8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 21, 2016

MANPOWERGROUP INC.

(Exact name of registrant as specified in its charter)

Wisconsin	1-10686	39-1672779
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

Registrant's telephone number, including area code:  (414) 961-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02   Results of Operations and Financial Condition

The information in this Item 2.02, including exhibit 99.1 attached hereto, is furnished solely pursuant to Item 2.02 of Form 8-K. Consequently, such information is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Further, the information in this Item 2.02, including exhibit 99.1, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933.

On April 21, 2016, we issued a press release announcing our results of operations for the three months endedMarch 31, 2016. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.Exhibits.

Exhibit No.	Description
99.1	Press Release dated April 21, 2016
99.2	Presentation materials for April 21, 2016 conference call

SIGNATURES

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

		MANPOWERGROUP INC.
Dated: April 21, 2016	By:	/s/ John T. McGinnis
		John T. McGinnis Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated April 21, 2016
99.2	Presentation materials for April 21, 2016 conference call

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASEContact:

Mike Van Handel

+1.414.906.6305

michael.vanhandel@manpowergroup.com

ManpowerGroup Reports 1^st Quarter 2016 Results

MILWAUKEE, April 21, 2016 -- ManpowerGroup (NYSE: MAN) today reported that net earnings for the three months ended March 31, 2016 were $71.7 million, or 98 cents per diluted share, compared to net earnings of $65.7 million, or 83 cents per diluted share, a year earlier. Revenues for the first quarter were $4.6 billion, an increase of 1% from the prior year period.

Financial results in the quarter were impacted by the stronger US dollar relative to several foreign currencies compared to the prior year period. On a constant currency basis, revenues increased 5% and earnings per share increased 22%. Earnings per share in the quarter were negatively impacted 3 cents by changes in foreign currencies compared to the prior year.

Jonas Prising, ManpowerGroup Chairman & CEO, said, “We are pleased with our performance in the 1st quarter, starting the year on a positive note. The global environment continues to be uneven, with some countries continuing on their path of slow and steady growth and others struggling to gain traction.

“This is the kind of environment where our workforce solutions can be instrumental in helping companies execute their business strategies, and at the same time provide millions of job seekers with opportunities for quality employment. We are committed to delivering outstanding service quality to our clients and candidates, helping them succeed in an uncertain environment.

“We anticipate second quarter earnings per share will range between $1.47 to $1.55, which includes an estimated unfavorable currency impact of 2 cents.”

In conjunction with its first quarter earnings release, ManpowerGroup will broadcast its conference call live over the Internet on April 21, 2016 at 7:30 a.m. CDT (8:30 a.m. EDT). Interested parties are invited to listen to the webcast and view the presentation by logging on to http://www.manpowergroup.com in the section titled “Investor Relations.”

Supplemental financial information referenced in the conference call can be found at http://www.manpowergroup.com in the section titled “Investor Relations.”

About ManpowerGroup

ManpowerGroup® (NYSE: MAN) is the world’s workforce expert, creating innovative workforce solutions for nearly 70 years. As workforce experts, we connect more than 600,000 people to meaningful work across a wide range of skills and industries every day. Through our ManpowerGroup family of brands - Manpower®, Experis®, Right Management® and ManpowerGroup® Solutions - we help more than 400,000 clients in 80 countries and territories address their critical talent needs, providing comprehensive solutions to resource, manage and develop talent. In 2016, ManpowerGroup was named one of the World’s Most Ethical Companies for the sixth consecutive year and one of Fortune’s Most Admired Companies, confirming our position as the most trusted and admired brand in the industry. See how ManpowerGroup makes powering the world of work humanly possible: www.manpowergroup.com.

Forward-Looking Statements

This news release contains statements, including earnings projections, that are forward-looking in nature and, accordingly, are subject to risks and uncertainties regarding the Company’s expected future results. The Company’s actual results may differ materially from those described or contemplated in the forward-looking statements. Factors that may cause the Company’s actual results to differ materially from those contained in the forward-looking statements can be found in the Company’s reports filed with the SEC, including the information under the heading ‘Risk Factors’ in its Annual Report on Form 10-K for the year ended December 31, 2015, which information is incorporated herein by reference.

