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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, 2011

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, 2011, we issued a press release announcing our results of operations for the three months and year ended December 31, 2010. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

During the fourth quarter of 2010, our segment reporting was realigned due to our Jefferson Wells business being combined with our Professional Finance and Accounting vertical within the United States. Accordingly, our former reportable segment, Jefferson Wells, is now reported within our United States operating segment as part of the Americas reportable segment. All previously reported results have been restated to conform to the current year presentation. Attached hereto as Exhibit 99.3 is our Operating Unit Results since January 1, 2008, revised to conform to the current year presentation.

Item 9.01. Exhibits.

Exhibit No.		Description
	99.1	Press Release dated February 2, 2011
	99.2	Presentation materials for February 2, 2011 conference call
	99.3	Operating Unit Results reflecting the restatement of segment 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, 2011	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, 2011
	99.2	Presentation materials for February 2, 2011 conference call
	99.3	Operating Unit Results reflecting the restatement of segment 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 2010 Results

MILWAUKEE, WI, USA, February 2, 2011 – Manpower Inc. (NYSE: MAN) today reported a net loss of $4.29 per diluted share for the three months ended December 31, 2010 compared to net earnings of 37 cents in the prior year period. The net loss in the quarter was $350.4 million compared to net earnings of $29.1 million a year earlier. Revenues for the fourth quarter totaled $5.2 billion, an increase of 18 percent from the year earlier period, or an increase of 22 percent in constant currency.

Included in the fourth quarter results is a non-cash goodwill and intangible asset impairment charge of $428.8 million ($384.3 million after tax, or $4.70 per diluted share) and a reorganization charge, primarily related to office consolidations and severance costs, of $30.5 million ($20.6 million after tax or 25 cents per diluted share). Excluding the impairment and reorganization charges, earnings per diluted share was 66 cents. Net earnings in the fourth quarter were unfavorably impacted by 2 cents per diluted share, as foreign currencies were relatively weaker compared to the prior year period.

Jeffrey A. Joerres, Manpower Inc. Chairman and CEO, said, “2010 was a very strong year for us and the fourth quarter was no different. Our revenue growth in all geographies remains robust and we continue to leverage our office structure to drive profitability. Europe performed exceptionally, as did our IT staffing. We also experienced strong trends in our solutions offerings.

“We move into 2011 with much more confidence, a more complete set of solutions and a stronger organization. We are optimistic for a successful 2011.

“We are anticipating the first quarter of 2011 diluted earnings per share to be in the range of 26 cents to 34 cents with a negligible impact from currency.”

Net earnings per diluted share for the year ended December 31, 2010 was a loss of $3.26 compared to a loss of 12 cents per diluted share in 2009. Net earnings were a loss of $263.6 million compared to a loss of $9.2 million in the prior year. Revenues for the year were $18.9 billion, an increase of 18 percent from the prior year, or 19 percent in constant currency.

Earnings per diluted share for the full year 2010 include the fourth quarter goodwill and intangible asset impairment charge and reorganization costs discussed above ($4.98 per diluted share for the year). Additionally, 2010 results were unfavorably impacted by 4 cents per diluted share due to changes in foreign currencies compared to the prior year. Included in the full year 2009 results is 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.

In conjunction with its fourth quarter earnings release, Manpower will broadcast its conference call live over the Internet on February 2, 2011 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 innovative workforce solutions; creating and delivering services that enable its clients to win in the changing world of work. With over 62 years’ experience, Manpower offers employers a range of services and solutions 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 nearly 4,000 offices in 82 countries and territories is the world’s largest in the industry and enables the company to meet the needs of its 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 a nd cost-reduction across their 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 about 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, 2009, 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
	2010			2009		Reported			Currency
	(Unaudited)
Revenues from services (a)	$	5,209.6		$	4,412.6		18.1	%		22.1	%
Cost of services		4,303.9			3,656.5		17.7	%		21.8	%
Gross profit		905.7			756.1		19.8	%		23.5	%
Selling and administrative expenses, excluding impairment charges		819.5			713.3		14.9	%		18.1	%
Goodwill and intangible asset impairment charges (b)		428.8			-		N/A			N/A
Selling and administrative expenses		1,248.3			713.3		75.0	%		78.2	%
Operating (loss) profit		(342.6	)		42.8		N/A			N/A
Interest and other expenses		10.0			12.6		-20.7	%
(Loss) earnings before income taxes		(352.6	)		30.2		N/A			N/A
Provision for income taxes		(2.2	)		1.1		N/A
Net (loss) earnings	$	(350.4	)	$	29.1		N/A			N/A
Net (loss) earnings per share - basic	$	(4.29	)	$	0.37		N/A
Net (loss) earnings per share - diluted	$	(4.29	)	$	0.37		N/A			N/A
Weighted average shares - basic		81.6			78.5		4.0	%
Weighted average shares - diluted		81.6			79.7		2.5	%

