(1) Basis of Presentation and Accounting Policies

Basis of Presentation

Certain information and footnote disclosures normally included in the financial statements prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although we believe that the disclosures are adequate to make the information presented not misleading. These Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements included in our ~~2020~~2021 Annual Report on Form 10-K.

The information furnished reflects all adjustments that, in the opinion of management, were necessary for a fair statement of the Consolidated Financial Statements for the periods presented. Such adjustments were of a normal recurring nature, unless otherwise disclosed.

~~COVID-19~~

The global spread of COVID-19, which was declared a global pandemic by the World Health Organization in March 2020, has created significant volatility, uncertainty and global macroeconomic disruption. The COVID-19 crisis began to negatively impact our business, operations and consolidated financial statements during the last two weeks of March 2020, with significant lockdown measures implemented by the end of March 2020 in our main markets in Europe and North America, as well as in certain other countries. We continued to experience the negative impacts of the COVID-19 crisis in the third quarter of 2021, particularly related to the impact on supply chains and labor shortages as we believe certain parts of the workforce did not return to the labor market in many industries and markets over concerns about the COVID-19 Delta variant. Although many markets strengthened throughout the first nine months of 2021, the COVID-19 crisis had an adverse effect of curtailing economic activity in certain markets, affecting demand for our services. Continued uncertainty remains as to the future impact of the pandemic on global and local economies.

We continue to monitor and assess the impacts that the COVID-19 pandemic may have on our financial condition, liquidity and future results of operations. However, we cannot predict with certainty what the impact will be on future periods. For further information on the impacts of COVID-19 on our business, operations and financial results, see Part I, Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Allowance for Doubtful Accounts

We have an allowance for doubtful accounts recorded as an estimate of the accounts receivable that may not be collected. This allowance is calculated on an entity-by-entity basis with consideration of historical write-off experience, age of receivables, market conditions, and a specific review for potential bad debts. Items that affect this balance mainly include bad debt expense and the write-off of accounts receivable balances.

A rollforward of our allowance for doubtful accounts is shown below:

Nine Months Ended
September 30, 2021

Balance, December 31, 2020

$
128.1

Provisions charged to earnings

13.7

Write-offs

(11.7
)
Translation adjustments

(6.3
)
Reclassifications and other

0.2

Balance, September 30, 2021

$
124.0

10


	Three Months Ended March 31, 2022
Balance, December 31, 2021	$	121.6
Provisions charged to earnings		2.8
Write-offs		(1.4	)
Translation adjustments		(2.2	)
Balance, March 31, 2022	$	120.8

Leases

We determine whether a contract is or contains a lease at contract inception. Right-of-use (“ROU”) assets and long-term lease liabilities are presented as separate line items on our Consolidated Balance Sheets. Current operating lease liabilities are included in accrued expenses on our Consolidated Balance Sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. As the rate implicit in the lease is not readily determinable in most of our leases, we use our incremental borrowing rate. We determine our incremental borrowing rate at the commencement date using our unsecured borrowing rate, adjusted for collateralization, lease term, economic environment, currency and other factors. ROU assets are recognized at commencement date at the value of the related lease liabilities, adjusted for any prepayments, lease incentives received, and initial direct costs incurred. Our lease terms include options to renew or not terminate the lease when it is reasonably certain that we will exercise that option.

Lease expenses for operating leases are recognized on a straight-line basis over the lease term and recorded in selling and administrative expenses on the Consolidated Statements of Operations.

8

Goodwill Impairment

In accordance with the accounting guidance on goodwill, we perform an annual impairment test of goodwill at our reporting unit 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 evaluate the recoverability of goodwill utilizing an income approach that estimates the fair value of the future discounted cash flows to which the goodwill relates. This approach reflects management’s internal outlook of the reporting units, which is believed to be the best determination of value due to management’s insight and experience with the reporting units. Significant assumptions used in our goodwill impairment tests include: expected future revenue growth rates, operating unit profit margins, working capital levels, discount rates, and a terminal value multiple.

We performed our annual impairment test of our goodwill and indefinite-lived intangible assets during the third quarter of 2021 and determined that there was 0 impairment of our goodwill or indefinite-lived intangible assets.

The table below provides our reporting units’ estimated fair values and carrying values, determined as part of our annual goodwill impairment test performed in the third quarter, representing approximately 80% of our consolidated goodwill balance as of September 30, 2021.

(in millions)

France

United States

United Kingdom

Canada

Sweden

Netherlands

Estimated fair values

$
3,130.8

$
1,480.2

$
412.0

$
203.5

$
150.1

$
130.5

Carrying values

1,358.2

912.4

335.4

103.9

85.4

123.7

The fair value of each reporting unit was at least 20% in excess of the respective reporting unit’s carrying value with the exception of the Netherlands reporting unit, which is part of the Northern Europe segment. The Netherlands reporting unit had a fair value that exceeded its carrying value by approximately 5.5%. Key assumptions included in the Netherlands discounted cash flow valuation performed during the third quarter of 2021 included a discount rate of 10.4%, revenue growth for the next three years ranging from 3.0% - 5.0%, a terminal value revenue growth rate of 2.0%, and a terminal value OUP margin of 3.5%. If the Netherlands reporting unit cannot improve from its current operating levels and meet its operating targets ~~and/or recover from the deteriorated macroeconomic, industry, and market conditions, it may not~~to achieve the growth and margin assumptions noted above, ~~and~~ some or all of the recorded goodwill for the Netherlands reporting unit, which was $~~114.2~~109.2 as of ~~September 30, 2021,~~March 31, 2022, could be subject to impairment.

11

While our other reporting units' fair values exceeded 20% or more of their respective carrying values, ~~given the uncertainty of the financial impacts from the COVID-19 pandemic,~~ there could be significant further decreases in the operating results of our reporting units for a sustained period, which may result in a recognition of goodwill impairment that could be material to the Consolidated Financial Statements.

~~Subsequent Events~~

On October 1, 2021, we acquired ettain group, one of the largest privately held IT resourcing and services providers in North America. Effective that date, ettain group became part of our Experis business in the Americas segment. The aggregate cash consideration paid was $~~930.9. Of the total consideration paid, $925.0~~ ~~was for the acquired interests and the remaining $5.9~~ ~~was for the excess working capital and cash. The transaction was funded with cash on hand and a $150.0~~ ~~draw on our revolving credit facility on October 1, 2021. We expect to finalize the net working capital adjustments in the fourth quarter of 2021.~~

The acquisition of ettain group will be accounted for as a business combination and the assets and liabilities of ettain group will be included in the Consolidated Balance Sheets as of the acquisition date, and its performance will be included in the Consolidated Statements of Operations subsequent to the acquisition date. The major classes of assets and liabilities of ettain group are expected to be cash and cash equivalents, accounts receivable, current and long-term liabilities, deferred taxes, and goodwill and other amortizable intangible assets.

(2) Recent Accounting Standards

Accounting Standards Effective as of January 1, ~~2021~~2022

In ~~December 2019,~~November 2021, the FASB issued new guidance on ~~income taxes.~~disclosures by business entities about government assistance. The guidance ~~removes~~requires business entities to disclose, in notes to their financial statements, information about certain ~~exceptions to the general income tax accounting principles, and clarifies and amends existing guidance to facilitate consistent application~~types of ~~the accounting principles.~~government assistance they receive. The new guidance was effective for us as of January 1, ~~2021~~2022. The adoption of this guidance ~~did not have a~~ ~~material~~had no impact on our Consolidated Financial Statements.

~~In January 2020, the FASB issued new~~ ~~guidance~~ on equity method investments. The guidance clarifies the interactions between the existing accounting standards on equity securities, equity method and joint ventures, and derivatives and hedging. The new guidance addresses accounting for the transition into and out of the equity method and measuring certain purchased options and forward contracts to acquire investments. The new guidance was effective for us as of ~~January 1, 2021. The adoption of this guidance did not have a~~ ~~material impact~~ ~~on our Consolidated Financial Statements.~~

~~Recently Issued Accounting Standards~~

In March 2020, the FASB issued new guidance on accounting for contract modifications, including hedging relationships, due to the transition from LIBOR and other interbank offerings related to alternative reference interest rates. The guidance iswas effective upon issuance and can be applied to applicable contract modifications through December 31, ~~2022.~~2022. The adoption of this guidance has not had ~~a material~~any impact on our Consolidated Financial Statements, and we do not expect it to have a material impact going forward.

Recently Issued Accounting Standards

In November 2021, the FASB issued new guidance on business combinations. The guidance added the contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with the revenue recognition standard. The new guidance is effective for us as of January 1, 2023. We do not expect the adoption of this guidance to have a material impact on our Consolidated Financial Statements.

(3) Revenue Recognition

For certain client contracts where we recognize revenues over time, we recognize the amount that we have the right to invoice, which corresponds directly to the value provided to the client of our performance to date.

We do not disclose the amount of unsatisfied performance obligations for client contracts with an original expected length of one year or less and those client contracts for which we recognize revenues at the amount to which we have the right to invoice for services performed. We have other contracts with revenues expected to be recognized subsequent to ~~September 30, 2021,~~March 31, 2022, related to remaining performance obligations, which are not material.

12

We record accounts receivable when our right to consideration becomes unconditional. Contract assets primarily relate to our rights to consideration for services provided that they are conditional on satisfaction of future performance obligations. We record contract liabilities (deferred revenue) when payments are made or due prior to the related performance obligations being satisfied. The current portion of our contract liabilities is included in accrued liabilities in our Consolidated Balance Sheets. We do not have any material contract assets or long-term contract liabilities.

Our deferred revenue was $~~30.5~~33.5 as of ~~September 30, 2021~~March 31, 2022 and $~~34.9~~34.8 as of December 31, ~~2020.~~2021.

In the following table, revenue is disaggregated by service types for each of our reportable segments. See Note 2 to the Consolidated Financial Statements in our ~~2020~~2021 Annual Report on Form 10-K for descriptions of revenue service types.


	Three Months Ended September 30,																					Three Months Ended March 31,
	2021											2020										2022											2021
	Staffing and Interim		Outcome- Based Solutions and Consulting		Permanent Recruitment		Other		Total			Staffing and Interim		Outcome- Based Solutions and Consulting		Permanent Recruitment		Other		Total		Staffing and Interim		Outcome- Based Solutions and Consulting		Permanent Recruitment		Other		Total			Staffing and Interim		Outcome- Based Solutions and Consulting		Permanent Recruitment		Other		Total
Americas:
United States	$	525.0	$	46.1	$	40.4	$	33.4	$	644.9		$	478.2	$	33.0	$	21.3	$	46.3	$	578.8	$	739.9	$	57.1	$	54.2	$	38.2	$	889.4		$	510.1	$	28.8	$	28.5	$	41.4	$	608.8
Other Americas		328.8		12.6		9.7		1.6		352.7			332.0		10.9		4.0		3.4		350.3		336.9		12.0		11.2		1.7		361.8			374.9		9.9		6.1		3.2		394.1
		853.8		58.7		50.1		35.0		997.6			810.2		43.9		25.3		49.7		929.1		1,076.8		69.1		65.4		39.9		1,251.2			885.0		38.7		34.6		44.6		1,002.9
Southern Europe:
France		1,220.0		79.6		12.7		4.7		1,317.0			1,119.8		72.4		9.8		3.3		1,205.3		1,101.5		70.3		16.5		4.1		1,192.4			1,084.0		86.5		12.8		5.6		1,188.9
Italy		432.4		8.7		11.0		4.3		456.4			335.1		7.0		6.0		3.1		351.2		417.8		8.1		13.7		5.4		445.0			381.5		7.7		9.7		3.9		402.8
Other Southern Europe		501.8		90.6		14.0		2.8		609.2			456.8		87.0		8.7		3.4		555.9		443.5		94.1		15.8		3.1		556.5			460.8		92.6		11.7		3.5		568.6
		2,154.2		178.9		37.7		11.8		2,382.6			1,911.7		166.4		24.5		9.8		2,112.4		1,962.8		172.5		46.0		12.6		2,193.9			1,926.3		186.8		34.2		13.0		2,160.3
Northern Europe		1,049.3		62.4		37.0		17.9		1,166.6			845.7		63.2		22.2		16.6		947.7		977.1		55.0		45.3		17.1		1,094.5			1,018.8		64.8		29.5		20.7		1,133.8
APME		461.2		103.7		36.0		10.3		611.2			469.3		86.0		30.0		10.3		595.6		463.1		109.3		37.2		8.6		618.2			480.8		98.4		37.4		10.8		627.4
		4,518.5		403.7		160.8		75.0		5,158.0			4,036.9		359.5		102.0		86.4		4,584.8		4,479.8		405.9		193.9		78.2		5,157.8			4,310.9		388.7		135.7		89.1		4,924.4
Intercompany Eliminations										(17.4	)										0										(14.5	)										—
Total									$	5,140.6										$	4,584.8									$	5,143.3										$	4,924.4



	Nine Months Ended September 30,
	2021											2020
	Staffing and Interim		Outcome- Based Solutions and Consulting		Permanent Recruitment		Other		Total			Staffing and Interim		Outcome- Based Solutions and Consulting		Permanent Recruitment		Other		Total
Americas:
United States	$	1,562.1	$	108.4	$	100.8	$	111.2	$	1,882.5		$	1,425.9	$	93.6	$	62.1	$	124.0	$	1,705.6
Other Americas		1,097.5		33.5		23.7		7.6		1,162.3			1,018.7		30.6		12.6		9.2		1,071.1
		2,659.6		141.9		124.5		118.8		3,044.8			2,444.6		124.2		74.7		133.2		2,776.7
Southern Europe:
France		3,545.1		249.7		40.5		17.4		3,852.7			2,781.5		213.0		29.7		10.9		3,035.1
Italy		1,257.3		24.6		32.5		13.9		1,328.3			897.2		20.7		19.0		10.5		947.4
Other Southern Europe		1,458.2		277.5		38.9		9.7		1,784.3			1,253.3		252.6		30.1		9.4		1,545.4
		6,260.6		551.8		111.9		41.0		6,965.3			4,932.0		486.3		78.8		30.8		5,527.9
Northern Europe		3,135.7		193.8		102.6		58.8		3,490.9			2,563.6		198.5		73.1		46.7		2,881.9
APME		1,407.5		304.2		113.2		33.6		1,858.5			1,386.5		250.9		95.1		27.1		1,759.6
		13,463.4		1,191.7		452.2		252.2		15,359.5			11,326.7		1,059.9		321.7		237.8		12,946.1
Intercompany Eliminations										(17.4	)										0
Total									$	15,342.1										$	12,946.1

1310

In the following table, revenue is disaggregated by timing of revenue recognition for each of our reportable segments:


	Three Months Ended September 30,													Three Months Ended March 31,
	2021							2020						2022							2021
	Services transferred over time		Services transferred at a point in time		Total			Services transferred over time		Services transferred at a point in time		Total		Services transferred over time		Services transferred at a point in time		Total			Services transferred over time		Services transferred at a point in time		Total
Americas:
United States	$	623.2	$	21.7	$	644.9		$	567.6	$	11.2	$	578.8	$	858.8	$	30.6	$	889.4		$	594.7	$	14.1	$	608.8
Other Americas		346.6		6.1		352.7			347.6		2.7		350.3		355.0		6.8		361.8			390.2		3.9		394.1
		969.8		27.8		997.6			915.2		13.9		929.1		1,213.8		37.4		1,251.2			984.9		18.0		1,002.9
Southern Europe:
France		1,305.5		11.5		1,317.0			1,196.4		8.9		1,205.3		1,177.0		15.4		1,192.4			1,176.9		12.0		1,188.9
Italy		446.3		10.1		456.4			345.6		5.6		351.2		432.4		12.6		445.0			393.5		9.3		402.8
Other Southern Europe		598.0		11.2		609.2			548.6		7.3		555.9		543.3		13.2		556.5			558.9		9.7		568.6
		2,349.8		32.8		2,382.6			2,090.6		21.8		2,112.4		2,152.7		41.2		2,193.9			2,129.3		31.0		2,160.3
Northern Europe		1,135.1		31.5		1,166.6			928.3		19.4		947.7		1,057.2		37.3		1,094.5			1,107.8		26.0		1,133.8
APME		590.5		20.7		611.2			579.1		16.5		595.6		597.1		21.1		618.2			607.9		19.5		627.4
		5,045.2		112.8		5,158.0			4,513.2		71.6		4,584.8		5,020.8		137.0		5,157.8			4,829.9		94.5		4,924.4
Intercompany Eliminations						(17.4	)						0						(14.5	)						—
Total					$	5,140.6						$	4,584.8					$	5,143.3						$	4,924.4


	Nine Months Ended September 30,
	2021							2020
	Services transferred over time		Services transferred at a point in time		Total			Services transferred over time		Services transferred at a point in time		Total
Americas:
United States	$	1,829.6	$	52.9	$	1,882.5		$	1,673.0	$	32.6	$	1,705.6
Other Americas		1,147.2		15.1		1,162.3			1,062.9		8.2		1,071.1
		2,976.8		68.0		3,044.8			2,735.9		40.8		2,776.7
Southern Europe:
France		3,815.5		37.2		3,852.7			3,008.0		27.1		3,035.1
Italy		1,297.9		30.4		1,328.3			929.7		17.7		947.4
Other Southern Europe		1,752.5		31.8		1,784.3			1,520.1		25.3		1,545.4
		6,865.9		99.4		6,965.3			5,457.8		70.1		5,527.9
Northern Europe		3,402.0		88.9		3,490.9			2,818.3		63.6		2,881.9
APME		1,796.7		61.8		1,858.5			1,707.9		51.7		1,759.6
		15,041.4		318.1		15,359.5			12,719.9		226.2		12,946.1
Intercompany Eliminations						(17.4	)						0
Total					$	15,342.1						$	12,946.1

14


	For the Three Months Ended March 31,
	2022				2021
	Shares Granted (thousands)		Wtd.-Avg. Per Share Fair Value		Shares Granted (thousands)		Wtd.-Avg. Per Share Fair Value
Stock Options		0	N/A			130	$	22.83
Deferred Stock Units		13		97.33		12		90.18
Restricted Stock Units		245		104.50		197		85.66
Performance Share Units		134		106.40		203		84.34
Total Shares Granted		392	$	104.91		542	$	70.19

(5) Acquisitions and Dispositions

From time to time, we acquire and invest in companies throughout the world, including franchises. NaN cash consideration was paid during the three months ended March 31, 2022. For the ~~nine~~three months ended ~~September 30,~~March 31, 2021, ~~and 2020,~~ the total cash consideration paid for acquisitions, net of cash acquired, was $~~13.3~~ ~~and $1.7~~12.9, ~~respectively. The 2021~~which represents consideration payments ~~mainly related to franchise acquisitions~~for franchises in the United States and a contingent ~~consideration payment associated with a previous acquisition. The 2020 payment represents a deferred consideration payment~~consideration payments related to a previous ~~acquisition.~~acquisitions.