###

ManpowerGroup
Results of Operations
(In millions, except per share data)
	Three Months Ended March 31
					% Variance
					Amount		Constant
	2016		2015		Reported		Currency
	(Unaudited)
Revenues from services (a)	$	4,587.7	$	4,542.2	1.0	%	5.2	%
Cost of services	3,813.9		3,780.2		0.9	%	5.2	%
Gross profit	773.8		762.0		1.5	%	5.2	%
Selling and administrative expenses	642.1		639.2		0.5	%	4.0	%
Operating profit	131.7		122.8		7.2	%	11.2	%
Interest and other expenses	12.7		10.6		19.1	%
Earnings before income taxes	119.0		112.2		6.1	%	9.9	%
Provision for income taxes	47.3		46.5		1.8	%
Net earnings	$	71.7	$	65.7	9.2	%	13.3	%
Net earnings per share - basic	$	0.98	$	0.83	18.1	%
Net earnings per share - diluted	$	0.98	$	0.83	18.1	%	21.7	%
Weighted average shares - basic	72.8		78.7		-7.5	%
Weighted average shares - diluted	73.5		79.6		-7.7	%
(a) Revenues from services include fees received from our franchise offices of $5.2 million and $5.5 million for the three months ended March 31, 2016 and 2015, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $227.8 million and $249.9 million for the three months ended March 31, 2016 and 2015, respectively.

ManpowerGroup
Operating Unit Results
(In millions)
	Three Months Ended March 31
							% Variance
							Amount		Constant
	2016			2015			Reported		Currency
	(Unaudited)
Revenues from Services:
Americas:
United States (a)	$	703.1		$	725.1		-3.0	%	-3.0	%
Other Americas	342.8			359.3			-4.6	%	18.7	%
	1,045.9			1,084.4			-3.6	%	4.2	%
Southern Europe:
France	1,078.8			1,040.8			3.7	%	5.5	%
Italy	263.1			270.1			-2.6	%	-0.8	%
Other Southern Europe	345.8			331.8			4.2	%	5.8	%
	1,687.7			1,642.7			2.7	%	4.5	%
Northern Europe	1,213.9			1,217.7			-0.3	%	4.1	%
APME	576.2			533.1			8.1	%	12.1	%
Right Management	64.0			64.3			-0.6	%	2.3	%
	$	4,587.7		$	4,542.2		1.0	%	5.2	%
Operating Unit Profit:
Americas:
United States	$	22.8		$	17.4		30.6	%	30.6	%
Other Americas	11.6			12.8			-9.1	%	12.9	%
	34.4			30.2			13.8	%	23.1	%
Southern Europe:
France	47.2			50.3			-6.1	%	-5.4	%
Italy	16.1			14.0			15.4	%	16.6	%
Other Southern Europe	8.4			8.0			5.0	%	4.9	%
	71.7			72.3			-0.7	%	—
Northern Europe	32.5			30.0			8.3	%	11.4	%
APME	19.3			18.8			2.4	%	5.9	%
Right Management	9.5			5.6			69.0	%	71.5	%
	167.4			156.9
Corporate expenses	(26.7		)	(26.7		)
Intangible asset amortization expense	(9.0		)	(7.4		)
Operating profit	131.7			122.8			7.2	%	11.2	%
Interest and other expenses (b)	(12.7		)	(10.6		)
Earnings before income taxes	$	119.0		$	112.2
(a) In the United States, revenues from services include fees received from our franchise offices of $3.4 million for both the three months ended March 31, 2016 and 2015. These fees are primarily based on revenues generated by the franchise offices, which were $160.8 million and $168.7 million for the three months ended March 31, 2016 and 2015, respectively.
(b) The components of interest and other expenses were:
	2016			2015
Interest expense	$	9.5		$	8.0
Interest income	(0.7		)	(0.5		)
Foreign exchange losses	0.9			0.7
Miscellaneous expenses, net	3.0			2.4
	$	12.7		$	10.6

