SEC Filing | ManpowerGroup Inc.

View:

Download DOC

Download PDF

Download XLS

form_8k.htm

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): February 2, 2010

MANPOWER 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

On February 2, 2010, we issued a press release announcing our results of operations for the three months and year ended December 31, 2009. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

During the fourth quarter of 2009, we determined that our Other EMEA reportable segment prematurely recognized revenues related to a workforce solutions contract. These revenues were recorded on a cash-basis rather than being deferred and earned over the four-year performance period following the month the services were performed. Accordingly, we have restated our annual and quarterly financial results for 2007, 2008, and the nine months ended September 30, 2009. This restatement has no impact on cash flows and only impacts the timing of when revenues are earned, as total revenues for the contract are expected to remain unchanged. Attached hereto as Exhibit 99.3 are the effects of this restatement on 2009, 2008 and 2007.

Item 9.01. Exhibits.

Exhibit No.		Description
	99.1	Press Release dated February 2, 2010
	99.2	Presentation materials for February 2, 2010 conference call
	99.3	Summary of Restated Results

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.

		MANPOWER INC.

Dated: February 2, 2010	By:	/s/ Michael J. Van Handel
		Michael J. Van Handel Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press Release dated February 2, 2010
	99.2	Presentation materials for February 2, 2010 conference call
	99.3	Summary of Restated Results

exhibit_99-1.htm

Exhibit 99.1

FOR IMMEDIATE RELEASE Contact:

Mike Van Handel

Manpower Inc.

+1.414.906.6305

michael.vanhandel@manpower.com

Manpower Reports 4th Quarter and Full Year 2009 Results

MILWAUKEE, WI, USA, February 2, 2010 – Manpower Inc. (NYSE: MAN) today reported that net earnings per diluted share for the three months ended December 31, 2009 decreased to 37 cents from 97 cents in the prior year period. Net earnings in the quarter decreased to $29.1 million from $76.0 million a year earlier. Revenues for the fourth quarter totaled $4.4 billion, a decrease of 4 percent from the year earlier period, or a decrease of 12 percent in constant currency.

Included in the fourth quarter results is a $12.7 million ($9.0 million after tax, or 11 cents per diluted share) reorganization charge, primarily related to office closures and consolidations, and severance costs. Net earnings in the fourth quarter were favorably impacted by 5 cents per diluted share, as foreign currencies were relatively stronger compared to the prior year period.

Jeffrey A. Joerres, Manpower Inc. Chairman and CEO, said, “We continue to see solid evidence of improving trends in nearly all geographies we operate in. Each week that passes, we are more confident about the sustainability of the recovery. The U.S. is experiencing the highest level of year-over-year growth trends. As we look to the first quarter of 2010, we are anticipating positive year-over-year revenue growth for the company as a whole, which is the first time since the third quarter of 2008.

“We are anticipating the first quarter of 2010 diluted earnings per share to be a loss in the range of 5 cents to 15 cents, which includes an estimated favorable currency impact of 3 cents.”

Net earnings per diluted share for the year ended December 31, 2009 decreased to a loss of 12 cents from earnings of $2.58 per diluted share in 2008. Net earnings were a loss of $9.2 million compared to earnings of $205.5 million in the prior year. Revenues for the year were $16.0 billion, a decrease of 26 percent from the prior year, or 21 percent in constant currency.

Earnings per diluted share for the full year 2009 include a loss on the sale of an equity investment and goodwill impairment charge totaling 85 cents, a charge of 6 cents related to the repayment of our revolver borrowings and extinguishment of an interest rate swap, and reorganization charges totaling 31 cents. Additionally, 2009 results were favorably impacted by 1 cent per diluted share due to changes in foreign currencies compared to the prior year.

Included in the full year 2008 results is the favorable impact of the business tax refund and recoverable payroll taxes in France totaling $0.91 per diluted share. Also included is the goodwill and intangible asset impairment charge of $1.94 per diluted share, an increase in our legal reserve of 63 cents per diluted share and reorganization charges of 34 cents per diluted share.

During the fourth quarter, the company became aware that it had prematurely recognized revenue related to a workforce solutions contract in 2007, 2008 and the 9 month period ended September 30, 2009. As a result, operating results have been restated for these periods, resulting in a reduction of revenues and operating profit of $14.2 million, $15.7 million and $9.7 million, respectively and diluted earnings per share of 13 cents, 17 cents and 12 cents, respectively. Further information regarding this restatement can be found in the company’s Form 8-K filing dated February 2, 2010.

In conjunction with its fourth quarter earnings release, Manpower will broadcast its conference call live over the Internet on February 2, 2010 at 7:30 a.m. CST (8:30 a.m. EST). Interested parties are invited to listen to the webcast and view the presentation by logging on to http://investor.manpower.com.

Supplemental financial information referenced in the conference call can be found at http://investor.manpower.com.

About Manpower Inc.

Manpower Inc. (NYSE: MAN) is a world leader in the employment services industry; creating and delivering services that enable clients to win in the changing world of work. With more than 60 years of experience, the company offers employers a range of services for the entire employment and business cycle including permanent, temporary and contract recruitment; employee assessment and selection; training; outplacement; outsourcing and consulting. Manpower's worldwide network of 4,000 offices in 82 countries and territories enables the company to meet the needs of 400,000 clients per year, including small and medium size enterprises in all industry sectors, as well as the world's largest multinational corporations. The focus of Manpower’s work is on raising productivity through improved quality, efficiency and cost-reduction across the total workforce, enabling clients to concentrate on their core business activities. Manpower Inc. operates under five brands: Manpower, Manpower Professional, Elan, Jefferson Wells and Right Management. More information on Manpower Inc. is available at www.manpower.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, 2008, which information is incorporated herein by reference.