Occasionally, we dispose of parts of our operations based on risk considerations and to optimize our global strategic and geographic footprint and ~~synergies.~~overall efficiency. On ~~September 30, 2020~~January 17, 2022, we disposed of 4 ~~businesses (Serbia, Croatia, Slovenia, Bulgaria)~~our Russia business in our ~~Southern~~Northern Europe segment for ~~net~~cash proceeds of $~~5.8~~3.2~~, subject to normal post close working capital adjustments~~ and simultaneously entered into a franchise ~~agreements~~agreement with the new ~~ownership~~owner of ~~these businesses.~~the Russia business. In connection with the disposition, we recognized a one-time net loss on disposition of $~~5.8~~8.0~~, which~~.

11

On October 1, 2021, we acquired ettain group, one of the largest privately held IT resourcing and services providers in North America. Effective that date, ettain group became part of our Experis business in the Americas segment. The acquisition is intended to accelerate our strategy of diversifying our business mix into higher growth and higher value services. The aggregate cash consideration paid was $930.9. Of the total consideration paid, $925.0 was for the acquired interests and the remaining $5.9 was for excess working capital and cash. The transaction was funded through cash on hand and a $150.0 draw on our revolving credit facility on October 1, 2021. We expect to finalize the net working capital adjustments in the second half of 2022.

The acquisition was accounted for as a business combination, and the assets and liabilities were included in the ~~selling~~Consolidated Balance Sheets as of the acquisition date and ~~administrative expenses~~the results of its operations have been included in the Consolidated ~~Statement~~Statements of Operations subsequent to the acquisition date.

The following table summarizes the preliminary fair value of the assets and liabilities as of the acquisition date of October 1, 2021:


Cash and cash equivalents	$	14.6
Accounts receivable		132.2
Prepaid expenses and other assets		6.3
Operating lease right-of-use asset		8.7
Goodwill		519.6
Intangible assets subject to amortization, customer relationship		360.0
Accounts payable		(40.5	)
Employee compensation payable		(15.0	)
Accrued liabilities		(7.9	)
Accrued payroll taxes and insurance		(11.2	)
Value added taxes payable		(12.2	)
Long-term operating lease liability		(5.9	)
Other long-term liabilities		(17.8	)
Total assets and liabilities	$	930.9

The customer relationship intangible asset will be amortized over a 15 year useful life. The customer relationship intangible asset and goodwill from the acquisition are partially deductible for income tax purposes. As of December 31, 2021 and March 31, 2022 the carrying value of intangible assets were $354.0 and $348.0, respectively, and the carrying value of goodwill was $519.6. The goodwill is included within the United States reporting unit and is attributable to the workforce of the acquired business and expected synergies to occur post-acquisition as a result of diversifying the business into higher growth and higher value services.

We expect to finalize our accounting for the ~~three~~acquisition in the second half of 2022, upon finalization of the accounting for income tax related items and ~~nine months ended September 30, 2020.~~working capital adjustments.

(6) Restructuring Costs

We ~~recorded net~~did not record any restructuring costs ofduring the three months ended March 31, 2022 or 2021. During the three months ended March 31, 2022, we made payments of $~~5.3~~3.2 ~~and $98.1~~out of our ~~during the nine months ended September 30, 2021 and 2020, respectively, in selling and administrative expenses, primarily related to severances~~restructuring reserve, which is used for severance and office closures and consolidations in multiple countries and territories. ~~During the nine months ended September 30, 2021, we made payments of $32.5~~ ~~out of our~~ ~~restructuring reserve.~~ We expect a majority of the remaining $~~18.9~~20.1 reserve will be paid by the end of ~~2021.~~2022.

Changes in the restructuring reserve by reportable segment and Corporate are shown below.

Americas(1)

Southern
Europe(2)

Northern
Europe

APME

Corporate

Total

Balance, January 1, 2021

$
1.9

$
3.5

$
40.7

$
0

$
0

$
46.1

Severance costs

5.3

0

0

0

0

5.3

Costs paid or utilized

(4.2
)

(2.3
)

(26.0
)

0

0

(32.5
)
Balance, September 30, 2021

$
3.0

$
1.2

$
14.7

$
0

$
0

$
18.9


	Americas(1)			Southern Europe(2)			Northern Europe			APME		Corporate		Total
Balance, December 31, 2021	$	1.0		$	0.8		$	21.5		$	0	$	0	$	23.3
Costs paid or utilized		(0.3	)		(0.4	)		(2.5	)		0		0		(3.2	)
Balance, March 31, 2022	$	0.7		$	0.4		$	19.0		$	0	$	0	$	20.1

(1) Balances related to the United States were $~~1.4~~0.2 and $~~0.4~~0 as of December 31, ~~2020~~2021 and ~~September 30, 2021,~~March 31, 2022, respectively.

(2) Balances related to France were $0.6 and $0.2as of ~~both~~ December 31, ~~2020~~2021 and ~~September 30, 2021.~~March 31, 2022. Balances related to Italy were $~~1.4~~0.3 and $~~0.5~~0.2 as of December 31, ~~2020~~2021 and ~~September 30, 2021,~~March 31, 2022, respectively.

(7) Income Taxes

We recorded income tax expense at an effective rate of ~~32.9~~32.6% for the three months ended ~~September 30, 2021,~~March 31, 2022, as compared to an effective rate of ~~81.5~~33.3% for the three months ended ~~September 30, 2020.~~March 31, 2021. The ~~2020 rate was unfavorably impacted by the relatively low level and mix of pre-tax earnings and a discrete valuation allowance in Germany. The 2021~~2022 rate was favorably impacted by the scheduled reduction in the French corporate tax rate to ~~27.5~~25%~~, the enacted~~ 50~~% reduction in the French business tax rate,~~ and a higher level of pre-tax ~~earnings.~~earnings with a more beneficial mix diluting the impact of the French business tax. The ~~32.9%~~32.6% effective tax rate ~~for the three months ended September 30, 2021 was higher than the United States Federal statutory rate of~~ 21~~% primarily due to the French business tax, tax losses in certain countries for which we did not recognize a corresponding tax benefit due to valuation allowances, and the overall mix of earnings.~~

~~We recorded income tax expense at an effective rate of~~ ~~33.1% for the nine months ended September 30, 2021, as compared to an effective rate of~~ ~~407.4~~% for the nine months ended September 30, 2020. The 2020 rate was unfavorably impacted by the relatively low level and mix of pre-tax earnings, the non-deductible goodwill impairment charge in Germany, and a discrete valuation allowance in Germany. The 2021 rate was favorably impacted by the scheduled reduction in the ~~French corporate tax rate to~~ ~~27.5%, the enacted~~ 50~~% reduction in the French business tax rate, and a higher level~~first quarter of ~~pre-tax earnings. The 33.1% effective tax rate for the nine months ended September 30, 2021~~2022 was higher than the United States Federal statutory rate of 21% primarily due to the French business tax, tax losses in certain countries for which we did not recognize a corresponding tax benefit due to valuation allowances, and the overall mix of earnings.

As of ~~September 30,~~March 31, 2022, we had gross unrecognized tax benefits related to various tax jurisdictions, including interest and penalties, of $73.4. If recognized, the entire amount would favorably affect the effective tax rate except for $6.0. As of December 31, 2021, we had gross unrecognized tax benefits related to various tax jurisdictions, including interest and penalties, of $~~68.0~~ that would favorably impact the effective tax rate if recognized. As of December 31, 2020, we had gross unrecognized tax benefits related to various tax jurisdictions, including interest and penalties, of $~~64.5~~71.8. We do not expect our unrecognized tax benefits to change significantly over the next 12 months.

We conduct business globally in various 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 ~~2014~~2015 through ~~2021~~2022 for our major operations in France, Italy, the United Kingdom and the United States. As of ~~September 30, 2021,~~March 31, 2022, we were subject to tax audits in Austria, ~~Denmark,~~ France, Germany, ~~Netherlands,~~Israel, Japan, Portugal, Spain and the United States. We believe that the resolution of these audits will not have a material impact on earnings.

(8) Net Earnings ~~(Loss)~~ Per Share

The calculations of net earnings ~~(loss)~~ per share - basic and net earnings ~~(loss)~~ per share - diluted were as follows:


	Three Months Ended				Nine Months Ended					Three Months Ended
	September 30,				September 30,					March 31,
	2021		2020		2021		2020			2022		2021
Net earnings (loss) available to common shareholders	$	97.7	$	10.3	$	271.3	$	(52.4	)
Net earnings available to common shareholders										$	91.6	$	62.0
Weighted-average common shares outstanding (in millions)
Weighted-average common shares outstanding - basic		54.3		58.2		54.7		58.4			53.6		55.1
Effect of dilutive securities - stock options		0.2		0		0.1		0			0.1		0.1
Effect of other share-based awards		0.7		0.3		0.6		0			0.7		0.5
Weighted-average common shares outstanding - diluted		55.2		58.5		55.4		58.4			54.4		55.7
Net earnings (loss) per share - basic	$	1.80	$	0.18	$	4.96	$	(0.90	)
Net earnings (loss) per share - diluted	$	1.77	$	0.18	$	4.90	$	(0.90	)
Net earnings per share - basic										$	1.71	$	1.12
Net earnings per share - diluted										$	1.68	$	1.11

There were ~~0.1~~0.2 million and ~~0.7~~0 ~~million~~ share-based awards excluded from the calculation of net earnings ~~(loss)~~ per share - diluted for the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively, because their impact was anti-dilutive. ~~There were~~ ~~0.2~~ ~~million and~~ ~~1.5~~ million share-based awards excluded from the calculation of net earnings (loss) per share - diluted for the nine months ended September 30, 2021 and 2020, respectively, because their impact was anti-dilutive. Due to the net loss for the nine months ended September 30, 2020, the assumed exercise of share-based awards had an anti-dilutive effect and therefore were not included in the calculations of net loss per share - diluted for the nine months ended September 30, 2020.

(9) Goodwill and Other Intangible Assets

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


	September 30, 2021						December 31, 2020						March 31, 2022						December 31, 2021
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Goodwill(1)	$	1,206.6	$	—	$	1,206.6	$	1,225.8	$	—	$	1,225.8	$	1,710.0	$	—	$	1,710.0	$	1,722.2	$	—	$	1,722.2
Intangible assets:
Finite-lived:
Customer relationships	465.1		$	415.5	$	49.6	$	473.0	$	403.8	$	69.2	$	820.0	$	427.8	$	392.2	$	823.4	$	421.6	$	401.8
Other		22.7		17.8		4.9		21.9		21.6		0.3		23.0		20.2		2.8		23.2		19.7		3.5
		487.8		433.3		54.5		494.9		425.4		69.5		843.0		448.0		395.0		846.6		441.3		405.3
Indefinite-lived:
Tradenames(2)		52.0		—		52.0		52.0		—		52.0		52.0		—		52.0		52.0		—		52.0
Reacquired franchise rights		125.7		—		125.7		127.1		—		127.1		126.0		—		126.0		126.3		—		126.3
		177.7		—		177.7		179.1		—		179.1		178.0		—		178.0		178.3		—		178.3
Total intangible assets	$	665.5	$	433.3	$	232.2	$	674.0	$	425.4	$	248.6	$	1,021.0	$	448.0	$	573.0	$	1,024.9	$	441.3	$	583.6

(1) Balances were net of accumulated impairment loss of $644.2 as of both ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.

(2) Balances were net of accumulated impairment loss of $139.5 as of both ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.

Total consolidated amortization expense related to intangible assets for the remainder of ~~2021~~2022 is expected to be $~~3.4~~27.9 and in each of the next five years as follows: ~~2022 - $13.1~~, 2023 - $~~10.5~~33.9, 2024 - $~~8.1~~31.9, 2025 - $~~6.0~~29.9 ~~and~~, 2026 - $~~2.2~~26.2 and 2027 - $25.5.

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

Americas(1)

Southern
Europe(2)

Northern
Europe

APME

Corporate(3)

Total

Balance, December 31, 2020

$
536.6

$
154.9

$
326.6

$
81.7

$
126.0

$
1,225.8

Acquisitions

3.1

0

0

0

0

3.1

Currency impact

(0.4
)

(7.5
)

(10.5
)

(3.9
)

0

(22.3
)
Balance, September 30, 2021

$
539.3

$
147.4

$
316.1

$
77.8

$
126.0

$
1,206.6


	Americas(1)		Southern Europe(2)			Northern Europe			APME			Corporate(3)		Total
Balance, December 31, 2021	$	1,058.9	$	146.7		$	313.7		$	76.9		$	126.0	$	1,722.2
Currency impact		0.8		(3.3	)		(8.3	)		(1.4	)		0		(12.2	)
Balance, March 31, 2022	$	1,059.7	$	143.4		$	305.4		$	75.5		$	126.0	$	1,710.0

(1) Balances related to the United States were $~~490.2~~1,013.0 an~~d $493.3~~as of both December 31, ~~2020~~2021 and ~~September 30, 2021,~~March 31, 2022, respectively.

(2) Balances related to France were $~~73.3~~68.2 and ~~$69.5~~$66.4 as of December 31, ~~2020~~2021 and ~~September 30, 2021,~~March 31, 2022, respectively. Balances related to Italy were $~~4.2~~3.9 and $~~4.0~~3.8 as of December 31, ~~2020~~2021 and ~~September 30, 2021,~~March 31, 2022, respectively.

(3) The majority of the Corporate balance relates to goodwill attributable to our acquisitions of Right Management ($62.1) and Jefferson Wells ($55.5). Jefferson Wells is part of the United States reporting unit. Right Management is allocated to the reporting units of the countries in which Right Management operates. For purposes of monitoring our total assets by segment, we do not allocate the Corporate balances to the respective reportable segments as this is commensurate with how we operate our business. We do, however, include these balances within the appropriate reporting units for our goodwill impairment testing. See table below for the breakout of goodwill balances by reporting unit.

Goodwill balances by reporting unit were as follows:


	September 30,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
United States	$	572.1	$	545.7	$	1,091.7	$	1,091.7
Netherlands		114.2		119.3		109.2		112.2
United Kingdom		110.3		100.2		107.8		110.7
France		75.6		73.3		72.5		74.3
Sweden		42.1		43.6		40.0		41.4
Other reporting units ~~(1)~~		292.3		343.7		288.8		291.9
Total goodwill	$	1,206.6	$	1,225.8	$	1,710.0	$	1,722.2

~~(1) As of July 1, 2021, balances pertaining to Right Management entities were allocated to corresponding reporting units.~~

(10) Retirement Plans

The components of the net periodic benefit cost (credit) for our plans were as follows:

Defined Benefit Pension Plan

3 Months Ended

9 Months Ended

September 30,

September 30,

2021

2020

2021

2020

Service cost

$
5.5

$
5.3

$
16.6

$
15.5

Interest cost

1.5

2.4

4.6

7.0

Expected return on assets

(3.1
)

(3.4
)

(9.2
)

(10.0
)
Settlement loss

0

0

0

10.2

Other

1.4

0.9

4.1

2.5

Total benefit cost

$
5.3

$
5.2

$
16.1

$
25.2

Retiree Health Care Plan

3 Months Ended

9 Months Ended

September 30,

September 30,

2021

2020

2021

2020

Interest cost

$
0.1

$
0.1

$
0.2

$
0.3

Prior service credit

(0.2
)

(0.1
)

(0.6
)

(0.5
)
Other

0

0

0.1

0

Total benefit credit

$
(0.1
)

$
0

$
(0.3
)

$
(0.2
)


	Three Months Ended March 31,
	Defined Benefit Pension Plans						Retiree Health Care Plan
	2022			2021			2022			2021
Service cost	$	5.1		$	5.6		$	—		$	—
Interest cost		2.3			1.5			0.1			0.1
Expected return on assets		(3.9	)		(3.1	)		—			—
Net loss		0.5			1.2			—			—
Prior service cost (credit)		0.2			0.2			(0.2	)		(0.2	)
Total benefit cost (credit)	$	4.2		$	5.4		$	(0.1	)	$	(0.1	)

During the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, contributions made to our pension plans ~~were $5.1~~and $~~14.5, respectively, and contributions made to our~~ retiree health care plan were $~~0.2~~2.1 and $~~0.8~~0.3, respectively. During ~~2021,~~2022, we expect to make total contributions of approximately $~~16.0~~15.0 to our pension plans and to fund our retiree health care payments as incurred.