(a) Revenues from services include fees received from our franchise offices of $6.4 million and $5.7 million for the three months ended December 31, 2010 and 2009, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $263.5 million and $213.4 million for the three months ended December 31, 2010 and 2009, respectively.

(b) The goodwill and intangible asset impairment charges for the three months ended December 31, 2010 relate to our investments in Right Management and Jefferson Wells. The impact on net earnings is $384.3 million, or $4.70 per diluted share.

Manpower Inc.
Operating Unit Results
(In millions)

	Three Months Ended December 31
							% Variance
							Amount			Constant
	2010			2009			Reported			Currency
	(Unaudited)
Revenues from Services: (a)
Americas:
United States (b)	$	777.1		$	479.0			62.2	%		62.2	%
Other Americas		347.8			283.9			22.5	%		19.5	%
		1,124.9			762.9			47.5	%		46.3	%

France		1,433.6			1,304.4			9.9	%		19.5	%
EMEA:
Italy		294.1			269.3			9.2	%		18.8	%
Other EMEA		1,681.7			1,477.7			13.8	%		19.2	%
		1,975.8			1,747.0			13.1	%		19.1	%
Asia Pacific		588.3			468.7			25.5	%		16.5	%
Right Management		87.0			129.6			-32.9	%		-32.4	%
	$	5,209.6		$	4,412.6			18.1	%		22.1	%

Operating Unit Profit (Loss) (c):
Americas:
United States (b)	$	14.1		$	(7.7	)		N/A			N/A
Other Americas		10.0			5.9			67.9	%		63.9	%
		24.1			(1.8	)		N/A			N/A

France		12.0			5.0			138.0	%		156.7	%
EMEA:
Italy		15.8			11.1			43.2	%		55.6	%
Other EMEA		65.8			26.5			146.9	%		157.6	%
		81.6			37.6			116.5	%		127.6	%
Asia Pacific		9.6			6.9			42.0	%		32.4	%
Right Management		(16.8	)		20.8			N/A			N/A
		110.5			68.5
Corporate expenses		(30.8	)		(20.8	)
Goodwill and intangible asset impairment charges		(428.8	)		-
Intangible asset amortization expense (c)		(11.2	)		(4.9	)
Reclassification of French business tax		17.7			-
Operating (loss) profit		(342.6	)		42.8			N/A			N/A
Interest and other expenses (d)		(10.0	)		(12.6	)
(Loss) earnings before income taxes	$	(352.6	)	$	30.2

(a) During the fourth quarter of 2010, our segment reporting was realigned due to our Jefferson Wells business being combined with our Professional Finance and Accounting vertical within the United States. Accordingly, our former reportable segment, Jefferson Wells, is now reported within our United States operating segment as part of the Americas reportable segment. All previously reported results have been restated to conform to the current year presentation.

(b) The United States results include the results of COMSYS IT Partners, Inc., which was acquired on April 5, 2010. United States revenues from services include fees received from our franchise offices of $3.8 million and $3.1 million for the three months ended December 31, 2010 and 2009, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $165.0 million and $135.6 million for the three months ended December 31, 2010 and 2009, respectively.

(c) During the third quarter of 2010, we redefined Operating Unit Profit (Loss) to exclude intangible asset amortization. Therefore, these costs are no longer included as operating costs within the reportable segments and Corporate Expenses, and all intangible asset amortization expense is now shown separately. All previously reported results have been restated to conform to the current year presentation.

