See the financial measures section on pages 27-28 for further information on the Non-GAAP financial measures of constant currency and organic constant currency.

Forward-Looking Statements



This Quarterly Report on Form 10-Q, contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Exchange Act of 1934, as amended, (each a "forward-looking
statement"). Statements made in this quarterly report that are not statements of
historical fact are forward-looking statements. In addition, from time to time,
we and our representatives may make statements that are forward-looking.
Forward-looking statements are based on management's current assumptions and
expectations and are subject to risks and uncertainties that are beyond our
control and may cause actual results to differ materially from those contained
in the forward-looking statements. Forward-looking statements can be identified
by words such as "expect," "anticipate," "intend," "plan," "may," "believe,"
"seek," "estimate," and other similar expressions. Important factors that could
cause our actual results to differ materially from those contained in the
forward-looking statements include, among others, the risk factors discussed in
Item 1A - Risk Factors in our annual report on Form 10-K for the year-ended
December 31, 2020, which information is incorporated herein by reference. Other
risks and uncertainties include, but are not limited to, the impacts of the
COVID-19 pandemic and related economic conditions and the Company's efforts to
respond to such impacts, including the possibility of additional lockdown
restrictions; changes in labor and tax legislation in places we do business;
failure to implement strategic technology investments; and other factors that
may be disclosed from time to time in our SEC filings or otherwise. We caution
that any forward-looking statement reflects only our belief at the time the
statement is made. We undertake no obligation to update any forward-looking
statements to reflect subsequent events or circumstances.

Business Overview



Our business is cyclical in nature and is sensitive to macroeconomic conditions
generally. Client demand for workforce solutions and services is dependent on
the overall strength of the labor market and secular trends toward greater
workforce flexibility within each of the segments where we operate. Improving
economic growth typically results in increasing demand for labor, resulting in
greater demand for our staffing services while demand for our outplacement
services typically declines. During periods of increased demand, as we
experienced in the first quarter of 2021, we are generally able to improve our
profitability and operating leverage as our cost base can support some increase
in business without a similar increase in selling and administrative expenses.
By contrast, during periods of decreased demand, our operating profit is
generally impacted unfavorably as we experience a deleveraging of selling and
administrative expenses, which may not decline at the same pace as revenues.

During the first quarter of 2021, we continued to see some recovery in the
majority of our markets as we began to anniversary the significant COVID-19
related declines in our results that occurred during the last two weeks of the
first quarter of 2020. Revenues increased 6.6% during the first quarter of 2021
compared to the year-earlier period. Our first quarter results reflect a
stronger market environment and increased demand for our services in many of our
key markets. Overall, we saw an increasing monthly rate of recovery as the
quarter progressed, although the pandemic continued to limit the demand for our
services across almost all of our operations. Furthermore, the recovery we
experienced was not uniform, with some markets, particularly in Europe,
continuing to experience COVID-19 related challenges. These challenges included
the imposition of additional or extended lockdowns or other restrictions, which
have impaired the rate of recovery. These restrictions have continued into the
second quarter of 2021 and we expect to encounter targeted and localized
lockdowns into the future. Although continued uncertainty remains as to the
future impact of the pandemic on global and local economies, we have experienced
strengthening demand across geographies and industries during the quarter and we
expect the recovery will continue to move in a positive direction.

In addition to the impact from COVID-19 discussed above, results for the quarter
were impacted by currency. During the first quarter of 2021, the United States
dollar was weaker, on average, relative to the currencies in all of our markets,
except in Other Americas, which therefore had a favorable impact on our reported
results and generally may overstate the performance of our underlying business.
The changes in the foreign currency exchange rates had a 6.0% favorable impact
on revenues from services and an approximately $0.06 per share favorable 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

                                       21

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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 March 31, 2021, our businesses experienced
improvement in year-over-year revenue trends from the fourth quarter reflecting
a stronger market environment and continued signs of a global recovery. Our
consolidated revenues increased 6.6% year-over-year in the quarter, an
improvement from the 2.7% year-over-year decrease in the fourth quarter of 2020.
As we began to anniversary the dramatic revenue declines as a result of the
COVID-19 crisis and related lockdowns imposed by the European governments in the
prior year period, specifically during the last two weeks of March 2020, we
experienced a crossover from revenue declines to revenue growth throughout the
first quarter of 2021. Following a monthly year-over-year revenue decline in
January of 4.6% as some seasonal logistics work ended, we saw revenue growth of
3.4% in February and exited the quarter with growth of 22.5% in March. The
progressive improvement from year-over-year revenue declines to revenue growth
during the quarter reflects the continued increase in activity levels as the
recovery continued to take hold across our key markets during the quarter,
including strengthening demand for talent within the manufacturing sectors.

