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

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


	June 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
CURRENT ASSETS:

Cash and cash equivalents	$	770.4	$	591.9	$	1,099.5	$	1,025.8
Accounts receivable, less allowance for doubtful accounts of $121.0 and $115.7, respectively		5,415.6		5,276.1
Accounts receivable, less allowance for doubtful accounts of $114.4 and $113.5, respectively						4,748.5		5,273.1
Prepaid expenses and other assets		190.8		129.1		211.1		185.6
Total current assets		6,376.8		5,997.1		6,059.1		6,484.5

OTHER ASSETS:
Other Assets:
Goodwill		1,262.4		1,297.1		1,233.1		1,260.1
Intangible assets, less accumulated amortization of $382.6 and $367.7, respectively		276.3		246.3
Intangible assets, less accumulated amortization of $392.5 and $389.4, respectively						260.2		268.6
Operating lease right-of-use asset		458.5		—		415.7		448.5
Other assets		526.6		826.7		570.4		618.8
Total other assets		2,523.8		2,370.1		2,479.4		2,596.0

PROPERTY AND EQUIPMENT:
Property and Equipment:
Land, buildings, leasehold improvements and equipment		613.4		613.6		584.5		605.5
Less: accumulated depreciation and amortization		465.7		461.0		446.1		462.2
Net property and equipment		147.7		152.6		138.4		143.3
Total assets	$	9,048.3	$	8,519.8	$	8,676.9	$	9,223.8

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


	June 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
CURRENT LIABILITIES:
Current Liabilities:
Accounts payable	$	2,413.9		$	2,266.7		$	2,300.0		$	2,474.9
Employee compensation payable		184.8			209.7			168.2			206.4
Accrued liabilities		542.5			411.0			531.2			545.4
Accrued payroll taxes and insurance		659.5			729.8			582.0			649.7
Value added taxes payable		511.5			508.6			446.3			504.0
Short-term borrowings and current maturities of long-term debt		47.7			50.1			47.8			61.0
Total current liabilities		4,359.9			4,175.9			4,075.5			4,441.4

OTHER LIABILITIES:
Other Liabilities:
Long-term debt		1,025.8			1,025.3			995.6			1,012.4
Long-term operating lease liability		334.3			—			316.7			336.7
Other long-term liabilities		633.8			620.1			650.1			671.8
Total other liabilities		1,993.9			1,645.4			1,962.4			2,020.9

SHAREHOLDERS’ EQUITY:
Shareholders’ Equity:
ManpowerGroup shareholders' equity
Preferred stock, $0.01 par value, authorized 25,000,000 shares, none issued		—			—
Common stock, $0.01 par value, authorized 125,000,000 shares, issued 117,163,468 and 116,795,899 shares, respectively		1.2			1.2
Preferred stock, $.01 par value, authorized 25,000,000 shares, NaN issued								—			—
Common stock, $.01 par value, authorized 125,000,000 share, issued 117,484,181 and 117,190,883 shares, respectively								1.2			1.2
Capital in excess of par value		3,354.4			3,337.5			3,381.1			3,370.6
Retained earnings		3,273.3			3,157.7			3,495.8			3,494.1
Accumulated other comprehensive loss		(416.5	)		(399.8	)		(505.8	)		(441.0	)
Treasury stock at cost, 57,330,065 and 56,044,485 shares, respectively		(3,579.9	)		(3,471.7	)
Treasury stock at cost, 59,444,304 and 58,517,128 shares, respectively								(3,752.1	)		(3,681.9	)
Total ManpowerGroup shareholders’ equity		2,632.5			2,624.9			2,620.2			2,743.0
Noncontrolling interests		62.0			73.6			18.8			18.5
Total shareholders’ equity		2,694.5			2,698.5			2,639.0			2,761.5
Total liabilities and shareholders’ equity	$	9,048.3		$	8,519.8		$	8,676.9		$	9,223.8

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

	Three Months Ended					Six Months Ended					Three Months Ended
	June 30,					June 30,					March 31,
	2019			2018		2019			2018		2020		2019
Revenues from services	$	5,373.1		$	5,656.9	$	10,418.0		$	11,179.3	$	4,619.1	$	5,044.9
Cost of services		4,502.7			4,734.2		8,742.8			9,371.2		3,895.1		4,240.1
Gross profit		870.4			922.7		1,675.2			1,808.1		724.0		804.8
Selling and administrative expenses, excluding goodwill impairment charge		675.6			714.4		1,374.9			1,446.0
Goodwill impairment charge		64.0			-		64.0			-
Selling and administrative expenses		739.6			714.4		1,438.9			1,446.0		686.3		699.3
Operating profit		130.8			208.3		236.3			362.1		37.7		105.5
Interest and other (income) expenses, net		(70.2	)		10.5		(58.3	)		26.6
Interest and other expenses												20.5		11.9
Earnings before income taxes		201.0			197.8		294.6			335.5		17.2		93.6
Provision for income taxes		73.7			54.4		113.8			95.1		15.5		40.1
Net earnings	$	127.3		$	143.4	$	180.8		$	240.4	$	1.7	$	53.5
Net earnings per share – basic	$	2.12		$	2.18	$	3.00		$	3.65	$	0.03	$	0.88
Net earnings per share – diluted	$	2.11		$	2.17	$	2.98		$	3.62	$	0.03	$	0.88
Weighted average shares – basic		60.0			65.7		60.3			65.8		58.7		60.6
Weighted average shares – diluted		60.4			66.1		60.7			66.4		59.0		61.0

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

	Three Months Ended						Six Months Ended						Three Months Ended
	June 30,						June 30,						March 31,
	2019			2018			2019			2018			2020			2019
Net earnings	$	127.3		$	143.4		$	180.8		$	240.4		$	1.7		$	53.5
Other comprehensive loss:
Foreign currency translation adjustments		(32.1	)		(140.3	)		(62.7	)		(92.6	)		(84.9	)		(30.6	)
Reclassification of currency translation adjustment to income related to disposition of partially held equity interest (see Note 5)		32.5			-			32.5			-
Translation adjustments on derivative instruments, net of income taxes of $(3.1), $10.6, $2.0 and $5.8, respectively		(11.1	)		36.5			6.3			20.1
Translation adjustments on derivative instruments, net of income taxes of $5.4 and $5.1, respectively														10.7			17.4
Translation adjustments of long-term intercompany loans		(4.2	)		(7.7	)		6.8			(0.1	)		1.5			11.0
Defined benefit pension plans and retiree health care plan, net of income taxes of $0.0, $(0.1), $0.1 and $0.1, respectively		0.2			(0.3	)		0.4			0.2
Defined benefit pension plans and retiree health care plan, net of income taxes of $7.7 and $0.1, respectively														1.3			0.2
Pension settlement related to a U.S. plan, net of income taxes of $(3.9)														6.6			—
Total other comprehensive loss		(14.7	)		(111.8	)		(16.7	)		(72.4	)		(64.8	)		(2.0	)
Comprehensive income	$	112.6		$	31.6		$	164.1		$	168.0
Comprehensive (loss) income													$	(63.1	)	$	51.5

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

	Six Months Ended						Three Months Ended
	June 30,						March 31,
	2019			2018			2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash Flows from Operating Activities:
Net earnings	$	180.8		$	240.4		$	1.7		$	53.5
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		39.0			42.9			18.6			19.4
Noncash gain on disposition of previously held equity interest		(80.4	)		-
Noncash lease expense		63.6			-
Noncash goodwill impairment charge		64.0			-
Deferred income taxes		13.7			(16.6	)		(5.0	)		2.0
Provision for doubtful accounts		11.5			10.9			5.2			4.3
Share-based compensation		12.9			12.8			4.6			4.6
Changes in operating assets and liabilities, excluding the impact of acquisitions:
Accounts receivable		(120.9	)		(132.0	)		378.3			29.4
Other assets		81.3			85.9			—			(19.4	)
Other liabilities		11.6			(68.7	)		(222.4	)		8.1
Cash provided by operating activities		277.1			175.6			181.0			101.9

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash Flows from Investing Activities:
Capital expenditures		(24.0	)		(26.8	)		(9.1	)		(10.0	)
Acquisitions of businesses, net of cash acquired		114.7			(8.2	)
Proceeds from the sale of subsidiaries, investments, property and equipment		8.0			6.7			0.8			3.5
Cash provided by (used in) investing activities		98.7			(28.3	)
Cash used in investing activities								(8.3	)		(6.5	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash Flows from Financing Activities:
Net change in short-term borrowings		(3.0	)		(4.5	)		(9.6	)		2.3
Proceeds from long-term debt		7.6			583.3			0.3			0.4
Repayments of long-term debt		(0.1	)		(408.1	)		(0.1	)		(0.1	)
Payments of debt issuance costs		-			(2.4	)
Payments of contingent consideration for acquisitions		(22.8	)		(15.1	)		—			(0.6	)
Proceeds from share-based awards and sale of subsidiaries		5.5			4.0
Payments to noncontrolling interests		(2.1	)		(1.9	)
Proceeds from share-based awards								10.0			0.9
Other share-based award transactions		(7.3	)		(17.3	)		(6.5	)		(5.4	)
Repurchases of common stock		(101.0	)		(113.2	)		(63.8	)		(101.0	)
Dividends paid		(65.2	)		(66.0	)
Cash used in financing activities		(188.4	)		(41.2	)		(69.7	)		(103.5	)

Effect of exchange rate changes on cash		(8.9	)		(27.6	)		(29.3	)		(17.5	)
Change in cash and cash equivalents		178.5			78.5			73.7			(25.6	)
Cash and cash equivalents, beginning of year		591.9			689.0

Cash and cash equivalents, beginning of period								1,025.8			591.9
Cash and cash equivalents, end of period	$	770.4		$	767.5		$	1,099.5		$	566.3

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	21.4		$	31.1
Supplemental Cash Flow Information:
Interest Paid							$	6.0		$	5.0
Income taxes paid, net	$	74.8		$	106.7		$	19.8		$	17.3
Non-cash operating activity: Right-of-use assets obtained in exchange for new operating lease liabilities	$	69.7		$	-		$	15.3		$	14.4

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

	ManpowerGroup Shareholders																						ManpowerGroup Shareholders
	Common Stock																						Common Stock
	Shares Issued		Par Value		Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Non- Controlling Interests			Total			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, 2018		116,795,899	$	1.2	$	3,337.5		$	3,157.7		$	(399.8	)	$	(3,471.7	)	$	73.6		$	2,698.5
Balance, December 31, 2019																								117,190,883	$	1.2	$	3,370.6	$	3,494.1	$	(441.0	)	$	(3,681.9	)	$	18.5	$	2,761.5
Net earnings									53.5												53.5									1.7										1.7
Other comprehensive loss												(2.0	)								(2.0	)										(64.8	)							(64.8	)
Issuances under equity plans		247,325				0.4									(5.3	)					(4.9	)		293,298				5.9							(6.4	)				(0.5	)
Share-based compensation expense						4.6															4.6							4.6												4.6
Repurchases of common stock															(101.0	)					(101.0	)													(63.8	)				(63.8	)
Noncontrolling interest transactions						0.5												0.7			1.2																	0.3		0.3
Balance, March 31, 2019		117,043,224		1.2		3,343.0			3,211.2			(401.8	)		(3,578.0	)		74.3			2,649.9
Net earnings									127.3												127.3
Other comprehensive loss												(14.7	)								(14.7	)
Issuances under equity plans		120,244				3.9									(1.9	)					2.0
Share-based compensation expense						8.3															8.3
Dividends									(65.2	)											(65.2	)
Noncontrolling interest transactions						(0.8	)											(12.3	)		(13.1	)
Balance, June 30, 2019		117,163,468	$	1.2	$	3,354.4		$	3,273.3		$	(416.5	)	$	(3,579.9	)	$	62.0		$	2,694.5
Balance, March 31, 2020																								117,484,181	$	1.2	$	3,381.1	$	3,495.8	$	(505.8	)	$	(3,752.1	)	$	18.8	$	2,639.0

	ManpowerGroup Shareholders																						ManpowerGroup Shareholders
	Common Stock																						Common Stock
	Shares Issued		Par Value		Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Non- Controlling Interests			Total			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, 2017		116,303,729	$	1.2	$	3,302.6		$	2,713.0		$	(288.2	)	$	(2,953.7	)	$	82.7		$	2,857.6
Unrealized gain reclassified due to new accounting guidance on investments									15.3			(15.3	)								-
Balance, December 31, 2018																								116,795,899	$	1.2	$	3,337.5	$	3,157.7	$	(399.8	)	$	(3,471.7	)	$	73.6	$	2,698.5
Net earnings									97.0												97.0									53.5										53.5
Other comprehensive income												39.4									39.4
Other comprehensive loss																																(2.0	)							(2.0	)
Issuances under equity plans		437,703				2.9									(16.7	)					(13.8	)		247,325				0.4							(5.3	)				(4.9	)
Share-based compensation expense						7.5															7.5							4.6												4.6
Repurchases of common stock															(50.1	)					(50.1	)													(101.0	)				(101.0	)
Noncontrolling interest transactions						0.3												1.1			1.4							0.5										0.7		1.2
Balance, March 31, 2018		116,741,432		1.2		3,313.3			2,825.3			(264.1	)		(3,020.5	)		83.8			2,939.0
Net earnings									143.4												143.4
Other comprehensive loss												(111.8	)								(111.8	)
Issuances under equity plans		36,792				(0.1	)								(0.5	)					(0.6	)
Share-based compensation expense						5.3															5.3
Dividends									(66.0	)											(66.0	)
Repurchases of common stock															(63.1	)					(63.1	)
Noncontrolling interest transactions						1.6												(0.3	)		1.3
Balance, June 30, 2018		116,778,224	$	1.2	$	3,320.1		$	2,902.7		$	(375.9	)	$	(3,084.1	)	$	83.5		$	2,847.5
Balance, March 31, 2019																								117,043,224	$	1.2	$	3,343.0	$	3,211.2	$	(401.8	)	$	(3,578.0	)	$	74.3	$	2,649.9

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

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~

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 ~~2018~~2019 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.

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. Our business, operations and consolidated financial statements for the three months ended March 31, 2020 were significantly negatively impacted by the COVID-19 crisis, especially in the last few weeks of March as market conditions rapidly deteriorated.

By the end of March, significant lockdown measures had been implemented in our main markets in Europe and North America, as well as in certain other countries. There is considerable uncertainty as to when governmental restrictions in different countries may be lifted, and to what degree individuals and businesses will be permitted to resume economic activity, including the re-opening of workplaces that are restricted. As of the date these unaudited consolidated financial statements are issued, governments in some of our key markets such as France, the United States, Italy, the United Kingdom and Germany still had work-related restrictions in place.

We are continuing to monitor and assess the impacts of the COVID-19 pandemic and we expect that our financial condition, liquidity and future results of operations will continue to be adversely affected. However, we cannot predict with certainty what these impacts will be to the remaining quarters of 2020. 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.

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, 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.

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 collaterization, 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.

In April 2019, we sold a portion of our French payroll tax credits earned in 2018 for net proceeds of $103.5 (€92.0)~~. In April 2018, we sold substantially all of our French payroll tax credits earned in 2017 for net proceeds of $234.5 (€190.9)~~. We derecognized these receivables and the additional interest upon the sale date as the terms of the agreement are such that the transaction qualifies for sale treatment in accordance with the accounting guidance on the transfer and servicing of assets. The discount on the sale of these receivables was recorded in cost of services as a reduction of the payroll tax credits.

In accordance with the accounting guidance on goodwill, ~~and other intangible assets,~~ we perform an annual impairment test of goodwill at our reporting unit ~~level and indefinite-lived assets at our unit of account~~ level during the third quarter, or more frequently if events or circumstances change that would more likely than not reduce the fair value of ~~the~~our reporting units below their carrying value. ~~The most recent~~

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.

As of the date of our last annual impairment test, ~~was~~ performed during the third quarter of ~~2018.~~

~~For~~2019, 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 Germany reporting unit. During the second quarter of 2019, in connection with the preparation of our quarterly financial statements, we assessed the changes in circumstances that occurred during the quarter to determine if it was more likely than not that the fair value of any reporting unit was below its carrying amount.

We identified several factors related to our Germany reporting unit that led us to conclude that it was more likely than not that the fair value of the reporting unit was below its carrying amount. These factors included a further downward trend in the performance of the business due to current market conditions, a more cautious outlook for the business stemming from the impact

~~of changes to temporary staffing regulations in Germany, and the recording of a valuation allowance against our Germany deferred tax assets during the second quarter.~~

As we determined that it was more likely than not that the fair value of the Germany reporting unit was below its carrying amount weand performed an interim impairment test on this reporting unit as of June 30, 2019. As a result of our interim test, we recognized a non-cash impairment loss of $60.2. The Germany reporting unit is included in the Northern Europe segment.

In performing our interim impairment test, we determined the fair value of the reporting unit by utilizing an income approach derived from a discounted cash flow methodology. The income approach is developed from management’s forecasted cash flow data. Significant assumptions used in our interim goodwill impairment ~~test included: expected revenue growth rates, operating unit profit margins, working capital levels, discount rate, and a terminal value multiple.~~

~~In addition, we recorded a goodwill impairment charge of $3.8 related to our New Zealand operations as a result of not meeting profitability expectations.~~

On July 10, 2019, our joint venture in Greater China, ManpowerGroup Greater China Limited, became listed on the Main Board of the Stock Exchange of Hong Kong Limited through an initial public offering. Prior to the initial public offering, we owned a 51% controlling interest in the joint venture and consolidated the financial position and results of its operations into our Consolidated Financial Statements as part of our APME segment.test. As a result of the ~~offering, in which ManpowerGroup Greater China Limited issued new shares representing 25%~~interim test, we wrote down the carrying value of the ~~equity~~Germany reporting unit to its estimated fair value and recognized a non-cash impairment charge loss of $60.2 million during the company, our ownership interest was diluted to 38.25%, subject to further dilution to 36.87% if the underwriters exercise their overallotment option in full. As a result, we will deconsolidate the joint venture assecond quarter of ~~the listing date and account for our remaining interest under the equity method of accounting and record our share of equity income or loss in interest and other (income) expenses, net~~2019.