(d) The components of interest and other expenses were:
		2010			2009
Interest expense	$	10.1		$	13.2
Interest income		(2.0	)		(2.4	)
Foreign exchange loss (gain)		0.8			(0.1	)
Miscellaneous expenses, net		1.1			1.9
	$	10.0		$	12.6

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

	Year Ended December 31
							% Variance
							Amount			Constant
	2010			2009			Reported			Currency
	(Unaudited)
Revenues from services (a)	$	18,866.5		$	16,038.7			17.6	%		19.2	%
Cost of services		15,621.1			13,220.5			18.2	%		19.8	%
Gross profit		3,245.4			2,818.2			15.2	%		16.4	%
Selling and administrative expenses, excluding impairment charges		2,938.6			2,715.5			8.2	%		9.1	%
Goodwill and intangible asset impairment charges (b)		428.8			61.0			602.9	%		602.9	%
Selling and administrative expenses		3,367.4			2,776.5			21.3	%		22.1	%
Operating (loss) profit		(122.0	)		41.7			N/A			N/A
Interest and other expenses		43.2			64.6			-33.1	%
Loss before income taxes		(165.2	)		(22.9	)		N/A			N/A
Provision for income taxes		98.4			(13.7	)		N/A
Net loss	$	(263.6	)	$	(9.2	)		N/A			N/A
Net loss per share - basic	$	(3.26	)	$	(0.12	)		N/A
Net loss per share - diluted	$	(3.26	)	$	(0.12	)		N/A			N/A
Weighted average shares - basic		81.0			78.3			3.4	%
Weighted average shares - diluted		81.0			78.3			3.4	%

(a) Revenues from services include fees received from our franchise offices of $23.6 million and $22.3 million for the years ended December 31, 2010 and 2009, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $968.0 million and $746.7 million for the years ended December 31, 2010 and 2009, respectively.

(b) The goodwill and intangible asset impairment charges for the year ended December 31, 2010 relate to our investments in Right Management and Jefferson Wells. The goodwill impairment charge for the year ended December 31, 2009 relates to our investment in Jefferson Wells. The impact on net earnings is $384.3 million and $61.0 million, or $4.73 and $0.78 per diluted share, for the years ended December 31, 2010 and 2009, respectively.

Manpower Inc.
Operating Unit Results
(In millions)

	Year Ended December 31
							% Variance
							Amount			Constant
	2010			2009			Reported			Currency
	(Unaudited)
Revenues from Services: (a)
Americas:
United States (b)	$	2,783.4		$	1,786.0			55.8	%		55.8	%
Other Americas		1,265.5			967.3			30.8	%		24.4	%
		4,048.9			2,753.3			47.1	%		44.8	%

France		5,208.6			4,675.5			11.4	%		18.0	%
EMEA:
Italy		1,044.2			950.8			9.8	%		16.0	%
Other EMEA		6,043.0			5,371.7			12.5	%		14.6	%
		7,087.2			6,322.5			12.1	%		14.8	%
Asia Pacific		2,147.2			1,728.0			24.3	%		14.5	%
Right Management		374.6			559.4			-33.0	%		-33.8	%
	$	18,866.5		$	16,038.7			17.6	%		19.2	%

Operating Unit Profit (Loss) (c):
Americas:
United States (b)	$	42.8		$	(41.4	)		N/A			N/A
Other Americas		36.5			20.1			81.4	%		72.9	%
		79.3			(21.3	)		N/A			N/A

France		47.1			20.8			126.4	%		150.1	%
EMEA:
Italy		47.5			27.9			70.2	%		82.1	%
Other EMEA		157.4			34.7			353.0	%		368.0	%
		204.9			62.6			227.0	%		240.7	%
Asia Pacific		47.2			26.5			78.4	%		63.6	%
Right Management		3.5			113.4			-96.9	%		-98.0	%
		382.0			202.0
Corporate expenses		(101.2	)		(77.4	)
Goodwill and intangible asset impairment charges		(428.8	)		(61.0	)
Intangible asset amortization expense (c)		(39.3	)		(21.9	)
Reclassification of French business tax		65.3			-
Operating (loss) profit		(122.0	)		41.7			N/A			N/A
Interest and other expenses (d)		(43.2	)		(64.6	)
Loss before income taxes	$	(165.2	)	$	(22.9	)

(a) During the fourth quarter of 2010, our segment reporting was realigned due to our Jefferson Wells business being combined with our Professional Finance and Accounting vertical within the United States. Accordingly, our former reportable segment, Jefferson Wells, is now reported within our United States operating segment as part of the Americas reportable segment. All previously reported results have been restated to conform to the current year presentation.

(b) The United States results include the results of COMSYS IT Partners, Inc., which was acquired on April 5, 2010. United States, revenues from services include fees received from our franchise offices of $13.7 million and $10.5 million for the years ended December 31, 2010 and 2009, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $622.0 million and $459.3 million for the years ended December 31, 2010 and 2009, respectively.

