our E-mail
Alert service at www.manpowergroup.com in the section
titled “Investor Relations.”

88 ManpowerGroup 2013 Annual Report Corporate Information

exhibit_21.htm

Exhibit 21

SUBSIDIARIES OF MANPOWERGROUP INC.

As of December 31, 2013

	Corporation Name	Incorporated in State / Country of
	Huntsville Service Contractors, Inc.	AL
	Benefits S.A.	Argentina
	Cotecsud S.A.S.E.	Argentina
	Right Management S.A.	Argentina
	Ruralpower SA	Argentina
	Salespower S.A.	Argentina
	Manpower Services (Australia) Pty. Ltd.	Australia
	Right Management Consultants (OC) Pty Ltd.	Australia
	Right Management Consultants Holdings Pty Ltd	Australia
	Right Management Consultants International Pty Ltd	Australia
	Right Management Consultants Pty Ltd	Australia
	Safesearch Pty Limited	Australia
	Experis GmbH	Austria
	ManpowerGroup GmbH	Austria
	ManpowerGroup Holding GmbH	Austria
	Right Management Austria GmbH	Austria
	Manpower Professional Bahrain S.P.C.	Bahrain
	Manpower Bel LLC	Belarus
	RO of Manpower CIS LLC in Belarus Republic	Belarus
	Experis Belgium SA	Belgium
	ManpowerGroup Solutions Belgium SA	Belgium
	Right Management Belgium NV	Belgium
	S.A. Manpower (Belgium) N.V. Netmagic II Sarl Network Computing Technology & Services SARL	Belgium Belgium Belgium
	Manpower Brasil Ltda.	Brazil
	Manpower Professional Ltda.	Brazil
	Manpower Staffing Ltda.	Brazil
	Right do Brasil Ltda	Brazil
	Clarendon Parker Holdings Ltd	British Virgin Islands
	Bulgaria Team EOOD	Bulgaria
	Manpower Bulgaria OOD	Bulgaria
	Manpower, Inc. / California Peninsula	CA
	Pure Solutions, Inc. Techno5, Inc.	CA Canada
	Manpower Services Canada Limited	Canada
	Right Management Canada	Canada
	Experis Management Consulting (Shanghai) Co. Ltd. Manpower & MIITEC Staffing Services (Beijing) Co., Ltd.	China China
	Manpower & Reach Human Resource Services (Guangzhou) Co., Ltd.	China
	Manpower & Standard Human Resources (Shanghai) Co. Ltd.	China
	Manpower & Standard Labor Service (Beijing) Co. Ltd.	China
	Manpower Business Consulting (Shanghai) Co. Ltd.	China
	Manpower Caden (China) Co., Ltd.	China
	Right Management China	China
	Xi'an Foreign Enterprise Service Co., Ltd. Manpower Staffing Services (Shanghai) Co. Ltd.	China China
	Manpower de Columbia Ltda.	Colombia
	Manpower Professional Ltd.	Colombia
	Manpower Costa Rica, S.A.	Costa Rica
	Manpower Professional Costa Rica, S.A.	Costa Rica
	Manpower DOO	Croatia
	Manpower Savjetovanje DOO	Croatia
	ManpowerGroup Business Solutions Ltd.	Cyprus
	Right Czech Republic	Czech Republic
	ManpowerGroup s r.o.	Czech Republic
	blueRADIAN Engineering, LLC	DE
	CareerHarmony, Inc.	DE
	COMSYS Information Technology Services, LLC	DE
	Experis IT Services US, LLC	DE
	Econometrix, LLC	DE
	Experis Finance US, LLC	DE
	Manpower CIS Inc.	DE
	Manpower Finances LLC	DE
	Manpower Franchises, LLC	DE
	Manpower Holdings, Inc.	DE
	Manpower US Inc.	DE
	PFI LLC	DE
	Plum Rhino Consulting LLC	DE
	Right License Holding, Inc.	DE
	TAPFIN LLC	DE
	USCADEN Corporation	DE
	Experis A/S	Denmark
	Manpower Europe Holdings, Aps	Denmark
	Right Management Denmark A/S	Denmark
	Right Management Nordic Holding A/S	Denmark
	Manpower Republica Dominicana, S.A.	Dominican Rebublic
	Manpower El Salvador, S.A. de C.V.	El Salvador
	Manpower OÜ	Estonia
	ManpowerGroup Solutions OY	Finland
	ManpowerGroup OY	Finland
	Manpower Inclusive OY	Finland
	ManpowerGroup Contact Center OY	Finland