ManpowerGroup
Consolidated Balance Sheets
(In millions)
	Mar. 31			Dec. 31
	2016			2015
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	747.6		$	730.5
Accounts receivable, net	4,308.3			4,243.0
Prepaid expenses and other assets	128.2			119.0
Total current assets	5,184.1			5,092.5
Other assets:
Goodwill	1,275.6			1,257.4
Intangible assets, net	321.7			326.5
Other assets	612.6			694.0
Total other assets	2,209.9			2,277.9
Property and equipment:
Land, buildings, leasehold improvements and equipment	611.9			585.4
Less: accumulated depreciation and amortization	457.8			438.3
Net property and equipment	154.1			147.1
Total assets	$	7,548.1		$	7,517.5
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,819.9		$	1,659.2
Employee compensation payable	172.9			211.4
Accrued liabilities	461.2			483.7
Accrued payroll taxes and insurance	542.6			613.8
Value added taxes payable	424.8			438.7
Short-term borrowings and current maturities of long-term debt	29.6			44.2
Total current liabilities	3,451.0			3,451.0
Other liabilities:
Long-term debt	850.0			810.9
Other long-term liabilities	572.4			563.1
Total other liabilities	1,422.4			1,374.0
Shareholders' equity:
ManpowerGroup shareholders' equity
Common stock	1.2			1.2
Capital in excess of par value	3,195.9			3,186.7
Retained earnings	2,037.7			1,966.0
Accumulated other comprehensive loss	(265.7		)	(286.0		)
Treasury stock, at cost	(2,364.2		)	(2,243.2		)
Total ManpowerGroup shareholders' equity	2,604.9			2,624.7
Noncontrolling interests	69.8			67.8
Total shareholders' equity	2,674.7			2,692.5
Total liabilities and shareholders' equity	$	7,548.1		$	7,517.5

ManpowerGroup
Consolidated Statements of Cash Flows
(In millions)
	Three Months Ended
	March 31
	2016			2015
	(Unaudited)
Cash Flows from Operating Activities:
Net earnings	$	71.7		$	65.7
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	21.3			18.7
Deferred income taxes	14.4			18.2
Provision for doubtful accounts	4.1			5.3
Share-based compensation	7.2			6.7
Excess tax benefit on exercise of share-based awards	(0.1		)	(0.2		)
Changes in operating assets and liabilities, excluding the impact of acquisitions:
Accounts receivable	44.2			(54.3		)
Other assets	90.0			(68.2		)
Other liabilities	(88.2		)	30.4
Cash provided by operating activities	164.6			22.3
Cash Flows from Investing Activities:
Capital expenditures	(16.6		)	(9.9		)
Acquisitions of businesses, net of cash acquired	(13.8		)	(10.1		)
Proceeds from sales of investments, property and equipment	0.4			0.3
Cash used in investing activities	(30.0		)	(19.7		)
Cash Flows from Financing Activities:
Net change in short-term borrowings	(9.9		)	3.4
Proceeds from long-term debt	—			0.1
Repayments of long-term debt	(5.9		)	(1.2		)
Proceeds from share-based awards and other equity transactions	2.4			12.2
Other share-based award transactions, net	(3.2		)	(7.6		)
Repurchases of common stock	(117.7		)	(39.6		)
Cash used in financing activities	(134.3		)	(32.7		)
Effect of exchange rate changes on cash	16.8			(41.5		)
Change in cash and cash equivalents	17.1			(71.6		)
Cash and cash equivalents, beginning of period	730.5			699.2
Cash and cash equivalents, end of period	$	747.6		$	627.6

EX-99.2

ManpowerGroup First Quarter Results April 21, 2016 Exhibit 99.2

FORWARD-LOOKING STATEMENT This presentation includes forward-looking statements which are subject to known and unknown risks and uncertainties. Actual results might differ materially from those projected in the forward-looking statements. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the period ended December 31, 2013. Forward-looking statements can be identified by forward-looking words such as “expect,” “anticipate,” “intend,” “plan,” “may,” “will,” “believe,” “seek,” “estimate,” and similar expressions. In this presentation, references to road map and journey to 4% are also intended to be forward-looking statements. Please note that ManpowerGroup’s 2013 Annual report is available online at www.manpowergroup.com in the section titled “Investor Relations.” is pres nt tio contain statements, including financial projections, that are forward-looki g in nature. These stateme ts are based on managements’ current expectations or beliefs, and are subject to known and unknown risks and u certainties regarding expected future results. Actual results might differ materially from those projected in the forward-looking statements. Additio al inform tion concerning factors tha could cause actual results to materially differ from those in the forward-look ng statements is contained in the ManpowerGroup Inc. Annual Report on Form 10-K dated D c mber 31, 2015, which information is incorporated herein by reference, and such other factors as may be described from time to time in the Company’s SEC filings. Any forward-looking statements in this pr sentation speak only as of the date hereof. The Company assumes no obligation to update or revise any forward-looking statements. 2 ManpowerGroup April 2016