~~We will finalize our accounting for this transaction~~Germany discounted cash flow valuation performed during the third quarter of ~~2019.~~ 2019 included a discount rate of 10.8% and a terminal value revenue growth rate of 2%. Should the operations of the business incur significant declines in profitability and cash flow due to significant and long-term deterioration in macroeconomic, industry and market conditions, including the impact of the COVID-19 pandemic, some or all of the recorded goodwill, which was $65.6 million as of March 31, 2020, could be subject to impairment.

We have ~~evaluated all other events~~experienced declines in the operating results of our reporting units in addition to our Germany reporting unit during the three months ended March 31, 2020 as a result of the impact from the COVID-19 pandemic on the global economy; however, as of the end of the quarter and ~~transactions occurring after~~ the ~~balance sheet~~ date ~~through~~of this filing, we do not believe that it is more likely than not that the fair value of our ~~filing date~~reporting units are below their carrying value. However, given the uncertainty of the financial impacts from the COVID-19 pandemic, there may be further decreases in the operating results of our reporting units for a sustained period and ~~have accrued or disclosed any related accounting impacts, if appropriate.~~we may be required to perform an interim goodwill impairment assessment, which may result in a recognition of goodwill impairment that could be material to the Consolidated Financial Statements.

In February 2016, the Financial Accounting Standards Board ("FASB") issued new accounting guidance on leases, ASU No. 2016-02, Leases (Topic 842), which we adopted on January 1, 2019. The new guidance requires that a lessee recognize ROU assets and lease liabilities on the balance sheet for leases with lease terms longer than 12 months. The recognition, measurement and presentation of lease expenses and cash flows depend on the classification by the lessee as a finance or operating lease. We determined that no cumulative effect adjustment to retained earnings was necessary upon adoption. As of the transition date, the ROU asset and total lease liability (current and long-term) were $458.1 and $458.7, respectively.

We elected the package of three practical expedients which lessened the transitional burden of implementing the new guidance. Accordingly, we did not reassess: 1) whether any expired or existing contracts are or contain leases; 2) the lease classification for any expired or existing leases; or 3) the initial direct costs for any existing leases. We have also elected the practical expedient to not separate lease and non-lease components. Lastly, we have elected to apply the short-term lease exception for all underlying asset classes.

In August 2017, the FASB issued new guidance on hedge accounting. The amendments in this guidance include the elimination of the concept of recognizing periodic hedge ineffectiveness for cash flow and net investment hedges, recognition and presentation of changes in the fair value of the hedging instrument, recognition and presentation of components excluded from an entity's hedge effectiveness assessment, addition of the ability to elect to perform subsequent effectiveness assessments qualitatively, and addition of new disclosure requirements. We adopted this guidance effective January 1, 2019. There was no impact of this adoption on our Consolidated Financial Statements. See Note 13 to the Consolidated Financial Statements for the modified disclosures.

In February 2018, the FASB issued new guidance on reporting comprehensive income. The new guidance allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the United States Tax

~~Cuts and Jobs Act of 2017 ("Tax Act"). The guidance was effective for us as of January 1, 2019. We elected not to adopt this optional reclassification.~~

~~In June 2018, the FASB issued new guidance on the accounting for share-based payment awards. The guidance makes the accounting for share-based payment awards issued to nonemployees largely consistent with the accounting for share-based payment awards issued to employees.~~ ~~We adopted this guidance effective January 1, 2019. There was no impact of this adoption on our Consolidated Financial Statements.~~

In June 2016, the FASB issued new accounting guidance on financial instruments. The new guidance requires application of an impairment model known as the current expected credit loss (“CECL”) model to certain financial instruments. Using the CECL model, an entity recognizes an allowance for expected credit losses based on historical experience, current conditions, and forecasted information rather than the current methodology of delaying recognition of credit losses until it is probable loss has been incurred. The new guidance iswas effective for us inas of January 1, 2020. ~~We do not expect the~~The adoption of this guidance ~~to have a~~had no material impact on our Consolidated Financial Statements.

In August 2018, the FASB issued new guidance on disclosures related to fair value measurements. The guidance is intended to improve the effectiveness of the notes to financial statements by facilitating clearer communication, and it includes multiple new, eliminated and modified disclosure requirements. The guidance iswas effective for us inas of January 1, 2020. The adoption of this guidance ~~will have~~had no impact on our Consolidated Financial Statements.

In August 2018, the FASB issued new guidance on the accounting for internal-use software. The guidance aligns the accounting for costs incurred to implement a cloud computing arrangement that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. The guidance iswas effective for us inas of January 1, 2020. ~~We are assessing the impact of the~~The adoption of this guidance had no impact on our Consolidated Financial Statements.

In August 2018, the FASB issued new guidance on disclosures related to defined benefit plans. The guidance amends the current disclosure requirements to add, remove and clarify disclosure requirements for defined benefit pension and other postretirement plans. The guidance iswas effective for us ~~in 2021.~~as of January 1, 2020. The adoption of this guidance ~~will have~~had no impact on our Consolidated Financial Statements.

In December 2019, the FASB issued new guidance on income taxes. The guidance removes certain exceptions to the general income tax accounting principles, and clarifies and amends existing guidance to facilitate consistent application of the accounting principles. The new guidance is effective for us as of January 1, 2021. We are assessing the impact of the adoption of this guidance 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 is effective for us as of January 1, 2021. We do not expect the adoption of this guidance to have a material impact on our Consolidated Financial Statements.

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 ~~June 30, 2019,~~March 31, 2020, related to remaining performance obligations, which are not material.

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 ~~$42.5~~$38.3 at ~~June 30, 2019~~March 31, 2020 and ~~$42.8~~$44.5 at December 31, 2018. The decrease is due to $35.6 of revenues recognized related to amounts that were included in the December 31, 2018 balance, partially offset by payments or amounts due in advance of satisfying our performance obligations in the six months ended June 30, 2019.

In the following table, revenue is disaggregated by service types for each of our reportable segments. See Note 23 to the Consolidated Financial Statements in our ~~2018~~2019 Annual Report on ~~Form10-K~~Form 10-K for descriptions of revenue service types.

	3 Months Ended June 30,																				3 Months Ended March 31,
	2019										2018										2020										2019
	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	$	551.3	$	33.1	$	24.1	$	22.4	$	630.9	$	559.1	$	34.6	$	24.4	$	22.4	$	640.5	$	518.7	$	30.1	$	25.0	$	37.1	$	610.9	$	528.7	$	34.9	$	22.9	$	36.7	$	623.2
Other Americas		392.8		12.3		6.2		1.2		412.5		392.3		12.3		6.5		0.9		412.0		379.5		12.4		5.5		2.7		400.1		385.4		12.5		5.8		3.3		407.0
		944.1		45.4		30.3		23.6		1,043.4		951.4		46.9		30.9		23.3		1,052.5		898.2		42.5		30.5		39.8		1,011.0		914.1		47.4		28.7		40.0		1,030.2
Southern Europe:
France		1,345.7		56.7		13.6		4.2		1,420.2		1,436.8		55.2		14.5		6.0		1,512.5		998.3		78.1		12.5		4.9		1,093.8		1,224.5		58.7		14.5		8.4		1,306.1
Italy		365.2		11.7		10.7		6.4		394.0		413.9		12.8		10.2		6.1		443.0		307.1		8.7		8.2		3.7		327.7		330.0		9.8		9.9		6.7		356.4
Other Southern Europe		471.9		83.2		16.0		1.9		573.0		383.8		76.6		14.1		4.0		478.5		415.9		90.6		13.9		2.8		523.2		347.0		80.6		14.2		4.5		446.3
		2,182.8		151.6		40.3		12.5		2,387.2		2,234.5		144.6		38.8		16.1		2,434.0		1,721.3		177.4		34.6		11.4		1,944.7		1,901.5		149.1		38.6		19.6		2,108.8
Northern Europe		1,050.8		86.5		38.2		7.7		1,183.2		1,234.0		106.1		45.0		8.1		1,393.2		949.6		70.9		31.3		16.7		1,068.5		1,053.4		91.5		38.1		17.5		1,200.5
APME		582.0		73.5		50.1		3.3		708.9		599.5		69.0		52.0		4.3		724.8		466.6		83.2		36.9		8.2		594.9		583.4		70.8		43.7		7.5		705.4
Right Management		—		12.3		—		38.1		50.4		—		12.5		—		39.9		52.4
Total	$	4,759.7	$	369.3	$	158.9	$	85.2	$	5,373.1	$	5,019.4	$	379.1	$	166.7	$	91.7	$	5,656.9	$	4,035.7	$	374.0	$	133.3	$	76.1	$	4,619.1	$	4,452.4	$	358.8	$	149.1	$	84.6	$	5,044.9



	6 Months Ended June 30,
	2019										2018
	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	$	1,080.0	$	64.1	$	47.0	$	43.4	$	1,234.5	$	1,102.3	$	63.9	$	46.2	$	44.4	$	1,256.8
Other Americas		778.2		24.0		12.0		2.0		816.2		780.5		23.5		12.5		1.8		818.3
		1,858.2		88.1		59.0		45.4		2,050.7		1,882.8		87.4		58.7		46.2		2,075.1
Southern Europe:
France		2,570.2		114.0		28.1		9.3		2,721.6		2,781.4		114.3		29.4		11.4		2,936.5
Italy		695.2		21.2		20.6		12.9		749.9		800.9		24.3		19.4		12.0		856.6
Other Southern Europe		818.9		163.3		30.2		5.5		1,017.9		762.5		154.3		28.6		7.5		952.9
		4,084.3		298.5		78.9		27.7		4,489.4		4,344.8		292.9		77.4		30.9		4,746.0
Northern Europe		2,104.2		176.2		76.3		16.2		2,372.9		2,489.2		215.9		89.5		16.2		2,810.8
APME		1,165.4		142.9		93.8		6.7		1,408.8		1,198.7		137.4		101.0		7.9		1,445.0
Right Management		—		22.4		—		73.8		96.2		—		24.0		—		78.4		102.4
Total	$	9,212.1	$	728.1	$	308.0	$	169.8	$	10,418.0	$	9,915.5	$	757.6	$	326.6	$	179.6	$	11,179.3

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

	3 Months Ended June 30,												3 Months Ended March 31,
	2019						2018						2020						2019
	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	$	617.2	$	13.7	$	630.9	$	626.7	$	13.8	$	640.5	$	597.8	$	13.1	$	610.9	$	610.2	$	13.0	$	623.2
Other Americas		408.2		4.3		412.5		407.8		4.2		412.0		396.5		3.6		400.1		403.0		4.0		407.0
		1,025.4		18.0		1,043.4		1,034.5		18.0		1,052.5		994.3		16.7		1,011.0		1,013.2		17.0		1,030.2
Southern Europe:
France		1,407.5		12.7		1,420.2		1,498.5		14.0		1,512.5		1,082.1		11.7		1,093.8		1,292.4		13.7		1,306.1
Italy		384.2		9.8		394.0		433.5		9.5		443.0		320.0		7.7		327.7		347.1		9.3		356.4
Other Southern Europe		559.8		13.2		573.0		466.6		11.9		478.5		511.5		11.7		523.2		434.4		11.9		446.3
		2,351.5		35.7		2,387.2		2,398.6		35.4		2,434.0		1,913.6		31.1		1,944.7		2,073.9		34.9		2,108.8
Northern Europe		1,149.9		33.3		1,183.2		1,354.8		38.4		1,393.2		1,041.4		27.1		1,068.5		1,167.4		33.1		1,200.5
APME		675.7		33.2		708.9		689.5		35.3		724.8		575.3		19.6		594.9		677.0		28.4		705.4
Right Management		50.4		-		50.4		52.4		-		52.4
Total	$	5,252.9	$	120.2	$	5,373.1	$	5,529.8	$	127.1	$	5,656.9	$	4,524.6	$	94.5	$	4,619.1	$	4,931.5	$	113.4	$	5,044.9


	6 Months Ended June 30,
	2019						2018
	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	$	1,207.8	$	26.7	$	1,234.5	$	1,231.1	$	25.7	$	1,256.8
Other Americas		807.9		8.3		816.2		809.8		8.5		818.3
		2,015.7		35.0		2,050.7		2,040.9		34.2		2,075.1
Southern Europe:
France		2,695.2		26.4		2,721.6		2,908.1		28.4		2,936.5
Italy		730.7		19.2		749.9		838.4		18.2		856.6
Other Southern Europe		992.8		25.1		1,017.9		928.6		24.3		952.9
		4,418.7		70.7		4,489.4		4,675.1		70.9		4,746.0
Northern Europe		2,306.5		66.4		2,372.9		2,734.0		76.8		2,810.8
APME		1,347.1		61.7		1,408.8		1,378.4		66.6		1,445.0
Right Management		96.2		-		96.2		102.4		-		102.4
Total	$	10,184.2	$	233.8	$	10,418.0	$	10,930.8	$	248.5	$	11,179.3

~~During the three months ended June 30, 2019 and 2018, we~~We recognized share-based compensation expense of ~~$8.3 and $5.3, respectively, and $12.9 and $12.8~~$4.6 for both the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020 and ~~2018, respectively.~~2019. The expense relates to stock options, deferred stock, restricted stock and performance share units. We recognize share-based compensation expense in selling and administrative expenses on a straight-line basis over the service period of each award. Consideration received from share-based awards was ~~$5.3~~$10.0 and ~~$4.0~~$0.9 for the ~~six~~three months ended ~~June 30,~~March 31, 2020 and 2019, respectively.

Our annual grant of share-based compensation generally takes place during the first quarter of each fiscal year. The number of shares granted to employees and ~~2018, respectively.~~members of our Board of Directors, and the weighted-average fair value per share for shares granted during the first quarter of 2020 and 2019 are presented in the table below:

On April 3, 2019, we acquired the remaining 51% controlling interest in our Swiss franchise (“Manpower Switzerland”) to obtain full ownership of the entity. Additionally, as part of the purchase agreement we acquired the remaining 20% interest in Experis AG. Manpower Switzerland provides contingent staffing services under our Manpower brand in the four main language regions in Switzerland. Both Manpower Switzerland and Experis AG are reported in our Southern Europe segment. The aggregate cash consideration paid was $212.7 and was funded through cash on hand. Of the total consideration paid, $58.3 was for the acquired interests and the remaining $154.4 was for cash and cash equivalents. The amounts paid are subject to certain working capital and net debt adjustments based on the actual working capital and net debt existing on the acquisition date compared to target amounts. The acquisition of the remaining interest of Experis AG was accounted for as an equity transaction as we previously consolidated the entity.

Our investment in Manpower Switzerland prior to the acquisition was accounted for under the equity method of accounting and we recorded our share of equity income or loss in interest and other (income) expenses, net on the Consolidated Statements of Operations. The acquisition of the remaining controlling interest in Manpower Switzerland was accounted for as a business combination and the assets and liabilities of Manpower Switzerland were included in the June 30, 2019 Consolidated Balance

~~Sheets, and the results of its operations have been included in the Consolidated Statements of Operations subsequent to the acquisition date.~~

The aggregate of the consideration paid and the fair value of previously held equity interest totaled $408.3, or $90.8 net of cash acquired. In connection with the business combination, we recognized a one-time, non-cash gain on the disposition of our previously held equity interest in Manpower Switzerland of $80.4, which is included within interest and other (income) expenses, net on the Consolidated Statements of Operations. Of the $80.4, $32.5 represented the reclassification of foreign currency translation adjustments related to the previously held equity interest, from accumulated other comprehensive income.

~~The assets and liabilities are included in the Consolidated Balance Sheet as of June 30, 2019 within our Southern Europe segment. The acquired assets and assumed liabilities include the following:~~

The amounts in the above table represent the preliminary allocation of purchase price and are subject to revision when valuations are finalized for intangible assets, which are expected in 2019. The customer relationship intangible asset is expected to be amortized over a 15 year useful life. The goodwill from the acquisition is not expected to be deductible for income tax purposes.

Manpower Switzerland contributed net revenues from services of $111.0 since the acquisition. Our consolidated unaudited proforma historical net revenues from services, as if Manpower Switzerland had been acquired at the beginning of 2018, are estimated as follows:

From time to time, we acquire and invest in companies throughout the world, including franchises. ~~The~~NaN cash consideration was paid for acquisitions for the three months ended March 31, 2020. For the three months ended March 31, 2019, the total cash consideration paid for acquisitions, ~~excluding Manpower Switzerland and Experis AG,~~ net of cash acquired, was ~~$17.7 for the six months ended June 30, 2019. This balance~~$0.6, which represents contingent consideration payments related to previous acquisitions, of which $13.0 had been recognized as a liability at the acquisition date. For the six months ended June 30, 2018, the total cash consideration for acquisitions, net of cash acquired, was $47.4, the majority of which took place in the Netherlands. This balance includes initial acquisition payments of $8.2 and contingent consideration payments of $39.2, of which $15.1 had been recognized as a liability at the acquisition date.acquisitions.