	Right Management Finland OY AB Aitika Telecom Sas Architech Information System Sas Arkes Informatique Sas	Finland France France France
	Damilo Consulting Sas Damilo Information Technology Sas Damilo Sas EABI Consulting Sas Elan I.T. Resource SAS Experis Executive France Experis Executive Lyon SAS Finatel SAS Homecom Institut Sas Leader Conseil Informatique Sas ManpowerGroup Solutions SAS Manpower Egalite Des Chances SAS Manpower France Holding SAS Manpower France SAS Manpower Nouvelles Competences SAS	France France France France France France France France France France France France France France France
	ManpowerGroup France Sas Ovialis SAS Proservia SA	France France France
	Right Management SAS	France
	Supplay SAS Syfadis SAS Tapfin SARL Techno 5 France Sas Timarance Sas	France France France France France
	AviationPower GmbH AviationStaff Management	Germany Germany
	AviationworX GmbH	Germany
	Bankpower GmbH Personaldienstleistungen	Germany
	Elan IT Services GmbH	Germany
	Jefferson Wells GmbH	Germany
	Manpower Beteiligungsgesellschaft mbH	Germany
	Manpower Business Solutions GmbH	Germany
	Manpower Deutschland GmbH	Germany
	Manpower GmbH & Co. KG Personaldienstleistungen	Germany
	Experis GmbH	Germany
	Right Management GMBH	Germany
	Vivento Interim Services GmbH	Germany
	ManpowerGroup S.A.	Greece
	Project Solutions S.A.	Greece
	Manpower Guatemala S.A.	Guatemala
	Manpower Professional Guatemala S.A.	Guatemala
	Manpower Honduras, S.A.	Honduras
	Jefferson Wells HK Limited	Hong Kong
	Manpower Services (Hong Kong) Limited	Hong Kong
	Right Management Consultants Ltd (Hong Kong)	Hong Kong
	Right Management Hong Kong Ltd.	Hong Kong
	Standard Management Consulting Limited	Hong Kong
	Manpower Business Solutions Kft	Hungary
	Manpower Munkaero Szervezesi KFT	Hungary
	Complete Business Services of Illinois, Inc.	IL
	RMC OF Illinois, Inc.	IL
	Transpersonnel, Inc.	IL
	Comsys IT India, Inc.	India
	Experis IT Private Limited	India
	Experis Solutions Pvt. Ltd.	India
	ManpowerGroup Services India Pvt. Ltd.	India
	Right Management India Private Limited	India
	Experis Limited	Ireland
	Manpower (Ireland) Group Limited	Ireland
	Manpower (Ireland) Limited	Ireland
	PHI Transition Limited	Ireland
	Right Transition Ltd	Ireland
	Adam Ltd.	Israel
	Adi Ltd.	Israel
	Career Harmony, Ltd. Career Management of Housing for Ederly Ltd. Experis BI Ltd. Experis I.T.S. Ltd Experis Software LTD M.F.S. Manpower Facility Services Ltd. M.P.H. Holdings Ltd. Manpower Care Ltd.	Israel Israel Israel Israel Israel Israel Israel Israel
	ManpowerGroup Solutions Ltd.	Israel
	Manpower Israel Limited	Israel
	Manpower Miluot Ltd.	Israel
	ManpowerGroup Israel Holdings Ltd.	Israel
	MGS Language Services	Israel
	MNPM LTD	Israel
	Nativ 2 Ltd.	Israel
	Telepower Ltd.	Israel
	Unison Engineering Projects Ltd	Israel
	Elan Solutions SRL	Italy
	Experis S.r.l.	Italy
	Jefferson Wells Srl	Italy
	JTeck S.r.l	Italy
	ManpowerGroup Solutions SRL	Italy
	Manpower Formazione Spa	Italy
	Manpower Italia S.r.l.	Italy
	Manpower S.r.l	Italy
	Right Management Consultants (Italy) SRL	Italy
	Human Business Associates Co. Ltd.	Japan
	JobSearchpower Co. Ltd.	Japan
	JobSupportpower Co. Ltd.	Japan
	Legal Futures Japan K.K.	Japan
	ManpowerGroup Co. Limited	Japan
	Motus Godokaisha	Japan
	Manpower Kaz LLC	Kazakhstan
	Representative office of Manpower CIS LLC in Kazakhstan	Kazakhstan
	Manpower Korea, Inc.	Korea