On an overall basis, our Talent Solutions business, which includes Recruitment
Process Outsourcing (RPO), TAPFIN - Managed Service Provider (MSP) and our Right
Management offerings, experienced an increase in the quarter, which was driven
mostly by increased demand for our MSP and RPO services. Our MSP business has
remained resilient during the crisis and we experienced growth during the
quarter as we assisted more clients to develop customized workforce solutions
during the economic downturn. As workplaces reopen across our geographies and
workers return in phased approaches, we are seeing increased demand for our HR
skills within our RPO business as our clients put a greater emphasis on hiring.

During the first quarter of 2021 compared to 2020, most of our markets
experienced revenue increases as the recovery continued to progress and as we
anniversaried the sharp revenue declines in the last two weeks of March 2020 due
to the COVID-19 crisis. We experienced a revenue increase in Southern Europe,
mainly driven by the favorable impact of changes in currency exchange rates and
increased demand in Italy. We experienced a revenue increase in Northern Europe
mostly due to the favorable impact of changes in currency exchange rates and the
increased demand in the United Kingdom. Revenues decreased 0.8% in the Americas
driven by the decrease in the United States primarily due to the unfavorable
impact of one fewer billing day and the unfavorable impact of changes in
currency exchange rates in the markets within Other Americas. We experienced a
5.5% revenue increase in APME mostly from the increase in Japan, which was
mainly due to an increase in demand for our staffing/interim revenues.

Our gross profit margin declined in the first quarter of 2021 compared to 2020
primarily due to an unfavorable change in business mix as the higher-margin
permanent recruitment business represented a lower percentage of the revenues
mix as a result of the COVID-19 crisis. The decrease was also due to the decline
in our staffing/interim margins in the Americas, Southern Europe and Northern
Europe as a result of the higher mix of our lower-margin enterprise client
business. These decreases were partially offset by a higher mix of MSP gross
profit due to strong growth during the quarter and the increase in
staffing/interim margins in APME primarily due to the improvement in Japan.

Our operating profit increased 160.9% in the first quarter of 2021 while our
operating profit margin increased 120 basis points compared to the first quarter
of 2020. Excluding the restructuring costs in the prior year, our operating
profit was up 14.4% while operating profit margin was up 10 basis points
compared to the first quarter of 2020. The operating profit margin increased as
we were able to increase our revenues while experiencing a decrease in our
selling and administrative expenses due to the strategic initiatives and strong
cost actions put in place in late March and early April of 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 ability of the business to grow in the future and
enhance our productivity, technology and digital capabilities. We are focused on
managing costs as efficiently as possible in the short-term while continuing to
progress transformational actions aligned with our strategic priorities.




                                       22

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Operating Results - Three Months Ended March 31, 2021 and 2020

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

Constant

Currency

(in millions, except per share data) 2021 2020 Variance


      Variance
Revenues from services                 $ 4,924.4     $ 4,619.1           6.6 %          0.6 %
Cost of services                         4,156.3       3,895.1           6.7 %          0.6 %
Gross profit                               768.1         724.0           6.1 %          0.5 %
Gross profit margin                         15.6 %        15.7 %

Selling and administrative expenses 669.7 686.3 (2.4 )% (7.5 )% Operating profit

                            98.4          37.7         160.9 %        145.7 %
Operating profit margin                      2.0 %         0.8 %
Interest and other expenses, net             5.4          20.5         (73.6 )%
Earnings before income taxes                93.0          17.2         439.2 %        409.7 %
Provision for income taxes                  31.0          15.5          99.3 %
Effective income tax rate                   33.3 %        90.2 %
Net earnings                           $    62.0     $     1.7        3562.0 %       3361.0 %
Net earnings per share - diluted       $    1.11     $    0.03        3600.0 %       3400.0 %
Weighted average shares - diluted           55.7          59.0          (5.7 )%



The year-over-year increase in revenues from services of 6.6% (0.6% in constant currency and 0.9% in organic constant currency) was attributed to:

• a revenue increase in Southern Europe of 11.1% (2.0% in constant currency).