We recorded net restructuring costs of ~~$41.4~~$48.2 and ~~$39.3~~$39.8 during the ~~six~~three months ended ~~June 30,~~March 31, 2020 and 2019, ~~and June 30, 2018,~~ respectively, in selling and administrative expenses, primarily related to severances and office closures and consolidations in multiple countries and territories. ~~During~~As a result of the ~~six months ended June 30,~~adoption of the new accounting guidance on leases as of January 1, 2019, the office closure costs of $8.2 in the first quarter of 2020 were recorded as an impairment to the operating lease right-of-use asset and, thus, are not included in the restructuring reserve balance as of March 31, 2020. The costs paid, utilized or transferred out of our restructuring reserve ~~was $31.9.~~were $20.4 during the three months ended March 31, 2020. We expect a majority of the remaining ~~$25.0~~$35.1 reserve will be paid ~~utilized or transferred out~~ by the end of ~~2019.~~2020.

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

We recorded income tax expense at an effective rate of ~~36.7%~~90.2% for three months ended ~~June 30, 2019,~~March 31, 2020, as compared to an effective rate of ~~27.5%~~42.8% for the three months ended ~~June 30, 2018.~~March 31, 2019. The ~~2019~~2020 rate was unfavorably impacted by low pre-tax earnings due partly to restructuring costs recorded in the ~~transition~~first quarter of ~~the French CICE subsidy,~~2020. In certain countries in which ~~was non-taxable,~~we recorded restructuring costs, we did 0t recognize a corresponding tax benefit due to ~~new French subsidies in January 2019 that are taxable, the goodwill impairment related to our investments in Germany and New Zealand, which was nondeductible, and~~ the recognition of valuation allowances against anticipated tax losses. In addition, the French business tax had a ~~valuation allowance~~more significant unfavorable impact in ~~Germany.~~the quarter due to French pre-tax earnings decreasing at a greater rate than revenues, which is the primary basis for the tax calculation. These ~~items~~unfavorable impacts were partially offset by a discrete favorable benefit in the ~~favorable impact of the gain~~quarter resulting from the ~~acquisition~~successful appeal of ~~Manpower Switzerland, which was non-taxable.~~a non-United States tax ruling. The ~~36.7%~~90.2% effective tax rate in the first quarter of 2020 was higher than the United States Federal statutory rate of 21% primarily due to the ~~French business tax,~~ restructuring costs recorded in the first quarter ~~our overall mix~~ of earnings, and the recognition of a valuation allowance in Germany. We recorded income tax expense at the effective rate of 38.6% for the six months ended June 30, 2019, as compared to an effective rate of 28.3% for the six months ended June 30, 2018. The 38.6% effective tax rate for the six months ended June 30, 2019 was higher than the United States Federal statutory rate of 21% primarily due to2020, the French business tax ~~our~~and overall mix of ~~earnings, and the recognition of a valuation allowance in Germany.~~earnings.

As of ~~June 30,~~March 31, 2020, we had gross unrecognized tax benefits related to various tax jurisdictions, including interest and penalties, of $70.0 that would favorably impact the effective tax rate if recognized. As of December 31, 2019, we had gross unrecognized tax benefits related to various tax jurisdictions, including interest and penalties, of $35.2 that would favorably impact the effective tax rate if recognized. As of December 31, 2018, we had gross unrecognized tax benefits related to various tax jurisdictions, including interest and penalties of $34.2.$69.5. 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 ~~2012~~2013 through ~~2019~~2020 for our major operations in France, Germany, Japan, the United Kingdom and the United States. As of ~~June 30, 2019,~~March 31, 2020, we are subject to tax audits in Austria, Belgium, Canada, Denmark, ~~France,~~ Germany, Israel and the United States. We believe that the resolution of these audits will not have a material impact on earnings.

The calculations of net earnings per share – basic and net earnings per share – diluted were as follows:

	3 Months Ended				Six Months Ended				3 Months Ended
	June 30,				June 30,				March 31,
	2019		2018		2019		2018		2020		2019
Net earnings available to common shareholders	$	127.3	$	143.4	$	180.8	$	240.4	$	1.7	$	53.5
Weighted-average common shares outstanding (in millions)
Weighted-average common shares outstanding - basic		60.0		65.7		60.3		65.8		58.7		60.6
Effect of dilutive securities - stock options		0.1		0.1		0.1		0.2		—		—
Effect of other share-based awards		0.3		0.3		0.3		0.4		0.3		0.4
Weighted-average common shares outstanding - diluted		60.4		66.1		60.7		66.4		59.0		61.0
Net earnings per share - basic	$	2.12	$	2.18	$	3.00	$	3.65	$	0.03	$	0.88
Net earnings per share - diluted	$	2.11	$	2.17	$	2.98	$	3.62	$	0.03	$	0.88

There were ~~0.4 million and 0.3~~0.6 million share-based awards excluded from the calculation of net earnings per share – diluted for both the three months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018, respectively, and the calculations of earnings per share – diluted for the six months ended June 30, 2019 and June 30, 2018~~ because their impact was anti-dilutive.

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

	June 30, 2019						December 31, 2018						March 31, 2020						December 31, 2019
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Goodwill⁽¹⁾	$	1,262.4	$	—	$	1,262.4	$	1,297.1	$	—	$	1,297.1	$	1,233.1	$	—	$	1,233.1	$	1,260.1	$	—	$	1,260.1
Intangible assets:
Finite-lived:
Customer relationships	$	464.2	$	365.5	$	98.7	$	444.8	$	351.7	$	93.1	$	455.6	$	378.6	$	77.0	$	460.5	$	375.7	$	84.8
Other		18.4		17.1		1.3		18.5		16.0		2.5		20.6		13.9		6.7		20.9		13.7		7.2
		482.6		382.6		100.0		463.3		367.7		95.6		476.2		392.5		83.7		481.4		389.4		92.0
Indefinite-lived:
Tradenames⁽²⁾		52.0		—		52.0		52.0		—		52.0		52.0		—		52.0		52.0		—		52.0
Reacquired franchise rights		124.3		—		124.3		98.7		—		98.7		124.5		—		124.5		124.6		—		124.6
		176.3		—		176.3		150.7		—		150.7		176.5		—		176.5		176.6		—		176.6
Total intangible assets	$	658.9	$	382.6	$	276.3	$	614.0	$	367.7	$	246.3	$	652.7	$	392.5	$	260.2	$	658.0	$	389.4	$	268.6

Total consolidated amortization expense related to intangible assets for the remainder of ~~2019~~2020 is expected to be ~~$15.1~~$19.4 and in each of the next five years as follows: ~~2020- $25.4,~~ 2021- ~~$14.7,~~$15.7, 2022- ~~$11.1,~~$12.5, 2023- ~~$9.0, 2024- $7.7.~~$9.8, 2024 - $7.6, 2025- $5.7.

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

(1) Balances related to the United States were $490.3 and $490.2 as of December 31, 2019 and March 31, 2020, respectively.

(3) The impairment charges of $60.2 and $3.8 relate to our Germany and New Zealand reporting units, respectively, which were recorded during the second quarter of 2019. See Note 1 to the Consolidated Financial Statements for further information.

	June 30,		December 31,		March 31,		December 31,
	2019		2018		2020		2019
United States	$	532.0	$	532.0	$	545.7	$	545.8
Netherlands		111.1		112.0		107.8		109.5
United Kingdom		93.2		93.7		91.2		97.3
France		68.3		68.9		66.2		67.3
Germany		67.5		129.2		65.6		67.2
Right Management		62.1		62.1		62.1		62.1
Other reporting units		328.2		299.2		294.5		310.9
Total goodwill	$	1,262.4	$	1,297.1	$	1,233.1	$	1,260.1

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

	Defined Benefit Pension Plan
	3 Months Ended						6 Months Ended						3 Months Ended March 31,
	June 30,						June 30,						Defined Benefit Pension Plans						Retiree Health Care Plan
	2019			2018			2019			2018			2020			2019			2020			2019
Service cost	$	4.3		$	2.8		$	6.8		$	5.6		$	5.1		$	2.5		$	—		$	—
Interest cost		3.2			2.9			6.3			5.9			2.3			3.1			0.1			0.1
Expected return on assets		(3.6	)		(2.7	)		(5.9	)		(5.5	)		(3.4	)		(2.3	)		—			—
Settlement loss														10.2			—			—			—
Other		0.4			0.3			0.9			0.7			0.9			0.5			(0.2	)		(0.2	)
Total benefit cost	$	4.3		$	3.3		$	8.1		$	6.7


	Retiree Health Care Plan
	3 Months Ended						6 Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Interest cost	$	0.2		$	0.1		$	0.3		$	0.2
Prior service credit		(0.2	)		(0.2	)		(0.4	)		(0.4	)
Total benefit credit	$	-		$	(0.1	)	$	(0.1	)	$	(0.2	)
Total benefit cost (credit)													$	15.1		$	3.8		$	(0.1	)	$	(0.1	)

During the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2020, contributions made to our pension plans were ~~$2.9 and $4.4, respectively,~~$6.0 and contributions made to our retiree health care plan were ~~$0.3 and $0.6, respectively.~~$0.3. During ~~2019,~~2020, we expect to make total contributions of approximately ~~$13.0~~$17.4 to our pension plans and to fund our retiree health care payments as incurred.

During the three months ended March 31, 2020, we fully settled our United States Qualified Retirement Plan liability. We purchased annuities of $19.2 and settled lump sum payments of $3.2 from our United States Qualified Retirement Plan in January and February 2020, respectively. The completion of lump sum payments in February and transfer of remaining participants to the Pension Benefit Guarantee Corporation (PBGC) in March triggered final settlement of the plan. Upon settlement of the pension liability, we

reclassified the related pension losses of $6.6, net of tax, recorded in accumulated other comprehensive loss to the consolidated statements of comprehensive income. The total amount of the required payout to plan participants was determined based on employee elections and market conditions at the time of settlement. The remaining plan assets of $16.6 which were in excess of the pension liability upon settlement will be utilized to fund future qualified 401(k) plan contributions following the conclusion of the standard PBGC audit.

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

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 ~~(income)~~ expenses ~~net~~ in our Consolidated Statements of Operations. We recorded expenses of ~~$0.1~~$0.6 and $1.0 for the three months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018, respectively, and $1.1 and $2.2 for the six months ended June 30, 2019 and June 30, 2018,~~ respectively. The portion of earnings attributed to the noncontrolling interest for ManpowerGroup Greater China Limited is included in the above amounts. (See Note 1 to the Consolidated Financial Statements for further information on the subsequent deconsolidation of the entity.)

On May 10, 2019 and May 4, 2018, the Board of Directors declared a semi-annual cash dividend of $1.09 and $1.01 per share, respectively. The 2019 dividends were paid on June 14, 2019 to shareholders of record on June 3, 2019. The 2018 dividends were paid on June 15, 2018 to shareholders of record on June 1, 2018.

In August 2019, the Board of Directors authorized the repurchase of 6.0 million shares of our common stock, with terms consistent with the previous authorizations. This authorization is in addition to the August 2018 ~~and July 2016~~ 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 first ~~six months~~quarter of 2020, we repurchased a total of 0.9 million shares comprised of 0.8 million shares under the 2018 authorization and 0.1 million shares under the 2019 authorization, at a total cost of $63.8. During the first quarter of 2019, we repurchased a total of 1.2 million shares at a cost of $101.0 under the 2018 authorization. ~~During the first six months of 2018, we repurchased 1.0 million shares at a cost of $113.2 under the 2016 authorization.~~ As of ~~June 30, 2019,~~March 31, 2020, there were ~~1.9~~5.9 million shares remaining authorized for repurchase under the ~~2018~~2019 authorization and no0 shares remaining authorized for repurchase under the ~~2016~~2018 authorization.

We are exposed to various market risks relating to our ongoing business operations. The primary market risks, which are managed using derivative instruments, are foreign currency exchange rate risk and interest rate risk. In certain circumstances, we enter into foreign currency forward exchange contracts (“forward contracts”) and cross-currency swaps to reduce the effects of fluctuating foreign currency exchange rates on our cash flows denominated in foreign currencies. Our exposure to market risk for changes in interest rates relates primarily to our long-term debt obligations. We have historically managed interest rate risk through the use of a combination of fixed and variable rate borrowings.

We use cross-currency swaps, forward contracts and a portion of our foreign currency denominated debt, a non-derivative financial instrument, to protect the value of our net investments in certain of our foreign subsidiaries. For derivative instruments that are designated and qualify as hedges of our net investments in foreign operations, the changes in fair values of the derivative instruments are recognized in foreign currency translation, a component of accumulated other comprehensive income (“AOCI”), to offset the changes in the values of the net investments being hedged. For non-derivative financial instruments that are designated and qualify as hedges of net investments in foreign operations, the change in the carrying value of the designated portion of the non-derivative financial instrument due to changes in foreign currency exchange rates is recorded in foreign currency translation adjustments.

The €400.0 ($~~453.3)~~440.0) notes due September 2022 and the €500.0 ($~~563.4)~~546.9) notes due June 2026 were designated as a hedge of our net investment in our foreign subsidiaries with a Euro-functional currency as of ~~June 30, 2019. The gain or loss associated with foreign currency translation on these notes is recorded as~~March 31, 2020.

In September 2019, we entered into a ~~component of accumulated other comprehensive loss ("AOCI"),~~cross-currency swap agreement that net ~~of taxes. On occasion, forward contracts are also~~converts fixed-rate Swiss franc (“CHF”) payments to fixed-rate United States dollar payments. This swap was designated as a net investment hedge of our foreign subsidiary with CHF functional currency.

The effect of our net investment hedges on AOCI for the three months ended March 31, 2020 and 2019 was as follows:

We use cross-currency swaps to hedge the changes in cash flows of certain of our foreign ~~subsidiaries.~~currency denominated debt due to changes in foreign currency exchange rates. For our cross-currency swaps, we record the change in carrying value of the foreign currency denominated debt due to changes in exchange rates into earnings each period. The changes in fair value of the cross-currency swap derivatives are recorded in AOCI with an immediate reclassification into earnings for the change in fair value attributable to fluctuations in foreign currency exchange rates.

In April 2019, we entered into a cross-currency swap agreement to convert our intercompany fixed-rate, ~~Swiss franc (“CHF”)~~CHF denominated note, including the annual interest payment and the payment of remaining principal at maturity, to a fixed-rate Euro denominated note. The economic effect of the swap agreement ~~was~~is to eliminate the uncertainty of cash flows in CHF associated with the ~~notes~~note by fixing the principal at €202.3 with a fixed annual interest rate of 1.256%. This hedging arrangement has been designated as a cash flow hedge. The swap matures in April 2022, which matches the term of the intercompany note. Gains and losses from the hedge ~~offsets~~offset the changes in the value of principal and interest payments as a result of changes in foreign exchange rates. In September 2019 we entered into a cross-currency swap agreement to convert an additional intercompany fixed-rate CHF note, including the annual interest payment and the payment of remaining principal at maturity, to a fixed-rate Euro denominated note. The economic effect of the swap is identical to the original April 2019 swap, and fixes the principal of €55.4 with a fixed interest rate of 1.143%. The swap matures in September 2022, which matches the term of the intercompany note.

We assessed the hedging relationship at the inception of the hedge in order to determine whether the derivatives that are used in the hedging transaction are highly effective in offsetting the cash flows of the hedged item and will continue to assess the relationship on an ongoing basis. We use the hypothetical derivative method in conjunction with regression analysis using a ~~third party~~third-party valuation to measure effectiveness of our cross-currency swap agreement.

The ~~change~~following tables present the impact that changes in the fair ~~value~~values of ~~the swap is deferred in~~derivatives designated as cash flow hedges had on other comprehensive income (“OCI”), AOCI ~~in the Consolidated Statement of Operations until the hedged item impacts earnings.~~

~~The effect of our net investment hedges~~ and ~~cross-currency swaps on AOCI~~earnings for the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2020 and ~~2018 was as follows:~~2019:

We expect the net amount of pre-tax derivative gains ~~and losses~~ included in AOCI at ~~June 30, 2019~~March 31, 2020 to be reclassified into earnings within the next twelve months will not be significant. The actual amount that will be reclassified to earnings over the next twelve months will vary due to future currency exchange rates.

We also use certain derivatives, which are not designated as hedging instruments, as economic hedges of foreign currency and interest rate exposure. For our forward contracts that are not designated as hedges, any gain or loss resulting from the change in fair value is recognized in ~~the~~ current period earnings. These gains or losses are offset by the exposure related to receivables and payables with our foreign subsidiaries and to interest due on our Euro-denominated notes, which is paid annually in June and September. The effect of our forward contracts that are not designated as hedging instruments on the ~~Consolidated Statements~~consolidated statements of ~~Operations~~operations for the three ~~and six~~ months ended ~~June 30~~March 31, 2020 was as follows:

	Location of Gain	Amount of Gain Recognized in Income								Location of Loss	Amount of Loss Recognized in Income
Instrument	Recognized in Income	3 Months Ended June 30,				6 Months Ended June 30,				Recognized in Income	3 Months Ended March 31,
		2019		2018		2019		2018			2020		2019
Foreign currency forward contracts	Interest and other (income) expenses, net	$	9.1	$	2.1	$	9.2	$	2.1	Interest and other expenses (income), net	$	0.2	$	—

The following tables present the fair value of derivative and non-derivative assets and liabilities on the Consolidated Balance Sheets as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018:~~

The carrying value of the long-term debt approximates fair value, except for the Euro-denominated ~~notes.~~notes, because the interest rates are variable and reflect current market rates. The fair value of the Euro-denominated notes, as observable at commonly quoted intervals (Level 2 inputs), was ~~$1,083.5~~$1,015.8 and ~~$1,052.9~~$1,062.5 as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively, compared to a carrying value of ~~$1,016.7~~$986.9 and ~~$1,024.6,~~$1,002.9, respectively.