~~Pension Settlement~~

(11) Shareholders’ Equity

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


	September 30,			December 31,			March 31,			December 31,
	2021			2020			2022			2021
Foreign currency translation	$	(172.0	)	$	(72.1	)	$	(216.7	)	$	(180.8	)
Translation loss on derivative instruments, net of income tax benefit of $(18.8) and $(34.9), respectively		(37.1	)		(81.2	)
Translation loss on derivative instruments, net of income tax benefit of $(9.8) and $(16.4), respectively								4.5			(18.4	)
Translation loss on long-term intercompany loans		(127.6	)		(133.3	)		(131.1	)		(133.6	)
Defined benefit pension plans, net of income tax benefit of $(34.0) and $(38.2), respectively		(108.2	)		(111.4	)
Retiree health care plan, net of income taxes of $1.7 and $1.8, respectively		0.3			0.7
Defined benefit pension plans, net of income tax benefit of $(22.7) and $(22.8), respectively								(56.2	)		(56.7	)
Retiree health care plan, net of income taxes of $1.6 on both dates								(0.1	)		0.1
Accumulated other comprehensive loss	$	(444.6	)	$	(397.3	)	$	(399.6	)	$	(389.4	)

Noncontrolling Interests

Noncontrolling interests, reported in total shareholders' equity in our Consolidated Balance Sheets, represent amounts related to majority-owned subsidiaries in which we have a controlling financial interest. Net earnings attributable to these noncontrolling interests are recorded in interest and other expenses, net in our Consolidated Statements of Operations. We recorded ~~an expense~~expenses of $~~0.1~~0.5 ~~in both the three months ended September 30, 2021 and 2020,~~ and income of $~~1.0~~ ~~and~~ $0.9 in the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively.

15

Dividends

The Board of Directors declared a semi-annual dividend of $~~1.26~~1.36 and $~~1.09~~1.26 per share ~~respectively,~~ onMay 6, 2022 and May 7, 2021 ~~and~~ , respectively. The 2022 dividends are payable on~~May 8, 2020~~ June 15, 2022 to shareholders of record as of June 1, 2022. The 2021 dividends were paid on June 15, 2021 to shareholders of record as of June 1, 2021. ~~The 2020 dividends were paid on~~ ~~June 15, 2020~~ ~~to shareholders of record as of~~ ~~June 1, 2020~~.

Share Repurchases

In August 2021, the Board of Directors authorized the repurchase of 4.0 million shares of our common stock, with terms consistent with the previous authorizations. This authorization was in addition to the August 2019 ~~and 2018~~ Board authorizations to purchase 6.0 million shares of our common stock each. Share repurchases may be made from time to time through a variety of methods, including open market purchases, block transactions, privately negotiated transactions or similar facilities. During the ~~nine months ended September 30, 2021,~~first quarter of 2022, we repurchased ~~a total of~~ ~~1.5~~0.6 million shares under the 2019 authorization at a cost of $~~150.1~~59.9. During the ~~nine months ended September 30, 2020,~~first quarter of 2021, we repurchased ~~a total of~~ ~~0.9~~ ~~million shares comprised of~~ ~~0.8~~ ~~million shares under the 2018 authorization and~~ ~~0.1~~1.1 million shares under the 2019 authorization at a ~~total~~ cost of $~~63.8~~100.1. ~~The 2021 repurchases all occurred within the first half of 2021, and the 2020 repurchases all occurred within the first quarter of 2020.~~ As of ~~September 30, 2021,~~March 31, 2022, there were 4.0 million and ~~1.9~~0.6 million shares remaining authorized for repurchase under the 2021 authorization and 2019 authorization, ~~respectively, and~~ 0 ~~shares remaining authorized for repurchase under the 2018 authorization.~~respectively.

(12) Interest and Other Expenses, Net

Interest and other expenses, net consisted of the following:

Three Months Ended

Nine Months Ended

September 30,

September 30,

2021

2020

2021

2020

Interest expense

$
9.6

$
10.8

$
29.5

$
32.3

Interest income

(2.9
)

(3.1
)

(9.1
)

(9.9
)
Foreign exchange loss

1.4

0.6

4.5

4.2

Miscellaneous (income) expense, net(1)

(3.2
)

(2.3
)

(11.8
)

5.7

Interest and other expenses, net

$
4.9

$
6.0

$
13.1

$
32.3

~~(1)~~

~~Miscellaneous expense, net for the nine months ended September 30, 2020 includes a $10.2~~ ~~pension settlement loss related to one of our United States plans. See Note 10 to the Consolidated Financial Statements for further information.~~


	Three Months Ended
	March 31,
	2022			2021
Interest expense	$	10.4		$	10.2
Interest income		(2.8	)		(3.1	)
Foreign exchange loss		1.8			2.5
Miscellaneous income, net		(6.7	)		(4.2	)
Interest and other expenses, net	$	2.7		$	5.4

(14) Leases

The components of lease expense were as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

2021

2020

2021

2020

Operating lease expense

$
35.1

$
37.4

$
105.5

$
109.0

Short-term lease expense

1.4

1.8

4.5

9.0

Other lease expense(1)

$
4.6

$
3.9

$
13.6

$
12.4

Total lease expense

$
41.1

$
43.1

$
123.6

$
130.4


	Three Months Ended March 31,
	2022		2021
Operating lease expense	$	32.9	$	35.5
Short-term lease expense		1.2		1.5
Other lease expense(1)	$	4.7	$	4.9
Total lease expense	$	38.8	$	41.9

(1)

Other lease expense includes variable lease expense and sublease income.

Other information related to leases was as follows:


	Nine Months Ended September 30,				Three Months Ended March 31,
Supplemental Cash Flow Information	2021		2020		2022		2021
Cash paid for amounts included in the measurement of operating lease liabilities	$	104.7	$	107.9	$	33.3	$	34.7
Operating ROU assets obtained in exchange for lease obligations		35.9		56.1		9.5		11.0

September 30,

December 31,

Supplemental Balance Sheet Information

2021

2020

Operating Leases

Operating lease ROU assets

$
360.4

$
400.7

Operating lease liabilities - current(1)

$
108.0

$
119.3

Operating lease liabilities - long-term

268.5

305.1

Total operating lease liabilities

$
376.5

$
424.4


	March 31,		December 31,
Supplemental Balance Sheet Information	2022		2021
Operating Leases
Operating lease ROU assets	$	351.5	$	373.4

Operating lease liabilities - current(1)	$	106.0	$	110.0
Operating lease liabilities - long-term		256.3		275.8
Total operating lease liabilities	$	362.3	$	385.8

(1) Operating lease liabilities - current are included in accrued expenses on our Consolidated Balance Sheets.


	September 30,						March 31,
	2021			2020			2022			2021
Weighted Average Remaining Lease Term
Operating leases	5.0 years			5.4 years			5.1 years			5.1 years
Weighted Average Discount Rate
Operating leases		2.8	%		2.9	%		2.4	%		2.9	%

Maturities of operating lease liabilities as of ~~September 30, 2021~~March 31, 2022 were as follows:


(In millions)
Period Ending September 30, 2021	Operating Leases
Remainder of 2021	$	32.5
2022		109.2
Period Ending March 31, 2022				Operating Leases
Remainder of 2022				$	88.4
2023		84.6			94.3
2024		58.7			66.9
2025		37.8			42.3
2026		28.6			31.7
2027					24.1
Thereafter		56.5			44.2
Total future undiscounted lease payments	$	407.9			391.9
Less imputed interest	$	(31.4	)		(29.6	)
Total operating lease liabilities	$	376.5		$	362.3

(15) Segment Data

We are organized and managed primarily on a geographic basis. Each country and business unit generally has its 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.~~across the company. Each operation reports directly or indirectly through a regional manager, to a member of executive management. Given this reporting structure, we operate using the following reporting segments: Americas, which includes United States and Other Americas; Southern Europe, which includes France, Italy and Other Southern Europe; Northern Europe; and APME.

The segments derive a significant majority of their revenues from our staffing and interim services. The remaining revenues within these segments are derived from our outcome-based solutions and consulting services, permanent recruitment services, and other services. Segment revenues represent sales to external clients. We provide services to a wide variety of clients, none of which individually comprise a significant portion of revenues for us as a whole. Due to the nature of our business, we generally do not have export sales.

21

Three Months Ended September 30,

Nine Months Ended September 30,

2021

2020

2021

2020

Revenues from services:

Americas:

United States (a)

$
644.9

$
578.8

$
1,882.5

$
1,705.6

Other Americas

352.7

350.3

1,162.3

1,071.1

997.6

929.1

3,044.8

2,776.7

Southern Europe:

France

1,317.0

1,205.3

3,852.7

3,035.1

Italy

456.4

351.2

1,328.3

947.4

Other Southern Europe

609.2

555.9

1,784.3

1,545.4

2,382.6

2,112.4

6,965.3

5,527.9

Northern Europe

1,166.6

947.7

3,490.9

2,881.9

APME

611.2

595.6

1,858.5

1,759.6

5,158.0

4,584.8

15,359.5

12,946.1

Intercompany Eliminations

(17.4
)

—

(17.4
)

—

Consolidated (b)

$
5,140.6

$
4,584.8

$
15,342.1

$
12,946.1

Operating unit profit (loss): (c)

Americas:

United States

$
28.2

$
19.3

$
95.4

$
30.8

Other Americas

12.6

12.2

45.5

37.0

40.8

31.5

140.9

67.8

Southern Europe:

France

61.6

51.5

169.9

87.0

Italy

30.8

15.4

81.9

40.6

Other Southern Europe

18.3

4.7

47.6

9.1

110.7

71.6

299.4

136.7

Northern Europe

16.5

(22.5
)

39.2

(36.3
)
APME

22.6

16.7

63.7

51.6

190.6

97.3

543.2

219.8

Corporate expenses

(36.0
)

(29.1
)

(110.5
)

(83.5
)
Goodwill impairment charge

0

0

0

(66.8
)
Intangible asset amortization expense

(4.1
)

(6.6
)

(13.9
)

(20.2
)
Operating profit

150.5

61.6

418.8

49.3

Interest and other expenses, net

(4.9
)

(6.0
)

(13.1
)

(32.3
)
Earnings before income taxes

$
145.6

$
55.6

$
405.7

$
17.0

25


	Three Months Ended March 31,
	2022			2021
Revenues from services:
Americas:
United States (a)	$	889.4		$	608.8
Other Americas		361.8			394.1
		1,251.2			1,002.9
Southern Europe:
France		1,192.4			1,188.9
Italy		445.0			402.8
Other Southern Europe		556.5			568.6
		2,193.9			2,160.3

Northern Europe		1,094.5			1,133.8
APME		618.2			627.4
		5,157.8			4,924.4
Intercompany Eliminations		(14.5	)		—
Consolidated (b)	$	5,143.3		$	4,924.4
			��
Operating unit profit: (c)
Americas:
United States	$	58.3		$	29.2
Other Americas		14.5			14.9
		72.8			44.1
Southern Europe:
France		49.6			42.6
Italy		29.0			19.4
Other Southern Europe		16.6			11.4
		95.2			73.4

Northern Europe		3.3			4.8
APME		19.0			18.8
		190.3			141.1
Corporate expenses		(42.0	)		(37.2	)
Intangible asset amortization expense		(9.6	)		(5.5	)
Operating profit		138.7			98.4
Interest and other expenses, net		(2.7	)		(5.4	)
Earnings before income taxes	$	136.0		$	93.0

(a) In the United States, revenues from services included fees received from the related franchise offices of $~~3.3~~2.9 and $~~3.4~~3.1 for the three months ended ~~September 30, 2021~~March 31, 2022 and ~~2020, respectively, and $9.4~~ ~~and $8.8~~ ~~for the nine months ended September 30, 2021 and 2020, respectively.~~2021. These fees are primarily based on revenues generated by the franchise offices, which were $~~121.3~~110.8 and $~~116.9~~117.5 for the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $353.4~~ ~~and $315.7~~ ~~for the nine months ended September 30, 2021 and 2020,~~ respectively.

(b) Our consolidated revenues from services include fees received from our franchise offices of $~~3.9~~ ~~and $3.8~~3.6 for both the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $11.0~~ ~~and $9.9~~ ~~for the nine months ended September 30, 2021 and 2020,~~ respectively. These fees are primarily based on revenues generated by the franchise offices, which were $~~253.3~~265.2 and $~~236.9~~249.1 for the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $755.9~~ ~~and $447.3~~ ~~for the nine months ended September 30, 2021 and 2020,~~ respectively.

(c) We evaluate segment performance based on operating unit profit (“OUP”), which is equal to segment revenues less cost of services and branch and national headquarters operating costs. This profit measure does not include goodwill and intangible asset impairment charges or amortization of intangibles related to acquisitions, corporate expenses, interest and other income and expense amounts or income taxes.

2622

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

See the financial measures section on ~~pages 41-42~~page 31 for further information on the Non-GAAP financial measures of constant currency and organic constant currency.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, (each a "forward-looking statement"). Statements made in this quarterly 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. Forward-looking statements are based on management’s current assumptions and expectations and are subject to risks and uncertainties that are beyond our control and may cause actual results to differ materially from those contained in the forward-looking statements. Forward-looking statements can be identified by words such as “expect,” “anticipate,” “intend,” “plan,” “may,” “believe,” “seek,” “estimate,” and other similar expressions. Important factors that could cause our actual results to differ materially from those contained in the forward-looking statements include, among others, the risk factors discussed in Item 1A – Risk Factors in our annual report on Form 10-K for the year-ended December 31, ~~2020,~~2021, which information is incorporated herein by reference. Such risks and uncertainties include, but are not limited to, the impacts of the COVID-19 pandemic and related economic conditions and the Company’s efforts to respond to such ~~impacts,~~impacts; volatile, negative or uncertain economic conditions, including as a result of the ~~possibility of additional lockdown restrictions;~~Russia-Ukraine War, any sanction, supply chain disruptions or increased economic uncertainty related to the ongoing conflict; changes in labor and tax legislation in places we do business; failure to implement strategic technology investments; and other factors that may be disclosed from time to time in our SEC filings or otherwise. 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.

Business Overview

Our business is cyclical in nature and is sensitive to macroeconomic conditions generally. 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 segments where 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. During periods of increased demand, as we experienced in the ~~third~~first quarter of ~~2021,~~2022, we are generally able to improve our profitability and operating leverage as our cost base can support some increase in business without a similar increase in selling and administrative expenses. By contrast, during periods of decreased demand, our operating profit is generally impacted unfavorably as we experience a deleveraging of selling and administrative expenses, which may not decline at the same pace as revenues.

During the ~~third~~first quarter of 2021, we continued to see recovery in the majority of our markets as we began to anniversary the COVID-19 related declines in our results that occurred during the third quarter of 2020. Revenues increased 12.1% during the third quarter of 2021 compared to the year-earlier period. Our third quarter results reflect the continuing of the global economic recovery with strong hiring demand from our clients due to vaccine rollouts in many countries and the easing of pandemic-related restrictions in many countries resulting in increased demand for our services in most of our key markets. However, we have experienced some slowing in the rate of recovery, with some markets, particularly in Europe, continuing to experience labor shortage and COVID-19 related challenges. These challenges impacted client demand for our services and included supply chain issues and labor shortages as we believe certain parts of the workforce did not return to the labor market in many industries and markets over concerns about the COVID-19 Delta variant. Although, we experienced strengthening demand across most geographies and industries during the quarter compared to the prior year, uncertainty remains as to the future impact of the pandemic on global and local economies.

27

In addition to the impact from COVID-19 discussed above, results for the quarter were impacted by currency. During the third quarter of 2021, the United States dollar was weaker, on average, relative to the currencies in our European markets, which therefore had a favorable impact on our reported results and generally may overstate the performance of our underlying business. The2022, changes in the foreign currency exchange rates had a ~~1.1% favorable~~5.4% unfavorable impact on revenues from services and an approximately ~~$0.01~~$0.10 per share ~~favorable~~unfavorable impact on net earnings per share – diluted in the quarter. Substantially all of our subsidiaries derive revenues from services and incur expenses within the same currency and generally do not have cross-currency transactions, and therefore, changes in foreign currency exchange rates primarily impact reported earnings and not our actual cash flow unless earnings are repatriated. To understand the performance of our underlying business, we utilize constant currency or organic constant currency variances for our consolidated and segment results.