(c) During the third quarter of 2010, we redefined Operating Unit Profit (Loss) to exclude intangible asset amortization. Therefore, these costs are no longer included as operating costs within the reportable segments and Corporate Expenses, and all intangible asset amortization expense is now shown separately. All previously reported results have been restated to conform to the current year presentation.

(d) The components of interest and other expenses were:
		2010			2009
Interest expense	$	43.7		$	61.7
Interest income		(6.2	)		(11.7	)
Foreign exchange losses		3.3			0.8
Miscellaneous expenses, net		2.4			3.5
Loss from sale of an equity investment		-			10.3
	$	43.2		$	64.6

Manpower Inc.
Consolidated Balance Sheets
(In millions)

	Dec. 31			Dec. 31
	2010			2009
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	772.6		$	1,014.6
Accounts receivable, net		3,844.1			3,070.8
Prepaid expenses and other assets		197.6			179.6
Future income tax benefits		59.7			67.4
Total current assets		4,874.0			4,332.4
Other assets:
Goodwill and other intangible assets, net		1,330.3			1,357.5
Other assets		355.1			347.5
Total other assets		1,685.4			1,705.0
Property and equipment:
Land, buildings, leasehold improvements and equipment		688.8			703.6
Less: accumulated depreciation and amortization		518.5			527.2
Net property and equipment		170.3			176.4
Total assets	$	6,729.7		$	6,213.8
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,313.9		$	944.4
Employee compensation payable		240.2			187.8
Accrued liabilities		547.4			465.9
Accrued payroll taxes and insurance		677.7			572.0
Value added taxes payable		482.2			391.2
Short-term borrowings and current maturities of long-term debt		28.7			41.7
Total current liabilities		3,290.1			2,603.0
Other liabilities:
Long-term debt		669.3			715.6
Other long-term liabilities		373.1			358.7
Total other liabilities		1,042.4			1,074.3
Shareholders' equity:
Common stock		1.1			1.0
Capital in excess of par value		2,781.7			2,544.2
Retained earnings		785.2			1,109.6
Accumulated other comprehensive income		87.0			106.9
Treasury stock, at cost		(1,257.8	)		(1,225.2	)
Total shareholders' equity		2,397.2			2,536.5
Total liabilities and shareholders' equity	$	6,729.7		$	6,213.8

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

	Year Ended
	December 31
	2010			2009
	(Unaudited)
Cash Flows from Operating Activities:
Net loss	$	(263.6	)	$	(9.2	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		110.1			97.2
Non-cash goodwill and intangible asset impairment		428.8			61.0
Deferred income taxes		(68.5	)		(29.2	)
Provision for doubtful accounts		28.9			27.8
Loss from sale of an equity investment		-			10.3
Share-based compensation		24.1			17.5
Excess tax benefit on exercise of stock options		(1.3	)		(0.5	)
Changes in operating assets and liabilities, excluding the impact of acquisitions:
Accounts receivable		(708.1	)		663.6
Other assets		9.9			(71.5	)
Other liabilities		621.8			(352.7	)
Cash provided by operating activities		182.1			414.3
Cash Flows from Investing Activities:
Capital expenditures		(58.5	)		(35.1	)
Acquisitions of businesses, net of cash acquired		(270.0	)		(21.6	)
Proceeds from sale of an equity investment		-			13.3
Proceeds from sales of property and equipment		4.9			3.6
Cash used in investing activities		(323.6	)		(39.8	)
Cash Flows from Financing Activities:
Net change in short-term borrowings		(15.6	)		(14.6	)
Proceeds from long-term debt		1.8			146.5
Repayments of long-term debt		(1.1	)		(359.3	)
Proceeds from share-based awards		27.1			14.2
Excess tax benefit on exercise of stock options		1.3			0.5
Repurchases of common stock		(34.8	)		-
Dividends paid		(60.8	)		(58.0	)
Cash used in financing activities		(82.1	)		(270.7	)
Effect of exchange rate changes on cash		(18.4	)		36.8
Change in cash and cash equivalents		(242.0	)		140.6
Cash and cash equivalents, beginning of period		1,014.6			874.0
Cash and cash equivalents, end of period	$	772.6		$	1,014.6

exhibit_99-2.htm

Exhibit 99.2

2011 February 2

2010 4th Quarter

Manpower Inc.

Manpower Inc. 2010 4th Quarter Results

February 2011

This presentation includes forward-looking
statements, including earnings projections
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, 2009, 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.

