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): July 18, 2008

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))

 

 

 

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Item 2.02

Results of Operations and Financial Condition

On July 18, 2008, we issued a press release announcing our results of operations for the three- and six- month periods ended June 30, 2008. 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 July 18, 2008
99.2		Presentation materials for July 18, 2008 conference call

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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: July 18, 2008						By:		/s/ Michael J. Van Handel
								Michael J. Van Handel
								Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release dated July 18, 2008
99.2		Presentation materials for July 18, 2008 conference call

Exhibit 99.1

 

FOR IMMEDIATE RELEASE		Contact:
		Mike Van Handel Manpower Inc. +1.414.906.6305 michael.vanhandel@manpower.com

Manpower Reports 2^ND Quarter and First Half 2008 Results

MILWAUKEE, WI, USA, July 18, 2008 – Manpower Inc. (NYSE: MAN) today reported that earnings per diluted share for the three months ended June 30, 2008 were $1.34 compared to $1.86 in the prior year period. Net earnings in the quarter were $107.4 million compared to $160.4 million a year earlier. Revenues for the second quarter were $5.9 billion, an increase of 17 percent from the year earlier period.

Second quarter 2008 results include a net charge of $14.8 million after tax, or 18 cents per diluted share. This net charge is comprised of income of $35.2 million after tax, or 44 cents per diluted share, related to recoverable 2005 payroll taxes in France, offset by a charge of $50.0 million after tax, or 62 cents per diluted share, related to an increase in our legal reserve pertaining to allegations by the French Competition Council. Second quarter results were also favorably impacted by 21 cents per diluted share as foreign currencies were relatively stronger compared to the second quarter of 2007. On a constant currency basis, revenues increased 5% over the prior year period.

Second quarter 2007 results were favorably impacted $57.2 million after tax, or 66 cents per diluted share, as a result of a change in the calculation of French payroll taxes for 2006 and the first half of 2007.

Jeffrey A. Joerres, Manpower Inc. Chairman and Chief Executive Officer, said, “Despite a more difficult economic environment, the Manpower team performed well in the second quarter, supported by our geographically balanced portfolio of services. We were able to increase our revenues to record levels, contributed primarily by many of our major European countries. At the same time, we have experienced some stabilization in the U.S. operations. Right Management, our career transition and organizational consulting business, is doing well and continues to add strategic value to our clients. Although the economic environment has softened, we are confident that we are well-positioned and well-equipped to maximize the opportunities that typically come with economic downturns.

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“We are anticipating the third quarter of 2008 diluted earnings per share to be in the range of $1.45 to $1.49, which includes an estimated favorable currency impact of 17 cents,” Joerres stated.

Earnings per diluted share for the six months ended June 30, 2008 were $2.27 compared to $2.54 per diluted share in 2007. Net earnings were $182.9 million compared to $219.9 million in the prior year. Revenues for the six-month period were $11.3 billion, an increase of 18 percent from the prior year or 6 percent in constant currency. Foreign currency exchange rates had a favorable impact of 36 cents for the six-month period.

In conjunction with its second quarter earnings release, Manpower will broadcast its conference call live over the Internet on July 18, 2008 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://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 its clients to win in the changing world of work. Celebrating its 60th anniversary in 2008, the $21 billion 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 4,500 offices in 80 countries and territories 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 and 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 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, 2007, which information is incorporated herein by reference.

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Manpower Inc.

Results of Operations

(In millions, except per share data)

 

		Three Months Ended June 30
								% Variance
								Amount			Constant
		2008			2007			Reported			Currency
		(Unaudited)
Revenues from services (a)		$	5,904.9		$	5,034.4		17.3	%		5.4	%
Cost of services			4,751.3			4,010.3		18.5	%
Gross profit			1,153.6			1,024.1		12.6	%		1.3	%
Selling and administrative expenses			946.3			747.1		26.7	%		14.7	%
Operating profit			207.3			277.0		-25.2	%		-34.9	%
Interest and other expenses			13.9			7.7		77.4	%
Earnings before income taxes			193.4			269.3		-28.2	%		-38.3	%
Provision for income taxes			86.0			108.9		-21.0	%
Net earnings		$	107.4		$	160.4		-33.0	%		-42.5	%
Net earnings per share - basic		$	1.36		$	1.90		-28.4	%
Net earnings per share - diluted		$	1.34		$	1.86		-28.0	%		-38.2	%
Weighted average shares - basic			79.2			84.4		-6.2	%
Weighted average shares - diluted			80.3			86.2		-6.8	%

 

(a)

Revenues from services include fees received from our franchise offices of $8.3 million and $9.0 million for the three months ended June 30, 2008 and 2007, respectively. These fees are primarily based on revenues generated by the franchise offices which were $325.4 million and $361.8 million for the three months ended ended June 30, 2008 and 2007, respectively.