	Manpower Service Inc.	Korea
	Right Management Korea Co. Ltd.	Korea
	Representative office of UAB "Manpower Lit" in Latvia	Latvia
	Manpower Lit UAB	Lithuania
	Elan IT Resource S.a.r.l.	Luxembourg
	Manpower Business Solutions Luxembourg S.A.	Luxembourg
	Manpower Luxembourg S.A.	Luxembourg
	Right Management Luxembourg SA	Luxembourg
	Manpower Services (Macau) Limited	Macau
	Agensi Pekerjaan Manpower Recruitment Sdn Bhd	Malaysia
	Manpower Business Solutions (M) Sdn Bhd	Malaysia
	Manpower Staffing Services (Malaysia) Sdn Bhd	Malaysia
	Right Management (Malaysia) Sdn Bhd	Malaysia
	Right Management Consultants International Pty Ltd	Malaysia
	Techpower Consulting Sdn Bhd	Malaysia
	Manpower Antilles	Martinique
	Agropower, S.A. de C.V.	Mexico
	Factoria Y Manufactura S.A. de C.V.	Mexico
	Intelecto Tecnologico, S.A. De C.V.	Mexico
	Manpower Corporativo, S.A. de C.V.	Mexico
	Manpower Industrial, S. de R.L. de C.V.	Mexico
	Manpower Mensajeria, S.A. de C.V.	Mexico
	Manpower Professional, S.A. de C.V.	Mexico
	Manpower, S.A. de C.V.	Mexico
	Nurse.Co de Mexico, S.A. de C.V.	Mexico
	Payment Services S.A. de C.V.	Mexico
	Right Management S.A. de C.V.	Mexico
	Tecnologia Y Manufactura, S.A. de C.V. Experis Mexico S.A. de C.V.	Mexico Mexico
	Manpower Monaco SAM	Monaco
	Management Business Services Maroc Sarl	Morocco
	Societe Marocaine De Travail Temporaire Sarl	Morocco
	Manpower B.V.	Netherlands
	Manpower Direkt B.V.	Netherlands
	Manpower Management B.V.	Netherlands
	ManpowerGroup Netherlands B.V.	Netherlands
	ManpowerGroup Solutions B.V.	Netherlands
	Manpower Solutions B.V.	Netherlands
	Manpower Special Staffing B.V.	Netherlands
	Right Management Nederland B.V.	Netherlands
	Ultraflex B.V.	Netherlands
	Ultrasearch B.V.	Netherlands
	Experis Nederland B.V.	Netherlands
	Manpower Nouvelle Caledonie Sarl	New Caledonia
	Manpower Recrutement Sarl	New Caledonia
	Manpower Services (New Zealand) Ltd.	New Zealand
	Right Management Consultants (OC) Pty. Ltd (NZ)	New Zealand
	Manpower Nicaruagua S.A.	Nicaragua
	Experis AS	Norway
	Experis Staffing Services AS	Norway
	Framnaes Installajon A/S	Norway
	Manpower AS	Norway
	ManpowerGroup Solutions AS	Norway
	ManpowerGroup AS	Norway
	Manpower Staffing Services AS	Norway
	Right Management Norway A/S	Norway
	Workshop Bemanning og Kompetanse AS	Norway
	Workshop Holding AS	Norway
	Manpower Incorporated of New York	NY
	TRI County Business Services, Inc.	OH
	Right Management Inc.	PA
	Manpower Panama S.A.	Panama
	Temporales Panama S.A. Staffing Services Panama, S.A.	Panama Panama
	Manpower Paraguay S.R.L.	Paraguay
	Manpower Peru S.A.	Peru
	Manpower Professional Services S.A.	Peru
	Right Management Peru S.A.C.	Peru
	Manpower Outsourcing Services Inc.	Philippines
	Elan IT Resource Sp. z o.o.	Poland
	HR Hunters Sp.z.o.o.	Poland
	ManpowerGroup Polska Sp. z o.o.	Poland
	Manpower Transactions Sp. z o.o.	Poland
	MP Management Sp.z.o.o.	Poland
	MP Services Sp. z o.o.	Poland
	Right Management Poland ManpowerGroup Solutions SP. Zo.o.	Poland Poland
	Experis Lda.	Portugal
	Manpower Empresa de Trabalho Temporario, S.A.	Portugal
	ManpowerGroup Solutions LDA ManpowerGroup Portugal – SGPS, S.A.	Portugal Portugal
	Manpower Ocean Indien	Reunion
	SC Manpower Romania SRL	Romania
	Manpower CIS LLC	Russia
	Clarendon Parker Arabia	Saudi Arabia
	Manpower Business Solutions d.o.o.	Serbia
	Manpower LLC Belgrade	Serbia