- ### -

Manpower Inc.
Results of Operations
(In millions, except per share data)

	Three Months Ended December 31
					% Variance
					Amount			Constant
	2009		2008		Reported			Currency
	(Unaudited)
Revenues from services (a) (b)	$	4,412.6	$	4,589.6		-3.9	%		-11.6	%
Cost of services		3,656.5		3,639.2		0.5	%		-7.7	%
Gross profit		756.1		950.4		-20.5	%		-26.7	%
Selling and administrative expenses		713.3		804.8		-11.4	%		-18.0	%
Operating profit		42.8		145.6		-70.6	%		-74.7	%
Interest and other expenses		12.6		12.3		2.4	%
Earnings before income taxes		30.2		133.3		-77.3	%		-82.7	%
Provision for income taxes		1.1		57.3		-98.0	%
Net earnings	$	29.1	$	76.0		-61.8	%		-70.8	%
Net earnings per share - basic	$	0.37	$	0.98		-62.2	%
Net earnings per share - diluted	$	0.37	$	0.97		-61.9	%		-89.6	%
Weighted average shares - basic		78.5		77.8		0.9	%
Weighted average shares - diluted		79.7		78.0		2.1	%

(a) Revenues from services include fees received from our franchise offices of $5.7 million and $7.3 million for the three months ended December 31, 2009 and 2008, respectively. These fees areprimarily based on revenues generated by the franchise offices, which were $213.4 million and $236.5 million for the three months ended December 31, 2009 and 2008, respectively.

(b) During the fourth quarter of 2009, we determined that our Other EMEA reportable segment prematurely recognized revenues related to a workforce solutions contract. These revenues were recorded on a cash-basis rather than being deferred and earned over the four-year performance period following the month the services were performed. Accordingly, we have restated our annual and quarterly financial results for 2007, 2008, and the nine months ended September 30, 2009. The impact on the fourth quarter of 2008 was a $3.3 million reduction of revenues and operating profit and a $0.04 reduction in net earnings per diluted share. This restatement has no impact on cash flows and only impacts the timing of when revenues are earned, as total revenues for the contract are expected to remain unchanged.

Manpower Inc.
Operating Unit Results
(In millions)

	Three Months Ended December 31
							% Variance
							Amount			Constant
	2009			2008			Reported			Currency
	(Unaudited)
Revenues from Services: (a)
Americas:
United States (c)	$	435.8		$	462.5			-5.8	%		-5.8	%
Other Americas		283.9			259.9			9.2	%		6.2	%
		719.7			722.4			-0.4	%		-1.5	%

France		1,304.4			1,351.4			-3.5	%		-13.8	%
EMEA:
Italy		269.3			301.2			-10.6	%		-20.3	%
Other EMEA (b)		1,477.7			1,578.3			-6.4	%		-14.2	%
		1,747.0			1,879.5			-7.0	%		-15.2	%
Asia Pacific		468.7			449.1			4.3	%		-6.3	%
Right Management		129.6			123.6			4.8	%		-1.5	%
Jefferson Wells		43.2			63.6			-32.1	%		-32.1	%
	$	4,412.6		$	4,589.6			-3.9	%		-11.6	%
Operating Unit (Loss) Profit:
Americas:
United States (c)	$	(5.0	)	$	(1.9	)		N/A			N/A
Other Americas		5.9			4.0			49.3	%		50.9	%
		0.9			2.1			-55.8	%		-52.8	%

France		5.0			109.1			-95.4	%		-95.9	%
EMEA:
Italy		11.1			24.3			-54.7	%		-59.8	%
Other EMEA (b)		25.1			37.1			-32.2	%		-39.3	%
		36.2			61.4			-41.1	%		-47.4	%
Asia Pacific		6.9			(1.4	)		N/A			N/A
Right Management		20.8			17.0			22.2	%		15.7	%
Jefferson Wells		(3.7	)		(13.8	)		N/A			N/A
		66.1			174.4
Corporate expenses		23.3			28.8
Operating profit		42.8			145.6			-70.6	%		-74.7	%
Interest and other expenses (d)		12.6			12.3
Earnings before income taxes	$	30.2		$	133.3

(a) Our segment reporting was realigned during the first quarter of 2009 due to a change in management structure. Other Americas and Asia Pacific, previously reported in Other Operations, are now separate reportable segments. The United States and Other Americas reportable segments are reported as Americas. The Italy and Other EMEA reportable segments are reported as EMEA. Historical amounts have been restated to conform to the current year presentation.

(b) During the fourth quarter of 2009, we determined that our Other EMEA reportable segment prematurely recognized revenues related to a workforce solutions contract. These revenues were recorded on a cash-basis rather than being deferred and earned over the four-year performance period following the month the services were performed. Accordingly, we have restated our annual and quarterly financial results for 2007, 2008, and the nine months ended September 30, 2009. The impact on the fourth quarter of 2008 was a $3.3 million reduction of revenues and operating unit profit. This restatement has no impact on cash flows and only impacts the timing of when revenues are earned, as total revenues for the contract are expected to remain unchanged.

(c) In the United States, revenues from services include fees received from our franchise offices of $3.1 million and $3.9 million for the three months ended December 31, 2009 and 2008, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $135.6 million and $143.5 million for the three months ended December 31, 2009 and 2008, respectively.

(d) The components of interest and other expenses were:
		2009			2008
Interest expense	$	13.2		$	15.0
Interest income		(2.4	)		(5.6	)
Foreign exchange gains		(0.1	)		(0.8	)
Miscellaneous expenses, net		1.9			3.7
	$	12.6		$	12.3

Manpower Inc.
Results of Operations
(In millions, except per share data)

	Year Ended December 31
						% Variance
						Amount			Constant
	2009			2008		Reported			Currency
	(Unaudited)
Revenues from services (a) (c)	$	16,038.7		$	21,537.1		-25.5	%		-20.9	%
Cost of services		13,220.5			17,450.2		-24.2	%		-19.4	%
Gross profit		2,818.2			4,086.9		-31.0	%		-27.0	%
Selling and administrative expenses		2,715.5			3,430.3		-20.8	%		-16.1	%
Goodwill and intangible asset impairment charges (b)		61.0			163.1		N/A			N/A
Selling and administrative expenses		2,776.5			3,593.4		-22.7	%		-18.2	%
Operating profit		41.7			493.5		-91.5	%		-91.3	%
Interest and other expenses		64.6			50.9		26.9	%
(Loss) earnings before income taxes		(22.9	)		442.6		N/A			N/A
Provision for income taxes		(13.7	)		237.1		N/A
Net (loss) earnings	$	(9.2	)	$	205.5		N/A			N/A
Net (loss) earnings per share - basic	$	(0.12	)	$	2.61		N/A
Net (loss) earnings per share - diluted	$	(0.12	)	$	2.58		N/A			N/A
Weighted average shares - basic		78.3			78.7		-0.5	%
Weighted average shares - diluted		78.3			79.7		-1.7	%

(a) Revenues from services include fees received from our franchise offices of $22.3 million and $30.9 million for the years ended December 31, 2009 and 2008, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $746.7 million and $1,148.1 million for the years ended December 31, 2009 and 2008, respectively.