During the ~~third~~first quarter of 2022, we experienced a 24.8% revenue increase in the Americas, primarily driven by our acquisition of the ettain group in the United States in the fourth quarter of 2021, which now operates as part of our ~~businesses experienced declines in year-over-year revenue trends from~~Experis brand, and increased demand for our staffing/interim services. We refer to the ~~second quarter reflecting a slowing in~~ettain group acquisition as the ~~rate of recovery in a number of key markets. Our consolidated revenues increased 12.1% year-over-year in~~"Experis acquisition." During the ~~quarter, a decline from the 41.0% year-over-year increase in the second~~first quarter of ~~2021.~~

~~During~~2022 compared to the ~~third~~first quarter of 2021, compared to 2020, most of our markets experienced revenue increases as the global recovery continued and as we anniversaried the revenue declines due to the COVID-19 crisis. We experienced a 12.8% revenue increaserevenues increased 1.6% in Southern Europe ~~mainly driven by the~~due to increased demand in ~~France~~Italy, Switzerland and ~~Italy. We~~Israel. In the first quarter of 2022 compared to the first quarter of 2021, we experienced a ~~23.1%~~3.5% revenue ~~increase~~decrease in Northern Europe, primarily due to ~~the increased demand for our staffing/interim services, mostly~~unfavorable exchange rates. We experienced a 1.5% revenue decrease in APME in the ~~United Kingdom and~~first quarter of 2022 primarily due to the ~~Nordics. Revenues increased 7.4% in the Americas driven primarily~~unfavorable currency exchange rate impact, partially offset by the increase in ~~demand for~~ our Manpower staffing/interim ~~services~~ and ~~increased demand for our RPO and MSP offerings in the United States. We experienced a 2.6% revenue increase in APME primarily due to the increase in our~~ Experis business.

23

From a brand perspective, we experienced revenue decreases in Manpower, and revenue increases in ~~all of our brands~~Experis and Talent Solutions during the ~~third quarter of 2021~~three months ended March 31, 2022 compared to ~~2020.~~2021. The revenue ~~increase~~decrease in our Manpower brand was ~~primarily~~ due to unfavorable currency exchange rates. On a constant currency basis, Manpower brand experienced improved demand for ~~our~~ staffing services and an increase in our permanent recruitment business. In our Experis brand, the revenue increase was primarily due to the Experis acquisition in the United States, improved demand for our interim services and an increase in our permanent recruitment ~~business and increased demand for our managed services, primarily in Southern Europe.~~business. On an overall basis, the revenue increase in our Talent Solutions brand, which includes Recruitment Process Outsourcing (RPO), TAPFIN - Managed Service Provider (MSP) and our Right Management offerings, was driven mostly by increased demand for our RPO and MSP services. As workplaces reopened across our geographies and workers returned in phased approaches, we saw increased client demand for our HR skills within our RPO business due to significant hiring activity. Our MSP business has remained resilient during the pandemic and we experienced growth during the quarter as we assisted more clients to develop customized workforce solutions.

28

Our gross profit margin improved in the ~~third~~first quarter of ~~2021~~2022 compared to ~~2020~~the first quarter of 2021 primarily due to a favorable change in business mix asand growth in higher margin offerings. This is primarily driven by an increase in our ~~higher-margin~~ permanent recruitment business ~~which experienced a 60.4% increase (58.9%~~of 48.3% (54.8% in constant currency and ~~61.4%~~51.8% in organic constant currency) during the quarter as a result of stronger hiring activity ~~represented a higher percentage of the revenues mix in our largest markets~~ during the ~~third~~first quarter of ~~2021~~2022 compared to the ~~third~~first quarter of ~~2020. The~~2021.The increase in gross profit margin was also due to the improvement in our Manpower staffing margins ~~in the Americas and APME, margin improvement in our Experis managed services business in Europe,~~ and a higher percentage of revenue mix coming from our higher-margin consulting and MSP services. These increases were partially offset by a lower mix of revenues coming from our higher-margin Right Management career transition ~~business, and lower favorable direct cost adjustments.~~business.

We recorded ~~transaction~~a net loss on the sale of our Russia business of $8.0 million, which was comprised of a $9.7 million loss in selling and administrative expenses, offset by a $1.7 million gain in interest and other expenses. We also incurred acquisition integration costs of ~~$6.2~~$3.7 million in the ~~third~~first quarter of ~~2021~~2022 relating to our Experis acquisition, ~~of ettain group,~~ which closed in the fourth quarter of 2021. We also recorded restructuring costs of $5.3 million in the third quarter of 2021 in the Americas related to our Mexico operations as we experienced a significant revenue decline in that market driven by new labor legislation.

Our operating profit ~~margin~~ increased ~~144.4%~~40.9% in the ~~third~~first quarter of ~~2021~~2022 while our operating profit margin increased ~~160~~70 basis points compared to the ~~third~~first quarter of ~~2020.~~2021. Excluding ~~acquisition transaction costs incurred in~~ the ~~third quarter of 2021, restructuring costs incurred in the third quarter of 2021 and 2020, and a~~ loss of ~~$5.8~~$9.7 million in selling and administrative expenses from the disposition of ~~subsidiaries~~our Russia business and acquisition integration costs of $3.7 incurred in the ~~third~~first quarter of ~~2020,~~2022, our operating profit was up ~~38.1%~~54.6% while operating profit margin was up 60100 basis points compared to the ~~third~~first quarter of ~~2020.~~2021. The operating profit margin increased due to the improvement in our gross profit margin.

We continue to monitor expenses closely to ensure we maintain the benefit of our efforts to optimize our organizational and cost structures, while investing appropriately to support the ability of the business to grow in the future and enhance our productivity, technology and digital capabilities. We are focused on managing costs as efficiently as possible in the short-term while continuing to progress transformational actions aligned with our strategic priorities.

2924

Operating Results - Three Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~

The following table presents selected consolidated financial data for the three months ended ~~September 30, 2021~~March 31, 2022 as compared to ~~2020.~~2021.


(in millions, except per share data)	2021			2020			Variance			Constant Currency Variance			2022			2021			Variance			Constant Currency Variance
Revenues from services	$	5,140.6		$	4,584.8			12.1	%		11.0	%	$	5,143.3		$	4,924.4			4.4	%		9.8	%
Cost of services		4,287.6			3,859.7			11.1	%		10.0	%		4,246.2			4,156.3			2.2	%		7.6	%
Gross profit		853.0			725.1			17.6	%		16.8	%		897.1			768.1			16.8	%		22.2	%
Gross profit margin		16.6	%		15.8	%								17.4	%		15.6	%
Selling and administrative expenses		702.5			663.5			5.9	%		5.0	%		758.4			669.7			13.2	%		18.2	%
Operating profit (loss)		150.5			61.6			144.4	%		143.7	%
Operating profit (loss) margin		2.9	%		1.3	%
Operating profit														138.7			98.4			40.9	%		49.3	%
Operating profit margin														2.7	%		2.0	%
Interest and other expenses, net		4.9			6.0			(17.9	)%					2.7			5.4			(50.8	)%
Earnings (loss) before income taxes		145.6			55.6			161.8	%		160.8	%
Earnings before income taxes														136.0			93.0			46.3	%		54.7	%
Provision for income taxes		47.9			45.3			5.6	%					44.4			31.0			43.2	%
Effective income tax rate		32.9	%		81.5	%								32.6	%		33.3	%
Net earnings (loss)	$	97.7		$	10.3			848.9	%		845.3	%
Net earnings (loss) per share – diluted	$	1.77		$	0.18			883.3	%		877.8	%
Net earnings													$	91.6		$	62.0			47.8	%		56.3	%
Net earnings per share – diluted													$	1.68		$	1.11			51.4	%		60.4	%
Weighted average shares – diluted		55.2			58.5			(5.6	)%					54.4			55.7			(2.3	)%

The year-over-year increase in revenues from services of ~~12.1% (11.0%~~4.4% (9.8% in constant currency and ~~11.3%~~6.5% in organic constant currency) was attributed to:

•

a revenue increase in the United States of 46.1% (15.2% on an organic basis) primarily driven by our Experis acquisition in the fourth quarter of 2021, increased demand for our staffing/interim services, an increase in our permanent recruitment business of 89.4% (78.0% on an organic basis), including our RPO offering, and increased demand for our MSP offering; and

•

a revenue increase in Southern Europe of ~~12.8% (11.7%~~1.6% (8.4% in constant currency). France, the largest market in Southern Europe, experienced a revenue increase of ~~9.3% (8.3%~~0.3% (7.7% in constant currency), which was primarily due to the increased demand for our Manpower staffing services and a ~~27.1%~~29.7% increase ~~(25.9%~~(39.3% in constant currency) in the permanent recruitment ~~business and the favorable impact of changes in currency exchange rates.~~business. Italy, also part of Southern Europe, experienced a revenue increase of ~~30.0% (28.8%~~10.5% (18.6% in constant currency), which was primarily due to the increased demand for our Manpower staffing services ~~an 83.8%~~and Experis interim services and a 38.7% increase ~~(81.8%~~(49.0% in constant currency) in the permanent recruitment ~~business and the favorable impact of changes in currency exchange rates;~~business; partially offset by

•

a revenue ~~increase~~decrease in Northern Europe of ~~23.1% (19.2%~~3.5% (increase of 2.0% in constant currency), primarily due to the unfavorable impact of foreign currency exchange rates and the disposition of our Russia business, partially offset by the 50.9% increase (59.8% in constant currency) in the permanent recruitment business. We experienced revenue decreases in the United Kingdom, Germany and the Netherlands of 3.1%, 10.1% and 9.1%, respectively (-0.3%, -3.5% and -2.4%, respectively, in constant currency). The decreases were partially offset by revenue increases in the Nordics and Belgium of 8.0% and 0.1%, respectively (15.9% and 7.5%, respectively, in constant currency);

•

a revenue decrease in APME of 1.5% (increase of 6.0% in constant currency) primarily due to the increased demand for our staffing/interim services and a ~~67.6%~~10.2% increase ~~(62.4%~~(17.9% in constant currency) in the permanent recruitment business and the favorable impact of changes in currency exchange rates. We experienced revenue increases in the United Kingdom, the Nordics, Germany, the Netherlands and Belgium of 34.5%, 22.6%, 12.6%, 5.6% and 11.9%, respectively (26.1%, 18.9%, 11.7%, 4.7% and 11.1%, respectively, in constant currency);

•

~~a revenue increase in the United States of 11.4% (10.6% on an organic basis) primarily driven by increased demand for our staffing/interim services, an increase~~ in our permanent recruitment business, ~~of 89.4% (89.1% on an organic basis), including our RPO offering, and increased demand for our MSP offering;~~

•

~~a revenue increase in APME of 2.6% (4.0% in constant currency) primarily due to~~partially offset by the ~~increase in our Experis business, the 24.5% increase (23.6% in constant currency) in the permanent recruitment business and the favorable~~unfavorable impact of ~~changes~~change in currency exchange ~~rates;~~rates and the unfavorable impact of approximately one fewer billing day; and

•

a ~~1.1% increase~~5.4% decrease due to the impact of changes in currency exchange ~~rates in our European markets.~~rates.

3025

The year-over-year 80180 basis point increase in gross profit margin was primarily attributed to:

•

a 8090 basis point favorable change in business mix as the higher-margin permanent recruitment business represented a higher percentage of the revenue mix;

•

a 2040 basis point favorable impact from the improvement in the ~~Manpower staffing margins~~staffing/interim margins;

•

a 30 basis point favorable impact from the Experis acquisition in the ~~Americas~~United States;

•

a 20 basis point favorable impact from the margin improvement in the non-staffing portion of our Experis business; and ~~APME;~~

•

a 10 basis point favorable impact from ~~the margin improvement~~direct cost adjustments in ~~our Experis managed services business in~~Northern Europe; ~~and~~

•

~~a 10 basis point favorable change in business mix as our higher-margin consulting and MSP services represented a higher percentage of the revenue mix;~~ partially offset by

•

a 3020 basis point unfavorable change in business mix as the higher-margin Right Management career transition business represented a lower percentage of the revenue ~~mix; and~~

•

a 10 basis point unfavorable impact from the decrease in favorable direct cost accrual adjustments as the favorable direct cost adjustments in Other Americas in the third quarter of 2021 were less than the favorable adjustments in France in the third quarter of 2020.mix.

The ~~5.9%~~13.2% increase in selling and administrative expenses in the ~~third~~first quarter of ~~2021 (5.0%~~2022 (18.2% in constant currency; ~~6.0%~~13.6% in organic constant currency) was primarily attributed to:

•

a ~~16.8%~~13.6% increase ~~(15.9%~~(18.5% in constant currency and ~~16.0%~~14.3% in organic constant currency) in personnel costs due to the increase in salary costs related to additional headcount as we invested in incremental recruiters and sales talent ~~based on increased market activity.~~to support revenue growth. The increase in salary costs was also due to an increase in variable incentive costs as a result of increased profitability in most ~~markets and the decrease in benefits related to the transition of full-time equivalent employees onto government temporary unemployment programs that occurred in the third quarter of 2020;~~markets;

•

a ~~7.1%~~5.3% increase ~~(6.2%~~(10.3% in constant currency and ~~6.6%~~7.8% in organic constant currency) in non-personnel related costs, excluding acquisition ~~transaction~~integration costs and loss on the sale of our Russia business incurred in the ~~third~~first quarter of ~~2021, restructuring costs incurred in both the third quarter of 2021 and 2020 and the loss on disposition of subsidiaries incurred in the third quarter of 2020,~~2022, to support the increase in revenues;

•

a ~~decrease in restructuring costs to $5.3~~loss on disposition of our Russia business of $9.7 million incurred in the ~~third~~first quarter of ~~2021 from $49.9 million in the third quarter of 2020;~~2022;

•

~~a loss on disposition~~the $3.7 million of ~~subsidiaries of $5.8 million~~acquisition integration costs incurred in the ~~third~~first quarter of ~~2020;~~2022; and

•

a ~~0.9%~~5.0% increase due to the impact of changes in currency exchange ~~rates in our European markets; partially offset by~~

•

~~the $6.2 million of acquisition transaction costs incurred in the third quarter of 2021.~~rates.

Selling and administrative expenses as a percent of revenues ~~decreased 80~~increased 110 basis points in the ~~third~~first quarter of ~~2021~~2022 compared to the ~~third~~first quarter of ~~2020~~2021 due primarily to:

•

a ~~100 basis point favorable impact as a result of the decrease in restructuring costs;~~

•

a 20 basis point favorable impact as we were able to support an increase in revenues without a similar increase in non-personnel related costs, excluding acquisition transaction costs, restructuring costs and loss on disposition of subsidiaries; and

•

~~a 10 basis point favorable impact from the loss on disposition of subsidiaries incurred in the third quarter of 2020; partially offset by~~

•

~~a 40~~70 basis point unfavorable impact as ~~salary~~personnel costs increased, due to the investment in incremental recruiters and sales talent based on increased market activity, without a similar rate of increase in revenues;

•

a 20 basis point unfavorable impact from the loss on disposition of our Russia business incurred in the first quarter of 2022; and

31

•

a 10 basis point unfavorable impact from the Experis acquisition ~~transaction~~integration costs incurred in the ~~third~~first quarter of ~~2021.~~2022.

26

Interest and other expenses, net is comprised of interest, foreign exchange gains and losses and other miscellaneous non-operating income and expenses, including noncontrolling interests. Interest and other expenses, net was ~~$4.9~~$2.7 million in the ~~third~~first quarter of ~~2021~~2022 compared to ~~$6.0~~$5.4 million in the ~~third~~first quarter of ~~2020.~~2021. Miscellaneous income increased to ~~$3.2~~$6.7 million in the ~~third~~first quarter of 2022 from $4.2 million in the first quarter of 2021 ~~from $2.3 million in the third quarter of 2020~~ primarily due to a translation gain from the sale of a subsidiary and increase in ~~income from our equity investment in ManpowerGroup Greater China Limited.~~the returns on pension plan assets.

We recorded income tax expense at an effective rate of ~~32.9%~~32.6% for the ~~third quarter of 2021,~~three months ended March 31, 2022, as compared to an effective rate of ~~81.5%~~33.3% for the ~~third quarter of 2020.~~three months ended March 31, 2021. The ~~2020 rate was unfavorably impacted by the relatively low level and mix of pre-tax earnings and a discrete valuation allowance in Germany. The 2021~~2022 rate was favorably impacted by the scheduled reduction in the French corporate tax rate to ~~27.5%, the enacted 50% reduction in the French business tax rate,~~25% and a higher level of pre-tax ~~earnings.~~earnings with a more beneficial mix diluting the impact of the French business tax. The ~~32.9%~~32.6% effective tax rate ~~for~~in the ~~three months ended September 30, 2021~~first quarter of 2022 was higher than the United States Federal statutory rate of 21% primarily due to the French business tax, tax losses in certain countries for which we did not recognize a corresponding tax benefit due to valuation allowances, and the overall mix of earnings. ~~The COVID-19 crisis is creating uncertainty around predicting future earnings, and that uncertainty could make it more difficult for us to accurately estimate tax rates into the future.~~

Net earnings per share - diluted was ~~$1.77~~$1.68 in the ~~third~~first quarter of ~~2021~~2022 compared to ~~$0.18~~$1.11 in the ~~third~~first quarter of ~~2020.~~2021. Foreign currency exchange rates ~~favorably~~unfavorably impacted net earnings per share - diluted by approximately ~~$0.01~~$0.10 per share in the ~~third~~first quarter of ~~2021. Restructuring costs recorded~~2022. The net loss from the disposition of our Russia business in the ~~third~~first quarter of ~~2021 and 2020~~2022 negatively impacted net earnings per share – diluted by approximately $0.15 in the first quarter of 2022. The acquisition integration costs in the first quarter of 2022 negatively impacted net earnings per share - diluted by approximately ~~$0.07 and $0.72,~~$0.05, net of tax, in the third quarter of 2021 and 2020, respectively. The acquisition transaction costs in the third quarter of 2021 negatively impacted net earnings per share - diluted by approximately $0.09, net of tax, in the third quarter of 2021. The loss from the disposition of subsidiaries in the third quarter of 2020 negatively impacted net earnings per share – diluted by approximately $0.09, net of tax, in the third quarter of 2020.tax.