Our deferred compensation plan assets were ~~$101.6~~$89.9 and ~~$89.5~~$107.3 as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 respectively. We determine the fair value of these assets, comprised of publicly traded securities, by using market quotes as of the last day of the period (Level 1 inputs).

We measure the fair value of the foreign currency forward contracts and cross-currency swaps at the value based on either directly or indirectly observable inputs from third parties (Level 2 inputs).

We have operating leases for real estate, vehicles, and equipment. Our leases have remaining lease terms of 1 month to 12 years. Our lease agreements may include renewal or termination options for varying periods that are generally at our discretion. In our lease term, we only include those periods related to renewal options we are reasonably certain to exercise. However, we generally do not include these renewal options as we are not reasonably certain to renew at the lease commencement date. This determination is based on our consideration of certain economic, strategic and other factors that we evaluate at lease commencement date and reevaluate throughout the lease term. Some leases also include options to terminate the leases and we only include those periods beyond the termination date if we are reasonably certain not to exercise the termination option.

Some leasing arrangements require variable payments that are dependent on usage or may vary for other reasons, such as payments for insurance and tax payments. The variable portion of lease payments is not included in our ROU assets or lease liabilities. Rather, variable payments, other than those dependent upon an index or rate, are expensed when the obligation for those payments is incurred and are included in lease expenses recorded in selling and administrative expenses on the Consolidated Statements of Operations.

We have lease agreements with both lease and non-lease components that are treated as a single lease component for all underlying asset classes. Accordingly, all expenses associated with a lease contract are accounted for as lease expenses.

We have elected to apply the short-term lease exception for all underlying asset classes. That is, leases with a term of 12 months or less are not recognized on the balance sheet, but rather expensed on a straight-line basis over the lease term. We do not include significant restrictions or covenants in our lease agreements, and residual value guarantees are generally not included within our operating leases. As of June 30, 2019, we did not have any material additional operating leases that have not yet commenced.

	3 Months Ended		6 Months Ended
	June 30,		June 30,		3 Months Ended March 31,
	2019		2019		2020		2019
Operating lease expense	$	35.0	$	69.7	$	36.0	$	34.7
Short-term lease expense		6.0		12.1		3.9		6.1
Other lease expense⁽¹⁾	$	4.8	$	9.9	$	4.3	$	5.1
Total lease expense	$	45.8	$	91.7	$	44.2	$	45.9

	6 Months Ended
	June 30,		3 Months Ended March 31,
Supplemental Cash Flows Information	2019
Supplemental Cash Flow Information			2020		2019
Cash paid for amounts included in the measurement of operating lease liabilities	$	64.8	$	36.0	$	30.6
Operating ROU assets obtained in exchange for lease obligations	$	69.7		15.3		14.4

	June 30,		March 31,		December 31,
Supplemental balance sheet information	2019
Supplemental Balance Sheet Information			2020		2019
Operating Leases

Operating lease ROU assets	$	458.5	$	415.7	$	448.5

Operating lease liabilities - current⁽¹⁾	$	126.6	$	113.6	$	122.1
Operating lease liabilities - long-term		334.3		316.7		336.7
Total operating lease liabilities	$	460.9	$	430.3	$	458.8

Maturities of operating lease liabilities as of ~~June 30, 2019~~March 31, 2020 were as follows:

(In millions)
Period Ending June 30, 2019	Operating Leases
2019 (excluding the six months ended June 30, 2019)	$	64.5
2020		120.9
Period Ending March 31, 2020				Operating Leases
Remainder of 2020				$	96.9
2021		91.8			103.1
2022		68.1			79.5
2023		46.2			55.5
2024		33.7			39.7
2025					26.5
Thereafter		80.5			70.4
Total future undiscounted lease payments	$	505.7		$	471.6
Less imputed interest	$	(44.8	)	$	(41.3	)
Total operating lease liabilities	$	460.9		$	430.3

~~Maturities of operating leases accounted for under ASC 840 as of~~ ~~December 31, 2018~~ ~~were as follows:~~

Effective January 1, 2020, our segment reporting was realigned due to our Right Management business being combined with each of our respective country business units. Accordingly, our former reportable segment, Right Management, is now reported within each of our respective reportable segments. All previously reported results have been restated to conform to the current year presentation

We are organized and managed primarily on a geographic ~~basis, with Right Management currently operating as a separate global business unit.~~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. 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; ~~APME;~~ and ~~Right Management.~~APME.

The Americas, Southern Europe, Northern Europe and APME 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, outplacement services, talent management services, and other ~~services. The Right Management segment revenues are derived from outplacement and talent management~~ 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.

	3 Months Ended						Six Months Ended
	June 30,						June 30,						3 Months Ended March 31,
	2019			2018			2019			2018			2020			2019
Revenues from services:
Americas:
United States (a)	$	630.9		$	640.5		$	1,234.5		$	1,256.8		$	610.9		$	623.2
Other Americas		412.5			412.0			816.2			818.3			400.1			407.0
		1,043.4			1,052.5			2,050.7			2,075.1			1,011.0			1,030.2
Southern Europe:
France		1,420.2			1,512.5			2,721.6			2,936.5			1,093.8			1,306.1
Italy		394.0			443.0			749.9			856.6			327.7			356.4
Other Southern Europe		573.0			478.5			1,017.9			952.9			523.2			446.3
		2,387.2			2,434.0			4,489.4			4,746.0			1,944.7			2,108.8

Northern Europe		1,183.2			1,393.2			2,372.9			2,810.8			1,068.5			1,200.5
APME		708.9			724.8			1,408.8			1,445.0			594.9			705.4
Right Management		50.4			52.4			96.2			102.4
Consolidated (b)	$	5,373.1		$	5,656.9		$	10,418.0		$	11,179.3		$	4,619.1		$	5,044.9

Operating unit profit: (c)
Americas:
United States	$	32.2		$	38.2		$	48.6		$	64.9		$	2.3		$	16.6
Other Americas		17.3			18.5			32.1			34.7			14.3			15.2
		49.5			56.7			80.7			99.6			16.6			31.8
Southern Europe:
France		75.7			73.0			131.2			130.7			38.0			55.3
Italy		29.8			31.9			50.2			57.1			14.2			20.3
Other Southern Europe		18.0			16.8			29.0			31.6			0.8			11.0
		123.5			121.7			210.4			219.4			53.0			86.6

Northern Europe		24.3			24.7			24.9			41.3			(14.1	)		1.9
APME		28.1			29.2			48.2			55.1			16.9			20.6
Right Management		9.0			10.5			11.1			16.9
		234.4			242.8			375.3			432.3			72.4			140.9
Corporate expenses		(31.9	)		(25.9	)		(59.8	)		(52.7	)		(27.8	)		(27.9	)
Goodwill impairment charge		(64.0	)		-			(64.0	)		-
Intangible asset amortization expense		(7.7	)		(8.6	)		(15.2	)		(17.5	)		(6.9	)		(7.5	)
Operating profit		130.8			208.3			236.3			362.1			37.7			105.5
Interest and other (income) expenses, net		70.2			(10.5	)		58.3			(26.6	)
Interest and other expenses														(20.5	)		(11.9	)
Earnings before income taxes	$	201.0		$	197.8		$	294.6		$	335.5		$	17.2		$	93.6

On April 26, 2017, the sellers of 7S, a company we acquired in 2015, formally disputed the contingent consideration related to the acquisition, claiming that they were owed an additional $23.7 (€20.8), plus interest. The dispute was submitted to an arbitration tribunal in Germany. On June 28, 2019, the arbitration forum handed down its decision, rejecting the claims brought by the 7S sellers. Finding in favor of ManpowerGroup, the arbitration tribunal confirmed that no further amounts are owed by us, and also awarded us reimbursement of legal fees and other costs.

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

See the financial measures section on ~~pages 33 and 34~~page 29 for further information on the Non-GAAP financial measures of constant currency and organic constant currency.

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. All forward-looking statements involve risks and uncertainties. The information in Item 1A. - Risk Factors in our annual report on Form 10-K for the year ended December 31, 2019, which information is incorporated herein by reference as well as those discussed in Part II, Item 1A. Risk Factors, in this document, provides cautionary statements identifying, for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, important factors that could cause our actual results to differ materially from those contained in the forward-looking statements. Forward-looking statements can be identified by words such as “expect,” “anticipate,” “intend,” “plan,” “may,” “believe,” “seek,” “estimate,” and other similar expressions. Some or all of the factors identified in our annual report on Form 10-K and in Part II, Item 1A. - Risk Factors, in this document, may be beyond our control. Other risks and uncertainties include, but are not limited to, the following: the financial and operational impacts of the COVID-19 pandemic and the Company’s efforts to respond to such impacts; changes in tax legislation in places we do business; challenges in operating our business in certain European markets; 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.

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 ~~increasing~~increased demand, 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, as we experienced in ~~both~~ the ~~second~~first quarter of ~~2019 and first half of 2019,~~2020, 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. ~~We continued to see~~Our first quarter results were significantly negatively impacted by the COVID-19 crisis, especially in the last few weeks of March as market conditions rapidly deteriorated. By the end of March, significant ~~variation across global labor markets during the second quarter, which is reflected~~lockdown measures had been implemented in our main markets in Europe and North America, as well as in certain other countries. There is considerable uncertainty as to when governmental restrictions in different countries may be lifted, and to what degree individuals and businesses will be permitted to resume economic activity, including the re-opening of workplaces that are restricted. We expect our short-term results ~~and evidenced~~will be heavily impacted by ~~our most recent surveys,~~the timing of such activities, which ~~show hiring intentions strengthening in about half~~are impossible to predict. As of the ~~countries we surveyed,~~date of this filing, governments in some of our key markets such as France, the United States, Italy, the United Kingdom and ~~weakening~~Germany still had work-related restrictions in ~~about half of the countries, with considerable uncertainty and unpredictability in our European markets being impacted by concerns over trade wars and Brexit.~~place.

During the ~~second~~first quarter of ~~2019,~~2020, the United States dollar was stronger, on average, relative to the currencies in all of our markets ~~than in the second quarter of 2018,~~ having an unfavorable impact on our reported results. This strengthening was particularly pronounced against the ~~Euro and British Pound.~~Euro. Our reported revenues from services decreased ~~5.0%~~8.4% in the ~~second~~first quarter of ~~2019~~2020 compared to the ~~second~~first quarter of ~~2018~~2019 and our reported operating profit decreased ~~37.2%~~64.2%. These results were partly impacted by the relative weakness of other currencies against the United States dollar compared to the same period in ~~2018,~~2019, and generally may understate the performance of our underlying business. The changes in the foreign currency exchange rates had a ~~4.9%~~2.5% unfavorable impact on revenues from services, a ~~4.0%~~1.5% unfavorable impact on operating profit, and an approximately ~~$0.08~~$0.03 per share 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 three months ended ~~June 30, 2019,~~March 31, 2020, our businesses ~~did not experience~~experienced significant changes in revenue trends from the previous ~~quarter. The environment continued to be one~~quarter reflecting the sudden drop of ~~revenue declines in most of~~activity during March as our largest markets ~~with sluggish trends in Europe overshadowing modest constant currency growth elsewhere.~~experienced COVID-19 related work restrictions. Our consolidated revenues were down ~~0.1%~~5.9% year-over-year in constant currency in the quarter, ~~an improvement~~a decline from the ~~2.2%~~ 1.8% year-over-year

constant currency ~~decline~~decrease in the ~~first~~fourth quarter of ~~2019 due primarily to the additional revenues from the acquisition in April 2019 of the remaining controlling interest in our Swiss franchise (“Manpower Switzerland”).~~2019. After adjusting for billing days, our organic constant currency revenue year-over-year decrease was ~~0.6% compared to a 1.1% decrease~~7.1% in the first quarter of 2020 compared to a 1.5% decrease in the fourth quarter of 2019. A majority of the year-over-year revenue decline in the first quarter of 2020 was driven by our European markets during the last two weeks of March as governments issued states of emergency and related lockdown requirements.

We experienced a 13.2% decrease (-10.7% in constant currency and -6.2% in organic constant currency) in our permanent recruitment business in the quarter as a result of the COVID-19 disruption in March. Our Talent Solutions business, which includes Recruitment Process Outsourcing (RPO), TAPFIN - Managed Service Provider (MSP) and our Right Management offerings, experienced growth in the quarter, which was driven by MSP and RPO activity in the first two months of the quarter. We experienced a sharp reduction in RPO activity during March as many client programs initiated hiring freezes due to the COVID 19 crisis. Our Right Management business also experienced a decline in organic constant currency during the quarter. Although Right Management has historically experienced an increase in outplacement activity during economic downturns, we are not seeing an increase in outplacement activity at this time as we believe clients are uncertain as to the duration of the downturn.

During the ~~second~~first quarter of ~~2019,~~2020, several key markets within Southern and Northern Europe continued to experience revenue declines worsened by the COVID-19 crisis in March, partially offset by continued constant currency revenue increases in certain markets within the Americas and ~~APME.~~APME despite the volatile and uncertain global economic environment. We experienced a revenue ~~decline~~decrease in organic constant currency in Southern Europe, mainly due to ~~the~~ revenue ~~decline in Italy, partially offset by organic constant currency revenue growth in certain markets within Other Southern Europe, while constant currency revenue~~declines in France ~~was flat. The~~and Italy. After adjusting for billing days, we experienced a revenue decrease in Northern Europe ~~was primarily~~ due to the ~~decrease~~declines in ~~Germany resulting from~~all of our key markets as a result of the ~~continued challenges posed by new regulations as well as softer~~COVID-19 crisis and reduced demand from the manufacturing sector in ~~that market. In~~Germany, the Netherlands and Sweden. After adjusting for billing days, our organic constant currency decrease in the Americas ~~revenues increased 2.5%~~was 1.8% due to a decrease in ~~constant currency due~~the United States related to the COVID-19 crisis in March, partially offset by increased demand for our staffing/interim services in certain markets within Other ~~Americas and an~~Americas. After adjusting for billing days, revenues in organic constant currency were flat in APME as the increase in our ManpowerGroup Solutions business. These increases were partially offset by decrease in the United States primarily driven by a decline in demand for our staffing/interim services and the unfavorable impact of approximately one fewer billing day. In APME, revenues increased 1.3% in constant currency primarilyJapan due to an increase in ~~our~~ Manpower staffing ~~revenues. As of~~revenues was offset by the ~~date of this report, we expect that~~revenue decrease in Australia due to our decision to exit certain businesses with low-margins to improve profitability and the trend we saw during the first two quarters of the year will continue into the second half of the year, with European labor markets and our European results being sluggish, and improving organic constant currency resultsCOVID-19 crisis in ~~the Americas and APME.~~March.

Our gross profit margin in the ~~second~~first quarter of ~~2019~~2020 compared to ~~2018~~2019 decreased due to the decrease in our permanent recruitment business as a ~~declining demand for services within~~result of the COVID-19 disruption in March and the margin decrease in our ~~higher-margin ManpowerGroup Solutions Talent-Based~~Talent Based Outsourcing business. ~~Our~~These decreases were partially offset by an improvement in our staffing/interim margin ~~was flat year-over-year as improvement from pricing initiatives~~due to increases in a few ~~of our largest markets~~countries within Southern Europe and ~~a favorable direct cost adjustment in France was~~APME, which were partially offset by ~~declines~~higher sickness and absenteeism in certain countries as well as increased direct costs associated with early termination of client contracts during the COVID-19 crisis in March. We anticipate an ongoing material decline in our higher-margin permanent recruitment business during the duration of government-guided lockdowns in most of our markets ~~within Northern Europe.~~

We recorded $64.0 million of goodwill impairment charges related to our investments in Germany and New Zealand ($60.2 million and $3.8 million, respectively) and additional charges of $1.6 million related to our New Zealand operations inas the COVID-19 crisis continues into the second quarter of ~~2019.~~2020.

Our operating profit decreased 37.2% in the second quarter of 2019 by (-33.2% in constant currency) while our operating profit margin was down 130 basis points compared to the second quarter of 2018. Excluding the goodwill impairment and related charges incurred in the second quarter of 2019 and $15.3We recorded $48.2 million of restructuring costs ~~incurred~~ in the ~~second~~first quarter of ~~2018,~~2020, comprised of $12.8 million in the Americas, $13.1 million in Southern Europe, $19.5 million in Northern Europe, $2.6 million in APME, and $0.2 million in corporate expenses. The restructuring costs were primarily related to our ~~operating profit was down 7.5%~~delivery channel and other front-office centralization and back-office optimization activities. We expect to recover the restructuring costs through cost savings over the next 12 months with full run-rate savings beginning in ~~constant currency while operating profit margin was down 30 basis points compared to~~ the ~~second~~third quarter of ~~2018.~~2020. 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 ~~growth~~ability of the business to grow in the ~~business~~future and enhance our productivity, ~~and~~ technology and digital capabilities.

Our operating profit decreased 64.2% in the first quarter of 2020 (62.7% in constant currency; 62.8% in organic constant currency) while our operating profit margin decreased 130 basis points compared to the first quarter of 2019. Excluding the restructuring costs incurred in the first quarter of both 2020 and 2019, our operating profit was down 38.6% in constant currency while operating profit margin was down 100 basis points compared to the first quarter of 2019. The decrease in operating profit margin reflects the significant deleveraging that accompanied the sudden decrease in revenues during March.