      This included a revenue increase in France of 8.7% (-0.5% in constant
      currency), which was primarily due to the favorable impact of changes in
      currency exchange rates, partially offset by the unfavorable impact of

approximately one fewer billing day. The increase also includes an increase

in Italy of 22.9% (12.5% in constant currency), which was primarily due to

the increased demand for our Manpower staffing services, an 18.1% increase

(8.1% in constant currency) in the permanent recruitment business and the

favorable impact of changes in currency exchange rates, partially offset by

the unfavorable impact of approximately one fewer billing day;

• a revenue increase in Northern Europe of 6.1% (-2.3 % in constant currency),

primarily due to the favorable impact of changes in currency exchange rates,

partially offset by the 5.4% decrease (-13.1% in constant currency) in the

permanent recruitment business, primarily due to the impact of the COVID-19

crisis. We experienced revenue increases in the United Kingdom, the Nordics

and the Netherlands of 12.4%, 8.4% and 3.7%, respectively (4.0%, -3.9% and

-5.1%, respectively, in constant currency). These increases were partially


      offset by revenue declines in Germany and Belgium of 9.8% and 6.9%,
      respectively (-17.4% and -14.8%, respectively, in constant currency);

• a revenue increase in APME of 5.5% (0.3% in constant currency) primarily due

to the favorable impact of changes in currency exchange rates and the

increase in demand for our staffing/interim services in Japan, partially

offset by the unfavorable impact of approximately one fewer billing day in

the quarter; partially offset by

• a revenue decrease in the United States of 0.3% (-0.7% on an organic basis)

primarily driven by decreased demand for our staffing/interim service due to

the impacts of the COVID-19 crisis and the unfavorable impact of one fewer


      billing day. These decreases were partially offset by an increase in our
      permanent recruitment business of 14.5% (14.3% on an organic basis) and
      increased demand for our RPO and MSP offerings; and

• a 6.0% increase due to the impact of changes in currency exchange rates.

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

• a 10 basis point unfavorable change in business mix as the higher-margin


      permanent recruitment business represented a lower percentage of the
      revenues mix; and


                                       23

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• a 10 basis point unfavorable impact from declines in the staffing/interim

margins in the Americas, Southern Europe and Northern Europe due to the

higher mix of our lower-margin enterprise client business; partially offset

by

• a 10 basis point favorable impact from the growth in our higher-margin MSP

services within our Talent Solutions business.




The 2.4 % decrease in selling and administrative expenses in the first quarter
of 2021 (-7.5% in constant currency; -7.2% in organic constant currency) was
primarily attributed to:

• restructuring costs of $48.2 million incurred in the first quarter of 2020;

and

• a 0.4% decrease (-5.7% in constant currency and -5.5% in organic constant

currency) in non-personnel related costs, excluding restructuring costs,

primarily driven by a reduction in discretionary expenses and a decline in


      office-related expenses due to a decrease in the number of offices;
      partially offset by

• a 5.1% increase due to the impact of changes in currency exchange rates; and

• a 7.7% increase (2.1% in constant currency and 2.3% in organic constant

currency) in personnel costs due to the increase in variable incentive costs

as a result of an increase in profitability in most markets.




Selling and administrative expenses as a percent of revenues decreased 130 basis
points in the first quarter of 2021 compared to the first quarter of 2020 due
primarily to:

• a 100 basis point favorable impact as a result of the decrease in

restructuring costs from $48.2 million in the first quarter of 2020 to zero

in the first quarter of 2021;

• a 30 basis point favorable impact due to the decrease in non-personnel

related costs, excluding restructuring costs; and

• a 10 basis point favorable impact from changes in currency exchange rates;

partially offset by

• a 10 basis point unfavorable impact from the increase in variable incentive

costs.




Interest and other expenses, net is comprised of interest, foreign exchange
gains and losses and other miscellaneous non-operating income and expenses,
including noncontrolling interests. Interest and other expenses, net was $5.4
million in the first quarter of 2021 compared to $20.5 million in the first
quarter of 2020. Net interest expense decreased $0.3 million in the first
quarter of 2021 to $7.1 million from $7.4 million in the first quarter of 2021.
Miscellaneous income was $4.2 million in the first quarter of 2021 compared to
miscellaneous expense of $10.0 million in the first quarter of 2020. The change
is primarily due to the pension settlement expenses of $10.2 million recorded in
the first quarter of 2020 related to one of our United States plans, the
increase in income from our equity investment in ManpowerGroup Greater China
Limited, and the increase in the returns on pension plan assets.