(b) The goodwill impairment charge for the year ended December 31, 2009 relates to our investment in Jefferson Wells. The goodwill and intangible asset impairment charge for the year ended December 31, 2008 relates to our investment in Right Management. The impact on net earnings is $61.0 million and $154.6 million, or $0.78 and $1.94 per diluted share, for the years ended December 31, 2009 and 2008, respectively.

(c) During the fourth quarter of 2009, we determined that our Other EMEA reportable segment prematurely recognized revenues related to a workforce solutions contract. These revenues were recorded on a cash-basis rather than being deferred and earned over the four-year performance period following the month the services were performed. Accordingly, we have restated our annual and quarterly financial results for 2007, 2008, and the nine months ended September 30, 2009. The impact was a $15.7 million reduction of revenues and operating profit and a $0.17 reduction in net earnings per diluted share for the year ended 2008. The impact was a $9.7 million reduction of revenues and operating profit and a $0.12 reduction in net earnings per diluted share for the nine months ended 2009. This restatement has no impact on cash flows and only impacts the timing of when revenues are earned, as total revenues for the contract are expected to remain unchanged.

Manpower Inc.
Operating Unit Results
(In millions)

	Year Ended December 31
							% Variance
							Amount			Constant
	2009			2008			Reported			Currency
	(Unaudited)
Revenues from Services: (a)
Americas:
United States (c)	$	1,593.7		$	1,945.4			-18.1	%		-18.1	%
Other Americas		967.3			1,129.8			-14.4	%		-3.1	%
		2,561.0			3,075.2			-16.7	%		-12.6	%

France		4,675.5			6,935.6			-32.6	%		-29.2	%
EMEA:
Italy		950.8			1,519.5			-37.4	%		-34.2	%
Other EMEA (b)		5,371.7			7,422.0			-27.6	%		-19.2	%
		6,322.5			8,941.5			-29.3	%		-21.7	%
Asia Pacific		1,728.0			1,841.6			-6.2	%		-9.2	%
Right Management		559.4			452.2			23.7	%		28.5	%
Jefferson Wells		192.3			291.0			-33.9	%		-33.9	%
	$	16,038.7		$	21,537.1			-25.5	%		-20.9	%

Operating Unit (Loss) Profit:
Americas:
United States (c)	$	(26.2	)	$	32.2			N/A			N/A
Other Americas		20.1			25.9			-22.4	%		-10.7	%
		(6.1	)		58.1			N/A			N/A

France		20.8			299.0			-93.0	%		-92.6	%
EMEA:
Italy		27.9			120.3			-76.8	%		-76.5	%
Other EMEA (b)		29.4			233.8			-87.4	%		-88.6	%
		57.3			354.1			-83.8	%		-84.5	%
Asia Pacific		26.5			29.2			-9.3	%		-19.9	%
Right Management		113.4			44.7			153.6	%		158.8	%
Jefferson Wells		(22.0	)		(19.6	)		N/A			N/A
		189.9			765.5
Corporate expenses		87.2			108.9
Goodwill and intangible asset impairment charges		61.0			163.1
Operating profit		41.7			493.5			-91.5	%		-91.3	%
Interest and other expenses (d)		64.6			50.9
(Loss) earnings before income taxes	$	(22.9	)	$	442.6

(a) Our segment reporting was realigned during the first quarter of 2009 due to a change in management structure. Other Americas and Asia Pacific, previously reported in Other Operations, are now separate reportable segments. The United States and Other Americas reportable segments are reported as Americas. The Italy and Other EMEA reportable segments are reported as EMEA. Historical amounts have been restated to conform to the current year presentation.

(b) During the fourth quarter of 2009, we determined that our Other EMEA reportable segment prematurely recognized revenues related to a workforce solutions contract. These revenues were recorded on a cash-basis rather than being deferred and earned over the four-year performance period following the month the services were performed. Accordingly, we have restated our annual and quarterly financial results for 2007, 2008, and the nine months ended September 30, 2009. The impact was a $15.7 million reduction of revenues and operating unit profit for the year ended 2008. The impact was a $9.7 million reduction of revenues and operating unit profit for the nine months ended 2009. This restatement has no impact on cash flows and only impacts the timing of when revenues are earned, as total revenues for the contract are expected to remain unchanged.

(c) In the United States, revenues from services include fees received from our franchise offices of $10.5 million and $17.7 million for the years ended December 31, 2009 and 2008, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $459.3 million and $746.2 million for the years ended December 31, 2009 and 2008, respectively.

(d) The components of interest and other expenses were:
		2009			2008
Interest expense	$	61.7		$	63.9
Interest income		(11.7	)		(22.1	)
Foreign exchange loss (gain)		0.8			(2.9	)
Miscellaneous expenses, net		3.5			12.0
Loss from sale of an equity investment		10.3			-
	$	64.6		$	50.9

Manpower Inc.
Consolidated Balance Sheets
(In millions)