We have ~~made steps~~taken significant actions in late March and early April, which we believe will allow us to ~~reposition our portfolio~~reduce selling and administrative expenses to further offset the significant gross profit declines that we anticipate in the second quarter of ~~businesses.~~2020. This includes leveraging government unemployment related benefits, which allowed us to move unutilized staff and associates quickly onto these programs. This also includes the short-term action of cutting discretionary costs and scaling operations back. In addition to these implemented initiatives, we are prepared to take further cost actions to optimize our ~~Manpower Switzerland acquisition in April 2019 (see further information in Note 5~~business structure through this economic downturn with the

intention of simultaneously preserving our ~~Consolidated Financial Statements), ManpowerGroup Greater China Limited completed its IPO~~ability to rebound when market conditions improve. We are focused on ~~the Hong Kong Stock Market in July 2019, with finalization of the accounting treatment occurring~~managing costs as efficiently as possible in the ~~third quarter of 2019 (see further information in Note 1 of~~short-term while continuing to progress transformational actions aligned with our ~~Consolidated Financial Statements). ManpowerGroup Greater China Limited’s results were included in~~strategic priorities.

As we manage through this crisis and prepare our ~~consolidated results~~business for ~~all of~~future opportunities we would also like to emphasize the ~~second quarter and first half of 2019.~~following points:

Operating Results - Three Months Ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~

The following table presents selected consolidated financial data for the three months ended ~~June 30, 2019~~March 31, 2020 as compared to ~~2018.~~2019.

(in millions, except per share data)	2019			2018			Variance			Constant Currency Variance			2020			2019			Variance			Constant Currency Variance
Revenues from services	$	5,373.1		$	5,656.9			(5.0	)%		(0.1	)%	$	4,619.1		$	5,044.9			(8.4	)%		(5.9	)%
Cost of services		4,502.7			4,734.2			(4.9	)%		—			3,895.1			4,240.1			(8.1	)%		(5.5	)%
Gross profit		870.4			922.7			(5.7	)%		(1.1	)%		724.0			804.8			(10.0	)%		(7.7	)%
Gross profit margin		16.2	%		16.3	%		(0.7	)%					15.7	%		16.0	%
Selling and administrative expenses, excluding goodwill impairment charge		675.6			714.4			(5.4	)%		(1.0	)%
Goodwill impairment charge		64.0			-			—			—
Selling and administrative expenses		739.6			714.4			3.6	%		8.3	%		686.3			699.3			(1.9	)%		0.6	%
Operating profit		130.8			208.3			(37.2	)%		(33.2	)%		37.7			105.5			(64.2	)%		(62.7	)%
Operating profit margin		2.4	%		3.7	%								0.8	%		2.1	%
Interest and other (income) expenses, net		(70.2	)		10.5
Interest and other expenses, net														20.5			11.9			73.3	%
Earnings before income taxes		201.0			197.8			1.6	%		5.6	%		17.2			93.6			(81.6	)%		(80.1	)%
Provision for income taxes		73.7			54.4			35.6	%					15.5			40.1			(61.2	)%
Effective income tax rate		36.7	%		27.5	%								90.2	%		42.8	%
Net earnings	$	127.3		$	143.4			(11.3	)%		(8.0	)%	$	1.7		$	53.5			(96.8	)%		(96.0	)%
Net earnings per share – diluted	$	2.11		$	2.16			(2.3	)%		0.9	%	$	0.03		$	0.88			(96.6	)%		(95.5	)%
Weighted average shares – diluted		60.4			66.1			(8.8	)%					59.0			61.0			(3.2	)%

The year-over-year decrease in revenues from services of ~~5.0% (-0.1%~~8.4% (-5.9% in constant currency and ~~-1.5%~~-6.0% in organic constant currency) was attributed to:

The year-over-year 10 basis point decrease in gross profit margin was primarily due to a declining demand for services within our higher-margin ManpowerGroup Solutions Talent Based Outsourcing business. Our staffing/interim margin was flat year-over-year as improvement from pricing initiatives in a few of our largest markets and favorable direct cost adjustment in France was offset by declines in most of our markets within Northern Europe.

~~The increase in selling and administrative expenses in the second quarter of 2019 (8.3% in constant currency and 7.1% in organic constant currency) was primarily attributed to:~~

Selling and administrative expenses as a percent of revenues increased 120 basis points in the second quarter of 2019 compared to the second quarter of 2018 due primarily to the 120 basis point unfavorable impact from the goodwill impairment and other related charges, 10 basis point unfavorable impact due to expense deleveraging as we were unable to decrease expenses, excluding the goodwill impairment and other related charges and restructuring costs, at the same rate as our revenue decline on an organic constant currency basis, and the 10 basis point unfavorable impact from changes in currency exchange rates. These items were partially offset by a 20 basis point favorable impact from the decrease in restructuring costs.

Interest and other (income) 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 (income) expenses, net was income of $70.2 million in the second quarter of 2019 compared to expense of $10.5 million in the second quarter of 2018. Net interest expense decreased $1.8 million in the second quarter of 2019 to $10.1 million from $11.9 million in the second quarter of 2018 due to the lower interest rate on our €500.0 million notes offered and sold in June 2018 compared to the interest rate on the €350.0 million notes due June 22, 2018 that were repaid in June 2018. Miscellaneous income was $79.8 million in the second quarter of 2019 compared to $1.3 million in the second quarter of 2018. The increase in miscellaneous income was primarily due to the gain of

~~$80.4 million from the acquisition of Manpower Switzerland partially offset by the decrease in the income from the equity investment in Switzerland prior to the acquisition.~~

We recorded income tax expense at an effective rate of 36.7% for three months ended June 30, 2019, as compared to an effective rate of 27.5% for the three months ended June 30, 2018. The 2019 rate was unfavorably impacted by the transition of the French CICE subsidy, which was non-taxable, to new French subsidies in January 2019 that are taxable, the goodwill impairment related to our investments in Germany and New Zealand, which was nondeductible, and the recognition of a valuation allowance in Germany. These items were partially offset by the favorable impact of the gain from the acquisition of Manpower Switzerland, which was non-taxable. The 36.7% effective tax rate in the quarter was higher than the United States Federal statutory rate of 21% primarily due to the French business tax, restructuring costs recorded in the quarter, our overall mix of earnings, and the recognition of a valuation allowance in Germany.

Net earnings per share - diluted was $2.11 and $2.17 in the second quarter of 2019 and 2018, respectively. Foreign currency exchange rates unfavorably impacted net earnings per share - diluted by approximately $0.08 per share in the second quarter of 2019. The gain from the acquisition of Manpower Switzerland recorded in the second quarter of 2019 positively impacted net earnings per share – diluted by approximately $1.32 per share. Goodwill impairment and related tax and other charges negatively impacted net earnings per share – diluted by approximately $1.26. Restructuring costs recorded in the second quarter of 2018 negatively impacted net earnings per share - diluted by approximately $0.18 per share, net of tax, in the second quarter of 2018.

Weighted average shares - diluted decreased to 60.4 million in the second quarter of 2019 from 66.1 million in the second quarter of 2018. This decrease was due to the impact of share repurchases completed since the second quarter of 2018, partially offset by shares issued as a result of exercises and vesting of share-based awards since the second quarter of 2018.

~~The following table presents selected consolidated financial data for the six months ended June 30, 2019 as compared to 2018.~~

The year-over-year ~~decrease in revenues from services of 6.8% (-1.1% in constant currency and -1.5% in organic constant currency) was attributed to:~~

~~The year-over-year 10~~30 basis point decrease in gross profit margin was primarily attributed to:

The ~~0.5%~~1.9% decrease in selling and administrative expenses in the ~~six months ended June 30, 2019 (increase~~first quarter of ~~5.0%~~2020 (increases of 0.6% in constant currency and ~~4.6%~~1.1% in organic constant currency) was primarily attributed to:

Selling and administrative expenses as a percent of revenues increased 90100 basis points in the ~~six months ended June 30, 2019~~first quarter of 2020 compared to the ~~six months ended June 30, 2018~~first quarter of 2019 due to a 60 basis point unfavorable impact from the goodwill impairment and other related charges, 10 basis point unfavorable impact from the increase in restructuring costs, and a 10 basis point unfavorable impact from changes in currency exchange rates. The remaining 10 basis point unfavorable impact is due to expense deleveraging as we were unable to decrease expenses, excluding the goodwill impairment and other related charges and restructuring costs, at the same rate as our revenue decline on an organic constant currency basis.primarily to:

Interest and other ~~(income)~~ 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 ~~(income)~~ expenses ~~net~~ was ~~income of $58.3~~$20.5 million in the ~~six months ended June 30, 2019~~first quarter of 2020 compared to ~~expenses of $26.6~~$11.9 million in the ~~six months ended June 30, 2018.~~first quarter of 2019. Net interest expense decreased ~~$5.5~~$1.3 million in the ~~six months ended June 30, 2019~~first quarter of 2020 to ~~$18.8~~$7.4 million from ~~$24.3~~$8.7 million in the ~~second~~first quarter of 2018 due to the lower interest rate on our €500.0 million notes offered and sold in June 2018 compared to the interest rate on the €350.0 million notes due June 22, 2018 that were repaid in June 2018. Miscellaneous income was $79.5 million in the six months ended June 30, 2019 ~~compared to miscellaneous expense of $2.5 million in the six months ended June 30, 2018. The change was~~ primarily due to the ~~gain~~net interest income incurred as a result of ~~$80.4 million from the acquisition of Manpower Switzerland and a decrease in expenses~~cross-currency swaps related to ~~net earnings attributable~~investment hedges and intercompany lending activities. Miscellaneous expense increased to ~~noncontrolling interests, partially offset by the decrease~~$10.0 million in the ~~income~~first quarter of 2020 from $0.3 million in the ~~equity investment in Switzerland prior~~first quarter of 2019 primarily due to the ~~acquisition.~~

pension settlement expense of $10.2 million recorded in the first quarter of 2020.

We recorded income tax expense at ~~the~~an effective rate of ~~38.6%~~90.2% for ~~the six~~three months ended ~~June 30, 2019,~~March 31, 2020, as compared to an effective rate of ~~28.3%~~42.8% for the ~~six~~three months ended ~~June 30, 2018.~~March 31, 2019. The ~~38.6%~~2020 rate was unfavorably impacted by low pre-tax earnings due partly to restructuring costs recorded in the first quarter of 2020. In certain countries in which we recorded restructuring costs, we did not recognize a corresponding tax benefit due to the recognition of valuation allowances against anticipated tax losses. In addition, the French business tax had a more significant unfavorable impact in the quarter due to French pre-tax earnings decreasing at a greater rate than revenues, which is the primary basis for the tax calculation. These unfavorable impacts were partially offset by a discrete favorable benefit in the quarter resulting from the successful appeal of a non-United States tax ruling. The 90.2% effective tax rate ~~for~~in the ~~six months ended June 30, 2019~~first quarter of 2020 was higher than the United States Federal statutory rate of 21% primarily due to the restructuring costs recorded in the first quarter of 2020, the French business tax ~~our~~and overall mix of earnings. We compute our quarterly effective tax rate in part based upon an estimate of projected annual earnings ~~and~~before income taxes. Given the ~~recognition~~uncertainty in predicting future earnings before income taxes due to the impact of ~~a valuation allowance in Germany~~the COVID-19 crisis, the impact to the first quarter of 2020 along with future quarters quarterly effective tax rates may be material.

Net earnings per share - diluted was ~~$2.98~~$0.03 and ~~$3.62~~$0.88 in the ~~six months ended June 30,~~first quarter of 2020 and 2019, ~~and 2018,~~ respectively. Foreign currency exchange rates unfavorably impacted net earnings per share - diluted by approximately ~~$0.15~~$0.03 per share ~~for~~in the ~~six months ended June 30, 2019.~~first quarter of 2020. Restructuring costs recorded in the ~~six months ended June 30,~~first quarter of 2020 and 2019 ~~and 2018~~ negatively impacted net earnings per share - diluted by approximately ~~$0.52~~$0.68 and ~~$0.45~~$0.51 per share, net of tax, in the ~~six months ended June 30,~~first quarter of 2020 and 2019, ~~and 2018,~~ respectively. The pension settlement expense recorded in the first quarter of 2020 negatively impacted net earnings per share – diluted by approximately $0.11, net of tax, in the first quarter of 2020.

Weighted average shares - diluted decreased to ~~60.7~~59.0 million in the ~~six months ended June 30, 2019~~first quarter of 2020 from ~~66.4~~61.0 million in the ~~six months ended June 30, 2018.~~first quarter of 2019. This decrease was due to the impact of share repurchases completed since the ~~six months ended June 30, 2018,~~first quarter of 2019 and the full weighting of the repurchases completed in the first quarter of 2019, partially offset by shares issued as a result of exercises and vesting of share-based awards since the ~~six months ended June 30, 2018.~~first quarter of 2019.

In the Americas, revenues from services decreased ~~0.9%~~1.9% (increase of ~~2.5%~~1.2% in constant currency; -0.5% in organic constant currency) in the ~~second~~first quarter of ~~2019~~2020 compared to ~~2018.~~2019. In the United States, revenues from services decreased ~~1.5%~~2.0% (-4.8% on an organic basis) in the ~~second~~first quarter of ~~2019~~2020 compared to ~~2018,~~2019, primarily driven by ~~a decline in~~decreased demand for our ~~staffing/interim~~Manpower staffing services ~~and~~due to the ~~unfavorable impact~~impacts of ~~approximately one fewer billing day, and a 1.3%~~the COVID-19 crisis in March, with the impacts becoming more significant as we ended the quarter. This decrease in ~~our permanent recruitment business,~~the United States was partially offset by an increase in our ~~ManpowerGroup~~Talent Solutions business, primarily within our RPO and MSP ~~offering.~~offerings in January and February, increased demand for our Experis interim services, mostly in January and February, and the favorable impact of approximately one additional billing day. Our RPO business in the United States has experienced significant client hiring freezes in late March as a result of the COVID-19 crisis. In Other Americas, revenues from services ~~increased 0.1% (8.8%~~decreased 1.7% (increase of 6.1% in constant currency) in the ~~second~~first quarter of ~~2019~~2020 compared to ~~2018.~~2019. We experienced revenue growth in ~~Mexico,~~ Canada and Peru of ~~3.1%~~7.5% and

10.5%, ~~6.0%~~respectively (8.5%, and 13.0%~~, respectively (1.7%, 9.9%, and 15.1%~~, respectively, in constant currency). These increases were partially offset by decreases in Mexico, Argentina, Colombia and Brazil of ~~35.8%~~3.4%, ~~2.4%~~5.2%, 11.7% and ~~1.3%~~24.0%, respectively ~~(increases~~(-0.3%, increase of ~~21.2%~~49.5%, ~~11.3%~~-0.9% and ~~7.2%~~-10.5%, respectively, in constant currency). The constant currency increase in Argentina was primarily due to inflation. ~~There has been a steady devaluation of the Argentine peso relative to~~

In April 2020, the United States ~~dollar~~has experienced a year-over-year revenue decline of approximately 20%. It is uncertain when COVID-19 related restrictions will be lifted in ~~the last few years. As~~different parts of ~~July 1, 2018, the Argentina economy was designated as highly-inflationary and was treated as such for accounting purposes starting in the third quarter of 2018.~~

~~In the Americas, revenues from services decreased 1.2% (increase of 2.8% in constant currency) in the six months ended June 30, 2019 compared to 2018. In~~ the United States, ~~revenues from services decreased 1.8% in the six months ended June 30, 2019 compared to 2018, primarily driven by a decline in demand for~~and how those developments will impact our staffing/interim services and the unfavorable impact of approximately one fewer billing day, partially offset by a 1.6% increase in our permanent recruitment business and an increase in our ManpowerGroup Solutions business, primarily within our MSP offering. In Other Americas, revenues from services decreased 0.3% (increase of 9.7% in constant currency) in the six months ended June 30, 2019 compared to 2018. We experienced revenue growth in Mexico, Canada, and Peru of 3.8%, 6.8%, and 11.8%, respectively (4.3%, 11.5%, and 14.3%, respectively, in constant currency). These increases were partially offset by decreases in Argentina, Colombia and Brazil of 38.9%, 0.5% and 1.2%, respectively (increases of 18.1%, 11.3% and 11.1%, respectively, in constant currency).trends.

Gross profit margin decreased in ~~both the second quarter and~~ the first ~~half~~quarter of ~~2019~~2020 compared to ~~2018~~2019. Gross profit margin decreased due to a decline in the staffing/interim gross profit margins within certain markets within Other Americas as a result of business mix changes, ~~within our~~ s~~taffing/interim business, as a larger percentage of our revenues came~~with higher growth coming from ~~our lower-margin entities within Other Americas. These decreases were~~clients with low margins. This decrease was partially offset by ~~an improved~~the increases in our higher margin RPO and MSP offerings and slight increase in the staffing/interim ~~margins~~margin in the United States, due to pricing discipline and lower payroll tax and insurance costs. The gross profit margin also decreased for the second quarter of 2019 compared to 2018 due to the decrease of 2.0% (-0.4% in constant currency) in the permanent recruitment business. The gross profit margin decrease in the first half of 2019 compared to 2018 was also partially offset by an increase of 0.4% (2.3% in constant currency) in the permanent recruitment business.States.

