SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2003 MANPOWER INC. (Exact name of registrant as specified in its charter) Wisconsin 1-10686 39-1672779 - ----------------------------- --------------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 5301 North Ironwood Road Milwaukee, Wisconsin 53217 --------------------------------------------- -------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (414) 961-1000
Item 7. Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release dated April 15, 2003 Item 9. Regulation FD Disclosure/Results of Operations and Financial Condition provided under Item 12 pursuant to Release 34-47583. On April 15, 2003, Manpower Inc. issued a press release announcing its results of operations for the quarterly period ended March 31, 2003. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This information is furnished under Item 12 of Form 8-K. 2
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. Dated: April 15, 2003 MANPOWER INC. By: /s/ Michael J. Van Handel ----------------------------------------- Michael J. Van Handel Executive Vice President, Chief Financial Officer and Secretary
EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release dated April 15, 2003
EXHIBIT 99.1 [MANPOWER LOGO] PRESS RELEASE FOR FURTHER INFORMATION CONTACT: Mike Van Handel Chief Financial Officer (414) 906-6305 FOR IMMEDIATE RELEASE MANPOWER REPORTS 1ST QUARTER RESULTS MILWAUKEE, WI, USA, April 15, 2003 - Manpower Inc. (NYSE: MAN) today reported that net income for the three months ended March 31, 2003 was $14.9 million, or 19 cents per diluted share, an increase of 116 percent, from $6.9 million, or 9 cents per diluted share, a year earlier. Revenues for the first quarter were $2.7 billion, an increase of 17 percent from the year-earlier period. Systemwide sales were $2.9 billion. Results for the first quarter were positively impacted by relatively stronger foreign currencies compared to the first quarter of 2002. On a constant currency basis, earnings per share increased 44 percent on a 3 percent improvement in revenues. "The Manpower team around the world continues to make progress, despite the downward economic pressure," Manpower Chairman and CEO, Jeffrey A. Joerres, said. "We executed well in all geographies and our results reflect that. Despite the paralysis of the economy, we were able to achieve growth in both revenue and profit. "The intra-quarter trends, as well as the figures from the first few weeks in April, indicate that demand for our customers' products and services have stalled, therefore, we are entering the second quarter with caution," Joerres stated. "Given the current trends, we anticipate our second quarter earnings per share to be in the range of 31 to 35 cents, which includes an estimated favorable currency impact of 6 cents." -MORE-
MANPOWER REPORTS 1ST QUARTER/PAGE 2 In conjunction with its first quarter earnings release, Manpower will broadcast its conference call live over the Internet on April 15, 2003 at 7:30 a.m. CDT (8:30 a.m. EDT). Interested parties are invited to listen by logging on to http://investor.manpower.com. The Systemwide Sales and constant currency amounts included in this press release are further explained on the attached Results of Operations. Manpower Inc. is a world leader in the staffing industry, providing workforce management services and solutions to customers through over 3,900 offices in 63 countries. The firm annually provides employment to 2 million people worldwide and is an industry leader in employee assessment and training. Manpower also provides a range of staffing solutions, engagement and consulting services worldwide under the subsidiary brands of Brook Street, Elan, The Empower Group and Jefferson Wells. More information on Manpower Inc. can be found at the company's Web site, www.manpower.com. 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 its Annual Report on Form 10K for the year ended December 31, 2002, 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. # # #
Manpower Inc. Results of Operations (In millions, except per share data) THREE MONTHS ENDED MARCH 31 ----------------------------------------------------- % VARIANCE ----------------------- AMOUNT CONSTANT 2003 2002 REPORTED CURRENCY ----------------------------------------------------- (Unaudited) Systemwide sales (a) $2,939.4 $2,540.0 15.7% - ------------------------------------------------------------------------------------------------ Revenue from services 2,678.7 2,284.0 17.3% 3.4% Cost of services 2,212.7 1,869.2 18.4% ---------------------------- Gross profit 466.0 414.8 12.3% -1.2% Selling and administrative expenses 433.0 396.1 9.3% -3.1% ---------------------------- Operating profit 33.0 18.7 76.5% 38.8% Interest and other expenses 8.6 8.0 8.5% ---------------------------- Earnings before income taxes 24.4 10.7 126.7% Provision for income taxes 9.5 3.8 145.6% ---------------------------- Net earnings $ 14.9 $ 6.9 116.1% 48.1% ============================ Net earnings per share - basic $ 0.19 $ 0.09 111.1% ============================ Net earnings per share - diluted $ 0.19 $ 0.09 111.1% 44.4% ============================ Weighted average shares - basic 77.3 76.1 1.6% ============================ Weighted average shares - diluted 77.9 77.3 0.7% ============================ (a) Systemwide sales represents revenue from our branch offices plus the sales activity of locations operating under a franchise agreement with us. Systemwide sales is calculated as follows: Revenue from services $2,678.7 $2,284.0 Less: Franchise fees 6.0 6.4 Add: Franchise sales 266.7 262.4 ---------------------------- Systemwide sales $2,939.4 $2,540.0 ============================