	Dec. 31			Dec. 31
	2009			2008
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,014.6		$	874.0
Accounts receivable, net		3,070.8			3,629.7
Prepaid expenses and other assets		179.6			119.9
Future income tax benefits		67.4			66.5
Total current assets		4,332.4			4,690.1
Other assets:
Goodwill and other intangible assets, net		1,357.5			1,388.1
Other assets		347.5			330.6
Total other assets		1,705.0			1,718.7
Property and equipment:
Land, buildings, leasehold improvements and equipment		703.6			744.0
Less: accumulated depreciation and amortization		527.2			530.6
Net property and equipment		176.4			213.4
Total assets	$	6,213.8		$	6,622.2
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	944.4		$	896.3
Employee compensation payable		187.8			213.2
Accrued liabilities		465.9			585.7
Accrued payroll taxes and insurance		572.0			617.5
Value added taxes payable		391.2			479.2
Short-term borrowings and currentmaturities of long-term debt		41.7			115.6
Total current liabilities		2,603.0			2,907.5
Other liabilities:
Long-term debt		715.6			837.3
Other long-term liabilities		358.7			418.0
Total other liabilities		1,074.3			1,255.3
Shareholders' equity:
Common stock		1.0			1.0
Capital in excess of par value		2,544.2			2,514.8
Retained earnings		1,109.6			1,176.8
Accumulated other comprehensive income (loss)		106.9			(8.9	)
Treasury stock, at cost		(1,225.2	)		(1,224.3	)
Total shareholders' equity		2,536.5			2,459.4
Total liabilities and shareholders' equity	$	6,213.8		$	6,622.2

Manpower Inc.
Consolidated Statements of Cash Flows
(In millions)

	Year Ended
	Dec. 31
	2009			2008
	(Unaudited)
Cash Flows from Operating Activities:
Net (loss) earnings	$	(9.2	)	$	205.5
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities:
Depreciation and amortization		97.2			107.1
Non-cash goodwill and intangible asset impairment		61.0			163.1
Deferred income taxes		(24.7	)		(32.0	)
Provision for doubtful accounts		27.8			23.4
Loss from sale of an equity investment		10.3			-
Share-based compensation		17.5			21.1
Excess tax benefit on exercise of stock options		(0.5	)		(0.5	)
Changes in operating assets and liabilities, excluding the impact of acquisitions:
Accounts receivable		663.6			575.0
Other assets		(71.5	)		2.9
Other liabilities		(357.2	)		(273.6	)
Cash provided by operating activities		414.3			792.0
Cash Flows from Investing Activities:
Capital expenditures		(35.1	)		(93.1	)
Acquisitions of businesses, net of cash acquired		(21.6	)		(242.0	)
Proceeds from the sale of an equity investment		13.3			-
Proceeds from the sale of property and equipment		3.6			5.9
Cash used in investing activities		(39.8	)		(329.2	)
Cash Flows from Financing Activities:
Net change in short-term borrowings		(14.6	)		16.0
Proceeds from long-term debt		146.5			233.7
Repayments of long-term debt		(359.3	)		(170.7	)
Proceeds from share-based awards		14.2			12.2
Excess tax benefit on exercise of stock options		0.5			0.5
Repurchases of common stock		-			(125.4	)
Dividends paid		(58.0	)		(58.1	)
Cash used in financing activities		(270.7	)		(91.8	)
Effect of exchange rate changes on cash		36.8			(34.5	)
Change in cash and cash equivalents		140.6			336.5
Cash and cash equivalents, beginning of period		874.0			537.5
Cash and cash equivalents, end of period	$	1,014.6		$	874.0

exhibit_99-2.htm

Helping Clients and Candidates

Win for Over Six Decades

2010 February 2

MANPOWER INC.

2009 4th Quarter Results

Exhibit 99.2

Manpower Inc. 2009 4th Quarter Results

This presentation includes forward-looking statements, including earnings projections and the timing,
completion and results of the proposed transaction, which are subject to 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 is contained in the Company’s Annual Report on Form 10-K
dated December 31, 2008, 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.

This presentation was issued by Manpower Inc. on February 2, 2010 and does not constitute an offer
of any securities for sale. The exchange offer described herein has not commenced. Manpower
intends to commence an exchange offer and file a Schedule TO and a registration statement on
Form S-4, and COMSYS IT Partners, Inc. intends to file a Solicitation/Recommendation Statement
on Schedule 14D-9, with the Securities and Exchange Commission in connection with the
transaction. Manpower and COMSYS expect to mail a Preliminary Prospectus, the Schedule 14D-9
and related exchange offer materials to stockholders of COMSYS. These documents, however, are
not currently available. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE
DOCUMENTS CAREFULLY WHEN THEY ARE AVAILABLE BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT MANPOWER, COMSYS AND THE TRANSACTION.
Documents filed by Manpower with the SEC may be obtained without charge at the SEC's website at
www.sec.gov and at Manpower's website at www.manpower.com. Documents filed by COMSYS
with the SEC may be obtained without charge at the SEC's website and at COMSYS' website at
www.comsys.com.

Forward-Looking Statement

Manpower Inc. 2009 4th Quarter Results

(1) Excludes non-recurring items for 2009 and 2008 as set forth on page 15.

90% CC

12% CC

220 bps

Operating Profit $43M

OP Margin 1.0%

Revenue $4.4B

Gross Margin 17.1%

EPS $.37

360 bps

62%

71%

75% CC

Q4 Highlights

Throughout this presentation, the difference between reported variances and Constant Currency (CC) variances
represents the impact of currency on our financial results. Constant Currency is further explained on our Web site.

Consolidated Financial Highlights

As
Reported

49% CC

12% CC

220 bps

140 bps

44%

54%

60% CC

Excluding

Non-recurring
Items

(1)

Manpower Inc. 2009 4th Quarter Results

Consolidated Gross Margin Change

Impact of Non-recurring Items
= - 1.4%

Manpower Inc. 2009 4th Quarter Results

1% CC

(1) Included in these amounts is the US, which had revenue of $436M (-6%) and OUP of $(5M).

(2) Excludes the impact of the reorganization charges of $1.3M in 2009 and $3.0M in 2008.

1% CC

Excluding Non
-recurring
Items

Americas Segment
(16% of Revenue)

Q4 Financial Highlights

OUP Margin

0.1%

Revenue

$720M

OUP

$1M

40 bps

As
Reported

20 bps

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.

53% CC

56%

(1)

(2)

54% CC

55%

Manpower Inc. 2009 4th Quarter Results

Americas - Q4 Revenue Growth YoY

Revenue Growth - CC

Revenue Growth

% of Segment

Revenue

61%

14%

17%

(1)

(1) On an organic basis, US revenue decreased 8% in USD.