In the ~~second~~first quarter ~~and first half~~ of ~~2019,~~2020, selling and administrative expenses increased ~~1.9% (4.8%~~6.0% (8.3% in constant ~~currency)~~currency and ~~3.6% (7.2%~~6.9% in organic constant currency)~~, respectively,~~ due primarily to anthe increase in restructuring costs to $12.8 million from $5.1 million in the first quarter of 2019, the additional recurring selling and administrative costs incurred as a result of the franchise acquisitions in the United States in August and October 2019, the bad debt expense and a state sales tax related charge incurred in the first quarter of 2020, and increase in salary-related expenses, as a result of higher headcount to support increases in revenues in certain markets within Other Americas. The majority of our restructuring costs related to ~~growth initiatives. The increase~~the United States where we consolidated branches and other facilities and optimized front and back office processes, and the remaining amount related to Canada and other countries in ~~the first half of 2019 was also due~~Other Americas where we continue to ~~the increase in restructuring costs to $5.1 million from $0.3 million in the first half of 2018.~~simplify our operations.

Operating Unit Profit (“OUP”) margin in the Americas was ~~4.7%~~1.6% and ~~5.4%~~3.1% for the ~~second~~first quarter of ~~2019~~2020 and ~~2018,~~2019, respectively. In the United States, OUP margin decreased to ~~5.1%~~0.4% in the ~~second~~first quarter of ~~2019~~2020 from ~~6.0%~~2.7% in ~~2018.~~2019. The margin decrease in ~~2019~~the first quarter of 2020 in the United States was primarily due to ~~increased~~the increase in restructuring costs, asthe bad debt expense and a ~~result of headcount increases for growth initiatives~~state sales tax related charge incurred in the ~~second~~first quarter of ~~2019~~2020, and ~~increased costs as a result~~the increase in selling and administrative expenses while our revenues decreased, which reflected the significant expense deleveraging due to the sudden impact of ~~headcount increases for growth initiatives.~~the COVID-19 crisis in March. These decreases were partially offset by the improvement in the gross profit margin. Other Americas OUP margin decreased to ~~4.2%~~3.6% in the ~~second~~first quarter of 2020 from 3.7% in the first quarter of 2019 ~~compared~~due primarily to ~~4.5% in 2018 due to increased costs as a result of headcount increases for growth initiatives.~~

~~OUP margin~~the decrease in the ~~Americas was 3.9%~~gross profit margin, partially offset by our ability to decrease selling and ~~4.8% for~~administrative expenses more than the six months ended June 30, 2019 and 2018, respectively. In the United States, OUP margin decreased to 3.9% for the six months ended June 30, 2019 compared to 5.2% in 2018. The margin decrease in 2019 in the United States was primarily due to increased costs as a result of headcount increases for growth initiatives incurred in the second quarter of 2019 and increased costs as a result of headcount increases for growth initiatives. Other Americas OUP margin decreased to 3.9% for the six months ended June 30, 2019 compared to 4.2% in 2018 primarily due to an increase in restructuring costs and increased costs as a result of headcount increases for growth initiatives.revenue decline.

In Southern Europe, which includes operations in France and Italy, revenues from services decreased ~~1.9% (increase of 3.7%~~7.8% (-5.5% in constant ~~currency; -0.9%~~currency and -9.8% in organic constant currency) in the ~~second~~first quarter of ~~2019~~2020 compared to ~~2018.~~2019. In the ~~second~~first quarter of ~~2019,~~2020, revenues from services decreased ~~6.1% (flat~~16.2% (-13.7% in constant currency) in France (which represents ~~59%~~56% of Southern Europe’s revenues) and decreased ~~11.1% (-5.7%~~8.0% (-5.3% in constant currency) in Italy (which represents 17% of Southern Europe’s revenues). The decrease in France is primarily due to the unfavorable impact of changes in currency exchange rates and a decrease in our permanent recruitment business of 5.6% (increase of 0.2% in constant currency), partially offset by an increase in our ManpowerGroup Solutions business. The decrease in Italy was due to decreased demand for our Manpower staffing services asand a ~~result of a challenging economic environment and the unfavorable impact of changes in currency exchange rates, partially offset by a 4.9% increase (11.1%~~13.2% decrease (-10.5% in constant currency) in the permanent recruitment ~~business.~~business, both due to the impact of the COVID-19 crisis in March. These decreases were partially offset by the favorable impact of approximately one additional billing day. The decrease in Italy was primarily due to the decreased demand for our Manpower staffing services and a 16.9% decrease (-14.2% in constant currency) in the permanent recruitment business, both due to the impact of the COVID-19 crisis in March. In Other Southern Europe, revenues from services increased ~~19.7% (25.2%~~17.2% (18.3% in constant ~~currency and 1.8%~~currency; decrease of -2.0% in organic constant currency) during the ~~second~~first quarter of ~~2019~~2020 compared to ~~2018,~~2019, due to the additional revenue from our acquisition in April 2019 of the remaining interest in Manpower Switzerland ~~which~~(which represents approximately 5% of Southern Europe’s ~~revenues, an increase in our ManpowerGroup Solutions business~~revenues) and ~~an increase in our permanent recruitment business~~the favorable impact of ~~13.3% (19.3% in constant currency and 7.7% in organic constant currency),~~approximately one additional billing day, partially offset by the ~~unfavorable impact of changes in currency exchange rates.~~

~~Revenues from~~ decreased demand for our Manpower staffing services decreased 5.4% (increase of 1.1% in constant currency -1.2% in organic constant currency) in the six months ended June 30, 2019 compared to 2018. In the six months ended June 30, 2019, revenues from services decreased 7.3% (-0.7% in constant currency) in France and decreased 12.5% (-6.3% in constant currency) in Italy. The decrease in France is primarily due to the ~~unfavorable~~ impact of ~~changes~~the COVID-19 crisis in ~~currency exchange rates and the unfavorable impact of approximately one fewer billing day,~~March and a decrease in our permanent recruitment business of ~~3.9%~~1.0% (increase of ~~3.0%~~0.2% in constant currency; -11.9% in organic constant currency).

In April 2020, France has experienced a year-over-year revenue decline of approximately 60%. In mid-April, the French government announced that their COVID-19 restrictions are extended through May 11th. We believe that any improvement in the rate of revenue decline would be dependent on the timing and the nature of the government’s actions to ease the lockdown requirements. In April 2020, Italy has experienced a year-over-year revenue decline of approximately 40%. The Italian government imposed additional significant restrictions in late March with broader restrictions that were extended to and ended May 3^rd, ~~partially offset by an increase~~with a majority of businesses opening on May 4^th.

Gross profit margin decreased in ~~our ManpowerGroup Solutions business. The decrease in Italy was~~the first quarter of 2020 compared to 2019 primarily due to ~~decreased demand for our Manpower staffing services as a result of a challenging economic environment~~the 9.7% decrease (-7.6% in constant currency and ~~the unfavorable impact of changes~~-12.0% in ~~currency exchange rates, partially offset by a 6.1% increase (13.6% in~~organic constant currency) in the permanent recruitment ~~business. In~~business and a decrease in the staffing/interim gross profit margin in Italy, partially offset by improvements in staffing/interim margins in France and certain countries within Other Southern ~~Europe, revenues from services~~Europe.

Selling and administrative expenses increased ~~6.8% (13.4%~~2.1% (4.5% in constant ~~currency and 1.6%~~currency; decrease of -0.8% in organic constant currency) during the ~~six months ended June 30, 2019~~first quarter of 2020 compared to ~~2018,~~2019, due to the additional revenue from our acquisition of the remaining interest in Manpower Switzerland, an increase in our ManpowerGroup Solutions business and the increase in our permanent recruitment business of 1.7% (8.9% in constant currency and 6.2% in organic constant currency), partially offset by the unfavorable impact of changes in currency exchange rates.

Gross profit margin increased in both the second quarter and first half of 2019 compared to 2018 primarily due to the increases in France's staffing/interim margin as a result of favorable pricing actions, favorable direct cost adjustments and various initiatives to offset the unfavorable impact from transition of the CICE program to a new subsidy program. These increases were partially offset by the unfavorable impact of transition of the CICE program to a new subsidy program. The Southern Europe gross profit margins also increased due to growth in our higher-margin ManpowerGroup Solutions business and a 4.0% and 1.7%, respectively (9.9% and 8.9% in constant currency and 5.8% and 6.9% in organic constant currency, respectively) in the permanent recruitment business for the second quarter and first half of 2019 comparted to 2018.

Selling and administrative expenses increased 0.1% (5.8% in constant currency and 0.3% in organic constant currency) during the second quarter of 2019 compared to 2018 due to the additional recurring costs from our acquisition of the remaining interest in Manpower Switzerland. This increase was partially offset by the decrease in restructuring costs to zero in the second quarter of 2019 from $2.3 million in the second quarter of 2018 and the favorable impact of changes in currency exchange rates. Selling and

administrative expenses decreased 2.9% (increase of 3.9% in constant currency and 1.2% in organic constant currency) in the six months ended June 30, 2019 compared to 2018, due to the favorable impact of changes in currency exchange rates, partially offset by the additional recurring costs from our acquisition of the remaining interest in Manpower Switzerland and an increase in ~~salary-related~~restructuring costs to $13.1 million in the first quarter of 2020 from $5.4 million in the first quarter of 2019, partially offset by the decrease in variable incentive costs due to a decline in profitability in certain markets. The restructuring costs in the first quarter of 2020 related to a reduction of our less profitable call center operations in Portugal, front office centralization and organizational simplification in Spain, front office delivery changes and back office optimization in Italy and Switzerland, and simplification of our Israel and eastern European operations.

We have taken significant actions in France in March and April to reduce our costs during this period of materially reduced revenues. In France, we have transitioned approximately 30% of our full-time equivalents to government temporary unemployment programs and other initiatives and have eliminated a significant amount of discretionary spend. We expect these actions to significantly reduce France’s selling and administrative expenses in April as ~~a result~~we manage through the COVID-19 crisis. In Italy, we have taken significant actions to reduce costs during this crisis, which also involves transitioning full-time employees onto temporary unemployment programs. These actions along with the benefits of ~~higher headcount.~~the restructuring actions should allow our Italian business to significantly reduce selling and administrative expenses in April.

OUP margin in Southern Europe was ~~5.2%~~2.7% for ~~second~~the first quarter of ~~2019~~2020 compared to ~~5.0%~~4.1% for ~~2018.~~2019. In France, the OUP margin ~~increased~~decreased to ~~5.3%~~3.5% for the ~~second~~first quarter of ~~2019~~2020 from ~~4.8%~~4.2% in ~~2018,~~2019, primarily due to expense deleveraging, as we were unable to decrease selling and administrative expenses at the ~~improvement~~same rate as our revenue decline due to the sudden impact of the COVID-19 crisis in March, partially offset by the increase in the gross profit margin. In Italy, the OUP margin ~~increased~~decreased to ~~7.6%~~4.3% for the ~~second~~first quarter of ~~2019~~2020 from ~~7.2%~~5.7% for ~~2018,~~2019, primarily due to ~~improvement~~the decrease in the gross profit ~~margin.~~margin and expense deleveraging, as we were unable to decrease selling and administrative expenses, excluding restructuring costs, at the same rate as our revenue decline due to the sudden impact of the COVID-19 crisis in March. Other Southern Europe’s OUP margin decreased to ~~3.1%~~0.2% for the ~~second~~first quarter of 2020 from 2.5% in 2019, due to the increase in restructuring costs to $11.5 million in the first quarter of 2020 from $3.1 million in the first quarter of 2019 ~~from 3.5% in 2018, due to~~and a ~~decline~~decrease in the gross profit ~~margin, partially offset by a decrease in restructuring costs.~~

OUP margin in Southern Europe was 4.7% in the six months ended June 30, 2019 compared to 4.6% for 2018. In France, the OUP margin increased to 4.8% in the six months ended June 30, 2019 compared to 4.5% in 2018, primarily due to the improvement in the gross profit margin, partially offset by an increase in salary-related expenses. In Italy, the OUP margin was flat at 6.7% in the six months ended June 30, 2019 and 2018, as the improvement in the gross profit margin was offset by an increase in restructuring costs. Other Southern Europe’s OUP margin decreased to 2.8% in the six months ended June 30, 2019 compared to 3.3% in 2018, due to a decline in the gross profit margin, partially offset by a decrease in restructuring costs.margin.

In Northern Europe, which includes operations in the United Kingdom, Germany, the Nordics, the Netherlands and Belgium (comprising ~~33%~~36%, 17%, ~~22%~~20%, ~~12%~~11%, and 8%, respectively, of Northern Europe’s revenues), revenues from services decreased ~~15.1% (-9.6%~~11.0% (-7.9% in constant currency and ~~-8.9%~~-7.5% in organic constant currency) in the ~~second~~first quarter of ~~2019~~2020 compared to ~~2018.~~2019. We experienced revenue declines in the United Kingdom, Germany, the Nordics, the Netherlands and Belgium of ~~8.1%~~2.1%, ~~30.0%~~17.2%, ~~9.0%~~16.7%, ~~25.8%~~19.3% and ~~11.0% (-2.8%~~18.6% (-0.3%, ~~-25.7%~~-14.7%, ~~-1.7%~~-10.4%, ~~-21.2%~~-16.9% and ~~-5.6%~~-16.2%, respectively, in constant currency; ~~-17.4%~~-8.6% in organic constant currency in the ~~Netherlands)~~Nordics). The Northern Europe revenue decrease is primarily due to reduced demand for our Manpower staffing services, primarily because of the ~~decrease~~impact of the COVID-19 crisis in ~~Germany resulting~~March and reduced demand from ~~lower production activity in~~ the manufacturing sector in ~~that market, reduced demand in~~Germany, the Netherlands and ~~the unfavorable impact of approximately one fewer billing day. This~~Sweden. The decrease was also due to a 16.1% decrease ~~in our ManpowerGroup Solutions business from the disposition of our language translation business in the Netherlands at the end of December 2018 and the 14.4% decrease (-8.8%~~(-13.4% in constant currency) in the permanent recruitment ~~business.~~business primarily due to the impact of the COVID-19 crisis in March. These decreases were partially offset by an increased demand for our ~~staffing/~~Experis interim services ~~in Norway.~~

~~Revenues from services decreased 15.6% (9.2% in constant currency and 8.6% in organic constant currency) in the six months ended June 30, 2019 compared to 2018. We experienced revenue declines~~ in the United Kingdom, ~~Germany,~~mostly in January and February.

In April 2020, our United Kingdom business experienced a year-over-year revenue decline of approximately 20% with the ~~Nordics, the Netherlands and Belgium of 9.5%, 29.5%, 7.6%, 26.7% and 11.5% (-3.7%, -24.5%, increase of 1.1%, -21.4% and -5.2%, respectively,~~United Kingdom government imposing COVID-19 restrictions that are still in constant currency; -17.7% in organic constant currency in the Netherlands). The Northern Europe revenue decrease is primarily due to reduced demand for our Manpower staffing services, primarily becauseplace as of the ~~decrease in~~date of this filing, with the government set to make an announcement on the possible easing of the restrictions on May 10^th. In Germany, resulting from lower production activity in the manufacturing sector in that market, decrease in the UK due to reduced production from one of our automotive clients, reduced demand in the Netherlands, and the unfavorable impactwe experienced a year-over-year revenue decline of approximately ~~one fewer billing day. This decrease was also due to a decrease~~35% in ~~our ManpowerGroup Solutions business from~~April 2020 with the ~~disposition~~German government gradually lifting certain provisions of our language translation business in the Netherlands at the end of December 2018 and the 14.4% decrease (-7.9% in constant currency) in the permanent recruitment business. These decreases were partially offset an increased demand for our staffing/interim services in Norway as well as a constant currency increase in our Experis interim business primarily within the IT sector in the United Kingdom.their lockdown starting on May 4^th.

Gross profit margin decreased in ~~both~~ the ~~second~~first quarter ~~and first half of 2019~~2020 compared to ~~2018~~2019 due to the decline in our staffing/interim margin, primarily as a result of ~~business mix changes, lower associate utilization~~higher sickness and ~~higher vacation and sickness rates~~absenteeism as well as increased direct costs associated with early termination of client contracts during the COVID-19 crisis in ~~Germany,~~March in certain countries, and the decrease in our permanent recruitment business.

Selling and administrative expenses decreased ~~21.8% (-16.7%~~7.6% (-4.3% in constant currency and ~~-15.9%~~-3.6% in organic constant currency) in the ~~second~~first quarter of ~~2019~~2020 compared to ~~2018. Selling and administrative expenses decreased 17.9% (-11.6% in constant currency and -10.9% in organic constant currency) in the six months ended June 30,~~ 2019, ~~compared to 2018. The decreases were~~ primarily due to the ~~decreases~~decrease in salary-related expenses as a result of a reduction in headcount in certain countries and a decrease in office-related expenses driven by a decrease in the number of ~~offices, and a decrease~~offices. These decreases were partially offset by the increase in consulting costs related to certain technology projects, front-office centralization and back-office optimization activities incurred in the second quarter of 2018. The decreases are also due to the decreases of restructuring costs to ~~zero and~~$19.5 million in the first quarter of 2020 from $18.7 million ~~respectively,~~ in the ~~second~~first quarter ~~and first half~~ of ~~2019 from $13.2~~

~~million and $33.3 million, respectively,~~2019. The restructuring costs in the ~~second~~first quarter ~~and first half~~ of ~~2018. The 2019 restructuring costs~~2020 related to ~~delivery model~~a reduction of finance and ~~other front-office centralization activities as well as back-office optimization activities primarily~~shared services back office costs in Germany, and simplifying operations in the Nordics, the Netherlands, ~~Sweden,~~ and Belgium.

OUP margin for Northern Europe for the ~~second~~first quarter of ~~2019 increased~~2020 decreased to ~~2.0%~~-1.3% compared to ~~1.8%~~0.2% in ~~2018~~2019 due to the decrease in gross profit margin, the increase in restructuring costs, ~~partially offset by a~~and expense deleveraging, as we were unable to decrease inselling and administrative expenses, excluding restructuring costs, at the ~~gross profit margin. OUP margin decreased to 1.0% in~~same rate as the ~~six months ended June 30, 2019 from 1.5% in 2018~~revenue decline due to the ~~decrease~~sudden impact of the COVID-19 crisis in March.