Forward-Looking Statement

Manpower Inc. 2010 4th Quarter Results

February 2011

42% CC

N/A

18%

22% CC

760 bps

Operating Loss ($343M)

OP Margin (6.6%)

Revenue $5.2B

Gross Margin 17.4%

EPS ($4.29)

30 bps

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

Excluding

Non-recurring
Items

Reported

(1)

(1) Excludes non-recurring items for 2010 as set forth on page 4, and reorganization expenses in 2009.

18%

22% CC

30 bps

110%

122% CC

100 bps

38%

N/A

Manpower Inc. 2010 4th Quarter Results

February 2011

Q4 Non-Recurring Items
($ in millions, except per share amounts)

(1) Includes reorganization charges for Jefferson Wells ($6.1M), France ($7.6M) and Right Management ($16.8M).

(2) Includes goodwill and intangible asset impairment charges for Jefferson Wells ($32.9M) and Right Management
($395.9M).

Manpower Inc. 2010 4th Quarter Results

February 2011

Consolidated Gross Margin Change

Manpower Inc. 2010 4th Quarter Results

February 2011

SG&A Expense Sequential Bridge - Q4 vs. Q3

(in millions of USD)

Manpower Inc. 2010 4th Quarter Results

February 2011

46% CC

Americas Segment
(22% of Revenue)

Q4 Financial Highlights

47%

OUP Margin

2.1%

280 bps

Revenue

$1.1B

OUP

$24M

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.

(1) Included in these amounts is the US, which had revenue of $777M (+62%) and OUP of $14M. On an
organic basis, US revenue was $563M and OUP was $4M. Included in the US is Jefferson Wells, which
had revenue of $44M and OUP of -$9M, including $6.1M of reorganization charges.

(2) On an organic basis, Americas revenue increased 19% in USD (18% in CC).

(3) Excludes the impact of the reorganization charges of $6.1M in 2010 and $1.1M in 2009.

(1)

N/A

46% CC

47%

230 bps

(2)

Excluding

Non-recurring
Items

Reported

(3)

N/A

Manpower Inc. 2010 4th Quarter Results

February 2011

Americas - Q4 Revenue Growth YoY

Revenue Growth - CC

Revenue Growth

% of Segment

Revenue

69%

11%

14%

(1) On an organic basis, US revenue (including Jefferson Wells) was $563M (+18%).

(1)

Manpower Inc. 2010 4th Quarter Results

February 2011

France Segment
(27% of Revenue)

19% CC

Q4 Financial Highlights

10%

OUP Margin

0.8%

70 bps

Revenue

$1.4B

OUP

$12M

19% CC

10%

40 bps

Excluding

Non-recurring
Items

Reported

157% CC

138%

119% CC

101%

(1) Excludes the impact of $7.6M of reorganization charges in 2010, and $4.7M of reorganization charges in
2009.

(1)

Manpower Inc. 2010 4th Quarter Results

February 2011

EMEA Segment
(38% of Revenue)

19% CC

Q4 Financial Highlights

13%

OUP Margin

4.1%

160 bps

Revenue

$2.0B

OUP

$82M

19% CC

13%

190 bps

Excluding

Non-recurring
Items

Reported

128% CC

116%

95% CC

85%

(1) Excludes the impact of the reorganization charges of $6.4M in 2009.

(1)

Manpower Inc. 2010 4th Quarter Results

February 2011

EMEA - Q4 Revenue Growth YoY

Revenue Growth - CC

Revenue Growth

Manpower Inc. 2010 4th Quarter Results

February 2011

Asia Pacific Segment
(11% of Revenue)

16% CC

Q4 Financial Highlights

26%

OUP Margin

1.7%

10 bps

Revenue

$588M

OUP

$10M

16% CC

26%

20 bps

Excluding

Non-recurring
Items

Reported

32% CC

42%

25% CC

34%

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

(1)

Manpower Inc. 2010 4th Quarter Results

February 2011

Asia Pacific - Q4 Revenue Growth YoY

Revenue Growth - CC

Revenue Growth

% of Segment

Revenue

47%

29%

24%

Manpower Inc. 2010 4th Quarter Results

February 2011

Right Management Segment
(2% of Revenue)

32% CC

Q4 Financial Highlights

33%

OUP Margin

(19%)

1600 bps

Revenue

$87M

OUP

($17M)

32% CC

33%

3540 bps

Excluding

Non-recurring
Items

Reported

N/A

(1) Excludes the impact of the reorganization charges of $16.8M in 2010.