Manpower Inc. 2009 4th Quarter Results

France Segment
(29% of Revenue)

Q4 Financial Highlights

OUP Margin

0.4%

Revenue

$1.3B

OUP

$5M

14% CC

290 bps

80%

82% CC

(1) Excludes the impact of $4.7M of reorganization charges in 2009, and the business tax refund of
$48.2M, the payroll tax adjustment of $14.5M and reorganization charges of $2.7M in 2008 (net
favorable impact $60.0M).

As
Reported

14% CC

770 bps

95%

96% CC

(1)

Excluding Non
-recurring
Items

Manpower Inc. 2009 4th Quarter Results

Excluding Non
-recurring
Items

EMEA Segment
(40% of Revenue)

Q4 Financial Highlights

OUP Margin

2.1%

Revenue

$1.7B

OUP

$36M

15% CC

200 bps

48%

54% CC

As
Reported

15% CC

120 bps

41%

47% CC

(2)

(1) Included in these amounts is Italy, which had revenue of $269M (-11% in USD, -20% in CC) and OUP of
$11M (-55% in USD, -60% in CC).

(2) Excludes the impact of the reorganization charges of $6.4M in 2009 and $21.2M in 2008.

(1)

Manpower Inc. 2009 4th Quarter Results

EMEA - Q4 Revenue Growth YoY

Revenue Growth - CC

Revenue Growth

% of Segment

Revenue

15%

14%

13%

11%

10%

22%

Manpower Inc. 2009 4th Quarter Results

6% CC

(1) Excludes the impact of the reorganization charges of $0.4M in 2009 and $0.8M in 2008.

Excluding Non
-recurring
Items

Asia Pacific Segment
(11% of Revenue)

Q4 Financial Highlights

OUP Margin

1.5%

Revenue

$469M

OUP

$7M

170 bps

As
Reported

6% CC

180 bps

N/A

(1)

N/A

Manpower Inc. 2009 4th Quarter Results

Asia Pacific - Q4 Revenue Growth YoY

Revenue Growth - CC

Revenue Growth

% of Segment

Revenue

55%

22%

23%

Manpower Inc. 2009 4th Quarter Results

Right Management Segment
(3% of Revenue)

Q4 Financial Highlights

OUP Margin

16.0%

Revenue

$130M

OUP

$21M

1% CC

100 bps

12%

6% CC

(1) Excludes the impact of the reorganization charges of $1.5M in 2008.

As
Reported

1% CC

230 bps

22%

16% CC

(1)

Excluding Non
-recurring
Items

Manpower Inc. 2009 4th Quarter Results

Excluding Non
-recurring
Items

Jefferson Wells Segment
(1% of Revenue)

Q4 Financial Highlights

OUP Margin

- 8.6%

Revenue

$43M

OUP

$(4M)

32%

50 bps

N/A

As
Reported

32%

1300 bps

N/A

(1)

(1) Excludes the impact of the reorganization charges of $7.8M in 2008.

Manpower Inc. 2009 4th Quarter Results

Financial Highlights

Manpower Inc. 2009 4th Quarter Results

Q4 Non-recurring Items

($ in millions, except per share amounts)

Manpower Inc. 2009 4th Quarter Results

Full Year Non-recurring Items

($ in millions, except per share amounts)

(1) Reorganization expense was $6.9M pretax in Q1($0.06 per share), $13.0M in Q2 ($0.11 per share), $0.9M in
Q3 ($0.01 per share) and $12.7M in Q4 ($0.11 per share).

(1)

Manpower Inc. 2009 4th Quarter Results

Other

(26)

Change in Cash

141

337

(39)

Cash Flow Summary - Full Year

2009

2008

Cash from Operations

414

792

Capital Expenditures

(35)

(93)

Free Cash Flow

379

699

Share Repurchases

(125)

Change in Debt

(22)

($ in millions)

Effect of Exchange Rate Changes

(35)

Acquisitions of Businesses,

net of cash acquired

(242)

(227)

Manpower Inc. 2009 4th Quarter Results

2009

Balance Sheet Highlights

Total Debt

($ in millions)

Total Debt to

Total Capitalization

Total Debt

Net Debt

2009

Manpower Inc. 2009 4th Quarter Results

Credit Facilities as of December 31, 2009
($ in millions)

(a)

Effective October 16, 2009, we amended our Revolving Credit Agreement. The amendment reduces the size of the facility from $625M to
$400M and revises covenant levels and pricing. The amended agreement requires, as of December 31, that we comply with a Debt-to-
EBITDA ratio of less than 5.25 to 1 and a fixed charge coverage ratio of greater than 1.25 to 1. As defined in the agreement, we had a Debt-to
-EBITDA ratio of 3.64 and a fixed charge coverage ratio of 1.55 as of December 31, 2009.

On October 16, 2009, we elected to repay the €100M ($143M) borrowing under the agreement and terminated the related interest rate swaps.
There are currently no outstanding borrowings under the agreement.

Interest

Rate

Maturity

Date

Total

Outstanding

Remaining

Available

Euro Notes:

- Euro 200M

4.86%

June 2013

286

- Euro 300M

4.58%

June 2012

429

Revolving Credit Agreement

2.78%

Nov 2012

391

368

Uncommitted lines and Other

Various

Total Debt

757

759

(b)

Total additional borrowings are limited to $334 million due to the Revolving Credit Agreement covenants.

Manpower Inc. 2009 4th Quarter Results

First Quarter Outlook

Revenue

Up 9-11%

(Up 0-2% CC)

Total

Gross Profit Margin

16.8-17.0%

Operating Profit Margin

(0.2) - 0.2%

Tax Rate

40%

EPS

Loss of $0.05-$0.15

(Pos. $.03 Currency)

Americas

Up 17-19%

France

Up 13-15%

(Up 5-7% CC)

Up 8-10%

Asia Pacific

(Down 0-2% CC)

Jefferson Wells

Right Management

Down 18-20%

(Down 23-25% CC)

Down 20-22%

EMEA

(Down 2-4% CC)

Up 7-9%

(Up 13-15% CC)

COMSYS

Acquisition

2010 February

MANPOWER INC.