We recorded income tax expense at an effective rate of 33.3% for three months
ended March 31, 2021, as compared to an effective rate of 90.2% for the three
months ended March 31, 2020. The 2021 rate was favorably impacted by the
scheduled reduction in the French corporate tax rate to 27.5%, the enacted 50%
reduction in the French business tax rate, and a higher level of pre-tax
earnings. The 33.3% effective tax rate in the first quarter of 2021 was higher
than the United States Federal statutory rate of 21% primarily due to the French
business tax, tax losses in certain countries for which we did not recognize a
corresponding tax benefit due to valuation allowances, and the overall mix of
earnings. The COVID-19 crisis is creating uncertainty around predicting future
earnings, and that uncertainty could make it more difficult for us to accurately
estimate tax rates into the future.

Net earnings per share - diluted was $1.11 in the first quarter of 2021 compared
to $0.03 in the first quarter of 2020. Foreign currency exchange rates favorably
impacted net earnings per share - diluted by approximately $0.06 per share in
the first quarter of 2021. Restructuring costs recorded in the first quarter of
2020 negatively impacted net earnings per share - diluted by approximately $0.68
per share, net of tax, in the first quarter of 2020. 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 55.7 million in the first quarter
of 2021 from 59.0 million in the first quarter of 2020. This decrease was due to
the impact of share repurchases completed since the first quarter of 2020 and
the full weighting of the repurchases completed in the first quarter of 2021.

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Segment Operating Results

Americas

In the Americas, revenues from services decreased 0.8% (increase of 1.1% in
constant currency and 0.8% in organic constant currency) in the first quarter of
2021 compared to the first quarter of 2020. In the United States, revenues from
services decreased 0.3% (-0.7% on an organic basis) in the first quarter of 2021
compared to the first quarter of 2020, primarily driven by decreased demand for
our staffing/interim services due to the impacts of the COVID-19 crisis and the
unfavorable impact of one fewer billing day during the quarter. The decreased
demand for staffing/interim services in the United States was partially offset
by increased demand for our MSP and RPO offerings along with a 14.5% increase
(14.3% in organic constant currency) in our permanent recruitment business. In
Other Americas, revenues from services decreased 1.5% (increase of 3.3% in
constant currency) in the first quarter of 2021 compared to the first quarter of
2020 primarily due to the unfavorable impact of changes in currency exchange
rates. This decline was driven by decreases in Mexico, Colombia and Peru of
5.8%, 19.0% and 14.8%, respectively (-3.6%, -18.4% and -8.3%, respectively, in
constant currency). These decreases were partially offset by increases in
Argentina, Canada and Brazil of 25.2%, 8.1% and 15.7%, respectively (80.3%, 1.7%
and 42.3%, respectively, in constant currency). The increase in Argentina was
primarily due to inflation.

Gross profit margin increased in the first quarter of 2021 compared to the first
quarter of 2020 primarily due to gross profit margin increases in the United
States from the increase in revenues from our higher-margin MSP and RPO
offerings as well as the increase in our permanent recruitment business of 14.3%
(15.4% in constant currency; 15.3% in organic constant currency). This increase
was partially offset by the declines in the staffing/interim margin due to
client mix changes, particularly in the United States, as a higher percentage of
revenues came from our lower margin enterprise clients.

In the first quarter of 2021, selling and administrative expenses decreased
11.5% (-10.3% in constant currency and -10.5% in organic constant currency),
primarily due to the decrease in restructuring costs to zero in the first
quarter of 2021 compared to $12.8 million in the first quarter of 2020, the
decrease in discretionary expenses and a decline in office-related expenses
driven by a decrease in the number of offices. The decreases were partially
offset by the increase in salary-related costs due to higher headcount in the
quarter and an increase in variable incentive costs as a result of an increase
in profitability in certain markets.