(1)

N/A

Manpower Inc. 2010 4th Quarter Results

February 2011

Cash Flow Summary - Full Year

2010

2009

Cash from Operations

182

414

Capital Expenditures

(58)

(35)

Free Cash Flow

124

379

($ in millions)

Other

(28)

Change in Cash

(242)

141

(26)

Change in Debt

(270)

(227)

Effect of Exchange Rate Changes

(18)

Acquisitions of Businesses,

net of cash acquired

(22)

(15)

Share Repurchases

(35)

Manpower Inc. 2010 4th Quarter Results

February 2011

Balance Sheet Highlights

Total Debt

($ in millions)

Total Debt to

Total Capitalization

Total Debt

Net Debt

2010

Manpower Inc. 2010 4th Quarter Results

February 2011

(b)

Credit Facilities as of December 31, 2010
($ in millions)

(a)

This $400M 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 1.60 and a fixed charge coverage
ratio of 2.41 as of December 31, 2010. As of December 31, there were $2.2M of standby letters of credit issued under the agreement.

Represents subsidiary uncommitted lines of credit & overdraft facilities, which total $395.7M. 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:

- Euro 200M

4.86%

Jun 2013

267

- Euro 300M

4.58%

Jun 2012

401

Revolving Credit Agreement

2.81%

Nov 2012

398

368

Uncommitted lines and Other

Various

Total Debt

698

766

Manpower Inc. 2010 4th Quarter Results

February 2011

First Quarter Outlook

Revenue

Americas

Up 39-41% in constant currency

France

Up 16-18% in constant currency

Up 8-10% in constant currency

Asia Pacific

Right Management

Down 21-23% in constant currency

Up 18-20% in constant currency

Total

Gross Profit Margin

17.0-17.2%

Operating Profit Margin

1.3-1.5%

Tax Rate

56% (39% excl. reclassification of
France business tax)

EPS

$0.26-$0.34

EMEA

Up 15-17% in constant currency

Manpower Inc. 2010 4th Quarter Results

February 2011

Strategic Priorities

To achieve our vision, better service our clients and candidates, and differentiate
ourselves from our competition, the Manpower group of companies will focus on:

Manpower Experience

• Candidate Experience

• Client Experience

Digital Strategy

• Direct Talent

• Direct Office

• Direct Time

Professional

• ICT, Engineering, Finance and
Accounting, Healthcare

• Go-to-Market Strategy

• Enhanced Business Model

New Services & Sectors

• Manpower Business Solutions

-RPO (Recruitment Process Outsourcing)

-MSP (Managed Service Provider)

-TBO (Task Based Outsourcing)

-BTS (Borderless Talent Solutions)

• Workforce Strategy

• Government Sector

Manpower Inc. 2010 4th Quarter Results

February 2011

Questions?

Answers

exhibit_99-3.htm

Exhibit 99.3

Manpower Inc.
Restated Operating Unit Results
(In millions)

During the fourth quarter of 2010, our segment reporting was realigned due to our Jefferson Wells business being combined with our Professional Finance and Accounting vertical within the United States. Accordingly, our former reportable segment, Jefferson Wells, is now reported within our United States operating segment as part of the Americas reportable segment. All previously reported results have been restated to conform to the current year presentation.


	Three Months Ended March 31												Three Months Ended June 30
							% Variance												% Variance
							Amount			Constant									Amount			Constant
	2010			2009			Reported			Currency			2010			2009			Reported			Currency
	(Unaudited)												(Unaudited)
Revenues from Services:
Americas:
United States	$	482.7		$	426.5			13.2	%		13.2	%	$	726.6		$	422.4			72.0	%		72.0	%
Other Americas		294.5			219.2			34.4	%		22.8	%		306.1			220.7			38.6	%		30.9	%
		777.2			645.7			20.4	%		16.4	%		1,032.7			643.1			60.6	%		57.9	%

France		1,107.5			956.9			15.7	%		9.3	%		1,255.9			1,100.1			14.2	%		22.6	%
EMEA:
Italy		234.2			220.4			6.3	%		0.4	%		258.8			230.1			12.5	%		20.6	%
Other EMEA		1,379.6			1,258.8			9.6	%		0.4	%		1,433.7			1,255.9			14.2	%		18.0	%
		1,613.8			1,479.2			9.1	%		0.4	%		1,692.5			1,486.0			13.9	%		18.4	%
Asia Pacific		497.5			425.2			17.0	%		5.3	%		505.7			406.2			24.5	%		15.4	%
Right Management		103.3			136.0			-24.0	%		-27.9	%		98.8			158.1			-37.5	%		-37.8	%
	$	4,099.3		$	3,643.0			12.5	%		5.1	%	$	4,585.6		$	3,793.5			20.9	%		23.7	%