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Manpower Inc.

Operating Unit Results

(In millions)

 

		Three Months Ended June 30
									% Variance
									Amount			Constant
		2008				2007			Reported			Currency
		(Unaudited)
Revenues from Services:
United States (a)		$	491.6			$	488.6		0.6	%		0.6	%
France			1,958.1				1,784.9		9.7	%		-5.4	%
Other EMEA			2,050.7				1,582.0		29.6	%		17.6	%
Italy			441.4				353.8		24.8	%		7.6	%
Jefferson Wells			75.8				83.8		-9.6	%		-9.6	%
Right Management			115.7				105.8		9.4	%		4.1	%
Other Operations			771.6				635.5		21.5	%		9.9	%
		$	5,904.9			$	5,034.4		17.3	%		5.4	%
Operating Unit Profit:
United States		$	14.8			$	26.1		-43.3	%		-43.3	%
France			69.8				163.7		-57.3	%		-63.2	%
Other EMEA			85.1				55.7		53.0	%		36.0	%
Italy			37.6				29.1		29.3	%		11.6	%
Jefferson Wells			(1.6	)			1.1		N/A			N/A
Right Management			13.3				11.0		21.3	%		15.5	%
Other Operations			16.6				15.0		9.4	%		-4.5	%
			235.6				301.7
Corporate expenses			25.0				21.4
Amortization of intangible assets			3.3				3.3
Operating profit			207.3				277.0		-25.2	%		-34.9	%
Interest and other expenses (b)			13.9				7.7
Earnings before income taxes		$	193.4			$	269.3

 

(a)

In the United States, revenues from services include fees received from our franchise offices of $4.7 million and $6.5 million for the three months ended June 30, 2008 and 2007, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $214.6 million and $278.5 million for the three months ended June 30, 2008 and 2007, respectively.

 

(b)	The components of interest and other expenses were:

 

		2008				2007
Interest expense		$	17.1			$	13.1
Interest income			(6.0	)			(6.2	)
Foreign exchange losses			0.4				0.1
Miscellaneous expenses, net			2.4				0.7
		$	13.9			$	7.7

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Manpower Inc.

Results of Operations

(In millions, except per share data)

 

		Six Months Ended June 30
								% Variance
								Amount			Constant
		2008			2007			Reported			Currency
		(Unaudited)
Revenues from services (a)		$	11,291.5		$	9,570.0		18.0	%		6.4	%
Cost of services			9,170.2			7,745.9		18.4	%
Gross profit			2,121.3			1,824.1		16.3	%		5.0	%
Selling and administrative expenses			1,782.0			1,443.8		23.4	%		12.3	%
Operating profit			339.3			380.3		-10.8	%		-22.5	%
Interest and other expenses			25.2			17.3		44.8	%
Earnings before income taxes			314.1			363.0		-13.5	%		-25.9	%
Provision for income taxes			131.2			143.1		-8.3	%
Net earnings		$	182.9		$	219.9		-16.8	%		-28.8	%
Net earnings per share - basic		$	2.31		$	2.60		-11.2	%
Net earnings per share - diluted		$	2.27		$	2.54		-10.6	%		-23.2	%
Weighted average shares - basic			79.3			84.6		-6.3	%
Weighted average shares - diluted			80.4			86.5		-7.0	%

 

(a)

Revenues from services include fees received from our franchise offices of $15.6 million and $17.4 million for the six months ended June 30, 2008 and 2007. These fees are primarily based on revenues generated by the franchise offices, which were $629.4 million and $724.2 million for the six months ended June 30, 2008 and 2007, respectively.

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Manpower Inc.

Operating Unit Results

(In millions)

 

		Six Months Ended June 30
									% Variance
									Amount			Constant
		2008				2007			Reported			Currency
		(Unaudited)
Revenues from Services:
United States (a)		$	963.1			$	972.2		-0.9	%		-0.9	%
France			3,692.1				3,277.9		12.6	%		-2.2	%
Other EMEA			3,904.4				3,058.4		27.7	%		16.1	%
Italy			842.6				658.6		27.9	%		11.0	%
Jefferson Wells			153.2				165.1		-7.2	%		-7.2	%
Right Management			219.0				199.7		9.7	%		4.3	%
Other Operations			1,517.1				1,238.1		22.5	%		10.8	%
		$	11,291.5			$	9,570.0		18.0	%		6.4	%
Operating Unit Profit:
United States		$	22.0			$	37.6		-41.6	%		-41.6	%
France			123.8				207.6		-40.3	%		-48.3	%
Other EMEA			132.8				92.4		43.8	%		28.5	%
Italy			66.7				45.5		46.5	%		27.1	%
Jefferson Wells			(4.2	)			2.1		N/A			N/A
Right Management			20.0				17.1		16.8	%		13.3	%
Other Operations			37.9				27.8		36.1	%		20.1	%
			399.0				430.1
Corporate expenses			53.2				43.3
Amortization of intangible assets			6.5				6.5
Operating profit			339.3				380.3		-10.8	%		-22.5	%
Interest and other expenses (b)			25.2				17.3
Earnings before income taxes		$	314.1			$	363.0