Strategic Rationale

• Increased capability to service clients’ IT requirements

• Stronger platform in higher growth market

• Enhances business mix, with over 20% of company
revenue now coming from specialty services

• Good cultural fit

Manpower Inc. - COMSYS Acquisition

COMSYS Business Overview

• Third largest IT staffing and managed solutions company
in the U.S. with $650 million in revenue

– Project Management

– Business Analysis

– Network Infrastructure

– Business Intelligence

• National footprint with 52 branches

• Diversified client base across several high growth
industry sectors

Manpower Inc. - COMSYS Acquisition

– Applications Programming and Development

– Quality Assurance and Testing

– Workforce Solutions (RPO and MSP)

Combined Business

• Combined revenue of Manpower Professional and
COMSYS will be over $2.5 billion

• Combined number of contractors on assignment daily
will be over 25,000

• Combined footprint will be 400 offices

• Combined MSP offering will be total flow through dollars
of $3.5 billion

Manpower Inc. - COMSYS Acquisition

(1) Forecast based upon management guidance issued January 6, 2010.

(2) Excludes one-time items.

(1)

(6.0%) (6.3%) (6.8%) (6.0%) (4.0%)

(2)

Acquisition Summary

• Purchase Price: $17.65 per share

• Equity Value:  $378 million, including net settlement
  of stock options, restricted stock and
  warrants

• Debt Retired: $53 million, net debt outstanding as of
January 31, 2010

Manpower Inc. - COMSYS Acquisition

Acquisition Summary

• Consideration: 50% stock / 50% cash,
with option to pay all cash

• Tender Offer: Expected to commence March 2010

• Expected Closing: April 2010

• Approvals: Normal regulatory

Manpower Inc. - COMSYS Acquisition

Acquisition Summary

• Synergies: $20 million (3% of revenue) by 2011

• Tax NOL: $35 million (NPV) tax shelter utilized
over next 10 years

• Integration Costs: $18 million

• EPS Accretive: 10 cents accretive in 2010
excluding intangible amortization

Manpower Inc. - COMSYS Acquisition

Manpower Inc.

Questions?

Answers

exhibit_99-3.htm

Exhibit 99.3

Manpower Inc.

Summary of Restated Results - Annual Earnings

December 31, 2009

(In millions, except per share data)

During the fourth quarter of 2009, we determined that our Other EMEA reportable segment prematurely recognized revenues related to a workforce solutions contract. These revenues were recorded on a cash-basis rather than being deferred and earned over the four-year performance period following the month the services were performed. Accordingly, we have restated our annual and quarterly financial results for 2007, 2008, and the nine months ended September 30, 2009. This restatement has no impact on cash flows and only impacts the timing of when revenues are earned, as total revenues for the contract are expected to remain unchanged. The effects of this restatement on 2009, 2008 and 2007 are as follows:

	Year Ended December 31, 2008
	As
	previously					As
	reported		Adjustment			restated
Revenues from services	$	21,552.8	$	(15.7	)	$	21,537.1
Cost of services		17,450.2					17,450.2
Gross profit		4,102.6		(15.7	)		4,086.9
Selling and administrative expenses		3,430.3					3,430.3
Goodwill and intangible asset impairment charge		163.1					163.1
Selling and administrative expenses		3,593.4					3,593.4
Operating profit		509.2		(15.7	)		493.5
Interest and other expense		50.9					50.9
Earnings before income taxes		458.3		(15.7	)		442.6
Provision for income taxes		239.4		(2.3	)		237.1
Net earnings	$	218.9	$	(13.4	)	$	205.5
Net earnings per share - basic	$	2.78	$	(0.17	)	$	2.61
Net earnings per share - diluted	$	2.75	$	(0.17	)	$	2.58

	Year Ended December 31, 2007
	As
	previously					As
	reported		Adjustment			restated
Revenues from services	$	20,500.3	$	(14.2	)	$	20,486.1
Cost of services		16,651.7					16,651.7
Gross profit		3,848.6		(14.2	)		3,834.4
Selling and administrative expenses		3,023.2					3,023.2
Operating profit		825.4		(14.2	)		811.2
Interest and other expense		34.2					34.2
Earnings before income taxes		791.2		(14.2	)		777.0
Provision for income taxes		306.5		(3.2	)		303.3
Net earnings	$	484.7	$	(11.0	)	$	473.7
Net earnings per share - basic	$	5.83	$	(0.13	)	$	5.70
Net earnings per share - diluted	$	5.73	$	(0.13	)	$	5.60

Manpower Inc.

Summary of Restated Results - Quarterly Earnings

December 31, 2009

(In millions, except per share data)

	2009
	Three Months Ended March 31 (a)									Three Months Ended June 30									Three Months Ended September 30									Nine Months Ended September 30
	As									As									As									As
	previously						As			previously						As			previously						As			previously						As
2009	reported			Adjustment			restated			reported			Adjustment			restated			reported			Adjustment			restated			reported			Adjustment			restated
Revenues from services	$	3,647.1		$	(4.1	)	$	3,643.0		$	3,796.6		$	(3.1	)	$	3,793.5		$	4,192.1		$	(2.5	)	$	4,189.6		$	11,635.8		$	(9.7	)	$	11,626.1
Cost of services		2,977.3						2,977.3			3,101.2						3,101.2			3,485.5						3,485.5			9,564.0						9,564.0
Gross profit		669.8			(4.1	)		665.7			695.4			(3.1	)		692.3			706.6			(2.5	)		704.1			2,071.8			(9.7	)		2,062.1
Selling and administrative expenses		664.3						664.3			673.3						673.3			664.6						664.6			2,002.2						2,002.2
Goodwill and intangible asset impairment charge		-						-			-						-			61.0						61.0			61.0						61.0
Selling and administrative expenses		664.3						664.3			673.3						673.3			725.6						725.6			2,063.2						2,063.2
Operating profit		5.5			(4.1	)		1.4			22.1			(3.1	)		19.0			(19.0	)		(2.5	)		(21.5	)		8.6			(9.7	)		(1.1	)
Interest and other expense		11.9						11.9			10.8						10.8			29.3						29.3			52.0						52.0
(Loss) earnings before income taxes		(6.4	)		(4.1	)		(10.5	)		11.3			(3.1	)		8.2			(48.3	)		(2.5	)		(50.8	)		(43.4	)		(9.7	)		(53.1	)
Provision for income taxes		(8.7	)		-			(8.7	)		(8.0	)		(0.1	)		(8.1	)		2.1			(0.1	)		2.0			(14.6	)		(0.2	)		(14.8	)
Net earnings (loss)	$	2.3		$	(4.1	)	$	(1.8	)	$	19.3		$	(3.0	)	$	16.3		$	(50.4	)	$	(2.4	)	$	(52.8	)	$	(28.8	)	$	(9.5	)	$	(38.3	)
Net earnings per share - basic	$	0.03		$	(0.05	)	$	(0.02	)	$	0.25		$	(0.04	)	$	0.21		$	(0.64	)	$	(0.03	)	$	(0.67	)	$	(0.37	)	$	(0.12	)	$	(0.49	)
Net earnings per share - diluted	$	0.03		$	(0.05	)	$	(0.02	)	$	0.25		$	(0.04	)	$	0.21		$	(0.64	)	$	(0.03	)	$	(0.67	)	$	(0.37	)	$	(0.12	)	$	(0.49	)