Operating Unit Profit (Loss):
Americas:
United States	$	(11.9	)	$	(20.5	)		N/A			N/A		$	14.7		$	(14.3	)		N/A			N/A
Other Americas		9.6			4.8			101.6	%		87.6	%		8.7			3.9			122.3	%		110.7	%
		(2.3	)		(15.7	)		N/A			N/A			23.4			(10.4	)		N/A			N/A

France		0.2			1.0			-83.9	%		-69.7	%		9.9			4.2			139.8	%		168.6	%
EMEA:
Italy		6.8			1.4			384.9	%		361.8	%		13.5			6.8			99.4	%		115.2	%
Other EMEA		18.1			(2.2	)		N/A			N/A			30.5			(5.6	)		N/A			N/A
		24.9			(0.8	)		N/A			N/A			44.0			1.2			N/A			N/A
Asia Pacific		12.5			12.1			3.6	%		-9.3	%		12.0			3.5			237.3	%		215.1	%
Right Management		12.5			29.1			-56.9	%		-58.1	%		7.8			42.3			-81.5	%		-81.7	%
		47.8			25.7									97.1			40.8
Corporate expenses		(24.0	)		(19.0	)								(22.8	)		(16.5	)
Intangible asset amortization expense		(4.9	)		(5.3	)								(11.6	)		(5.3	)
Reclassification of French business tax		13.7			-									16.4			-
Operating profit		32.6			1.4			N/A			N/A			79.1			19.0			314.9	%		331.0	%
Interest and other expenses		(12.9	)		(11.9	)								(11.9	)		(10.8	)
Earnings (loss) before income taxes	$	19.7		$	(10.5	)							$	67.2		$	8.2

													Six Months Ended June 30
																			% Variance
																			Amount			Constant
													2010			2009			Reported			Currency
													(Unaudited)
Revenues from Services:
Americas:
United States													$	1,209.3		$	848.9			42.4	%		42.4	%
Other Americas														600.6			439.9			36.5	%		26.9	%
														1,809.9			1,288.8			40.4	%		37.1	%

France														2,363.4			2,057.0			14.9	%		16.4	%
EMEA:
Italy														493.0			450.5			9.4	%		10.7	%
Other EMEA														2,813.3			2,514.7			11.9	%		9.2	%
														3,306.3			2,965.2			11.5	%		9.4	%
Asia Pacific														1,003.2			831.4			20.7	%		10.2	%
Right Management														202.1			294.1			-31.3	%		-33.2	%
													$	8,684.9		$	7,436.5			16.8	%		14.6	%

Operating Unit Profit (Loss):
Americas:
United States													$	2.8		$	(34.8	)		N/A			N/A
Other Americas														18.3			8.7			110.9	%		98.0	%
														21.1			(26.1	)		N/A			N/A

France														10.1			5.2			96.2	%		122.1	%
EMEA:
Italy														20.3			8.2			148.4	%		157.5	%
Other EMEA														48.6			(7.8	)		N/A			N/A
														68.9			0.4			N/A			N/A
Asia Pacific														24.5			15.6			57.0	%		41.9	%
Right Management														20.3			71.4			-71.5	%		-72.1	%
														144.9			66.5
Corporate expenses														(46.8	)		(35.5	)
Intangible asset amortization expense														(16.5	)		(10.6	)
Reclassification of French business tax														30.1			-
Operating profit														111.7			20.4			447.6	%		441.4	%
Interest and other expenses														(24.8	)		(22.7	)
Earnings (loss) before income taxes													$	86.9		$	(2.3	)



	Three Months Ended September 30												Nine Months Ended September 30
							% Variance												% Variance
							Amount			Constant									Amount			Constant
	2010			2009			Reported			Currency				2010			2009		Reported			Currency
	(Unaudited)												(Unaudited)
Revenues from Services:
Americas:
United States	$	797.0		$	458.1			74.0	%		74.0	%	$	2,006.3		$	1,307.0			53.5	%		53.5	%
Other Americas		317.1			243.5			30.3	%		25.8	%		917.7			683.4			34.3	%		26.5	%
		1,114.1			701.6			58.8	%		57.3	%		2,924.0			1,990.4			46.9	%		44.2	%