Operating Unit Profit ("OUP") margin in the Americas was 4.4% and 1.6% for the
first quarter of 2021 and 2020, respectively. In the United States, OUP margin
increased to 4.8% in the first quarter of 2021 from 0.4% in the first quarter of
2020 primarily due to the decrease in restructuring costs and an increase in the
gross profit margin. Other Americas OUP margin increased to 3.8% in the first
quarter of 2021 from 3.6% in the first quarter of 2020 primarily due to the
decrease in restructuring costs, partially offset by the decrease in the gross
profit margin.

On April 23, 2021, new legislation was enacted in Mexico that will prohibit the
provision of traditional temporary staffing services, only allowing outsourced
worker assignments for specialized services outside of the client's core
business activity. The effective date for the new law is July 23, 2021. We are
currently assessing the magnitude of the impact that this new legislation will
have on our Mexico business pending the issuance of the final implementation and
transition rules. We expect that the new legislation will reduce revenues and
operating unit profit within our Mexico operations. Our Mexico operations
approximated 2.8% of our consolidated revenues for the year ended December 31,
2020.

Southern Europe

In Southern Europe, which includes operations in France and Italy, revenues from
services increased 11.1% (2.0% in constant currency) in the first quarter of
2021 compared to the first quarter of 2020. In the first quarter of 2021,
revenues from services increased 8.7% (decrease of -0.5% in constant currency)
in France (which represents 55% of Southern Europe's revenues) and increased
22.9% (12.5% in constant currency) in Italy (which represents 19% of Southern
Europe's revenues). The increase in France is primarily due to the favorable
impact of changes in currency exchange rates, partially offset by the
unfavorable impact of one fewer billing day. The increase in Italy was primarily
due to the increased demand for our Manpower staffing services and an 18.1%
increase (8.1% in constant currency) in the permanent recruitment business,
partially offset by the unfavorable impact of approximately one fewer billing
day. In Other Southern Europe, revenues from services increased 8.7% (0.8% in
constant currency) during the first quarter of 2021 compared to the first
quarter of 2020, due to increased demand for our Manpower staffing services,

                                       25

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partially offset by the decrease in our permanent recruitment business of 17.4%
(-22.5% in constant currency) due to the continued impact of the COVID-19 crisis
and the disposition of subsidiaries in Other Southern Europe in the third
quarter of 2020.

Gross profit margin decreased in the first quarter of 2021 compared to the first quarter of 2020 primarily due to the decrease of 1.9% (-9.5% in constant currency) in the permanent recruitment business and the decrease in the staffing/interim gross profit margin as lower margin enterprise clients represented a larger percentage of revenues during the first quarter of 2021.



Selling and administrative expenses increased 2.3% (decrease of -6.0% in
constant currency) during the first quarter of 2021 compared to the first
quarter of 2020 primarily due to the unfavorable impact of changes in currency
exchange rates and an increase in variable incentive costs due to an increase in
profitability in certain markets. These increases were partially offset by the
decrease in restructuring costs to zero in the first quarter of 2021 from $13.1
million in the first quarter of 2020 and the reduction in discretionary
expenses.

OUP margin in Southern Europe was 3.4% for the first quarter of 2021 compared to
2.7% for the first quarter of 2020. In France, the OUP margin increased to 3.6%
for the first quarter of 2021 from 3.5% in the first quarter of 2020 primarily
due to our ability to increase revenues without a similar increase in expenses,
partially offset by the decrease in the overall gross profit margin. In Italy,
the OUP margin increased to 4.8% for the first quarter of 2021 from 4.3% for the
first quarter of 2020 primarily due to the decrease in restructuring costs to
zero in the first quarter of 2021 from $1.6 million in the first quarter of
2020. Other Southern Europe's OUP margin increased to 2.0% in the first quarter
of 2021 from 0.2% in the first quarter of 2020, primarily due to the decrease in
restructuring costs to zero in the first quarter of 2021 from $11.5 million in
the first quarter of 2020, partially offset by the decrease in the gross profit
margin.

Northern Europe

In Northern Europe, which includes operations in the United Kingdom, the
Nordics, Germany, the Netherlands and Belgium (comprising 38%, 20%, 14%, 11%,
and 7%, respectively, of Northern Europe's revenues), revenues from services
increased 6.1% (decrease of -2.3% in constant currency) in the first quarter of
2021 compared to the first quarter of 2020. We experienced revenue increases in
the United Kingdom, the Nordics and the Netherlands of 12.4%, 8.4% and 3.7%,
respectively (increase of 4.0%, decrease of -3.9% and decrease of -5.1%,
respectively, in constant currency) and revenue decreases in Germany and Belgium
of 9.8% and 6.9%, respectively (-17.4% and -14.8%, respectively, in constant
currency). The revenue increase in Northern Europe was due to the favorable
impact of changes in currency exchange rates and the increase in demand for our
Manpower staffing services, primarily in the United Kingdom, partially offset by
a decrease in demand for our Experis interim services and a 5.4% decrease
(-13.1% in constant currency) in the permanent recruitment business and the
unfavorable impact of approximately one fewer billing day.