	Manpower Professional Singapore Pte Ltd	Singapore
	Manpower Staffing Services (Singapore) Pte. Ltd.	Singapore
	Right Management Singapore Pte. Ltd.	Singapore
	WDC Consulting Singapore Pte. Ltd.	Singapore
	Manpower Slovakia SRO	Slovakia
	Manpower d.o.o.	Slovenia
	Manpower SA (Pty) Ltd.	South Africa
	ByManpower, S.L.U.	Spain
	Experis ManpowerGroup S.L.U.	Spain
	ManpowerGroup Solutions, S.L.U	Spain
	Manpower Team E.T.T., S.A.U.	Spain
	Right Management Spain, S.L.U.	Spain
	Elan IT Resources AB	Sweden
	ManpowerGroup Solutions IT AB	Sweden
	Experis AB	Sweden
	ManpowerGroup AB	Sweden
	Manpower AB	Sweden
	ManpowerGroup Solutions AB	Sweden
	Manpower EL & Tele AB	Sweden
	Manpower HälsoPartner AB	Sweden
	Manpower Student AB	Sweden
	Manpower Telge Jobbstart AB	Sweden
	Nordic Talent Professionals	Sweden
	Right Management Sweden AB	Sweden
	Experis AG	Switzerland
	M.S.A.	Switzerland
	Experis Schweiz AG	Switzerland
	Right Management Switzerland AG	Switzerland
	Manpower Services (Taiwan) Co., Ltd.	Taiwan
	Right Management Taiwan Co., Ltd.	Taiwan
	HR Power Solution Co. Ltd	Thailand
	Manpower Professional and Executive Recruitment Co., Ltd.	Thailand
	Skillpower Services (Thailand) Co. Ltd.	Thailand
	Manpower Business Services Tunisie Sarl	Tunisia
	Manpower Tunisie Sarl	Tunisia
	Manpower Tunisie International Sarl	Tunisia
	Manpower Insan Kaynaklari Limited Sirketi	Turkey
	Manpower Secme ve Yerlestirme Hizmetleri Limited Sirketi	Turkey
	HR Staffing, LLC	TX
	Manpower Middle East FZ-LLC	UAE
	Manpower Middle East LLC	UAE
	Manpower Ukraine LLC	Ukraine
	Representative office of Manpower CIS LLC in Ukraine	Ukraine
	Bafin Holdings	United Kingdom
	Brook Street (UK) Limited	United Kingdom
	Brook Street Bureau PLC	United Kingdom
	BS Project Services Limited	United Kingdom
	Challoners Limited	United Kingdom
	Comsys VMS Limited	United Kingdom
	Jefferson Wells Limited	United Kingdom
	Juice Resource Solutions Limited	United Kingdom
	Experis Limited	United Kingdom
	Experis Group Limited	United Kingdom
	Experis Resource Support Services Limited	United Kingdom
	Experis Finance Limited	United Kingdom
	Manpower Contract Services Limited	United Kingdom
	Manpower Holdings Limited	United Kingdom
	Manpower IT Services Limited	United Kingdom
	Manpower Nominees Limited	United Kingdom
	Manpower Public Limited Company	United Kingdom
	Manpower Services Ltd.	United Kingdom
	Manpower UK Limited	United Kingdom
	Nicholas Andrews Limited	United Kingdom
	Right Corecare Limited	United Kingdom
	Right Management Limited	United Kingdom
	RMC EMEA Limited	United Kingdom
	SJB Corporate Limited	United Kingdom
	SJB Services UK Limited	United Kingdom
	Temp Finance & Accounting Service Limited	United Kingdom
	The Empower Group Ltd.	United Kingdom
	777 Recruitment Limited	United Kingdom
	Aris Sociedad Anonima	Uruguay
	ManpowerGroup Public Sector Inc.	VA
	Manpower de Venezuela C.A.	Venezuela
	Manpower Empresa de Trabajo Temporal, C.A.	Venezuela
	Servicios Alleray, C.A.	Venezuela
	Manpower Vietnam Company Ltd.	Vietnam
	Right Management Vietnam Company Ltd.	Vietnam
	Manpower Nominees Inc.	WI
	Manpower of Indiana Limited Partnership	WI
	Manpower of Texas Limited Partnership	WI
	Experis US Inc	WI
	Manpower Texas Holdings LLC	WI
	Resource Consulting Group, Inc.	WI
	Signature Graphics of Milwaukee, LLC ManpowerGroup US Inc. ManpowerGroup Global Inc.	WI WI WI
	ManpowerGroup Mexico Holdings LLC	WI