France		1,411.6			1,314.1			7.4	%		18.8	%		3,775.0			3,371.1			12.0	%		17.4	%
EMEA:
Italy		257.1			231.0			11.3	%		23.1	%		750.1			681.5			10.1	%		14.9	%
Other EMEA		1,548.0			1,379.3			12.2	%		19.6	%		4,361.3			3,894.0			12.0	%		12.9	%
		1,805.1			1,610.3			12.1	%		20.1	%		5,111.4			4,575.5			11.7	%		13.2	%
Asia Pacific		555.7			427.9			29.8	%		20.5	%		1,558.9			1,259.3			23.8	%		13.7	%
Right Management		85.5			135.7			-37.0	%		-36.5	%		287.6			429.8			-33.1	%		-34.2	%
	$	4,972.0		$	4,189.6			18.7	%		24.1	%	$	13,656.9		$	11,626.1			17.5	%		18.0	%

Operating Unit Profit (Loss):
Americas:
United States	$	25.9		$	1.1			N/A			N/A		$	28.7		$	(33.7	)		N/A			N/A
Other Americas		8.2			5.5			49.4	%		43.2	%		26.5			14.2			87.1	%		76.8	%
		34.1			6.6			415.1	%		409.9	%		55.2			(19.5	)		N/A			N/A

France		25.0			10.6			135.6	%		160.6	%		35.1			15.8			122.7	%		148.0	%
EMEA:
Italy		11.4			8.6			30.7	%		44.6	%		31.7			16.8			87.9	%		99.5	%
Other EMEA		43.0			16.0			171.0	%		190.8	%		91.6			8.2			N/A			N/A
		54.4			24.6			121.5	%		139.3	%		123.3			25.0			392.8	%		410.2	%
Asia Pacific		13.1			4.0			234.1	%		210.9	%		37.6			19.6			93.4	%		76.6	%
Right Management		-			21.2			N/A			N/A			20.3			92.6			-78.0	%		-78.9	%
		126.6			67.0									271.5			133.5
Corporate expenses		(23.6	)		(21.1	)								(70.4	)		(56.6	)
Goodwill and intangible asset impairment		-			(61.0	)								-			(61.0	)
Intangible asset amortization expense		(11.6	)		(6.4	)								(28.1	)		(17.0	)
Reclassification of French business tax		17.5			-									47.6			-
Operating profit (loss)		108.9			(21.5	)		N/A			N/A			220.6			(1.1	)		N/A			N/A
Interest and other expenses		(8.4	)		(29.3	)								(33.2	)		(52.0	)
Earnings (loss) before income taxes	$	100.5		$	(50.8	)							$	187.4		$	(53.1	)


													Year Ended December 31
																			% Variance
																			Amount			Constant
														2009			2008		Reported			Currency
													(Unaudited)
Revenues from Services:
Americas:
United States													$	1,786.0		$	2,236.4			-20.1	%		-20.1	%
Other Americas														967.3			1,129.8			-14.4	%		-3.1	%
														2,753.3			3,366.2			-18.2	%		-14.4	%

France														4,675.5			6,935.6			-32.6	%		-29.2	%
EMEA:
Italy														950.8			1,519.5			-37.4	%		-34.2	%
Other EMEA														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	%
													$	16,038.7		$	21,537.1			-25.5	%		-20.9	%

Operating Unit Profit (Loss):
Americas:
United States													$	(41.4	)	$	17.3			N/A			N/A
Other Americas														20.1			25.9			-22.2	%		-10.5	%
														(21.3	)		43.2			N/A			N/A

France														20.8			299.0			-93.0	%		-92.6	%
EMEA:
Italy														27.9			120.4			-76.8	%		-76.5	%
Other EMEA														34.7			237.8			-85.4	%		-86.4	%
														62.6			358.2			-82.5	%		-83.1	%
Asia Pacific														26.5			29.2			-9.3	%		-19.9	%
Right Management														113.4			44.7			153.6	%		158.8	%
														202.0			774.3
Corporate expenses														(77.4	)		(95.6	)
Goodwill and intangible asset impairment														(61.0	)		(163.1	)
Intangible asset amortization expense														(21.9	)		(22.1	)
Operating profit														41.7			493.5			-91.5	%		-91.3	%
Interest and other expenses														(64.6	)		(50.9	)
(Loss) earnings before income taxes													$	(22.9	)	$	442.6