Gross profit margin decreased in the first quarter of 2021 compared to the first
quarter of 2020 due to the decrease in our permanent recruitment business in the
first quarter of 2021 compared to the first quarter of 2020, and the decline in
the Manpower staffing margin due to client mix changes, as a higher percentage
of revenues consisted of revenues from our lower-margin enterprise clients.

Selling and administrative expenses decreased 7.8% (-15.6% in constant currency)
in the first quarter of 2021 compared to the first quarter of 2020 primarily due
to the decrease in restructuring costs to zero in the first quarter of 2021 from
$19.5 million in the first quarter of 2020, the unfavorable impact of changes in
currency exchange rates and the decrease in non-personnel and discretionary
costs. These decreases were partially offset by the increase in variable
incentive costs due to an increase in profitability in certain markets.

OUP margin for Northern Europe increased to 0.4% in the first quarter of 2021
from an operating unit loss of 1.3% in the first quarter of 2020. The increase
was primarily due to the decrease in restructuring costs, partially offset by
the decrease in the gross profit margin.

APME



Revenues from services increased 5.5% (0.3% in constant currency) in the first
quarter of 2021 compared to the first quarter of 2020. In Japan (which
represents 45% of APME's revenues), revenues from services increased 11.8% (8.9
% in constant currency) due to the increased demand for our staffing/interim
services and the favorable impact of approximately one additional billing day,
partially offset by a 3.5% decrease (-5.9% in constant currency) in our
permanent recruitment business. In Australia (which represents 17% of

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APME's revenues), revenues from services increased 12.3% (decrease of -4.8% in
constant currency) due to the favorable impact of changes in currency exchange
rates, partially offset by the unfavorable impact of approximately three fewer
billing days. The revenue decrease in the remaining markets in APME is due to
the decline in demand for our staffing/interim services due to the COVID-19
crisis, partially offset by the increase in demand for our Talent-Based
Outsourcing services within our Manpower business and the favorable impact of
changes in currency exchange rates.

Gross profit margin increased in the first quarter of 2021 compared to the first
quarter of 2020 primarily due to the increase in our staffing/interim margin,
mostly in Japan.

Selling and administrative expenses increased 7.9% (0.9% in constant currency)
in the first quarter of 2021 compared to the first quarter of 2020 primarily due
to the unfavorable impact of changes in currency exchange rates and the increase
in variable incentive costs due to an increase in profitability in certain
markets. These were partially offset by the decrease of restructuring costs to
zero in the first quarter of 2021 from $2.6 million in the first quarter of
2020.

OUP margin for APME increased to 3.0% in the first quarter of 2021 from 2.9% in
the first quarter of 2020 due to the increase in the gross profit margin and the
decrease in restructuring costs, partially offset by the increase in variable
incentive costs.

Financial Measures

Constant Currency and Organic Constant Currency Reconciliation



Changes in our financial results include the impact of changes in foreign
currency exchange rates, acquisitions, and dispositions. We provide "constant
currency" and "organic constant currency" calculations in this report to remove
the impact of these items. We express year-over-year variances that are
calculated in constant currency and organic constant currency as a percentage.

When we use the term "constant currency," it means that we have translated
financial data for a period into United States dollars using the same foreign
currency exchange rates that we used to translate financial data for the
previous period. We believe that this calculation is a useful measure,
indicating the actual growth or decline of our operations. We use constant
currency results in our analysis of subsidiary or segment performance. We also
use constant currency when analyzing our performance against that of our
competitors. Substantially all of our subsidiaries derive revenues and incur
expenses within a single country and, consequently, do not generally incur
currency risks in connection with the conduct of their normal business
operations. Changes in foreign currency exchange rates primarily impact reported
earnings and not our actual cash flow unless earnings are repatriated.