Manpower Inc. Operating Unit Results (In millions) THREE MONTHS ENDED MARCH 31 ------------------------------------------------------- % VARIANCE ------------------------ AMOUNT CONSTANT 2003 2002 REPORTED CURRENCY ------------------------------------------------------- (Unaudited) Revenues from services: United States (a) $ 463.5 $ 428.7 8.1% 8.1% France 954.6 767.1 24.4% 1.6% EMEA 886.4 764.2 16.0% -1.6% Other Operations 374.2 324.0 15.5% 12.9% ----------------------------- $ 2,678.7 $ 2,284.0 17.3% 3.4% ============================= Operating Unit Profit: United States $ 2.7 $ (4.9) N/A N/A France 26.9 22.2 21.5% -1.0% EMEA 9.8 11.0 -10.6% -25.0% Other Operations 2.4 (1.8) N/A N/A ----------------------------- 41.8 26.5 Corporate expenses 8.8 7.8 Amortization of intangibles - - ----------------------------- Operating profit 33.0 18.7 76.5% 38.8% Interest and other expense (b) 8.6 8.0 ----------------------------- Earnings before taxes $ 24.4 $ 10.7 ============================= (a) Systemwide sales in the United States represents revenue from our branch offices plus the sales activity of locations operating under a franchise agreement with us. Systemwide sales in the United States is calculated as follows: Revenue from services $ 463.5 $ 428.7 Less: Franchise fees 5.2 4.9 Add: Franchise sales 229.6 230.2 ----------------------------- Systemwide sales $ 687.9 $ 654.0 ============================= (b) The components of interest and other expense (income) were: Interest expense $ 10.0 $ 9.9 Interest income (2.4) (2.6) Foreign exchange (gains) losses (1.2) 0.2 Miscellaneous, net 2.2 0.5 ----------------------------- $ 8.6 $ 8.0 =============================
Manpower Inc. Consolidated Balance Sheets (In millions) MAR. 31 DEC. 31 2003 2002 -------- -------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 328.7 $ 284.0 Accounts receivable, net 2,137.2 2,214.2 Prepaid expenses and other assets 80.9 76.0 Future income tax benefits 76.3 79.1 -------- -------- Total current assets 2,623.1 2,653.3 OTHER ASSETS: Intangible assets, net 542.7 545.7 Investments in licensees 62.2 60.5 Other assets 272.4 253.4 -------- -------- Total other assets 877.3 859.6 PROPERTY AND EQUIPMENT: Land, buildings, leasehold improvements and equipment 543.7 533.4 Less: accumulated depreciation and amortization 360.2 344.6 -------- -------- Net property and equipment 183.5 188.8 -------- -------- Total assets $3,683.9 $3,701.7 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 478.4 $ 447.0 Employee compensation payable 96.7 96.2 Accrued liabilities 263.9 295.7 Accrued payroll taxes and insurance 332.7 391.6 Value added taxes payable 306.0 309.0 Short-term borrowings and current maturities of long-term debt 19.8 22.8 -------- -------- Total current liabilities 1,497.5 1,562.3 OTHER LIABILITIES: Long-term debt 810.1 799.0 Other long-term liabilities 347.1 340.5 -------- -------- Total other liabilities 1,157.2 1,139.5 SHAREHOLDERS' EQUITY: Common stock 0.9 0.9 Capital in excess of par value 1,702.8 1,696.2 Accumulated deficit (274.8) (289.7) Accumulated other comprehensive income (loss) (115.9) (123.7) Treasury stock, at cost (283.8) (283.8) -------- -------- Total shareholders' equity 1,029.2 999.9 -------- -------- Total liabilities and shareholders' equity $3,683.9 $3,701.7 ======== ========
Manpower Inc. Consolidated Statements of Cash Flows (In millions) THREE MONTHS ENDED MARCH 31 ------------------- 2003 2002 ------------------- (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 14.9 $ 6.9 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 15.6 14.9 Amortization of discount on convertible debentures 1.9 1.8 Deferred income taxes 3.6 1.2 Provision for doubtful accounts 3.0 4.9 Changes in operating assets and liabilities: Accounts receivable 124.6 40.0 Other assets (1.3) (12.1) Other liabilities (103.1) (27.2) ------ ------ Cash provided by operating activities 59.2 30.4 ------ ------ CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (12.1) (14.1) Acquisitions of business, net of cash acquired (0.7) (21.5) Proceeds from the sale of property and equipment 1.0 1.3 ------ ------ Cash used by investing activities (11.8) (34.3) ------ ------ CASH FLOWS FROM FINANCING ACTIVITIES: Net repayments of short-term facilities and long-term debt (13.6) (7.0) Proceeds from stock option and purchase plans 6.6 9.2 Repurchase of common stock - (30.7) ------ ------ Cash used by financing activities (7.0) (28.5) Effect of exchange rate changes on cash 4.3 (2.6) ------ ------ Change in cash and cash equivalents 44.7 (35.0) Cash and cash equivalents, beginning of period 284.0 245.8 ------ ------ Cash and cash equivalents, end of period $328.7 $210.8 ====== ======