Weighted average shares - diluted decreased to ~~55.2~~54.4 million in the ~~third~~first quarter of ~~2021~~2022 from ~~58.5~~55.7 million in the ~~third~~first quarter of ~~2020.~~2021. This decrease was due to the impact of share repurchases completed since the ~~third~~first quarter of ~~2020,~~2021, partially offset by shares issued as a result of exercises and vesting of share-based ~~awards since the third quarter of 2020.~~awards.

~~Operating Results - Nine Months Ended September 30, 2021 and 2020~~

~~The following table presents selected consolidated financial data for the nine months ended September 30, 2021 to 2020.~~

(in millions, except per share data)

2021

2020

Variance

Constant
Currency
Variance

Revenues from services

$
15,342.1

$
12,946.1

18.5
%

13.2
%
Cost of services

12,860.9

10,920.3

17.8
%

12.4
%
Gross profit

2,481.2

2,025.8

22.5
%

17.5
%
Gross profit margin

16.2
%

15.6
%

Selling and administrative expenses, excluding goodwill impairment charge

2,062.4

1,909.7

8.0
%

3.7
%
Goodwill impairment charge

-

66.8

N/A

N/A

Selling and administrative expenses

2,062.4

1,976.5

4.3
%

0.2
%
Operating profit (loss)

418.8

49.3

749.8
%

712.9
%
Operating profit (loss) margin

2.7
%

0.4
%

Interest and other expenses, net

13.1

32.3

(59.2
)%

Earnings (loss) before income taxes

405.7

17.0

2281.0
%

2182.2
%
Provision for income taxes

134.4

69.4

93.5
%

Effective income tax rate

33.1
%

407.4
%

Net earnings (loss)

$
271.3

$
(52.4
)

N/A

N/A

Net earnings (loss) per share – diluted

$
4.90

$
(0.90
)

N/A

N/A

Weighted average shares – diluted

55.4

58.4

(5.1
)%

3227

~~The year-over-year increase in revenues from services of 18.5% (13.2% in constant currency and 13.5% in organic constant currency) was attributed to:~~

•

a revenue increase in Southern Europe of 26.0% (18.8% in constant currency). France, the largest market in Southern Europe, experienced a revenue increase of 26.9% (19.4% in constant currency), which was primarily due to the increased demand for our Manpower staffing services, a 35.2% increase (26.9% in constant currency) in the permanent recruitment business and the favorable impact of changes in currency exchange rates. Italy, also part of Southern Europe, experienced a revenue increase of 40.2% (31.9% in constant currency), which was primarily due to the increased demand for our Manpower staffing services, a 71.9% increase (61.5% in constant currency) in the permanent recruitment business, the favorable impact of approximately one additional billing day and the favorable impact of changes in currency exchange rates;

•

a revenue increase in Northern Europe of 21.1% (12.4% in constant currency), primarily due to the increased demand for our Manpower staffing services, the 40.2% increase (30.2% in constant currency) in the permanent recruitment business and the favorable impact of changes in currency exchange rates, partially offset by the unfavorable impact of approximately one fewer billing day. We experienced revenue increases in the United Kingdom, the Nordics, Germany, the Netherlands and Belgium of 29.7%, 22.8%, 6.3%, 9.7% and 11.9%, respectively (18.9%, 11.1%, flat, 3.1% and 5.4%, respectively, in constant currency);

•

a revenue increase in the United States of 10.4% (9.7% on an organic basis) primarily driven by increased demand for our Manpower staffing services, an increase in our permanent recruitment business of 62.9% (62.7% on an organic basis), including our RPO offering, and increased demand for our MSP offering;

•

a revenue increase in APME of 5.6% (3.3% in constant currency) primarily due to the increase in our Experis business, the 17.5% increase (9.7% in constant currency) in the permanent recruitment business and the favorable impact of changes in currency exchange rates; and

•

~~a 5.3% increase due to the impact of changes in currency exchange rates in markets within Europe and APME.~~

~~The year-over-year 60 basis point increase in gross profit margin was primarily attributed to:~~

•

~~a 20 basis point favorable impact from the improvement in the staffing/interim margins in the Americas, Southern Europe and APME;~~

•

~~a 40 basis point favorable change in business mix as the higher-margin permanent recruitment business represented a higher percentage of the revenue mix;~~

•

~~a 10 basis point favorable impact from the margin improvement in our Experis managed services business in Europe; and~~

•

~~a 10 basis point favorable change in business mix as our higher-margin consulting and MSP services represented a higher percentage of the revenue mix; partially offset by~~

•

~~a 20 basis point unfavorable change in business mix as the higher-margin Right Management career transition business represented a lower percentage of the revenue mix.~~

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~~The 4.3% increase in selling and administrative expenses in the nine months ended September 30, 2021 (0.2% in constant currency; 0.6% in organic constant currency) was primarily attributed to:~~

•

an 18.0% increase (13.4% in constant currency and 13.5% in organic constant currency) in personnel costs due to the increase in salary costs related to additional headcount as we invested in incremental recruiters and sales talent based on increased market activity. The increase in salary costs was also due to an increase in variable incentive costs as a result of increased profitability in most markets and the decrease in benefits related to the transition of full-time equivalent employees onto government temporary unemployment programs that occurred in the nine months ended September 30, 2020;

•

a 5.8% increase (1.3% in constant currency and 1.7% in organic constant currency) in non-personnel related costs, excluding acquisition transaction costs, restructuring costs, goodwill and other impairment charges and loss on disposition of subsidiaries, primarily driven by the negative impact of changes in currency exchange rates and to support the increase in revenues;

•

~~the $6.2 million of acquisition transaction costs incurred in the nine months ended September 30, 2021; and~~

•

~~a 4.1% increase due to the impact of changes in currency exchange rates in markets within Europe and APME; partially offset by~~

•

~~a decrease in restructuring costs to $5.3 million incurred in the nine months ended September 30, 2021 from $98.1 million in the nine months ended September 30, 2020;~~

•

~~the goodwill and other impairment charges of $72.8 million incurred in the nine months ended September 30, 2020; and~~

•

~~the $5.8 million loss on the disposition of subsidiaries incurred in the nine months ended September 30, 2020.~~

Selling and administrative expenses as a percent of revenues decreased 190 basis points in the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 due primarily to:

•

~~a 60 basis point favorable impact as a result of the decrease in goodwill and other impairment charges;~~

•

~~a 70 basis point favorable impact as a result of the decrease in restructuring costs in the nine months ended September 30, 2020 compared to the nine months ended September 30, 2021;~~

•

a 50 basis point favorable impact as we were able to support an increase in revenues without a similar increase in non-personnel related costs, excluding acquisition transaction costs, restructuring costs, goodwill and other impairment charges and loss on disposition of subsidiaries; and

•

~~a 10 basis point favorable impact from changes in currency exchange rates.~~

Interest and other expenses, net was $13.1 million in the nine months ended September 30, 2021 compared to $32.3 million in the nine months ended September 30, 2020. Miscellaneous income was $11.8 million in the nine months ended September 30, 2021 compared to miscellaneous expense of $5.7 million in the nine months ended September 30, 2020. The change is primarily due to the pension settlement expenses of $10.2 million recorded in the nine months ended September 30, 2020 related to the settlement of our United States qualified retirement plan liability and the increase in income from our equity investment in ManpowerGroup Greater China Limited.

We recorded income tax expense at an effective rate of 33.1% for the nine months ended September 30, 2021, as compared to an effective rate of 407.4% for the nine months ended September 30, 2020. The 2020 rate was unfavorably impacted by the relatively low level and mix of pre-tax earnings, the non-deductible goodwill impairment charge in Germany, and a discrete valuation allowance in Germany. The 2021 rate was favorably impacted by the scheduled reduction in the French corporate tax rate to 27.5%, the enacted 50% reduction in the French business tax rate, and a higher level of pre-tax earnings. The 33.1% effective tax rate for the nine months ended September 30, 2021 was higher than the United States Federal statutory rate of 21% primarily due to the French business tax,

34

~~tax losses in certain countries for which we did not recognize a corresponding tax benefit due to valuation allowances, and the overall mix of earnings.~~

Net earnings (loss) per share - diluted was earnings of $4.90 in the nine months ended September 30, 2021 compared to a loss of $0.90 in the nine months ended September 30, 2020. Foreign currency exchange rates favorably impacted net earnings per share - diluted by approximately $0.21 per share in the nine months ended September 30, 2021. Restructuring costs recorded in the nine months ended September 30, 2021 and 2020 negatively impacted net earnings (loss) per share – diluted by approximately $0.07 and $1.40 per share, net of tax, in the nine months ended September 30, 2021and 2020, respectively. The acquisition transaction costs in the nine months ended September 30, 2021 negatively impacted net earnings per share - diluted by approximately $0.09, net of tax, in the nine months ended September 30, 2021. Goodwill and other impairment charges recorded in the nine months ended September 30, 2020 negatively impacted net loss per share - diluted by approximately $1.14 in the nine months ended September 30, 2020. The pension settlement expense recorded in the nine months ended September 30, 2020 negatively impacted net loss per share – diluted by approximately $0.11, net of tax, in the nine months ended September 30, 2020. The loss from the disposition of subsidiaries in the nine months ended September 30, 2020 negatively impacted net loss per share – diluted by approximately $0.09, net of tax, in the nine months ended September 30, 2020.

Weighted average shares - diluted decreased to 55.4 million in the nine months ended September 30, 2021 from 58.4 million in the nine months ended September 30, 2020. This decrease was due to the impact of share repurchases completed since the nine months ended September 30, 2020 and the full weighting of the repurchases completed in the nine months ended September 30, 2020, partially offset by shares issued as a result of exercises and vesting of share-based awards since the nine months ended September 30, 2020.

Segment Operating Results

Americas

In the Americas, revenues from services increased ~~7.4% (7.7%~~24.8% (25.7% in constant currency and ~~7.2%~~6.9% in organic constant currency) in the ~~third~~first quarter of ~~2021~~2022 compared to the ~~third~~first quarter of ~~2020.~~2021. In the United States (which represents 71% of the America's revenues), revenues from services increased ~~11.4% (10.6%~~46.1% (15.2% on an organic basis) in the ~~third~~first quarter of 2022 compared to the first quarter of 2021, ~~compared to~~primarily driven by the ~~third~~Experis acquisition in the United States in the fourth quarter of ~~2020, primarily driven by~~2021, increased demand for our staffing/interim services, an increase in our permanent recruitment business of 89.4% ~~(89.1%~~(78.0% on an organic basis), including our RPO offering, and increased demand for our MSP offering. In Other Americas, revenues from services ~~increased 0.7% (1.7%~~decreased 8.2% (-5.9% in constant currency) in the ~~third~~first quarter of 2022 compared to the first quarter of 2021 ~~compared to the third quarter of 2020~~ primarily due to ~~increased demand for our Experis interim services, an increase in our permanent recruitment business of 141.6% (149.6% in constant currency), partially offset by the~~ decreased demand for our Manpower staffing services and the unfavorable impact of ~~one fewer billing day. This improvement was driven~~currency exchange rates, partially offset by ~~increases~~the increase in ~~Canada, Argentina, Colombia, Peru and Brazil~~our permanent recruitment business of ~~21.3%, 27.3%, 40.5%, 13.6% and 1.5%, respectively (14.8%, 69.0%, 44.7%, 29.7% and a decrease of 1.3%, respectively,~~83.6% (89.5% in constant currency)~~, with the increase in Argentina being primarily due to inflation. The increases were partially offset~~. This decline was driven by a decrease in Mexico of ~~40.6% (-46.3%~~61.6% (61.3% in constant currency) ~~primarily~~ due to ~~the new~~ labor legislation implemented ~~during~~in the third quarter of 2021 that prohibits the provision of traditional temporary staffing services, only allowing outsourced worker assignments for specialized services outside of the ~~client’s~~client's core ~~business activity.~~business. Although we believe the new labor legislation will continue to result in significant comparative revenue reductions in Mexico over the next ~~few~~two quarters, we believe the ~~mix~~ shift ~~towards more specialized staffing~~ will improve the margins of our Mexico business over time. Our Mexico operations generated approximately ~~2.8%~~1.9% of our consolidated global revenues for the year ended December 31, ~~2020.~~

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In the Americas, revenues from services increased 9.7% (9.9% in constant currency and 9.4% in organic constant currency) in the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. In the United States, revenues from services increased 10.4% (9.7% on an organic basis) in the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020, primarily driven by increased demand for our Manpower staffing services, an increase in our permanent recruitment business of 62.9% (62.7% on an organic basis), including our RPO offering, and increased demand for our MSP offering,2021. The decline was partially offset by the unfavorable impact of one fewer billing day. In Other Americas, revenues from services increased 8.5% (9.0% in constant currency) in the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 primarily due to increased demand for our staffing/interim services, an increase in our permanent recruitment business of 90.9% (96.2% in constant currency), partially offset by the unfavorable impact of two fewer billing days. This improvement was driven by increases in Canada, Colombia, Argentina, ~~Colombia,~~ Peru and ~~Brazil~~Chile of ~~21.7%~~23.4%, ~~33.8%~~20.4%, ~~14.6%~~14.2%, ~~7.2%~~11.1% and ~~11.4%~~42.6%, respectively ~~(12.4%~~(23.5%, ~~85.5%~~32.3%, ~~14.7%~~18.0%, ~~18.9%~~15.5% and ~~19.1%~~59.2%, respectively, in constant currency), with the increase in Argentina being primarily due to inflation. The increases were partially offset by a decrease in Mexico of 8.3% (-14.4% in constant currency) primarily due to the new labor legislation..

Gross profit margin increased in ~~both~~ the ~~third~~first quarter ~~and the nine months ended September 30, 2021~~2022 compared to the ~~third~~first quarter ~~and the nine months ended September 30, 2020~~2021 primarily due to the Experis acquisition, improvements in the staffing/interim margins, ~~partly due to favorable direct cost adjustments incurred in the third quarter of 2021 and nine months ended September 30, 2021 in a market within Other Americas. The increases were also due to the~~ increases in our permanent recruitment business and increases in revenues from our higher-margin MSP and RPO offerings in the United States. These increases were partially offset by the unfavorable changes in business mix as the higher-margin Right Management career transition business represented a lower percentage of the revenue mix.

In the ~~third~~first quarter of ~~2021,~~2022, selling and administrative expenses increased ~~12.3% (12.1%~~35.6% (36.2% in constant currency and ~~11.8%~~20.3% in organic constant currency), primarily due to the Experis acquisition, an increase in salary-related costs as a result of a higher headcount as we invested in incremental recruiters and sales talent based on increased market activity. The increase in salary-related costs was also due to an increase in variable incentive costs as a result of increased profitability in certain ~~markets .~~markets. The increase was also due to acquisition ~~transaction~~integration costs of ~~$6.2~~$3.7 million incurred in the ~~third~~first quarter of ~~2021~~2022 and an increase in consulting costs related to certain technology initiatives. The increases were partially offset by the decrease in restructuring costs to $5.3 million in the third quarter of 2021 compared to $16.7 million in the third quarter of 2020. In the nine months ended September 30, 2021, selling and administrative expenses increased 3.2% (3.3% in constant currency and 3.0% in organic constant currency), primarily due to the increase in salary-related costs due to higher headcount to support an increase in revenues in the quarter and an increase in variable incentive costs as a result of an increase in profitability in certain markets. The increase was also due to acquisition transaction costs of $6.2 million incurred in the nine months ended September 30, 2021 and an increase in consulting costs related to certain technology initiatives. The increases were partially offset by the decrease in restructuring costs to $5.3 million in the nine months ended September 30, 2021 compared to $29.5 million in the nine months ended September 30, 2020, the decrease in software impairment charges and a decline in office-related expenses driven by a decrease in the number of offices.

Operating Unit Profit (“OUP”) margin in the Americas was ~~4.1%~~5.8% and ~~3.4%~~4.4% for the ~~third~~first quarter of ~~2021~~2022 and ~~2020,~~2021, respectively. In the United States, OUP margin increased to ~~4.4%~~6.6% in the ~~third~~first quarter of 2022 from 4.8% in the first quarter of 2021 ~~from 3.3% in the third quarter of 2020~~ primarily due to ~~our ability to increase revenues without a similar increase in expenses,~~the Experis acquisition, increased operating leverage, an increase in the gross profit margin and ~~the decrease~~an increase in ~~restructuring~~salary-related costs due to higher headcount, partially offset by the acquisition ~~transaction~~integration costs incurred in the ~~third~~first quarter of ~~2021.~~2022. Other Americas OUP margin increased to ~~3.6%~~4.0% in the ~~third~~first quarter of ~~2021~~2022 from ~~3.5%~~3.8% in the ~~third~~first quarter of ~~2020~~2021 primarily due to the gross profit margin ~~improvement, partially offset by an increase in restructuring costs.~~improvement.