When we use the term "organic constant currency," it means that we have further
removed the impact of acquisitions in the current period and dispositions from
the prior period from our constant currency calculation. We believe that this
calculation is useful because it allows us to show the actual growth or decline
of our ongoing business.

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

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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 March 31, 2021 Compared to 2020
                                                                                                Impact of
                                                                                               Acquisitions           Organic
                                                                            Constant         and Dispositions        Constant
                          Reported        Reported         Impact of        Currency           (In Constant          Currency
                          Amount(a)       Variance         Currency         Variance            Currency)            Variance
Revenues from
services:
Americas:
United States                  608.8            (0.3 )%             -             (0.3 )%                  0.4 %           (0.7 )%
Other Americas                 394.1            (1.5 )%          (4.8 )%           3.3 %                     -              3.3 %
                             1,002.9            (0.8 )%          (1.9 )%           1.1 %                   0.3 %            0.8 %
Southern Europe:
France                       1,188.9             8.7 %            9.2 %           (0.5 )%                    -             (0.5 )%
Italy                          402.8            22.9 %           10.4 %           12.5 %                     -             12.5 %
Other Southern Europe          568.6             8.7 %            7.9 %            0.8 %                  (3.0 )%           3.8 %
                             2,160.3            11.1 %            9.1 %            2.0 %                  (0.8 )%           2.8 %
Northern Europe              1,133.8             6.1 %            8.4 %           (2.3 )%                    -             (2.3 )%
APME                           627.4             5.5 %            5.2 %            0.3 %                     -              0.3 %
Consolidated                 4,924.4             6.6 %            6.0 %            0.6 %                  (0.3 )%           0.9 %
Gross Profit                   768.1             6.1 %            5.6 %            0.5 %                  (0.1 )%           0.6 %
Selling and
Administrative
Expenses                       669.7            (2.4 )%           5.1 %           (7.5 )%                 (0.3 )%          (7.2 )%
Operating Profit                98.4           160.9 %           15.2 %          145.7 %                   6.6 %          139.1 %

(a) In millions for the three months ended March 31, 2021.

Liquidity and Capital Resources



Cash used to fund our operations is primarily generated through operating
activities and provided by our existing credit facilities. We believe our
available cash and existing credit facilities are sufficient to cover our cash
needs for the foreseeable future. We assess and monitor our liquidity and
capital resources globally. We use a global cash pooling arrangement,
intercompany lending, and some local credit lines to meet funding needs and
allocate our capital resources among our various entities. As of March 31, 2021,
we had $1,365.6 million of cash held by foreign subsidiaries. We have
historically made and anticipate future cash repatriations to the United States
from certain foreign subsidiaries to fund domestic operations. With the
enactment of the United States Tax Cuts and Jobs Act in December 2017, we no
longer record United States federal income taxes on unremitted earnings of
non-United States subsidiaries. However, we do record deferred tax liabilities
related to non-United States withholding and other taxes on unremitted earnings
that are not considered permanently invested.

Cash provided by operating activities was $140.9 million and $181.0 million
during the three months ended March 31, 2021 and 2020, respectively. Changes in
operating assets and liabilities generated $58.9 million of cash during the
three months ended March 31, 2021 compared to $147.7 million of cash generated
during the three months ended March 31, 2020. These changes were primarily
attributable to an increase in accounts receivable due to the stronger market
environment as the impact of the COVID-19 crisis has stabilized in many parts of
the world.

Accounts receivable decreased to $4,892.1 million as of March 31, 2021 from
$4,912.4 million as of December 31, 2020. This decrease is due to the impact of
changes in currency exchange rates. Days Sales Outstanding ("DSO") increased to
approximately 56 as of March 31, 2021 from approximately 54 as of December 31,
2020 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 and our most significant current liabilities are payroll
related costs, which are generally paid either weekly or monthly. As the demand
for our services increases, as we saw during the first quarter of 2021, 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.

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Conversely, as the demand for our services declines, we generally see a decrease
in our working capital needs, as the existing accounts receivable are collected
and not replaced at the same level, resulting in a decline of our accounts
receivable balance, with less of an effect on current liabilities due to the
shorter cycle time of the payroll related items. This may result in an increase
in our operating cash flows; however, any such increase would not be expected to
be sustained in the event that an economic downturn continued for an extended
period.