April 2016 3 ManpowerGroup As Reported Q1 Financial Highlights 1% Revenue $4.6B 5% CC 10 bps Gross Margin 16.9% 7% Operating Profit $132M 11% CC 20 bps OP Margin 2.9% 18% EPS $0.98 22% CC Throughout this presentation, the difference between reported variances and Constant Currency (CC) variances represents the impact of changes in currency on our financial results. Constant Currency is further explained in the Annual Report on our Web site. Consolidated Financial Highlights ManpowerGroup 2016 First Quarter Results

April 2016 4 ManpowerGroup EPS Bridge – Q1 vs. Guidance Midpoint ManpowerGroup 2016 First Quarter Results $0.91 $0.98 +0.05 +0.01 +0.01 Q1 Guidance Midpoint Operational Performance Currency (-3¢ vs -4¢) WAS Q1 Reported

April 2016 5 ManpowerGroup Consolidated Gross Margin Change ManpowerGroup 2016 First Quarter Results 16.8% 16.9% Q1 2015 Acquisition Impact Staffing/Interim Permanent Recruitment Currency Other Q1 2016 +0.2% -0.2% +0.1% -0.1% +0.1%

April 2016 6 ManpowerGroup Growth in CC % Business Line Gross Profit – Q1 2016 █ Manpower █ Experis █ ManpowerGroup Solutions █ Right Management █ ManpowerGroup – Total ManpowerGroup 2016 First Quarter Results $476M 62% $163M 21% $94M 12% $41M 5% $774M 2 13 7 5 5

April 2016 7 ManpowerGroup 639.2 642.1 Q1 2015 Reported Currency Impact Acquisitions Operational Impact Q1 2016 14.1% % of Revenue % of Revenue 14.0% -21.7 +27.4 -2.8 (1) SG&A Expense Bridge – Q1 YoY (in millions of USD) (1) This was unfavorably impacted 10 bps due to the effect of currency exchange rates on our business mix. In constant currency, SG&A as a % of Revenue was 13.9%. ManpowerGroup 2016 First Quarter Results

April 2016 8 ManpowerGroup As Reported Q1 Financial Highlights 4% Revenue $1.0B 4% CC 14% OUP $34M 23% CC 50 bps OUP Margin 3.3% Operating Unit Profit (OUP) is the measure that we use to evaluate segment performance. OUP is equal to segment revenues less direct costs and branch and national headquarters operating costs. Americas Segment (23% of Revenue) ManpowerGroup 2016 First Quarter Results

April 2016 9 ManpowerGroup Americas – Q1 Revenue Growth YoY Revenue Growth - CC Revenue Growth % of Segment Revenue -3% -8% -21% 3% -3% 11% 31% 20% US Mexico Argentina Other 67% 11% 4% 18% ManpowerGroup 2016 First Quarter Results (1) On an organic basis, Other Americas revenue decreased 9% (+7% in CC). (1)

April 2016 10 ManpowerGroup As Reported Q1 Financial Highlights 3% Revenue $1.7B 5% CC 1% OUP $72M 0% CC 10 bps OUP Margin 4.3% Southern Europe Segment (37% of Revenue) ManpowerGroup 2016 First Quarter Results

April 2016 11 ManpowerGroup Southern Europe – Q1 Revenue Growth YoY Revenue Growth - CC Revenue Growth % of Segment Revenue 4% -3% 15% -1% 6% -1% 17% 0% France Italy Spain Other 64% 16% 7% 13% ManpowerGroup 2016 First Quarter Results

April 2016 12 ManpowerGroup As Reported Q1 Financial Highlights 0% Revenue $1.2B 4% CC 8% OUP $33M 11% CC 20 bps OUP Margin 2.7% Northern Europe Segment (26% of Revenue) ManpowerGroup 2016 First Quarter Results

April 2016 13 ManpowerGroup -12% 49% -8% 4% 8% -11% -6% 52% -4% 6% 10% -3% UK Germany Nordics Netherlands Belgium Other 39% 19% 19% 11% 7% 5% (1) (1) Northern Europe – Q1 Revenue Growth YoY Revenue Growth - CC Revenue Growth % of Segment Revenue (1) On an organic basis, Germany revenue increased 2% (+4% in CC) and Belgium revenue increased 3% (+5% in CC). ManpowerGroup 2016 First Quarter Results