Operating Unit Profit (“OUP”) margin in the Americas was 4.6% and 2.4% for the nine months ended September 30, 2021 and 2020, respectively. In the United States, OUP margin increased to 5.1% in the nine months ended September 30, 2021 from 1.8% in the nine months ended September 30, 2020 primarily due to decrease in restructuring costs, the decrease in software impairment charges, our ability to increase revenues without a similar increase in expenses, and an increase in the gross profit margin. The increase was partially offset by the acquisition transaction costs incurred in the nine months ended September 30, 2021. Other Americas OUP margin increased to 3.9% in the nine months ended September 30, 2021 from 3.5% in the nine months ended September 30, 2020 primarily due to the gross profit margin improvement, partially offset by an increase in restructuring costs.

3628

Southern Europe

In Southern Europe, ~~which includes operations in France and Italy,~~ revenues from services increased ~~12.8% (11.7%~~1.6% (8.4% in constant currency) in the ~~third~~first quarter of ~~2021~~2022 compared to the ~~third~~first quarter of ~~2020.~~2021. In the ~~third~~first quarter of ~~2021,~~2022, revenues from services increased ~~9.3% (8.3%~~0.3% (7.7% in constant currency) in France (which represents ~~55%~~54% of Southern Europe’s revenues) and increased ~~30.0% (28.8%~~10.5% (18.6% in constant currency) in Italy (which represents ~~19%~~20% of Southern Europe’s revenues). The increase in France is primarily due to the increased demand for our Manpower staffing services, although supply chain constraints impacted the demand for our services from our automotive clients, ~~and the COVID-19 Delta variant slowed the rate of recovery,~~ a ~~27.1%~~29.7% increase ~~(25.9%~~(39.3% in constant currency) in the permanent recruitment business, ~~and~~partially offset by the ~~favorable~~unfavorable impact of changes in currency exchange rates. The increase in Italy was primarily due to the increased demand for our Manpower staffing services ~~an 83.8%~~and Experis interim services and a 38.7% increase ~~(81.8%~~(49.0% in constant currency) in the permanent recruitment business, ~~and~~partially offset by the ~~favorable~~unfavorable impact of changes in currency exchange rates. In Other Southern Europe, revenues from services ~~increased 9.6% (8.1%~~decreased 2.1% (2.7% increase in ~~constant currency and 10.8% in organic~~ constant currency) during the ~~third~~first quarter of 2022 compared to the first quarter of 2021, ~~compared~~due to the ~~third quarter~~unfavorable impact of ~~2020, due to~~changes in currency exchange rates, partially offset by increased demand for our Manpower staffing services and an increase in our permanent recruitment business of ~~58.8% (56.2%~~37.2% (45.3% in constant ~~currency and 67.6% in organic constant~~ currency)~~, partially offset by the disposition of subsidiaries in Other Southern Europe in the third quarter of 2020.~~

Revenues from services increased 26.0% (18.8% in constant currency) in the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. In the nine months ended September 30, 2021, revenues from services increased 26.9% (19.4% in constant currency) in France and increased 40.2% (31.9% in constant currency) in Italy. The increase in France is primarily due to the increased demand for our Manpower staffing services, a 35.2% increase (26.9% in constant currency) in the permanent recruitment business and the favorable impact of changes in currency exchange rates. The increase in Italy was primarily due to the increased demand for our Manpower staffing services, a 71.9% increase (61.5% in constant currency) in the permanent recruitment business, the favorable impact of approximately one additional billing day and the favorable impact of changes in currency exchange rates. In Other Southern Europe, revenues from services increased 15.5% (9.3% in constant currency and 12.4% in organic constant currency) during the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020, due to increased demand for our Manpower staffing services and an increase in our permanent recruitment business of 29.0% (22.7% in constant currency and 29.9% in organic constant currency), partially offset by the disposition of subsidiaries in Other Southern Europe in the nine months ended September 30, 2020..

Gross profit margin increased in the ~~third~~first quarter ~~and the nine months ended September 30, 2021~~of 2022 compared to the ~~third~~first quarter ~~and the nine months ended September 30, 2020.~~of 2021. The ~~increases were~~increase was primarily due to the ~~increases~~increase in our staffing/interim margins in several markets and the increase of ~~51.9% and 41.7%, respectively, (50.1% and 33.6%, respectively,~~34.8% (44.1% in constant currency) in the permanent recruitment business. The increase in the third quarter of 2021 compared to 2020 was partially offset by the decrease in the Manpower staffing margin as lower margin enterprise clients represented a larger percentage of revenues during the third quarter of 2021 compared to 2020.

37

Selling and administrative expenses increased ~~2.4% (1.4%~~1.0% (7.8% in constant currency) during the ~~third~~first quarter of ~~2021~~2022 compared to the ~~third~~first quarter of ~~2020~~2021 primarily due to the increase in salary-related costs due to higher headcount to support an increase in revenues in the quarter, and an increase in variable incentive costs as a result of increased profitability in certain ~~markets, and the decrease in benefits related to the transition of full-time equivalent employees onto government temporary unemployment programs that occurred in the third quarter of 2020.~~markets. The increase is also due to the higher non-personnel related costs to support the growth in revenues and the unfavorable impact of changes in currency exchange rates. The increases were partially offset by the decrease in restructuring costs to zero in the third quarter of 2021 from $7.6 million in the third quarter of 2020 and the loss on disposition of subsidiaries of $5.8 million incurred in the third quarter of 2020. Selling and administrative expenses increased 10.7% (4.3% in constant currency) during the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 primarily due to the increase in salary-related costs due to higher headcount to support an increase in revenues in the quarter, an increase in variable incentive costs as a result of increased profitability in certain markets, and the decrease in benefits related to the transition of full-time equivalent employees onto government temporary unemployment programs that occurred in the nine months ended September 30, 2020. The increase was also due to the unfavorable impact of changes in currency exchange rates. These increases were partially offset by the decrease in restructuring costs to zero in the nine months ended September 30, 2021 from $20.7 million in the nine months ended September 30, 2020.

OUP margin in Southern Europe was ~~4.6%~~4.3% for the ~~third~~first quarter of ~~2021~~2022 compared to 3.4% for the ~~third~~first quarter of ~~2020.~~2021. In France, the OUP margin was ~~4.7%~~4.2% for the ~~third~~first quarter of ~~2021~~2022 compared to ~~4.3%~~3.6% for the ~~third~~first quarter of ~~2020.~~2021. The increase in France was primarily due to our ability to increase revenues without a similar increase in expenses and the increase in the gross profit margin. In Italy, the OUP margin increased to ~~6.7%~~6.5% for the ~~third~~first quarter of 2022 from 4.8% for the first quarter of 2021 ~~from 4.4% for the third quarter of 2020~~ primarily due to our ability to increase revenues without a similar increase in expenses, the increase in the gross profit margin and the decrease of restructuring costs to zero in the third quarter of 2021 compared to $1.8 million in the third quarter of 2020. Other Southern Europe’s OUP margin increased to 3.0% in the third quarter of 2021 from 0.9% in the third quarter of 2020, primarily due to the increase in the gross profit margin and the decrease of restructuring costs to zero in the third quarter of 2021 compared to $5.8 million in the third quarter of 2020.

OUP margin in Southern Europe was 4.3% for the nine months ended September 30, 2021 compared to 2.5% for the nine months ended September 30, 2020. In France, the OUP margin increased to 4.4% for the nine months ended September 30, 2021 from 2.9% in the nine months ended September 30, 2020 primarily due to our ability to increase revenues without a similar increase in expenses and the increase in the gross profit margin. In Italy, the OUP margin increased to 6.2% for the nine months ended September 30, 2021 from 4.3% for the nine months ended September 30, 2020 primarily due to the decrease in restructuring costs to zero in the nine months ended September 30, 2021 from $1.8 million in the nine months ended September 30, 2020, our ability to increase revenues without a similar increase in expenses and the increase in the gross profit margin. Other Southern Europe’s OUP margin increased to ~~2.7%~~3.0% in the ~~nine months ended September 30, 2021~~first quarter of 2022 from ~~0.6%~~2.0% in the ~~nine months ended September 30, 2020,~~first quarter of 2021, primarily due to the decrease in restructuring costs to zero in the nine months ended September 30, 2021 from $17.3 million in the nine months ended September 30, 2020, our ability to increase revenues without a similar increase in expenses, the increase in the gross profit ~~margin and the loss on disposition of subsidiaries incurred in the nine months ended September 30, 2020.~~margin.

Northern Europe

In Northern Europe, ~~which includes~~the largest country operations ininclude the United Kingdom, the Nordics, Germany, the Netherlands and Belgium (comprising ~~37%~~38%, ~~21%~~23%, ~~14%~~13%, 10%, and 7%, respectively, of Northern Europe’s revenues), revenues from services ~~increased 23.1% (19.2%~~decreased 3.5% (2.0% increase in constant currency and 3.8% in organic constant currency) in the ~~third~~first quarter of ~~2021~~2022 compared to the ~~third~~first quarter of ~~2020.~~2021. We experienced revenue decreases in the United Kingdom, Germany and the Netherlands of 3.1%, 10.1% and 9.1%, respectively (-0.3%, -3.5% and -2.4%, respectively, in constant currency). The decreases were partially offset by revenue increases in the ~~United Kingdom, the~~ Nordics ~~Germany, the Netherlands~~ and Belgium of ~~34.5%, 22.6%, 12.6%, 5.6%~~8.0% and ~~11.9%~~0.1%, respectively ~~(26.1%, 18.9%, 11.7%, 4.7%~~(15.9% and ~~11.1%~~7.5%, respectively, in constant currency). The revenue ~~increase~~decrease in Northern Europe was primarily due to the unfavorable impact of changes in currency exchange rates and the sale of our Russia business, partially offset by increased demand for our ~~staffing/interim~~Experis staffing services and the ~~67.6%~~50.9% increase ~~(62.4%~~(59.8% in constant currency) in the permanent recruitment ~~business and the favorable impact of changes in currency exchange rates.~~

38

In Northern Europe, revenues from services increased 21.1% (12.4% in constant currency) in the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. We experienced revenue increases in the United Kingdom, the Nordics, Germany, the Netherlands and Belgium of 29.7%, 22.8%, 6.3%, 9.7% and 11.9%, respectively (18.9%, 11.1%, flat, 3.1% and 5.4%, respectively, in constant currency). The revenue increase in Northern Europe was primarily due to the increased demand for our Manpower staffing services, the 40.2% increase (30.2% in constant currency) in the permanent recruitment business and the favorable impact of changes in currency exchange rates, partially offset by the unfavorable impact of approximately one fewer billing day.business.

Gross profit margin increased in the ~~third~~first quarter ~~and the nine months ended September 30, 2021~~of 2022 compared to the ~~third~~first quarter ~~and the nine months ended September 30, 2020~~of 2021 primarily due to increases in our staffing/interim margins, a direct cost adjustment and the increases in our permanent recruitment ~~business, partially offset by the declines in the Manpower staffing margin due to client mix changes, as a higher percentage of revenues consisted of revenues from our lower-margin enterprise clients.~~business.

Selling and administrative expenses increased ~~1.2% (decrease of -1.4%~~10.0% (16.8% in constant currency) in the ~~third~~first quarter of ~~2021~~2022 compared to the ~~third~~first quarter of ~~2020. Selling and administrative expenses increased 5.8% (decrease of -1.7% in constant currency) in the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020.~~2021. The ~~increases are~~increase is primarily due to the ~~increases~~increase in salary-related costs due to higher headcount, ~~to support increases in revenues~~the loss on the sale of our Russia business, and ~~increases in variable incentive costs as a result of increases in profitability in certain markets. The increases were also due to~~ the increases in non-personnel related costs to support the ~~increases~~increase in revenues, and the decrease in benefits related to the transition of full-time equivalent employees onto government temporary unemployment programs that occurred in 2020. The increases were partially offset by the decreases in restructuring costs to zero in both the third quarter of 2021 and nine months ended September 30, 2021 from $24.1 million and $43.5 million in the third quarter of 2020 and nine months ended September 30, 2020, respectively.revenues.

29

OUP margin for Northern Europe ~~increased~~decreased to ~~1.4%~~0.3% in the ~~third~~first quarter of ~~2021~~2022 from ~~an operating unit loss of 2.4%~~0.4% in the ~~third~~first quarter of ~~2020. OUP margin for Northern Europe~~2021.The decrease was ~~1.1% in~~primarily due to the ~~nine months ended September 30, 2021 compared to an operating unit~~ loss ~~margin~~on the sale of ~~1.3% in~~our Russia business, partially offset by the ~~nine months ended September 30, 2020.The increases were primarily due~~ ~~to our ability to increase revenues without a similar~~ increase in ~~expenses,~~ ~~increases in the~~ gross profit ~~margin and the decreases in restructuring costs.~~margin.

APME

Revenues from services ~~increased 2.6% (4.0%~~decreased 1.5% (6.0% increase in constant currency) in the ~~third~~first quarter of ~~2021~~2022 compared to the ~~third~~first quarter of ~~2020.~~2021. In Japan (which represents ~~48%~~47% of APME’s revenues), revenues from services increased ~~9.1% (13.2%~~2.5% (12.5% in constant currency) due to the increase in our Experis business, increased demand for our Manpower staffing services and ~~the 38.8%~~a 26.0% increase (44.0% in constant currency) in our permanent recruitment business. In Australia (which represents 12% of APME’s revenues), revenues from services decreased 27.4% (29.3% in constant currency) due to the decreased demand for our Manpower staffing services, partially offset by the 11.9% increase (8.9% in constant currency) in our permanent recruitment business. The revenue increase in the remaining markets in APME is due to the increase in demand for our Talent-Based Outsourcing services within our Manpower business, the 65.9% increase (66.1%(38.1% in constant currency) in our permanent recruitment business, partially offset by the unfavorable impact of ~~approximately one fewer billing day.~~

~~Revenues from services increased 5.6% (3.3% in constant currency) in the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020.~~currency exchange rates. In ~~Japan,~~Australia (which represents 12% of APME’s revenues), revenues from services ~~increased 9.5% (10.6%~~decreased 31.7% (27.1% in constant currency) due to the ~~increase~~exit of a low margin client arrangement in ~~our Experis business, increased demand for our Manpower staffing services,~~ the ~~17.0% increase (18.5% in constant currency) in our permanent recruitment business and the favorable impact~~second quarter of approximately two additional billing days. In Australia, revenues from services decreased 5.7% (-16.7% in constant currency) due to the decreased demand for our Manpower staffing services and the unfavorable impact of approximately six fewer billing days, partially offset by the 12.1% increase (0.3% in constant currency) in our permanent recruitment business and the favorable impact of changes in currency exchange rates.2021. The revenue increase in the remaining markets in APME is primarily due to the ~~increase in~~increased demand for our ~~Talent-Based Outsourcing~~staffing/interim services ~~within our Manpower business, the 46.1%~~and a 10.2% increase ~~(42.9%~~(17.9% in constant currency) in our permanent recruitment business, ~~and~~partially offset by the ~~favorable~~unfavorable impact of ~~changes~~change in currency exchange rates ~~partially offset by~~and the unfavorable impact of approximately one fewer billing day.

39

Gross profit margin increased in the ~~third~~first quarter ~~and nine months ended September 30, 2021~~2022 compared to the ~~third~~first quarter ~~and the nine months ended September 30, 2020~~2021 primarily due to the ~~increases~~increase in our staffing/interim margins and the ~~increases~~increase of ~~24.5% and 17.5%, respectively, (23.6% and 9.7%~~10.2% (17.9% in constant currency, respectively) in our permanent recruitment business.

Selling and administrative expenses increased ~~8.8% (9.6%~~3.6% (11.3% in constant currency) in the ~~third~~first quarter of ~~2021~~2022 compared to the ~~third~~first quarter of ~~2020. Selling and administrative expenses increased 11.0% (7.2% in constant currency) in the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020.~~2021. The ~~increases are~~increase is primarily due to the ~~increases~~increase in salary-related costs due to higher headcount to support an increase in revenues and ~~increases~~increase in variable incentive costs as a result of ~~increases~~increase in profitability in certain markets, and the increases in non-personnel related costs to support the increases in revenues. The increase for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 was also due to the unfavorable impact of changes in currency exchange rates. The increases were partially offset by the decreases in restructuring costs to zero in both the third quarter of 2021 and nine months ended September 30, 2021 from $1.5 million and $4.1 million in the third quarter of 2020 and nine months ended September 30, 2020, respectively.

OUP margin for APME increased to ~~3.7%~~3.1% in the ~~third~~first quarter of 2022 from 3.0% in the first quarter of 2021 ~~from 2.8% in the third quarter of 2020. OUP margin for APME increased to 3.4% in the nine months ended September 30, 2021 from 2.9% in the nine months ended September 30, 2020. The increases are~~ due to the ~~improvements~~increase in the gross profit ~~margins, partially offset by the decreases in restructuring costs.~~margin.

30

Financial Measures

Constant Currency and Organic Constant Currency Reconciliation

Changes in our financial results include the impact of changes in foreign currency exchange rates, acquisitions, and dispositions. 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 or decline 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 and dispositions from the prior period from our constant currency calculation. We believe that this calculation is useful because it allows us to show the actual growth or decline of our ongoing business.

The constant currency and organic constant currency financial measures are used to supplement those measures that are in accordance with United States Generally Accepted Accounting Principles (“GAAP”). These Non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in our industry, as other companies may calculate such financial results differently. These Non-GAAP financial measures are not measurements of financial performance under GAAP, and should not be considered as alternatives to measures presented in accordance with GAAP.