As Germany is a bench market, which means our temporary workers are staffed as full-time employees for which we absorb the cost of unutilized time and sickness, our ability to utilize government unemployment benefits for our bench associates and full-time employees is critical to being able to preserve gross margin and minimize operating losses in the current environment. The German program is subject to certain conditions and is providing between approximately 60% to 70% of lost after tax wages due to the COVID-19 crisis. We anticipate that this program will allow us to avoid absorbing substantial levels of unutilized bench costs to preserve gross margin. Sweden and Norway are also bench markets and there are government programs for unemployment benefits for our bench associates and full-time employees. We expect these programs will allow us to minimize the impact of gross profit margin ~~partially offset~~decline and significantly reduce selling and administrative expenses in Sweden and Norway with the anticipated declines in revenue. Netherlands also has significant bench components and current government programs will also be utilized to compensate for ~~the decrease in restructuring costs~~wages pertaining to bench associates as well as our full-time employees running operations.

Revenues from services decreased ~~2.2% (increase of 1.3%~~15.7% (-14.0% in constant currency and ~~5.0%~~an increase of 1.2% in organic constant currency) in the ~~second~~first quarter of ~~2019~~2020 compared to ~~2018.~~2019. In Japan (which represents ~~33%~~43% of APME’s revenues), revenues from services increased ~~4.2% (4.9%~~9.7% (8.4% in constant currency) due to the increased demand for our staffing/interim services, a 4.7% increase ~~in our ManpowerGroup Solutions business, and a 0.5% increase (1.5%%~~(3.6% in constant currency) in our permanent recruitment business, ~~partially offset by the unfavorable impact of three fewer billing days~~and an increase in ~~the quarter.~~our Talent Solutions business. In Australia (which represents 16% of APME’s revenues), revenues from services decreased ~~21.9% (-15.6%~~28.8% (-22.8% in constant currency) ~~as we chose~~due to our decision to exit certain ~~low-margin business~~businesses with low-margins to improve profitability, and due to the ~~5.5% decrease (increase of 2.1%~~COVID-19 crisis in ~~constant currency) in our permanent recruitment business.~~March. The revenue ~~increase~~decrease in the remaining markets in APME is due to the Deconsolidation, partially offset by increased demand for staffing and Talent-Based Outsourcing services within our Manpower ~~staffing services, mostly~~business.

The government of Japan initiated more restrictive COVID-19 measures in ~~India, Greater China, Thailand,~~April 2020 in Tokyo and ~~Singapore, increase~~other large districts, which will be in ~~our ManpowerGroup Solutions business, partially offset by the disposition~~place through May 31. In April 2020, Japan experienced year-over-year revenue growth of approximately 5%, which was negatively impacted as a ~~low-margin business in Greater China at the end of December 2018. ManpowerGroup Greater China Limited completed its IPO on the Hong Kong Stock Market in July 2019, with finalization~~result of the accounting treatment occurring in the third quarter of 2019 (see further information in Note 1). ManpowerGroup Greater China Limited’s results were included in our consolidated results for all of the second quarter and first half of 2019.

Revenues from services decreased 2.5% (increase of 1.6% in constant currency and 5.5% in organic constant currency) in the six months ended June 30, 2019 compared to 2018. In Japan, revenues from services increased 2.5% (3.8% in constant currency) due to the increased demand for our staffing/interim services, increase in our ManpowerGroup Solutions business, and a 5.3% increase (6.8% in constant currency) in our permanent recruitment business, partially offset by the unfavorable impact of four fewer billing days in the first half of 2019 compared to 2018. In Australia, revenues from services decreased 17.6% (-10.0% in constant currency) as we chose to exit certain low-margin business to improve profitability, and due to the 9.6% decrease (-1.2% in constant currency) in our permanent recruitment business. The revenue increase in the remaining markets in APME is due to increased demand for Manpower staffing services, mostly in India, Greater China, Thailand, and Singapore, and an increase in our ManpowerGroup Solutions business, partially offset by the disposition of a low-margin business in Greater China at the end of December 2018.government restrictions.

Gross profit margin increased in ~~both~~ the ~~second~~first quarter ~~and first half of 2019~~2020 compared to ~~2018 as~~2019 due to the ~~increases~~increase in our staffing/interim ~~margins due to the Greater China business disposition~~margin, mostly in ~~2018 was~~Japan, partially offset by the ~~decreases~~decrease in our permanent recruitment business of ~~5.4% and 7.4%, respectively (flat and -1.4%~~28.9% (-25.3% in constant currency ~~respectively)~~and -2.5% in organic constant currency).

Selling and administrative expenses decreased ~~0.3% (increase of 3.8%~~15.0% (-12.8% in constant ~~currency~~currency; and ~~5.6% in organic constant currency) in the second quarter~~increase of 2019 compared to 2018 due primarily to the favorable impact of changes in currency exchange rates and the decrease in selling and administrative expenses as a result of the disposition of a business unit in Greater China in December 2018, partially offset by an increase in costs to support an increase in revenues in certain markets. Selling and administrative expenses increased 1.2% (6.0% in constant currency and 7.9%6.0% in organic constant currency) in the first ~~half~~quarter of ~~2019~~2020 compared to ~~2018~~2019. The decrease was primarily due to ~~an increase~~the reduction of recurring selling and administrative costs as a result of the Deconsolidation and the decrease in restructuring costs to ~~$4.4~~$2.6 million ~~incurred in Australia and New Zealand,~~ in the first ~~half~~quarter of ~~2019 compared to no restructuring costs incurred~~2020 from $4.4 in the first ~~half~~quarter of ~~2018, and an increase~~2019. These decreases were partially offset by increases in costs to support ~~an increase~~the increases in revenues in certain markets. ~~These increases were partially offset by a decrease~~The restructuring costs in ~~selling and administrative expenses as a result~~the first quarter of 2020 related to Australia where we continue to simplify the business ~~unit disposition in Greater China in 2018 and the favorable impact of changes in currency exchange rates.~~after exiting certain low-margin clients.

OUP margin for APME ~~decreased to 4.0%~~was 2.9% in both the ~~second~~first quarter of 2020 and 2019 ~~from 4.1%~~as the decrease in ~~2018 due to~~restructuring costs and gross profit margin improvement was offset by expense deleveraging, as we were unable to ~~reduce~~decrease selling and administrative expenses, excluding restructuring costs, at the same rate as the revenue decline ~~partially offset by the improvement in the gross profit margin. OUP margin decreased to 3.4% in the six months ended June 30, 2019 from 3.8% in 2018~~ due to the ~~increase~~sudden impact of the COVID-19 crisis in ~~restructuring costs, partially offset by the improvement in the gross profit margin.~~March.

Revenues from services decreased 3.9% (-0.9% in constant currency) in the second quarter of 2019 compared to 2018. The decrease is primarily due to the 4.7% decrease (-1.7% in constant currency) in our outplacement services as we experienced softer demand in our Americas and European markets. Our talent management business decreased 1.7% (increase of 1.3% in constant currency) in the second quarter of 2019 compared to 2018 due primarily to the unfavorable impact of changes in currency exchange rates, partially offset by increased demand in our Americas and European markets.

Revenues from services decreased 6.1% (-2.7% in constant currency) in the six months ended June 30, 2019 compared to 2018. The decrease is primarily due to the 6.0% decrease (-2.6% in constant currency) in our outplacement services as we experienced softer demand in our Americas and European markets. Our talent management business decreased 6.8% (-3.1% in constant currency) in the six months ended June 30, 2019 compared to 2018 due mostly to softening demand in our European and Asia markets and the unfavorable impact of changes in currency exchange rates.

Gross profit margin decreased in both the second quarter and first half of 2019 compared to 2018 due to the decrease in both our outplacement and talent management businesses gross profit margins. The decrease in the second quarter 2019 compared to 2018 is also due to the change in business mix as the higher-margin outplacement business represented a lower percentage of the revenues mix.

Selling and administrative expenses decreased 5.2% (-2.2% in constant currency) in the second quarter of 2019 compared to 2018 primarily due to the decrease in office-related expenses related to a decrease in the number of offices. Selling and administrative expenses increased 0.6% (4.0% in constant currency) in the six months ended June 30, 2019 compared to 2018 due to the increase in restructuring costs to $4.7 million in the second quarter of 2019 from $0.5 million in the six months ended June 30, 2018, partially offset by a decrease in salary-related expenses as a result of a reduction in headcount and a decrease in office-related expenses related to a decrease in the number of offices.

OUP margin for Right Management decreased to 17.9% in the second quarter of 2019 from 19.9% in 2018 due to the decline in the gross profit margin. OUP margin decreased to 11.5% in the first half of 2019 from 16.5% in the first half of 2018 due to the increase in restructuring costs and the decline in the gross profit margin.

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 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 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.

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

	3 Months Ended June 30, 2019 Compared to 2018																	3 Months Ended March 31, 2020 Compared to 2019
	Reported Amount^(a)		Reported Variance			Impact of Currency			Constant Currency Variance			Impact of Acquisitions and Dispositions (In Constant Currency)			Organic Constant Currency Variance			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		630.9		(1.5	)%		-			(1.5	)%		—			(1.5	)%		610.9		(2.0	)%		—			(2.0	)%		2.8	%		(4.8	)%
Other Americas		412.5		0.1	%		(8.7	)%		8.8	%		—			8.8	%		400.1		(1.7	)%		(7.8	)%		6.1	%		—			6.1	%
		1,043.4		(0.9	)%		(3.4	)%		2.5	%		—			2.5	%		1,011.0		(1.9	)%		(3.1	)%		1.2	%		1.7	%		(0.5	)%
Southern Europe:
France		1,420.2		(6.1	)%		(5.7	)%		(0.4	)%		—			(0.4	)%		1,093.8		(16.2	)%		(2.5	)%		(13.7	)%		—			(13.7	)%
Italy		394.0		(11.1	)%		(5.4	)%		(5.7	)%		—			(5.7	)%		327.7		(8.0	)%		(2.7	)%		(5.3	)%		—			(5.3	)%
Other Southern Europe		573.0		19.7	%		(5.5	)%		25.2	%		23.4	%		1.8	%		523.2		17.2	%		(1.1	)%		18.3	%		20.3	%		(2.0	)%
		2,387.2		(1.9	)%		(5.6	)%		3.7	%		4.6	%		(0.9	)%		1,944.7		(7.8	)%		(2.3	)%		(5.5	)%		4.3	%		(9.8	)%
Northern Europe		1,183.2		(15.1	)%		(5.5	)%		(9.6	)%		(0.7	)%		(8.9	)%		1,068.5		(11.0	)%		(3.1	)%		(7.9	)%		(0.4	)%		(7.5	)%
APME		708.9		(2.2	)%		(3.5	)%		1.3	%		(3.7	)%		5.0	%		594.9		(15.7	)%		(1.7	)%		(14.0	)%		(15.2	)%		1.2	%
Right Management		50.4		(3.9	)%		(3.0	)%		(0.9	)%		—			(0.9	)%
Consolidated		5,373.1		(5.0	)%		(4.9	)%		(0.1	)%		1.4	%		(1.5	)%		4,619.1		(8.4	)%		(2.5	)%		(5.9	)%		0.1	%		(6.0	)%
Gross Profit		870.4		(5.7	)%		(4.6	)%		(1.1	)%		1.2	%		(2.3	)%		724.0		(10.0	)%		(2.3	)%		(7.7	)%		(0.6	)%		(7.1	)%
Selling and Administrative Expenses		739.6		3.6	%		(4.7	)%		8.3	%		1.2	%		7.1	%		686.3		(1.9	)%		(2.5	)%		0.6	%		(0.5	)%		1.1	%
Operating Profit		130.8		(37.2	)%		(4.0	)%		(33.2	)%		1.6	%		(34.8	)%		37.7		(64.2	)%		(1.5	)%		(62.7	)%		0.1	%		(62.8	)%

6 Months Ended June 30, 2019 Compared to 2018

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

$
1,234.5

(1.8
)%

-

(1.8
)%

—

(1.8
)%
Other Americas

816.2

(0.3
)%

(10.0
)%

9.7
%

—

9.7
%

2,050.7

(1.2
)%

(4.0
)%

2.8
%

—

2.8
%
Southern Europe:

France

2,721.6

(7.3
)%

(6.6
)%

(0.7
)%

—

(0.7
)%
Italy

749.9

(12.5
)%

(6.2
)%

(6.3
)%

—

(6.3
)%
Other Southern Europe

1,017.9

6.8
%

(6.6
)%

13.4
%

11.8
%

1.6
%

4,489.4

(5.4
)%

(6.5
)%

1.1
%

2.3
%

(1.2
)%
Northern Europe

2,372.9

(15.6
)%

(6.4
)%

(9.2
)%

(0.6
)%

(8.6
)%
APME

1,408.8

(2.5
)%

(4.1
)%

1.6
%

(3.9
)%

5.5
%
Right Management

96.2

(6.1
)%

(3.4
)%

(2.7
)%

—

(2.7
)%
Consolidated

$
10,418.0

(6.8
)%

(5.7
)%

(1.1
)%

0.4
%

(1.5
)%
Gross Profit

$
1,675.2

(7.3
)%

(5.3
)%

(2.0
)%

0.4
%

(2.4
)%
Selling and Administrative Expenses

$
1,438.9

(0.5
)%

(5.5
)%

5.0
%

0.4
%

4.6
%
Operating Profit

$
236.3

(34.8
)%

(4.6
)%

(30.2
)%

0.6
%

(30.8
)%

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, and some local credit lines to meet funding needs and allocate our capital resources among our various entities. As of ~~June 30, 2019,~~March 31, 2020, we had ~~$661.3~~$990.9 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 recorded 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 ~~$277.1~~$181.0 million and ~~$175.6~~$101.9 million during the ~~six~~three months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively. Changes in operating assets and liabilities ~~utilized $28.0~~generated $155.9 million of cash during the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020 compared to ~~$114.8~~$18.1 million of cash generated during the ~~six~~three months ended ~~June 30, 2018.~~March 31, 2019. These changes were primarily attributable to the timing of collections and payments and the contingent consideration of $24.1 million paid in 2018 in excess of the original liability recorded at acquisition date. The increase was partially offset by the lower net proceeds from the sale of our CICE payroll tax credits, which were $103.5 million (€92.0 million) in April 2019 compared to $234.5 million (€190.9 million) in April 2018. payments.

Accounts receivable ~~increased~~decreased to ~~$5,415.6~~$4,748.5 million as of ~~June 30, 2019~~March 31, 2020 from ~~$5,276.1~~$5,273.1 million as of December 31, ~~2018.~~2019. This ~~increase~~decrease is primarily due to the ~~timing of collections.~~revenue decline and changes in currency exchange rates. Days Sales Outstanding ("DSO") ~~remained unchanged between June 30, 2019 and~~increased by approximately 2.0 days from December 31, ~~2018.~~2019 due 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, with an average days sales outstanding of between 55 and 60 days based on the markets where we do business. Our most significant current liabilities are payroll related costs, which are generally paid either weekly or monthly. As the demand for our services increases, we generally see an increase in our working capital needs, as we continue to pay our associates on a weekly or monthly basis while the related accounts receivable is outstanding for much longer, which may result in a decline in operating cash flows.

Conversely, as the demand for our services declines as we saw in the second half of March 2020 due to the impact of the COVID-19 crisis, we generally see a decrease in our working capital needs, as the existing accounts receivable are collected and not replaced at the same level, resulting in a decline of our accounts receivable balance, with less of an effect on current liabilities due to the shorter cycle time of the payroll related items. This may result in an increase in our operating cash flows; however, any such increase would not be sustainable in the event that an economic downturn continued for an extended period. We do expect a similar underlying trend of increased operating cash flows through the beginning of the second quarter of 2020, if we experience consistent client payment patterns. In April 2020, we have not experienced a significant decrease in cash collections from clients. We will continue to monitor default risks and we intend to staff our collection teams appropriately to diligently pursue payments as per original payment terms. Many governments in countries and territories in which we do business have announced that certain payroll, income, and other tax payments may be deferred without penalty for a certain period of time. These governments have also provided other cash flow related relief packages. As part of our working capital strategy to improve our cash flow needs in the short-term, especially in the next three to six months, we have been actively monitoring these relief packages to take advantage of them.

Capital expenditures were ~~$24.0~~$9.1 million for the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020 compared to ~~$26.8~~$10.0 million for the ~~six~~three months ended ~~June 30, 2018.~~March 31, 2019. 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 2018 compared to 2019 was primarily due to additional technology investment and the timing of capital expenditures.~~

On April 3, 2019, we acquired the remaining 51% controlling interest in our Swiss franchise (“Manpower Switzerland”) to obtain full ownership of the entity. Additionally, as part of the purchase agreement we acquired the remaining 20% interest in Experis AG. Manpower Switzerland provides contingent staffing services under our Manpower brand in the four main language regions in Switzerland. Both Manpower Switzerland and Experis AG are reported in our Southern Europe segment. The aggregate cash consideration paid was $212.7 million and was funded through cash on hand. Of the total consideration paid, $58.3 million was for the acquired interests and the remaining $154.4 million was for cash and cash equivalents. The amounts paid are subject to certain working capital and net debt adjustments based on the actual working capital and net debt existing on the acquisition date compared to target amounts. The acquisition of the remaining interest of Experis AG was accounted for as an equity transaction as we previously consolidated the entity.