 

(a)

In the United States, revenues from services include fees received from our franchise offices of $9.3 million and $11.8 million for the six months ended June 30, 2008 and 2007, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $427.3 million and $547.6 million for the six months ended June 30, 2008 and 2007, respectively.

 

(b)	The components of interest and other expenses were:

 

		2008				2007
Interest expense		$	32.7			$	25.1
Interest income			(11.1	)			(11.2	)
Foreign exchange (gain) loss			(1.5	)			0.2
Miscellaneous expenses, net			5.1				3.2
		$	25.2			$	17.3

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Manpower Inc.

Consolidated Balance Sheets

(In millions)

 

		Jun. 30 2008				Dec. 31 2007
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	561.3			$	537.5
Accounts receivable, net			4,857.6				4,478.8
Prepaid expenses and other assets			150.4				122.2
Future income tax benefits			76.7				76.3
Total current assets			5,646.0				5,214.8
Other assets:
Goodwill and other intangible assets, net			1,602.3				1,410.7
Other assets			398.2				377.7
Total other assets			2,000.5				1,788.4
Property and equipment:
Land, buildings, leasehold improvements and equipment			842.7				760.8
Less: accumulated depreciation and amortization			601.7				539.6
Net property and equipment			241.0				221.2
Total assets		$	7,887.5			$	7,224.4
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	1,208.3			$	1,014.4
Employee compensation payable			217.7				213.6
Accrued liabilities			726.1				679.4
Accrued payroll taxes and insurance			739.1				724.7
Value added taxes payable			630.1				583.7
Short-term borrowings and current maturities of long-term debt			69.3				39.7
Total current liabilities			3,590.6				3,255.5
Other liabilities:
Long-term debt			944.5				874.8
Other long-term liabilities			448.3				424.8
Total other liabilities			1,392.8				1,299.6
Shareholders’ equity:
Common stock			1.0				1.0
Capital in excess of par value			2,505.7				2,481.8
Retained earnings			1,194.0				1,040.3
Accumulated other comprehensive income			356.8				257.6
Treasury stock, at cost			(1,153.4	)			(1,111.4	)
Total shareholders’ equity			2,904.1				2,669.3
Total liabilities and shareholders’ equity		$	7,887.5			$	7,224.4

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Manpower Inc.

Consolidated Statements of Cash Flows

(In millions)

 

		Six Months Ended Jun. 30
		2008				2007
		(Unaudited)
Cash Flows from Operating Activities:
Net earnings		$	182.9			$	219.9
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization			53.4				44.1
Deferred income taxes			8.7				41.8
Provision for doubtful accounts			8.4				8.8
Share-based compensation			14.3				11.8
Excess tax benefit on exercise of stock options			(0.1	)			(5.4	)
Changes in operating assets and liabilities, excluding the impact of acquisitions:
Accounts receivable			(75.8	)			(296.2	)
Other assets			(6.1	)			(42.9	)
Other liabilities			78.3				159.4
Cash provided by operating activities			264.0				141.3
Cash Flows from Investing Activities:
Capital expenditures			(51.4	)			(41.8	)
Acquisitions of businesses, net of cash acquired			(193.7	)			(18.1	)
Proceeds from the sale of property and equipment			4.4				5.0
Cash used by investing activities			(240.7	)			(54.9	)
Cash Flows from Financing Activities:
Net borrowings of short-term facilities and long-term debt			26.0				3.0
Proceeds from stock option and purchase plans			11.1				31.7
Excess tax benefit on exercise of stock options			0.1				5.4
Repurchases of common stock			(52.7	)			(89.0	)
Dividends paid			(29.2	)			(27.1	)
Cash used by financing activities			(44.7	)			(76.0	)
Effect of exchange rate changes on cash			45.2				12.5
Change in cash and cash equivalents			23.8				22.9
Cash and cash equivalents, beginning of period			537.5				687.9
Cash and cash equivalents, end of period		$	561.3			$	710.8

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