40

Constant currency and organic constant currency percent variances, along with a reconciliation of these amounts to certain of our reported results, are provided below:

Three Months Ended September 30, 2021 Compared to 2020

Reported
Amount(a)

Reported
Variance

Impact of
Currency

Constant
Currency
Variance

Impact of
Acquisitions
and Dispositions
(In Constant
Currency)

Organic
Constant
Currency
Variance

Revenues from services:

Americas:

United States

644.9

11.4
%

—

11.4
%

0.8
%

10.6
%
Other Americas

352.7

0.7
%

(1.0
)%

1.7
%

—

1.7
%

997.6

7.4
%

(0.3
)%

7.7
%

0.5
%

7.2
%
Southern Europe:

France

1,317.0

9.3
%

1.0
%

8.3
%

—

8.3
%
Italy

456.4

30.0
%

1.2
%

28.8
%

—

28.8
%
Other Southern Europe

609.2

9.6
%

1.5
%

8.1
%

(2.7
)%

10.8
%

2,382.6

12.8
%

1.1
%

11.7
%

(0.7
)%

12.4
%
Northern Europe

1,166.6

23.1
%

3.9
%

19.2
%

—

19.2
%
APME

611.2

2.6
%

(1.4
)%

4.0
%

—

4.0
%

5,158.0

Intercompany Eliminations

(17.4
)

Consolidated

5,140.6

12.1
%

1.1
%

11.0
%

(0.3
)%

11.3
%
Gross Profit

853.0

17.6
%

0.8
%

16.8
%

(0.1
)%

16.9
%
Selling and Administrative Expenses

702.5

5.9
%

0.9
%

5.0
%

(1.0
)%

6.0
%
Operating Profit

150.5

144.4
%

0.7
%

143.7
%

18.8
%

124.9
%


	Three Months Ended March 31, 2022 Compared to 2021
	Reported Amount(a)			Reported Variance			Impact of Currency			Constant Currency Variance			Impact of Acquisitions and Dispositions (In Constant Currency)			Organic Constant Currency Variance
Revenues from services:
Americas:
United States		889.4			46.1	%		—			46.1	%		30.9	%		15.2	%
Other Americas		361.8			(8.2	)%		(2.3	)%		(5.9	)%		—			(5.9	)%
		1,251.2			24.8	%		(0.9	)%		25.7	%		18.8	%		6.9	%
Southern Europe:
France		1,192.4			0.3	%		(7.4	)%		7.7	%		—			7.7	%
Italy		445.0			10.5	%		(8.1	)%		18.6	%		—			18.6	%
Other Southern Europe		556.5			(2.1	)%		(4.8	)%		2.7	%		—			2.7	%
		2,193.9			1.6	%		(6.8	)%		8.4	%		—			8.4	%
Northern Europe		1,094.5			(3.5	)%		(5.5	)%		2.0	%		(1.8	)%		3.8	%
APME		618.2			(1.5	)%		(7.5	)%		6.0	%		—			6.0	%
		5,157.8
Intercompany Eliminations		(14.5	)
Consolidated		5,143.3			4.4	%		(5.4	)%		9.8	%		3.3	%		6.5	%
Gross Profit		897.1			16.8	%		(5.4	)%		22.2	%		5.6	%		16.6	%
Selling and Administrative Expenses		758.4			13.2	%		(5.0	)%		18.2	%		4.6	%		13.6	%
Operating Profit		138.7			40.9	%		(8.4	)%		49.3	%		12.9	%		36.4	%

(a)

In millions for the three months ended ~~September 30, 2021.~~March 31, 2022.

Nine Months Ended September 30, 2021 Compared to 2020

Reported
Amount(a)

Reported
Variance

Impact of
Currency

Constant
Currency
Variance

Impact of
Acquisitions
and Dispositions
(In Constant
Currency)

Organic
Constant
Currency
Variance

Revenues from services:

Americas:

United States

$
1,882.5

10.4
%

—

10.4
%

0.7
%

9.7
%
Other Americas

1,162.3

8.5
%

(0.5
)%

9.0
%

—

9.0
%

3,044.8

9.7
%

(0.2
)%

9.9
%

0.5
%

9.4
%
Southern Europe:

France

3,852.7

26.9
%

7.5
%

19.4
%

—

19.4
%
Italy

1,328.3

40.2
%

8.3
%

31.9
%

—

31.9
%
Other Southern Europe

1,784.3

15.5
%

6.2
%

9.3
%

(3.1
)%

12.4
%

6,965.3

26.0
%

7.2
%

18.8
%

(0.9
)%

19.7
%
Northern Europe

3,490.9

21.1
%

8.7
%

12.4
%

—

12.4
%
APME

1,858.5

5.6
%

2.3
%

3.3
%

—

3.3
%

15,359.5

Intercompany Eliminations

(17.4
)

Consolidated

$
15,342.1

18.5
%

5.3
%

13.2
%

(0.3
)%

13.5
%
Gross Profit

$
2,481.2

22.5
%

5.0
%

17.5
%

(0.2
)%

17.7
%
Selling and Administrative Expenses

$
2,062.4

4.3
%

4.1
%

0.2
%

(0.4
)%

0.6
%
Operating Profit

$
418.8

749.8
%

36.9
%

712.9
%

77.9
%

635.0
%

~~(a) In millions for the nine months ended September 30, 2021.~~

4131

Liquidity and Capital Resources

Cash used to fund our operations is primarily generated through operating activities and provided by our existing credit facilities. We believe our available cash and 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,~~borrowing, and some local credit lines to meet funding needs and allocate our capital resources among our various entities. As of ~~September 30, 2021,~~March 31, 2022, we ~~had $722.7~~had $703.0 million of cash held by foreign subsidiaries. We have historically made and anticipate future cash repatriations to the United States from certain foreign subsidiaries to fund domestic operations. With the enactment of the United States Tax Cuts and Jobs Act in December 2017, we no longer record United States federal income taxes on unremitted earnings of non-United States subsidiaries. However, we do record deferred tax liabilities related to non-United States withholding and other taxes on unremitted earnings that are not considered permanently invested.

Cash provided by operating activities was ~~$382.9~~$70.6 million and ~~$715.7~~$140.9 million during the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. Changes in operating assets and liabilities ~~generated $40.8~~utilized $66.1 million of cash during the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 compared to ~~$577.1~~$58.9 million generated during the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021. These changes were primarily attributable to ~~an increase in accounts receivable due to~~ the ~~stronger market environment as the impact of the COVID-19 crisis has stabilized in many parts of the world, and an increase~~decrease in accounts payable due to timing. Accounts receivable ~~increased~~decreased to ~~$5,091.4~~$5,440.0 million as of ~~September 30, 2021~~March 31, 2022 from ~~$4,912.4~~$5,448.2 million as of December 31, ~~2020. This increase was partially offset by~~2021 due to the impact of changes in currency exchange rates. Days Sales Outstanding ("DSO") increased by two days to ~~approximately 58 as~~57 days as of ~~September 30, 2021~~March 31, 2022 from ~~approximately 54 as of~~ December 31, ~~2020~~2021 due to higher activity levels and to unfavorable mix changes, with higher growth in countries with a higher average DSO.

The nature of our operations is such that our most significant current asset is accounts receivable and our most significant current liabilities are payroll related costs, which are generally paid either weekly or monthly. As the demand for our services increases, as we ~~saw~~experienced during the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, we generally ~~see~~experience 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 is 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~~experience 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 expected to be sustained in the event that an economic downturn continued for an extended period.

Capital expenditures were ~~$39.7~~$19.4 million for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 compared to ~~$30.5~~$12.7 million for the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021. 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. The higher expenditures in ~~2021~~2022 compared to ~~2020~~2021 are primarily due to additional technology investments and the timing of capital expenditures.

From time to time, we acquire and invest in companies throughout the world, including franchises. No cash consideration was paid during the three months ended March 31, 2022. For the ~~nine~~three months ended ~~September 30,~~March 31, 2021, the total cash consideration paid for acquisitions, net of cash acquired, was ~~$13.3~~$12.9 million, which ~~mainly related to franchise acquisitions~~represents consideration payments for franchises in the United States and a contingent consideration ~~payment associated with a~~payments related to previous ~~acquisition.~~acquisitions.

Occasionally, we dispose of parts of our operations based on risk considerations and to optimize our global strategic and geographic footprint and overall efficiency. On January 17, 2022, we disposed of our Russia business in our Northern Europe segment for cash proceeds of $3.2 million and simultaneously entered into a franchise agreement with the new owner of the Russia business. In connection with the disposition, we recognized a one-time net loss on disposition of $8.0 million.

4232

On October 1, 2021, we acquired ettain group, one of the largest privately held IT resourcing and services providers in North America. Effective that date, ettain group became part of our Experis business in the Americas segment. The aggregate cash consideration paid was $930.9 million. Of the total consideration paid, $925.0 million was for the acquired interests and the remaining $5.9 million was for excess working capital and cash. The transaction was funded through cash on hand and a $150.0 million draw on our revolving credit facility on October 1, 2021. We expect to finalize the net working capital adjustments in the fourth quarter of 2021.

The acquisition of ettain group will be accounted for as a business combination and the assets and liabilities of ettain group will be included in the Consolidated Balance Sheets as of the acquisition date, and its performance will be included in the Consolidated Statements of Operations subsequent to the acquisition date. The major classes of assets and liabilities of ettain group are expected to be cash and cash equivalents, accounts receivable, current and long-term liabilities, deferred taxes, and goodwill and other amortizable intangible assets.

Net debt ~~repayments~~payments were ~~$1.7 million and $28.7~~$28.0 million in the ~~nine~~three months ended ~~September 30,~~March 31, 2022, as compared to net debt borrowings of $2.8 million in the three months ended March 31, 2021. The 2022 payments include a $25.0 million repayment into our revolving debt facility, against which we had outstanding borrowings of $75.0 million as of December 31, 2021 ~~and 2020, respectively.~~related to the Experis acquisition. We intend to repay the remaining $50.0 million over the next six months.

Our €500.0 million notes and €400.0 million notes are due June 2026 and September 2022, respectively. We ~~reclassified~~plan to refinance the €400.0 million ~~notes to current during~~notes. When the ~~third quarter of 2021 as they are due within the next 12 months. When the~~€500.0 million notes mature, we plan to either repay the amounts with available cash or 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~~upon replacement of either the €500.0 million or €400.0 million notes.

As of ~~September 30, 2021,~~March 31, 2022, we had $50.0 million borrowings and letters of credit ~~totaling $0.5~~of $0.4 million issued under our $600.0 million revolving credit facility. Additional borrowings of ~~$599.5~~$549.6 million were available to us under the facility as of September 30, 2021. Although our revolving credit facility for $600.0 million remained unused as of September 30, 2021, we drew $150.0 million as of October 1, 2021 in conjunction with the funding of the ettain group acquisition. We intend to repay this balance over the next 12 months.March 31, 2022.

The $600.0 million revolving credit agreement requires that we comply with a leverage ratio (Net Debt-to-Net Earnings before interest and other expenses, provision for income taxes, intangible asset amortization expense, depreciation and amortization expense ("EBITDA")) of not greater than 3.5 to 1 and a fixed charge coverage ratio of not less than 1.5 to 1. As defined in the agreement, we had a Net Debt-to-EBITDA ratio of ~~-0.2~~0.92 to 1 and a fixed charge coverage ratio of ~~4.8~~5.56 to 1 as of ~~September 30, 2021.~~March 31, 2022. Based on our current forecast, we expect to be in compliance with our financial covenants for the next 12 months.

In addition to the previously mentioned facilities, we maintain separate bank credit lines with ~~financial~~financial institutions to meet working capital needs of our subsidiary operations. As of ~~September 30, 2021,~~March 31, 2022, such uncommitted credit lines totaled ~~$344.2~~$340.9 million, of which ~~$317.2~~$319.7 million was unused. Under the Credit 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 $278.8 million could have been made under these lines as of March 31, 2022.

We have assessed ~~what impact the COVID-19 crisis has had or may have on~~ our liquidity position as of ~~September 30, 2021~~March 31, 2022 and for the near future. As of ~~September 30, 2021,~~March 31, 2022, our cash and cash equivalents balance was ~~$1,612.6~~$777.3 million. We also have access to the previously mentioned revolving credit facility that could have immediately provided us with up to $600.0 million of additional cash, of which just $50.0 million was used as of ~~September 30, 2021,~~March 31, 2022, and we have an option to request an increase to the total availability under the revolving credit facility by an additional $200.0 million and each lender may participate in the requested increase at their discretion. In addition, we have access to ~~uncommitted~~the previously mentioned credit lines of up to ~~$344.2~~$300.0 million ($600.0 million in the third quarter) to meet the working capital needs of our subsidiaries, of which ~~$317.2~~$278.8 million was available to use as of ~~September 30, 2021. In the third quarter, we can borrow up to $600 million under these credit lines but we are limited to $300 million in other quarters.~~March 31, 2022. Our €500.0 million notes and €400.0 million notes that total ~~$1,038.4 million~~$992.7 million as of ~~September 30, 2021~~March 31, 2022 mature in June 2026 and September 2022, ~~thus, there are no payments due~~and we plan to refinance the €400.0 million note in ~~the very near term except for annual interest payments.~~2022. Based on the above, ~~notwithstanding the cash used to fund the ettain group acquisition on October 1, 2021,~~ we believe we have sufficient liquidity and capital resources to satisfy future requirements and meet our obligations currently and in the near ~~future should the COVID-19 crisis cause any additional cash flow needs.~~

43

future.

The Board of Directors declared a semi-annual dividend of ~~$1.26~~$1.36 and ~~$1.09~~$1.26 per share, respectively, on May 6, 2022 and May 7, 2021, ~~and May 8, 2020.~~respectively. The 2022 dividends are payable on June 15, 2022 to shareholders of record as of June 1, 2022. The 2021 dividends were paid on June 15, 2021 to shareholders of record as of June 1, 2021. ~~The 2020 dividends were paid on June 15, 2020 to shareholders of record as of June 1, 2020.~~

In August 2021, the Board of Directors authorized the repurchase of 4.0 million shares of our common stock, with terms consistent with the previous authorizations. This authorization was in addition to the August 2019 ~~and 2018~~ Board ~~authorizations~~authorization to purchase 6.0 million shares of our common ~~stock each.~~stock. Share repurchases may be made from time to time through a variety of methods, including open market purchases, block transactions, privately negotiated transactions or similar facilities. During the ~~nine months ended September 30, 2021,~~first quarter of 2022, we repurchased a total of ~~1.5~~0.6 million shares under the 2019 authorization at a cost of ~~$150.1~~$59.9 million. During the ~~nine months ended September 30, 2020,~~first quarter of 2021, we repurchased a total of ~~0.9 million shares comprised of 0.8 million shares under the 2018 authorization and 0.1~~1.1 million shares under the 2019 authorization at a ~~total~~ cost of ~~$63.8~~$100.1 million. ~~The 2021 repurchases all occurred within the first half of 2021, and the 2020 repurchases all occurred within the first quarter of 2020.~~ As of ~~September 30, 2021,~~March 31, 2022, there were 4.0 million and ~~1.9~~0.6 million shares remaining authorized for repurchase under the 2021 authorization and 2019 authorization, ~~respectively, and no shares remaining authorized for repurchase under the 2018 authorization.~~respectively.

We had aggregate ~~commitments~~commitments of ~~$2,081.4~~$2,061.7 million as of ~~September 30, 2021~~March 31, 2022 related to debt, operating leases, severances and office closure costs, transition tax resulting from the Tax Act and certain other commitments compared to ~~$2,197.6~~$2,156.7 million as of December 31, ~~2020.~~2021.

33

We also have entered into guarantee contracts and stand-by letters of credit ~~totaling $845.9 million~~totaling $766.4 million and ~~$890.0~~$769.3 million as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively ($~~794.3~~718.8 million and ~~$838.4~~$717.7 million for guarantees, respectively, and $47.6 million and $51.6 million for stand-by letters of credit as of ~~both dates)~~March 31, 2022 and December 31, 2021, respectively). The guarantees primarily relate to staffing license requirements, operating leases and indebtedness. The stand-by letters of credit mainly relate to workers’ compensation in the United States. If certain conditions were met under these arrangements, we would be required to satisfy our obligations in cash. Due to the nature of these arrangements and our historical experience, we do not expect any significant payments under these arrangements. Therefore, they have been excluded from our aggregate commitments. The cost of these guarantees and letters of credit was ~~$1.4~~$0.4 million and $0.5 million for ~~both~~ the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020.~~respectively.

We ~~recorded net~~did not record any restructuring costs ~~of $5.3 and $98.1~~ during the ~~nine~~three months ended ~~September 30, 2021 and 2020, respectively, in selling and administrative expenses, primarily related to~~March 31, 2022 or 2021. During the three months ended March 31, 2022, we made payments of $3.2 million out of our restructuring reserve, which is used for severances and office closures and consolidations in multiple countries and territories. ~~The costs paid or utilized out of our restructuring reserve were $32.5 million during the nine months ended September 30, 2021.~~ We expect a majority of the ~~remaining $18.9~~remaining $20.1 million ~~reserve~~reserve will be paid by the end of ~~2021.~~2022.