Capital expenditures were $12.7 million for the three months ended March 31,
2021 compared to $9.1 million for the three months ended March 31, 2020. These
expenditures were primarily comprised of purchases of computer equipment, office
furniture and other costs related to office openings and refurbishments, as well
as capitalized software costs. The higher expenditures in 2021 compared to 2020
are primarily due to additional technology investments and the timing of capital
expenditures.

From time to time, we acquire and invest in companies throughout the world,
including franchises. For the three months ended March 31, 2021, the total cash
consideration paid for acquisitions, net of cash acquired, was $12.9 million,
which includes consideration payments for franchises in the United States and
contingent consideration payments related to previous acquisitions.

Net debt borrowings were $2.8 million in the three months ended March 31, 2021 compared to net debt payments of $9.4 million in the three months ended March 31, 2020.



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 March 31, 2021, 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 March 31, 2021.



The $600.0 million revolving credit agreement requires that we comply with a
leverage ratio (Net Debt-to-Net Earnings before interest and other expenses,
provision for income taxes, intangible asset amortization expense, depreciation
and amortization expense ("EBITDA")) of not greater than 3.5 to 1 and a fixed
charge coverage ratio of not less than 1.5 to 1. As defined in the agreement, we
had a Net Debt-to-EBITDA ratio of -0.09 to 1 and a fixed charge coverage ratio
of 3.39 to 1 as of March 31, 2021. Based on our current forecast, we expect to
be in compliance with our financial covenants for the next 12 months.

We have assessed what impact the COVID-19 crisis has had or may have on our
liquidity position as of March 31, 2021 and for the near future. As of March 31,
2021, our cash and cash equivalents balance was $1,522.7 million. We also have
access to the previously mentioned revolving credit facility that could
immediately provide us with up to $600 million of additional cash, which remains
unused as of March 31, 2021, and we have an option to request an increase to the
total availability under the revolving credit facility by an additional $200
million and each lender may participate in the requested increase at their
discretion. In addition, we 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 $268.5 million was available to use
as of March 31, 2021. Our €500.0 million notes and €400.0 million notes that
total $1,051.1 million as of March 31, 2021 mature in 2026 and 2022, thus, there
are no payments due in the very near term except for annual interest payments.
Based on the above, we believe we have sufficient liquidity and capital
resources to satisfy future requirements and meet our obligations currently and
in the near future should the COVID-19 crisis cause any additional cash flow
needs.

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 Board
authorization to purchase 6.0 million shares of our common stock. Share
repurchases may be made from time to time through a variety of methods,
including open market purchases, block transactions, privately negotiated
transactions or similar facilities. During the first quarter of 2021, we
repurchased a total of 1.1 million shares under the 2019 authorization at a
total cost of $100.1 million. During the first 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 cost of
$63.8 million. As of March 31, 2021, there were 2.3 million shares remaining
authorized for repurchase under the 2019 authorization and no shares remaining
authorized for repurchase under the 2018 authorization.

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We had aggregate commitments of $2,169.9 million as of March 31, 2021 related to
debt, operating leases, severances and office closure costs, transition tax
resulting from the Tax Act and certain other commitments compared to $2,197.6
million as of December 31, 2020.

We also have entered into guarantee contracts and stand-by letters of credit
totaling $897.0 million and $890.0 million as of March 31, 2021 and December 31,
2020, respectively ($845.4 million and $838.4 million for guarantees,
respectively, and $51.6 million for stand-by letters of credit as of both
dates). The guarantees primarily relate to staffing license requirements,
operating leases and indebtedness. The stand-by letters of credit mainly relate
to workers' compensation in the United States. If certain conditions were met
under these arrangements, we would be required to satisfy our obligations in
cash. Due to the nature of these arrangements and our historical experience, we
do not expect any significant payments under these arrangements. Therefore, they
have been excluded from our aggregate commitments. The cost of these guarantees
and letters of credit was $0.5 million for both the three months ended March 31,
2021 and 2020.

We did not record any net restructuring costs during the three months ended
March 31, 2021. We recorded net restructuring costs of $48.2 million during the
three months ended March 31, 2020 in selling and administrative expenses,
primarily related to severances and office closures and consolidations in
multiple countries and territories. The costs paid or utilized out of our
restructuring reserve were $13.8 million during the first quarter of 2021. We
expect a majority of the remaining $32.3 million reserve will be paid by the end
of 2021.


Recently Issued Accounting Standards

See Note 2 to the Consolidated Financial Statements.

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