(a) For the three months ended March 31, 2009, our net earnings of $2.3 million as previously reported changed to a net loss of $1.8 million as restated. Therefore, the weighted average shares - diluted for the three months ended 2009 changed from 78.3 million to 78.1 million due to the net loss as the assumed exercise price of stock-based awards had an anitdilutive effect and were excluded from the calculation of weighted average shares - diluted.

	2008
	Three Months Ended March 31							Three Months Ended June 30							Three Months Ended September 30									Three Months Ended December 31
	As							As							As									As
	previously					As		previously					As		previously						As			previously					As
2008	reported		Adjustment			restated		reported		Adjustment			restated		reported			Adjustment			restated			reported		Adjustment			restated
Revenues from services	$	5,386.6	$	(5.0	)	$	5,381.6	$	5,904.9	$	(4.2	)	$	5,900.7	$	5,668.4		$	(3.2	)	$	5,665.2		$	4,592.9	$	(3.3	)	$	4,589.6
Cost of services		4,418.9					4,418.9		4,751.3					4,751.3		4,640.8						4,640.8			3,639.2					3,639.2
Gross profit		967.7		(5.0	)		962.7		1,153.6		(4.2	)		1,149.4		1,027.6			(3.2	)		1,024.4			953.7		(3.3	)		950.4
Selling and administrative expenses		835.7					835.7		946.3					946.3		843.5						843.5			804.8					804.8
Goodwill and intangible asset impairment charge		-					-		-					-		163.1						163.1			-					-
Selling and administrative expenses		835.7					835.7		946.3					946.3		1,006.6						1,006.6			804.8					804.8
Operating profit		132.0		(5.0	)		127.0		207.3		(4.2	)		203.1		21.0			(3.2	)		17.8			148.9		(3.3	)		145.6
Interest and other expense		11.3					11.3		13.9					13.9		13.4						13.4			12.3					12.3
Earnings before income taxes		120.7		(5.0	)		115.7		193.4		(4.2	)		189.2		7.6			(3.2	)		4.4			136.6		(3.3	)		133.3
Provision for income taxes		45.2		(1.1	)		44.1		86.0		(0.8	)		85.2		50.8			(0.3	)		50.5			57.4		(0.1	)		57.3
Net earnings (loss)	$	75.5	$	(3.9	)	$	71.6	$	107.4	$	(3.4	)	$	104.0	$	(43.2	)	$	(2.9	)	$	(46.1	)	$	79.2	$	(3.2	)	$	76.0
Net earnings per share - basic	$	0.95	$	(0.05	)	$	0.90	$	1.36	$	(0.05	)	$	1.31	$	(0.55	)	$	(0.04	)	$	(0.59	)	$	1.02	$	(0.04	)	$	0.98
Net earnings per share - diluted	$	0.94	$	(0.05	)	$	0.89	$	1.34	$	(0.04	)	$	1.30	$	(0.55	)	$	(0.04	)	$	(0.59	)	$	1.01	$	(0.04	)	$	0.97

	2007
	Three Months Ended March 31							Three Months Ended June 30							Three Months Ended September 30							Three Months Ended December 31
	As							As							As							As
	previously					As		previously					As		previously					As		previously					As
2007	reported		Adjustment			restated		reported		Adjustment			restated		reported		Adjustment			restated		reported		Adjustment			restated
Revenues from services	$	4,535.6	$	(2.9	)	$	4,532.7	$	5,034.4	$	(3.8	)	$	5,030.6	$	5,295.4	$	(3.6	)	$	5,291.8	$	5,634.9	$	(3.9	)	$	5,631.0
Cost of services		3,735.6					3,735.6		4,010.3					4,010.3		4,321.0					4,321.0		4,584.8					4,584.8
Gross profit		800.0		(2.9	)		797.1		1,024.1		(3.8	)		1,020.3		974.4		(3.6	)		970.8		1,050.1		(3.9	)		1,046.2
Selling and administrative expenses		696.7					696.7		747.1					747.1		752.5					752.5		826.9					826.9
Operating profit		103.3		(2.9	)		100.4		277.0		(3.8	)		273.2		221.9		(3.6	)		218.3		223.2		(3.9	)		219.3
Interest and other expense		9.6					9.6		7.7					7.7		9.1					9.1		7.8					7.8
Earnings before income taxes		93.7		(2.9	)		90.8		269.3		(3.8	)		265.5		212.8		(3.6	)		209.2		215.4		(3.9	)		211.5
Provision for income taxes		34.2		(0.7	)		33.5		108.9		(0.9	)		108.0		81.1		(0.8	)		80.3		82.3		(0.8	)		81.5
Net earnings	$	59.5	$	(2.2	)	$	57.3	$	160.4	$	(2.9	)	$	157.5	$	131.7	$	(2.8	)	$	128.9	$	133.1	$	(3.1	)	$	130.0
Net earnings per share - basic	$	0.70	$	(0.03	)	$	0.67	$	1.90	$	(0.03	)	$	1.87	$	1.59	$	(0.03	)	$	1.56	$	1.65	$	(0.04	)	$	1.61
Net earnings per share - diluted	$	0.69	$	(0.03	)	$	0.66	$	1.86	$	(0.03	)	$	1.83	$	1.57	$	(0.04	)	$	1.53	$	1.63	$	(0.04	)	$	1.59

Manpower Inc.