4434

~~Application of Critical Accounting Policies~~

In accordance with the accounting guidance for goodwill, we perform an annual impairment test of goodwill at our reporting unit 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 carrying value.

Estimated cash flows and goodwill are grouped at the reporting unit level, which the company has determined to be a component of the operating segments for which discrete financial information is available and for which segment management regularly reviews the reporting results.

We evaluate the recoverability of goodwill utilizing an income approach that estimates the fair value of the future discounted cash flows to which the goodwill relates. This approach reflects management’s internal outlook of the reporting units, which is believed to be the best determination of value due to management’s insight and experience with the reporting units. Significant assumptions used in our goodwill impairment test during the third quarter of 2021 included: expected future revenue growth rates, operating unit profit margins, working capital levels, discount rates, 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.

We believe that the future discounted cash flow valuation model provides the most reasonable and meaningful fair value estimate based on the reporting units’ projections of future operating results and cash flows and is consistent with our view of how market participants would value the company’s reporting units in an orderly transaction.

In the event the fair value of a reporting unit is less than the carrying value, including goodwill, we would record an impairment charge based on the excess of a reporting units’ carrying amount over its fair value.

We performed our annual impairment test of our goodwill during the third quarter of 2021 and there was no impairment of our goodwill as a result of our annual tests. Refer to Note 1 for results of our annual goodwill impairment testing.

Recently Issued Accounting Standards

See Note 2 to the Consolidated Financial Statements.

Item 3 – Quantitative and Qualitative Disclosures About Market Risk

Our ~~2020~~2021 Annual Report on Form 10-K contains certain disclosures about market risks affecting us. There have been no material changes to the information provided which would require additional disclosures as of the date of this filing.

Item 4 – 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 and that such information is accumulated and communicated to management of the company, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding timely disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including our 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 at a reasonable assurance level pursuant to Rule 13a-15 of the Exchange Act. Based on that evaluation, our Chief Executive Officer and our Executive Vice President and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level.

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

4535

PART II - OTHER INFORMATION

Item 1A – Risk Factors

As of the date of this filing, the Company and its operations continue to be subject to the risk factors previously disclosed in the “Risk Factors” sections contained in the ~~2020~~2021 Annual Report on Form 10-K.

The following information updates the fourth paragraph under the heading “Risk Factors— Our results of operations have been and may in the future be materially adversely affected by volatile, negative, or uncertain economic conditions” in our Annual Report on Form 10-K for the year ended December 31, 2021.

There is a risk that economic conditions in European markets may continue to be negatively impacted by events in recent years which, in addition to COVID-19, have included labor unrest, civil protest, heightened trade tensions, and uncertainty around the impacts of the exit of the United Kingdom from the European Union. These events have most recently included the Russia-Ukraine war. There is substantial uncertainty about the future impact of this war on the European economy and the global economy generally. Numerous countries have instituted sanctions and other penalties against Russia. The measures that have been taken, and could be taken in the future, by the U.S., European Union, and others could result in retaliatory action by the Russian government, leading to an escalation and/or expansion in the scope of this conflict. The consequences of this are difficult to predict but may result in further sanctions, regional instability and geopolitical shifts, heightened cybersecurity threats, further disruptions in the global supply chain, volatility in foreign exchange rates and inflationary pressures. Any of these events or trends could have a material adverse effect on our business and operating results, particularly our European operations.

In addition, the continuation or extent to which the Russia-Ukraine war may intensify or expand could exacerbate or heighten many of the other risk factors described in Part I, Item 1A. “Risk Factors” of the 2021 Form 10-K and may have a material adverse effect on our business and operating results.

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

In August 2021, the Board of Directors authorized the repurchase of 4.0 million shares of our common stock. This authorization iswas in addition to the August 2019 Board ~~authorizations~~authorization to ~~repurchase~~purchase 6.0 million shares of our common stock. We conduct share repurchases from time to time through a variety of methods, including open market purchases, block transactions, privately negotiated transactions or similar facilities. The following table shows the total number of shares repurchased during the ~~third~~first quarter of ~~2021.~~2022. As of ~~September 30, 2021,~~March 31, 2022, there were 4.0 million and ~~1.9~~0.6 million shares remaining authorized for repurchase under the 2021 authorization and 2019 authorization, respectively.

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

Maximum
number of
shares that
may yet be
purchased

July 1 - 31, 2021

—

$
—

—

1,865,738

August 1 - 31, 2021

—

$
—

—

5,865,738

September 1 - 30, 2021

1,903

(1)
$
—

—

5,865,738

Total

1,903

$
—

—

5,865,738


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		Maximum number of shares that may yet be purchased
January 1 - 31, 2022		—		$	—		—		5,222,640
February 1 - 28, 2022		378,073	(1)	$	110.47		297,717		4,924,923
March 1 - 31, 2022		279,986	(2)	$	96.83		279,903		4,645,020
Total		658,059		$	103.86		577,620		4,645,020

(1) ~~Represents~~Includes 80,356 shares of common stock withheld by ManpowerGroup to satisfy tax withholding obligations on shares acquired by certain officers in settlement of restricted stock and performance share units.

(2) Includes 83 shares of common stock withheld by ManpowerGroup to satisfy tax withholding obligations on shares acquired by certain officers in settlement of restricted stock.

4636

Item 5 – 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, to date in ~~2021:~~2022:

(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, consultation regarding appropriate handling of items on the United States and international tax returns;

(b) advice and assistance with respect to transfer pricing matters, as well as communicating with various taxing authorities regarding the requirements associated with royalties and inter-company pricing, and tax audits; and

(c) audit services with respect to certain procedures and certifications where required.

4737

Item 6 – Exhibits


~~2.1~~

10.1		Form of 2022 Performance Share Unit Agreement under the 2011 Equity ~~Purchase and Merger Agreement, dated as~~Incentive Plan of August 23,2021, by and among AMCP Staffing Holdings, LP, AMCP II Staffing Corp Holdings Holdco, LLC, solely in its capacity as the representative of the seller entities, AMCP Staffing Holdings GP, LLC, ManpowerGroup Global Inc., Longhorn 2021 LP and solely for the purposes of section 10.20 thereof, ManpowerGroup Inc.~~, incorporated by reference to the Company’s Current Report on Form 8-K dated August 24, 2021.~~

31.1		Certification of Jonas Prising, Chief Executive Officer, pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934.

31.2		Certification of John T. McGinnis, Executive Vice President and Chief Financial Officer, pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934.

32.1		Statement of Jonas Prising, Chief Executive Officer, pursuant to 18 U.S.C. ss. 1350.

32.2		Statement of John T. McGinnis, Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. ss. 1350.

101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2021~~March 31, 2022 has been formatted in Inline XBRL (Inline Extensible Business Reporting Language) and contained in Exhibits 101.

4838

SIGNATURES

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


		ManpowerGroup Inc.
		(Registrant)



Date: ~~November 8, 2021~~May 6, 2022

	/s/ John T. McGinnis
	John T. McGinnis
	Executive Vice President and Chief Financial Officer (Signing on behalf of the Registrant and as the Principal Financial Officer)

	/s/ Donald Mondano
	Donald Mondano
	Senior Vice President, Global Controller and Treasurer (Principal Accounting Officer)

4939


	Wisconsin	39-1672779
	(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock, $.01 par value	MAN	New York Stock Exchange


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐


		Shares Outstanding
Class		at ~~November 5, 2021~~May 4, 2022
Common Stock, $.01 par value		~~54,239,893~~52,740,143


	September 30, 2021		December 31, 2020		March 31, 2022		December 31, 2021
Cash and cash equivalents	$	1,612.6	$	1,567.1	$	777.3	$	847.8
Accounts receivable, less allowance for doubtful accounts of $124.0 and $128.1, respectively		5,091.4		4,912.4
Accounts receivable, less allowance for doubtful accounts of $120.8 and $121.6, respectively						5,440.0		5,448.2
Prepaid expenses and other assets		154.7		186.9		152.2		126.7
Total current assets		6,858.7		6,666.4		6,369.5		6,422.7

Other Assets:
Goodwill		1,206.6		1,225.8		1,710.0		1,722.2
Intangible assets, less accumulated amortization of $433.3 and $425.4, respectively		232.2		248.6
Intangible assets, less accumulated amortization of $448.0 and $441.3, respectively						573.0		583.6
Operating lease right-of-use assets		360.4		400.7		351.5		373.4
Other assets		675.6		651.6		603.7		610.2
Total other assets		2,474.8		2,526.7		3,238.2		3,289.4

Property and Equipment:
Land, buildings, leasehold improvements and equipment		598.3		614.7		591.1		594.9
Less: accumulated depreciation and amortization		479.5		479.6		477.7		478.1
Net property and equipment		118.8		135.1		113.4		116.8
Total assets	$	9,452.3	$	9,328.2	$	9,721.1	$	9,828.9


		Page Number
PART I	FINANCIAL INFORMATION
Item 1	Financial Statements (unaudited)
	Consolidated Balance Sheets	3-4
	Consolidated Statements of Operations	5
	Consolidated Statements of Comprehensive Income (Loss)	65
	Consolidated Statements of Cash Flows	76
	Consolidated Statements of Shareholders' Equity	~~8-9~~7
	Notes to Consolidated Financial Statements	~~10-26~~8-22
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~27-45~~23-35
Item 3	Quantitative and Qualitative Disclosures About Market Risk	4535
Item 4	Controls and Procedures	4535

PART II	OTHER INFORMATION
Item 1A	Risk Factors	4636
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	4636
Item 5	Other Information	4737
Item 6	Exhibits	4838

SIGNATURES		4939


	ManpowerGroup Shareholders
	Common Stock
	Shares Issued		Par Value		Capital in Excess of Par Value		Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Non- Controlling Interests			Total
Balance, December 31, 2020		117,555,991	$	1.2	$	3,402.5	$	3,388.8		$	(397.3	)	$	(3,954.2	)	$	12.6		$	2,453.6
Net earnings								62.0												62.0
Other comprehensive loss											(40.5	)								(40.5	)
Issuances under equity plans		169,192				1.0								(4.6	)					(3.6	)
Share-based compensation expense						7.5														7.5
Repurchases of common stock														(100.1	)					(100.1	)
Noncontrolling interest transactions																	(1.5	)		(1.5	)
Balance, March 31, 2021		117,725,183	$	1.2	$	3,411.0	$	3,450.8		$	(437.8	)	$	(4,058.9	)	$	11.1		$	2,377.4
Net earnings								111.6												111.6
Other comprehensive income											15.5									15.5
Issuances under equity plans		25,653				2.7								(0.1	)					2.6
Share-based compensation expense						9.4														9.4
Dividends								(68.3	)											(68.3	)
Repurchases of common stock														(50.0	)					(50.0	)
Noncontrolling interest transactions																	(1.5	)		(1.5	)
Balance, June 30, 2021		117,750,836	$	1.2	$	3,423.1	$	3,494.1		$	(422.3	)	$	(4,109.0	)	$	9.6		$	2,396.7
Net earnings								97.7												97.7
Other comprehensive loss											(22.3	)								(22.3	)
Issuances under equity plans		7,187				1.1														1.1
Share-based compensation expense						9.8														9.8
Noncontrolling interest transactions																	0.2			0.2
Balance, September 30, 2021		117,758,023	$	1.2	$	3,434.0	$	3,591.8		$	(444.6	)	$	(4,109.0	)	$	9.8		$	2,483.2


Net loss							(64.4	)											(64.4	)
Other comprehensive income										26.7									26.7
Issuances under equity plans	14,898												(0.2	)					(0.2	)
Share-based compensation expense					6.9														6.9
Dividends							(63.2	)											(63.2	)
Noncontrolling interest transactions																(2.0	)		(2.0	)
Balance, June 30, 2020	117,499,079	$	1.2	$	3,388.0	$	3,368.2		$	(479.1	)	$	(3,752.3	)	$	16.8		$	2,542.8
Net earnings							10.3												10.3
Other comprehensive income										46.3									46.3
Issuances under equity plans	44,725				0.2								(1.0	)					(0.8	)
Share-based compensation expense					6.9														6.9
Noncontrolling interest transactions																(0.1	)		(0.1	)
Balance, September 30, 2020	117,543,804	$	1.2	$	3,395.1	$	3,378.5		$	(432.8	)	$	(3,753.3	)	$	16.7		$	2,605.4


	Nine Months Ended September 30, 2021
Balance, December 31, 2020	$	128.1
Provisions charged to earnings		13.7
Write-offs		(11.7	)
Translation adjustments		(6.3	)
Reclassifications and other		0.2
Balance, September 30, 2021	$	124.0


	Defined Benefit Pension Plan
	3 Months Ended						9 Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
Service cost	$	5.5		$	5.3		$	16.6		$	15.5
Interest cost		1.5			2.4			4.6			7.0
Expected return on assets		(3.1	)		(3.4	)		(9.2	)		(10.0	)
Settlement loss		0			0			0			10.2
Other		1.4			0.9			4.1			2.5
Total benefit cost	$	5.3		$	5.2		$	16.1		$	25.2


	Retiree Health Care Plan
	3 Months Ended						9 Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
Interest cost	$	0.1		$	0.1		$	0.2		$	0.3
Prior service credit		(0.2	)		(0.1	)		(0.6	)		(0.5	)
Other		0			0			0.1			0
Total benefit credit	$	(0.1	)	$	0		$	(0.3	)	$	(0.2	)


	Gain (Loss) Recognized in Other Comprehensive Income										Gain Recognized in Other Comprehensive Income
	Three Months Ended September 30,					Nine Months Ended September 30,					Three Months Ended March 31,
Instrument	2021		2020			2021		2020			2022		2021
Euro Notes	$	24.6	$	(43.8	)	$	57.0	$	(45.7	)	$	27.3	$	43.7
Cross-currency swaps		1.6		(11.3	)		14.9		(8.9	)		2.9		20.5


								(Loss) Gain Reclassified						Loss Recognized in OCI							Gain Reclassified from AOCI into Income
	Gain (Loss) Recognized in OCI							from AOCI into Income
	Three Months Ended September 30,						Location of (Loss) Gain Reclassified	Three Months Ended September 30,						Three Months Ended March 31,						Location of Gain Reclassified	Three Months Ended March 31,
Instrument	2021			2020			from AOCI into Income	2021			2020			2022			2021			from AOCI into Income	2022		2021
Cross-currency swaps	$	4.0		$	(3.2	)	Interest and other expenses, net	$	(3.9	)	$	(3.3	)	$	(1.0	)	$	(5.3	)	Interest and other expenses, net	$	0.9	$	5.2
Foreign currency forward contracts		(0.2	)		0		Selling and administrative expenses		0			0

								(Loss) Gain Reclassified
	Gain (Loss) Recognized in OCI							from AOCI into Income
	Nine Months Ended September 30,						Location of (Loss) Gain Reclassified	Nine Months Ended September 30,
Instrument	2021			2020			from AOCI into Income	2021			2020
Cross-currency swaps	$	0.9		$	1.6		Interest and other expenses, net	$	(0.7	)	$	1.4
Foreign currency forward contracts		(0.2	)		0		Selling and administrative expenses		0			0


	Location of Gain (Loss)	Amount of Gain (Loss) Recognized in Income
Instrument	Recognized in Income	Three Months Ended March 31,
		2022			2021
Intercompany CHF note	Interest and other expenses, net	$	(2.6	)	$	—
Cross-currency swaps	Interest and other expenses, net		2.6			—


	Location of (Loss) Gain	Amount of (Loss) Gain Recognized in Income										Location of Loss	Amount of Loss Recognized in Income
Instrument	Recognized in Income	Three Months Ended September 30,					Nine Months Ended September 30,					Recognized in Income	Three Months Ended March 31,
		2021			2020		2021			2020			2022			2021
Foreign currency forward contracts	Interest and other expenses, net	$	(3.0	)	$	0	$	(8.5	)	$	0.3	Interest and other expenses, net	$	(4.8	)	$	(6.9	)


	Assets					Assets
		September 30,		December 31,			March 31,		December 31,
	Balance Sheet Location	2021		2020		Balance Sheet Location	2022		2021
Instruments designated as cash flow hedges:
Cross-currency swaps	Prepaid expenses and other assets	$	12.5	$	12.1	Prepaid expenses and other assets	$	3.7	$	24.7
Instruments not designated as hedges:
Foreign currency forward contracts	Accounts receivable, net		0.1		1.0
Instruments designated as fair value hedges:
Cross-currency swaps						Prepaid expenses and other assets		2.5		0
Total instruments		$	12.6	$	13.1		$	6.2	$	24.7


	Liabilities					Liabilities
		September 30,		December 31,			March 31,		December 31,
	Balance Sheet Location	2021		2020		Balance Sheet Location	2022		2021
Instruments designated as net investment hedges:
Euro Notes	Long-term debt	$	1,038.4	$	1,094.5
Euro Notes due in 2022						Short-term borrowings and current maturities of long-term debt	$	442.5	$	454.4
Euro Notes due in 2026						Long-term debt		550.2		565.2
Cross-currency swaps	Accrued liabilities		15.9		30.5	Accrued liabilities		22.6		24.2
Instruments designated as cash flow hedges:
Foreign currency forward contracts	Accrued liabilities		0.2		0
Instruments not designated as hedges:
Foreign currency forward contracts	Accrued liabilities		2.1		0	Accrued liabilities		10.2		5.5
Total instruments		$	1,056.6	$	1,125.0		$	1,025.5	$	1,049.3