The aggregate of the consideration paid and the fair value of previously held equity interest totaled $408.3 million, or $90.8 million net of cash acquired. In connection with the business combination, we recognized a one-time, non-cash gain on the disposition of our previously held equity interest in Manpower Switzerland of $80.4 million, which is included within interest and other (income) expenses, net on the Consolidated Statements of Operations. Of the $80.4 million, $32.5 million represented the reclassification of foreign currency translation adjustments related to the previously held equity interest, from accumulated other comprehensive income.

From time to time, we acquire and invest in companies throughout the world, including franchises. ~~The~~No cash consideration was paid for acquisitions for the three months ended March 31, 2020. For the three months ended March 31, 2019, the total cash consideration paid for acquisitions, ~~excluding Manpower Switzerland and Experis AG,~~ net of cash acquired, was ~~$17.7~~$0.6 million, ~~for the six months ended June 30, 2019. This balance~~which represents contingent consideration payments related to previous ~~acquisitions, of which $13.0~~acquisitions.

Net debt repayments was $9.4 million ~~had been recognized as a liability at~~in the ~~acquisition date. For the six~~three months ended ~~June 30, 2018, the total~~March 31, 2020 compared to cash consideration for acquisitions, net of cash acquired, was $47.4 million, the majority of which took place in the Netherlands. This balance includes initial acquisition payments of $8.2 million and contingent consideration payments of $39.2 million, of which $15.1 million had been recognized as a liability at the acquisition date.

~~Cash~~ provided by net ~~debt~~ borrowings ~~was $4.5~~of $2.6 million in the ~~six~~three months ended ~~June 30, 2019 compared to $170.7 million in the six months ended June 30, 2018.~~March 31, 2019.

Our €500.0 million notes and €400.0 million notes are due June 2026 and September 2022, respectively. When the notes mature, we plan to repay the amounts with available cash, borrowings under our $600.0 million revolving credit facility or a new borrowing. The credit terms, including interest rate and facility fees, of any replacement borrowings will be dependent upon the condition of the credit markets at that time. We currently do not anticipate any problems accessing the credit markets should we decide to replace either the €500.0 million or €400.0 million notes.

As of ~~June 30, 2019,~~March 31, 2020, we had letters of credit totaling $0.5 million issued under our $600.0 million revolving credit facility. Additional borrowings of $599.5 million were available to us under the facility as of ~~June 30, 2019.~~March 31, 2020.

The $600.0 million revolving credit agreement requires that we comply with a leverage ratio (Net Debt-to-Net Earnings before interest and other ~~(income)~~ expenses, ~~net,~~ 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 ~~0.83~~0.48 to 1 and a fixed charge coverage ratio of ~~5.30~~4.69 to 1 as of ~~June 30, 2019.~~March 31, 2020. 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 institutions to meet working capital needs of our subsidiary operations. As of ~~June 30, 2019,~~March 31, 2020, such uncommitted credit lines totaled ~~$329.9~~$326.3 million, of which ~~$273.1~~$269.8 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 ~~$243.2~~$243.5 million could have been made under these lines as of ~~June 30, 2019.~~March 31, 2020.

~~On May 10, 2019~~We have assessed what impact the COVID-19 crisis has had or may have on our liquidity position as of March 31, 2020 and ~~May 4, 2018,~~for the ~~Board~~very near future. As of ~~Directors declared a semi-annual~~March 31, 2020, our cash ~~dividend~~and cash equivalents balance was $1,099.5 million. We also have access to the previously mentioned revolving credit facility that could immediately provide us with up to $600 million of ~~$1.09~~additional cash, which remains unused as of March 31, 2020. We also have access to the previously mentioned credit lines of up to $300 million ($600 million in the third quarter) to meet the working capital needs of our subsidiaries, of which $243.5 million was available to use as of March 31, 2020. Our €500.0 million notes and ~~$1.01 per share, respectively. The 2019 dividends were paid~~€400.0 million notes that total $986.9 million as of March 31, 2020, mature in 2022 and 2026, thus, there are no payments due in the very near term except for annual interest payments. Based on ~~June 14, 2019~~the above, we believe we have sufficient liquidity and capital resources to ~~shareholders of record on June 3, 2019. The 2018 dividends were paid on June 15, 2018 to shareholders of record on June 1, 2018.~~satisfy future requirements and meet our obligations currently and in the very near future should the COVID-19 crisis cause any additional cash flow needs.

In August 2019, the Board of Directors authorized the repurchase of 6.0 million shares of our common stock, with terms consistent with the previous authorizations. This authorization is in addition to the August 2018 ~~and July 2016~~ 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 first ~~six months~~quarter of 2020, we repurchased a total of 0.9 million shares comprised of 0.8 million shares under the 2018 authorization and 0.1 million shares under the 2019 authorization, at a total cost of $63.8 million. During the first quarter of 2019, we repurchased a total of 1.2 million shares at a cost of $101.0 million under the 2018 authorization. ~~During the first six months of 2018, we repurchased 1.0 million shares at a cost of $113.2 million under the 2016 authorization.~~ As of ~~June 30, 2019,~~March 31, 2020, there were ~~1.9~~5.9 million shares remaining authorized for repurchase under the ~~2018~~2019 authorization and no shares remaining authorized for repurchase under the ~~2016~~2018 authorization.

We had aggregate commitments of ~~$2,172.4~~$2,167.1 million as of ~~June 30, 2019~~March 31, 2020 related to debt, operating leases, severances and office closure costs, transition tax resulting from the Tax Act and certain other commitments compared to ~~$2,236.4~~$2,202.8 million as of December 31, ~~2018.~~2019.

We also have entered into guarantee contracts and stand-by letters of credit totaling approximately ~~$211.6~~$823.0 million and ~~$190.3~~$845.0 million as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively ~~which consist of $160.3~~($771.4 million and ~~$139.0~~$793.4 million for guarantees, respectively, and ~~$51.3~~$51.6 million for stand-by letters of credit as of both ~~June 30, 2019 and December 31, 2018. Guarantees~~dates). The guarantees primarily relate to ~~bank accounts,~~staffing license requirements, operating leases and indebtedness. The stand-by letters of credit mainly relate to workers’ compensation ~~operating leases and indebtedness.~~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 ~~$0.8~~$0.5 million and ~~$1.0~~$0.4 million for the ~~six~~three months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively.

We recorded net restructuring costs of ~~$41.4~~$48.2 million and ~~$39.3~~$39.8 million during the ~~six~~three months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively, in selling and administrative expenses, primarily related to severances and office closures and consolidations in multiple countries and territories. ~~During~~As a result of the ~~six months ended June 30,~~adoption of the new accounting guidance on leases as of January 1, 2019, the office closure costs of $8.2 million in the first quarter of 2020 were recorded as an impairment to the operating lease right-of-use asset and, thus, are not included in the restructuring reserve balance as of March 31, 2020. The costs paid, utilized or transferred out of our restructuring reserve ~~was $31.9~~were $20.4 million ~~($7.1 million of this amount was transferred to current operating lease liabilities).~~during the three months ended March 31, 2020. We expect a majority of the remaining ~~$25.0~~$35.1 million reserve will be paid ~~utilized or transferred out~~ by the end of ~~2019.~~2020.

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. All forward-looking statements involve risks and uncertainties. The information in Item 1A. Risk Factors in our annual report on Form 10-K for the year ended December 31, 2018, which information is incorporated herein by reference, provides cautionary statements identifying, for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, important factors that could cause our actual results to differ materially from those contained in the forward-looking statements. Forward-looking statements can be identified by words such as “expect,” “anticipate,” “intend,” “plan,” “may,” “believe,” “seek,” “estimate,” and similar expressions. Some or all of the factors identified in our annual report on Form 10-K may be beyond our control. Other risks and uncertainties include, but are not limited to, the following: changes in tax legislation in places we do business; challenges in operating our business in certain European markets; 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.

Our ~~2018~~2019 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.

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.~~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.

The following information supplements the information under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019.

Our business, results of operations and financial condition have been and may continue to be adversely impacted by the coronavirus pandemic, and future adverse impacts could be material and difficult to predict.

The global spread of the coronavirus (“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. Our business, operations and financial results have been, and may continue to be, adversely impacted by the COVID-19 pandemic and by related government actions (including declared states of emergency and quarantine, “shelter in place” or similar orders), non-governmental agency recommendations and public perceptions, all of which have led to disruption in global economic and labor market conditions. These effects have had a significant impact on our business, including reduced demand for our services, early terminations of client contracts and client hiring freezes, and a shift of a majority of our workforce to remote operations, all of which have contributed to a decline in revenues and other adverse impacts on our financial results. Other potential impacts of the spread of COVID-19 include continued or expanded closures of our clients’ facilities, the possibility our clients will not be able to pay for our services and solutions, or that they will attempt to defer payments owed to us, any of which could impact our liquidity, the possibility that the uncertain nature of the pandemic may not yield the increase in outplacement-related programs that we have historically observed during periods of economic downturn, and the possibility that various government-sponsored programs to provide economic relief will be inadequate. Further, we may continue to experience adverse financial impacts if we cannot offset revenue declines with cost savings through expense-related initiatives, human capital management initiatives or otherwise. As a result of these observed and potential developments, we expect our business, operations and financial results to continue to be negatively affected. In particular, a number of our most important European markets, including France and Italy, have been especially impacted to date by COVID-19, and there is a risk that continued deterioration, or a slow eventual recovery, in those and other key markets, including the United States, will have an adverse effect on the labor markets of those jurisdictions and the related demand for our services.

We are continuing to monitor and assess the effects of the COVID-19 pandemic but expect that our business, operations and financial results will continue to be adversely affected. There are numerous uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the pandemic, the extent and duration of travel restrictions and business closures imposed by the governments of impacted countries, and the effects these and other factors have on underlying economic and labor market conditions. As a result, we cannot accurately predict the ultimate effects, which could be material, of the COVID-19 pandemic on our business, operations and financial results.

In August 2018, the Board of Directors authorized the repurchase of 6.0 million shares of our common stock. In August 2019, the Board of Directors authorized the repurchase of an additional 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 ~~second~~first quarter of ~~2019.~~2020 under the 2018 and 2019 authorizations. As of March 31, 2020, there were 5.9 million shares remaining authorized for repurchase under the 2019 authorization and no shares remaining authorized to repurchase under the 2018 authorization.

~~In August 2019, the Board of Directors authorized the repurchase of an additional 6.0 million shares of our common stock.~~

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 ~~2019:~~2020:

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.


	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

		Shares Outstanding
Class		at ~~July 31, 2019~~May 6, 2020
Common Stock, $.01 par value		~~59,840,094~~58,050,061

		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	5
	Consolidated Statements of Cash Flows	6
	Consolidated Statements of Shareholders' Equity	7
	Notes to Consolidated Financial Statements	~~8-22~~8-20
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~23-37~~21-32
Item 3	Quantitative and Qualitative Disclosures About Market Risk	3832
Item 4	Controls and Procedures	3832

PART II	OTHER INFORMATION
Item 1A	Risk Factors	33
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	3934
Item 5	Other Information	3934
Item 6	Exhibits	4035

SIGNATURES		4136

	For the Three Months Ended March 31,
	2020				2019
	Shares Granted (thousands)		Wtd.-Avg. Per Share Fair Value		Shares Granted (thousands)		Wtd.-Avg. Per Share Fair Value
Stock Options		156	$	18.95		163	$	17.78
Deferred Stock Units		11		97.10		20		64.80
Restricted Stock Units		188		86.47		203		78.90
Performance Share Units		119		85.25		136		77.70
Total Shares Granted		474	$	64.18		522	$	58.96

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

	3 Months Ended March 31, 2020
Balance, December 31, 2019	$	113.5
Provisions charged to earnings		5.2
Write-offs		(5.5	)
Translation adjustments		(2.3	)
Reclassifications and other		3.5
Balance, March 31, 2020	$	114.4

	April 3, 2019
Cash and cash equivalents	$	317.5
Accounts receivable		60.4
Prepaid expenses and other assets		31.4
Goodwill		31.2
Intangible assets subject to amortization, customer relationship		19.6
Intangible assets not subject to amortization, reacquired franchise rights		25.5
Property and equipment		0.4
Accounts payable		21.6
Employee compensation payable		2.5
Accrued liabilities		13.7
Accrued payroll taxes and insurance		7.5
Value added taxes payable		7.4
Other long-term liabilities		25.0
Total assets acquired and liabilities assumed	$	408.3

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2019		2018		2019		2018
Net revenues from services	$	5,373.1	$	5,780.9	$	10,516.6	$	11,397.7

	Americas⁽¹⁾			Southern Europe⁽²⁾			Northern Europe			APME			Right Management			Corporate			Total
Balance, December 31, 2018	$	0.3		$	1.7		$	13.1		$	—		$	0.4		$	—		$	15.5
Severance costs		3.8			5.3			16.5			3.5			0.2			2.3			31.6
Office closure costs and other		1.3			0.1			2.2			0.9			4.5			0.8			9.8
Costs paid, utilized or transferred out⁽³⁾		(4.2	)		(3.1	)		(16.5	)		(2.2	)		(5.0	)		(0.9	)		(31.9	)
Balance, June 30, 2019	$	1.2		$	4.0		$	15.3		$	2.2		$	0.1		$	2.2		$	25.0

	Americas⁽¹⁾		Southern Europe⁽²⁾			Northern Europe⁽³⁾			APME⁽³⁾			Right Management		Corporate⁽⁴⁾		Total
Balance, December 31, 2018	$	519.9	$	112.2		$	435.4		$	102.0		$	62.1	$	65.5	$	1,297.1
Goodwill acquired		0.4		31.2			-			-			-		-		31.6
Currency and other impacts		1.7		(0.6	)		(4.1	)		0.7			-		-		(2.3	)
Impairment charge		-		-			(60.2	)		(3.8	)		-		-		(64.0	)
Balance, June 30, 2019	$	522.0	$	142.8		$	371.1		$	98.9		$	62.1	$	65.5	$	1,262.4

	Gain (Loss) Recognized in Other Comprehensive Income
	3 Months Ended March 31,
Instrument	2020			2019
Euro Notes	$	16.4		$	22.4
Cross-currency swaps		(7.5	)		—


	Gain (Loss) Recognized in					Location of Gain Reclassified	Gain Reclassified
Instrument	Other Comprehensive Income					from AOCI into Income	from AOCI into Income
	3 Months Ended June 30,						3 Months Ended June 30,
	2019			2018⁽¹⁾			2019		2018⁽¹⁾
Euro Notes	$	(13.9	)	$	47.1	Interest and other (income) expenses, net	$	-	$	-
Cross-currency swaps		5.0			-	Interest and other (income) expenses, net		5.4		-


	Gain Recognized in				Location of Gain Reclassified	Gain Reclassified
Instrument	Other Comprehensive Income				from AOCI into Income	from AOCI into Income
	6 Months Ended June 30,					6 Months Ended June 30,
	2019		2018⁽¹⁾			2019		2018⁽¹⁾
Euro Notes	$	8.5	$	25.9	Interest and other (income) expenses, net	$	-	$	-
Cross-currency swaps		5.0		-	Interest and other (income) expenses, net		5.4		-

						(Gain) Reclassified
	Gain Recognized in OCI					from AOCI into Income
	3 Months Ended March 31,				Location of (Gain) Reclassified	3 Months Ended March 31,
Instrument	2020		2019		from AOCI into Income	2020			2019
Cross-currency swaps	$	5.7	$	—	Interest and other expenses (income), net	$	(5.7	)	$	—

	Assets
		June 30,		December 31,
	Balance Sheet Location	2019		2018
Instruments designated as hedges:
Cross-currency swaps	Prepaid expenses and other assets	$	5.1	$	-
Instruments not designated as hedges:
Foreign currency forward contracts	Accounts receivable, net		9.2		0.1
Total instruments		$	14.3	$	0.1

	Liabilities
		June 30,		December 31,
	Balance Sheet Location	2019		2018
Instruments designated as hedges:
Euro Notes	Long-term debt		1,083.5		1,032.0
Instruments not designated as hedges:
Foreign currency forward contracts	Accrued liabilities		—		0.1
Total instruments		$	1,083.5	$	1,032.1

Weighted Average Remaining Lease Term
Operating leases	5.6 years
Weighted Average Discount Rate
Operating leases		~~2.8~~3.0	%

(In millions)
Period Ending December 31, 2018	Operating Leases
2019	$	151.4
2020		115.2
2021		85.5
2022		65.0
2023		44.1
Thereafter		105.6
Total minimum lease payments	$	566.8

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
April 1 - 30, 2019		23,282	⁽¹⁾	$	—		—		1,939,059
May 1 - 31, 2019		-		$	—		—		1,939,059
June 1 - 30, 2019		199	⁽²⁾	$	—		—		1,939,059
Total		23,481		$	—		1,209,734		1,939,059

3.1		Text of Amendments to the ManpowerGroup Inc. Amended and Restated By-Laws, incorporated by reference to the Company’s Current Report on Form 8-K dated April 16, 2020.
3.2		Amended and Restated By-Laws of ManpowerGroup Inc., as amended through April 16, 2020 (complete version).
10.1		Severance agreement between Jonas Prising and the Company dated February 14, 2020, incorporated by reference to the Company’s Current Report on Form 8-K dated February 14, 2020.
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~~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 ~~following materials~~cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~June 30, 2019,~~March 31, 2020 has been formatted in ~~inline~~Inline XBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Shareholders' Equity. and (vi) Notes to Consolidated Financial Statements..


		ManpowerGroup Inc.
		(Registrant)



Date: ~~August 2, 2019~~May 8, 2020

	/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)