Summary of Restated Results - Consolidated Balance Sheets

December 31, 2009

(In millions)

	2008									2007
	As									As
	previously						As			previously						As
December 31	reported			Adjustment			restated			reported			Adjustment			restated
ASSETS
Current Assets
Cash and cash equivalents	$	874.0					$	874.0		$	537.5					$	537.5
Accounts receivable, less allowance for doubtful accounts		3,629.7						3,629.7			4,478.8						4,478.8
Prepaid expenses and other assets		119.9						119.9			122.2						122.2
Future income tax benefits		66.5						66.5			76.3						76.3
Total current assets		4,690.1			-			4,690.1			5,214.8			-			5,214.8
Other Assets
Goodwill		972.9						972.9			1,045.9						1,045.9
Intangible assets, less accumulated amortization		415.2						415.2			364.8						364.8
Other assets		326.6			4.0			330.6			377.7			2.5			380.2
Total other assets		1,714.7			4.0			1,718.7			1,788.4			2.5			1,790.9
Property and Equipment
Land, buildings, leasehold improvements and equipment		744.0						744.0			760.8						760.8
Less: accumulated depreciation and amortization		530.6						530.6			539.6						539.6
Net property and equipment		213.4			-			213.4			221.2			-			221.2
Total assets	$	6,618.2		$	4.0		$	6,622.2		$	7,224.4		$	2.5		$	7,226.9
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	903.2		$	(6.9	)	$	896.3		$	1,014.4		$	(3.4	)	$	1,011.0
Employee compensation payable		213.2						213.2			213.6						213.6
Accrued liabilities		577.9			7.8			585.7			679.4			6.5			685.9
Accrued payroll taxes and insurance		617.5						617.5			724.7						724.7
Value added taxes payable		479.2						479.2			583.7						583.7
Short-term borrowings and current maturities of long-term debt		115.6						115.6			39.7						39.7
Total current liabilities		2,906.6			0.9			2,907.5			3,255.5			3.1			3,258.6
Other Liabilities
Long-term debt		837.3						837.3			874.8						874.8
Other long-term liabilities		390.5			27.5			418.0			424.8			10.4			435.2
Total other liabilities		1,227.8			27.5			1,255.3			1,299.6			10.4			1,310.0
Shareholders' Equity
Preferred stock		-						-			-						-
Common stock		1.0						1.0			1.0						1.0
Capital in excess of par value		2,514.8						2,514.8			2,481.8						2,481.8
Retained earnings		1,201.2			(24.4	)		1,176.8			1,040.3			(11.0	)		1,029.3
Accumulated other comprehensive income (loss)		(8.9	)					(8.9	)		257.6						257.6
Treasury stock at cost		(1,224.3	)					(1,224.3	)		(1,111.4	)					(1,111.4	)
Total shareholders' equity		2,483.8			(24.4	)		2,459.4			2,669.3			(11.0	)		2,658.3
Total liabilities and shareholders' equity	$	6,618.2		$	4.0		$	6,622.2		$	7,224.4		$	2.5		$	7,226.9

Manpower Inc.

Summary of Restated Results - Consolidated Statements of Cash Flows

December 31, 2009

(In millions)

	2008									2007
	As									As
	previously						As			previously						As
Year Ended December 31	reported			Adjustment			restated			reported			Adjustment			restated
Cash Flows from Operating Activities
Net earnings	$	218.9		$	(13.4	)	$	205.5		$	484.7		$	(11.0	)	$	473.7
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		107.1						107.1			99.0						99.0
Non-cash goodwill and intangible impairment charge		163.1						163.1			-						-
Deferred income taxes		(30.5	)		(1.5	)		(32.0	)		25.4			(2.5	)		22.9
Provision for doubtful accounts		23.4						23.4			21.8						21.8
Share-based compensation		21.1						21.1			26.0						26.0
Excess tax benefit on exercise of stock options		(0.5	)					(0.5	)		(4.6	)					(4.6	)
Change in operating assets and liabilities, excluding the impact of acquisitions:
Accounts receivable		575.0			-			575.0			(316.0	)		-			(316.0	)
Other assets		2.9						2.9			(3.5	)		-			(3.5	)
Other liabilities		(288.5	)		14.9			(273.6	)		99.4			13.5			112.9
Cash provided by operating activities		792.0			-			792.0			432.2			-			432.2
Cash Flows from Investing Activities
Capital expenditures		(93.1	)					(93.1	)		(91.6	)					(91.6	)
Acquisitions of businesses, net of cash acquired		(242.0	)					(242.0	)		(122.8	)					(122.8	)
Proceeds from the sale of property and equipment		5.9						5.9			12.9						12.9
Cash (used) provided by investing activities		(329.2	)					(329.2	)		201.5						201.5
Cash Flows from Financing Activities
Net change in short-term borrowings		16.0						16.0			6.1						6.1
Proceeds from long-term debt		233.7						233.7			1.0						1.0
Repayments of long-term debt		(170.7	)					(170.7	)		(2.2	)					(2.2	)
Proceeds from stock option and purchase plans		12.2						12.2			35.0						35.0
Excess tax benefit on exercise of stock options		0.5						0.5			4.6						4.6
Repurchases of common stock		(125.4	)					(125.4	)		(419.2	)					(419.2	)
Dividends paid		(58.1	)					(58.1	)		(57.1	)					(57.1	)
Cash used by financing activities		(91.8	)					(91.8	)		(431.8	)					(431.8	)
Effect of exchange rate changes on cash		(34.5	)					(34.5	)		50.7						50.7
Net increase (decrease) in cash and cash equivalents		336.5						336.5			(150.4	)					(150.4	)
Cash and cash equivalents, beginning of year		537.5						537.5			687.9						687.9
Cash and cash equivalents, end of year	$	874.0					$	874.0		$	537.5					$	537.5
Supplemental Cash Flow Information
Interest paid	$	64.8					$	64.8		$	50.5					$	50.5
Income taxes paid	$	293.5					$	293.5		$	248.5					$	248.5