April 2016 14 ManpowerGroup As Reported Q1 Financial Highlights 8% Revenue $576M 12% CC 2% OUP $19M 6% CC 20 bps OUP Margin 3.3% APME Segment (13% of Revenue) ManpowerGroup 2016 First Quarter Results

April 2016 15 ManpowerGroup APME – Q1 Revenue Growth YoY Revenue Growth - CC Revenue Growth % of Segment Revenue (1) On an organic basis, Australia/NZ revenue decreased 6% (+3% in CC). 7% 19% 3% 4% 30% 10% Japan Australia/NZ Other 35% 24% 41% (1) ManpowerGroup 2016 First Quarter Results

April 2016 16 ManpowerGroup As Reported Q1 Financial Highlights 1% Revenue $64M 2% CC 69% OUP $10M 71% CC 610 bps OUP Margin 14.9% Right Management Segment (1% of Revenue) ManpowerGroup 2016 First Quarter Results

April 2016 17 ManpowerGroup Cash Flow Summary – Q1 ManpowerGroup 2016 First Quarter Results (in millions of USD) 2016 2015 Net Earnings 72 66 Non-cash Provisions and Other 47 48 Change in Operating Assets/Liabilities 46 (92) Capital Expenditures (17) (10) Free Cash Flow 148 12 Change in Debt (16) 2 Acquisitions of Businesses net of cash acquired (14) (10) Other Equity Transactions (1) 5 Repurchases of Common Stock (118) (40) Effect of Exchange Rate Changes 17 (41) Other 1 - Change in Cash 17 (72)

April 2016 18 ManpowerGroup 120 -221 -231 125 132 768 516 468 855 880 -400 0 400 800 1,200 2012 2013 2014 2015 Q1 2016 Balance Sheet Highlights Total Debt (in millions of USD) Total Debt to Total Capitalization Total Debt Net Debt (Cash) ManpowerGroup 2016 First Quarter Results 23% 15% 14% 24% 25% 0% 10% 20% 30% 2012 2013 2014 2015 Q1 2016

April 2016 19 ManpowerGroup (1) The $600M agreement requires that we comply with a Leverage Ratio (Debt-to-EBITDA) of not greater than 3.5 to 1 and a Fixed Charge Coverage Ratio of not less than 1.5 to 1, in addition to other customary restrictive covenants. As defined in the agreement, we had a Debt-to-EBITDA ratio of 0.67 and a fixed charge coverage ratio of 4.60 as of March 31, 2016. As of March 31, 2016, there were $0.8M of standby letters of credit issued under the agreement. (2) Represents subsidiary uncommitted lines of credit & overdraft facilities, which total $293.3M. Total subsidiary borrowings are limited to $300M due to restrictions in our Revolving Credit Facility, with the exception of Q3 when subsidiary borrowings are limited to $600M. Interest Rate Maturity Date Total Outstanding Remaining Available Euro Notes - €350M 4.505% Jun 2018 397 - Euro Notes - €400M 1.913% Sep 2022 452 - Revolving Credit Agreement 1.44% Sep 2020 - 599 Uncommitted lines and Other Various Various 31 263 Total Debt 880 862 Debt and Credit Facilities – March 31, 2016 (in millions of USD) (2) (1) ManpowerGroup 2016 First Quarter Results

April 2016 20 ManpowerGroup Second Quarter Outlook Revenue Total Up 3-5% (Up 5-7% CC) Americas Down 1-3% (Up 4-6% CC) Southern Europe Up 5-7% (Up 3-5% CC) Northern Europe Up 4-6% (Up 8-10% CC) APME Up 7-9% (Up 8-10% CC) Right Management Down/Up 1% (Up 1-3% CC) Gross Profit Margin 17.1 – 17.3% Operating Profit Margin 3.7 – 3.9% Tax Rate 38.0% EPS $1.47 – $1.55 (unfavorable $0.02 currency) ManpowerGroup 2016 First Quarter Results

April 2016 21 ManpowerGroup Key Take Aways Solid quarterly performance despite the uneven market conditions, with good progress in all brands and offerings. We remain committed to seizing growth opportunities aligned with our strategies, achieving good leverage on that growth and continuing to build on our position as the leading global workforce solutions company. The global economic recovery remains slow and uneven; we are well positioned to provide employers with more workforce flexibility given our global footprint, market leading coverage of emerging markets, strong global brands, and strength in our solutions business. ManpowerGroup 2016 First Quarter Results