exhibit_23-1.htm

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 33-40441, 33-55264, 33-84736, 333-1040, 333-31021, 333-82459, 333-66656, 333-105205, 333-112164, 333-126703, 333-135000, 333-161765, and 333-174305 on Form S-8 and Registration Nos. 333-650, 33-95896, and 333-87554 on Form S-4 of our reports dated February 21, 2014, relating to the consolidated financial statements and consolidated financial statement schedule of ManpowerGroup Inc. and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in or incorporated by reference in the Annual Report on Form 10-K of the Company for the year ended December 31, 2013.

\s\ Deloitte & Touche LLP

Milwaukee, Wisconsin

February 21, 2014

exhibit_24.htm

Exhibit 24

POWER OF ATTORNEY FOR ANNUAL REPORT ON FORM 10-K

Each of the undersigned directors of ManpowerGroup Inc. (the “Company”) hereby constitutes and appoints Jeffrey A. Joerres, Michael J. Van Handel and Richard Buchband, and each of them, the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead to sign for the undersigned and in the undersigned’s name in the capacity as a director of the Company the Annual Report on Form 10-K for the Company’s fiscal year ended December 31, 2013, and to file the same, with all exhibits thereto, other documents in connection therewith, and any amendments to any of the foregoing, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the undersigned’s substitute, may lawfully do or cause to be done by virtue hereof. Any previous power of attorneys with respect to the subject matter hereof are revoked.

IN WITNESS WHEREOF, the undersigned have each executed this Power of Attorney for Annual Report on Form 10-K, on one or more counterparts, as of the 20th day of January, 2014.

	/s/ Marc J. Bolland		/s/ Jeffrey A. Joerres
	Marc J. Bolland		Jeffrey A. Joerres



	/s/ Gina R. Boswell		/s/ Roberto Mendoza
	Gina R. Boswell		Roberto Mendoza



	/s/ Cari M. Dominguez		/s/ Ulice Payne, Jr.
	Cari M. Dominguez		Ulice Payne, Jr.



	/s/ William Downe		/s/ Elizabeth P. Sartain
	William Downe		Elizabeth P. Sartain



	/s/ Jack M. Greenberg		/s/ John R. Walter
	Jack M. Greenberg		John R. Walter



	/s/ Terry A. Hueneke		s/ Edward J. Zore
	Terry A. Hueneke		Edward J. Zore



	/s/ Patricia A. Hemingway Hall
	Patricia A. Hemingway Hall

exhibit_31-1.htm

Exhibit 31.1

CERTIFICATION

I, Jeffrey A. Joerres, Chairman and Chief Executive Officer of ManpowerGroup Inc., certify that:

I have reviewed this annual report on Form 10-K of ManpowerGroup Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated: February 21, 2014

/s/ Jeffrey A. Joerres
Jeffrey A. Joerres
Chairman, Chief Executive Officer

exhibit_31-2.htm

Exhibit 31.2

CERTIFICATION

I, Michael J. Van Handel, Executive Vice President and Chief Financial Officer of ManpowerGroup Inc., certify that:

I have reviewed this annual report on Form 10-K of ManpowerGroup Inc.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated: February 21, 2014

/s/ Michael J. Van Handel
Michael J. Van Handel
Executive Vice President, Chief Financial Officer

exhibit_32-1.htm

Exhibit 32.1

STATEMENT

Pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. ss. 1350, the undersigned officer of ManpowerGroup Inc. (the “Company”), hereby certifies that to his knowledge:

(1)

the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2)

the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.


MANPOWERGROUP INC.

Dated: February 21, 2014

/s/ Jeffrey A. Joerres
Jeffrey A. Joerres
Chairman, Chief Executive Officer

This certification accompanies this Annual Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of the Securities Exchange Act of 1934.

exhibit_32-2.htm

Exhibit 32.2

STATEMENT

Pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. ss. 1350, the undersigned officer of ManpowerGroup Inc. (the “Company”), hereby certifies that to his knowledge:

(1)

(2)

the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.


MANPOWERGROUP INC.

Dated: February 21, 2014

/s/ Michael J. Van Handel
Michael J. Van Handel
Executive Vice President, Chief Financial Officer