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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): April 21, 2009

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 April 21, 2009, we issued a press release announcing our results of operations for the quarter ended March 31, 2009. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Effective January 1, 2009, we have revised our segment presentation to align to certain management structure changes. Other Americas and Asia Pacific, previously reported in Other Operations, are now separate reportable segments. The United States and Other Americas are aggregated into our Americas segment. Italy and Other EMEA are aggregated into our EMEA segment. Attached hereto as Exhibit 99.3 is our Operating Unit Results since January 1, 2007, revised to conform to the current year presentation.

Item 9.01. Exhibits.

Exhibit No.		Description
	99.1	Press Release dated April 21, 2009
	99.2	Presentation materials for April 21, 2009 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: April 21, 2009	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 April 21, 2009
	99.2	Presentation materials for April 21, 2009 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 1st Quarter 2009 Results

MILWAUKEE, WI, USA, April 21, 2009 – Manpower Inc. (NYSE: MAN) today reported that net earnings for the three months ended March 31, 2009 were $2.3 million, or 3 cents per diluted share, compared to $75.5 million, or 94 cents per diluted share, a year earlier. Revenues for the first quarter were $3.6 billion, a decrease of 32% from the year earlier period, or a decrease of 22% in constant currency.

Included in the first quarter results is a reorganization charge of $6.9 million ($4.3 million after tax, or 6 cents per diluted share), primarily related to severances, office closures and consolidations. Currency changes had a negligible impact on net earnings in the quarter.

Jeffrey A. Joerres, Manpower Inc. Chairman and Chief Executive Officer, said, “The continued deterioration of the labor markets throughout the world has put pressure on our profitability. Our team has performed well in reducing our operating costs, while at the same time maintaining the appropriate geographical presence.

"In the U.S. and French markets, we have experienced revenue stability over the last five weeks, which is the longest string of revenue stability in the U.S. in four quarters. The European geography, in general, has declined and continued to do so throughout the first quarter.

"Our career transition and organizational consulting company, Right Management, had an outstanding quarter – assisting over 60,000 people worldwide to prepare for new careers while contributing significant earnings.

"We anticipate that, despite the difficult economic environment, we will maintain profitability in the second quarter.”

In conjunction with its first quarter earnings release, Manpower will broadcast its conference call live over the Internet on April 21, 2009 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. Founded in 1948, the $22 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 4,200 offices in 82 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 statements regarding future profitability 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 March 31
						% Variance
						Amount			Constant
	2009			2008		Reported			Currency
	(Unaudited)
Revenues from services (a)	$	3,647.1		$	5,386.6		-32.3	%		-21.8	%
Cost of services		2,977.3			4,418.9		-32.6	%		-22.0	%
Gross profit		669.8			967.7		-30.8	%		-20.6	%
Selling and administrative expenses		664.3			835.7		-20.5	%		-9.3	%
Operating profit		5.5			132.0		-95.8	%		-92.7	%
Interest and other expenses		11.9			11.3		4.6	%
(Loss) earnings before income taxes		(6.4	)		120.7		N/A			N/A
Provision for income taxes		(8.7	)		45.2		N/A
Net earnings	$	2.3		$	75.5		-96.9	%		-97.1	%
Net earnings per share - basic	$	0.03		$	0.95		-96.8	%
Net earnings per share - diluted	$	0.03		$	0.94		-96.8	%		-96.8	%
Weighted average shares - basic		78.1			79.5		-1.7	%
Weighted average shares - diluted		78.3			80.3		-2.5	%

(a) Revenues from services include fees received from our franchise offices of $5.1 million and $7.3 million for the three months ended March 31, 2009 and 2008, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $158.9 million and $304.0 million for the three months ended March 31, 2009 and 2008, respectively.

Manpower Inc.
Operating Unit Results
(In millions)

	Three Months Ended March 31
							% Variance
							Amount			Constant
	2009			2008			Reported			Currency
	(Unaudited)
Revenues from Services: (a)
Americas:
United States (b)	$	373.8		$	471.5			-20.7	%		-20.7	%
Other Americas		219.2			280.7			-21.9	%		-5.2	%
		593.0			752.2			-21.2	%		-14.9	%

France		956.9			1,734.0			-44.8	%		-36.6	%
EMEA:
Italy		220.4			401.2			-45.1	%		-36.9	%
Other EMEA		1,262.9			1,853.7			-31.9	%		-14.3	%
		1,483.3			2,254.9			-34.2	%		-18.3	%
Asia Pacific		425.2			464.1			-8.3	%		-7.0	%
Right Management		136.0			104.0			30.7	%		43.4	%
Jefferson Wells		52.7			77.4			-31.9	%		-31.9	%
	$	3,647.1		$	5,386.6			-32.3	%		-21.8	%
Operating Unit Profit:
Americas:
United States (b)	$	(14.5	)	$	7.2			N/A			N/A
Other Americas		4.8			8.0			-40.3	%		-30.2	%
		(9.7	)		15.2			N/A			N/A

France		1.0			54.0			-98.1	%		-97.5	%
EMEA:
Italy		1.4			29.1			-95.2	%		-95.1	%
Other EMEA		0.7			47.7			-98.6	%		-94.1	%
		2.1			76.8			-97.3	%		-94.5	%
Asia Pacific		12.1			13.3			-9.0	%		-15.5	%
Right Management		29.1			6.8			327.5	%		352.3	%
Jefferson Wells		(7.5	)		(2.6	)		N/A			N/A
		27.1			163.5
Corporate expenses		21.6			31.5
Operating profit		5.5			132.0			-95.8	%		-92.7	%
Interest and other expenses (c)		11.9			11.3
(Loss) earnings before income taxes	$	(6.4	)	$	120.7

(a) Our segment reporting has been realigned 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 are aggregated into the Americas segment. Italy and Other EMEA areaggregated into the EMEA segment. Historical amounts have been restated to conform to the current year presentation.

(b) In the United States, revenues from services include fees received from our franchise offices of $2.0 million and $4.6 million for the three months ended March 31, 2009 and 2008, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $94.9 million and $212.7 million for the three months ended March 31, 2009 and 2008, respectively.

(c) The components of interest and other expenses were:
	2009			2008
Interest expense	$	13.1		$	15.6
Interest income		(4.4	)		(5.1	)
Foreign exchange loss (gain)		0.5			(1.9	)
Miscellaneous expenses, net		2.7			2.7
	$	11.9		$	11.3

Manpower Inc.
Consolidated Balance Sheets
(In millions)

	Mar. 31			Dec. 31
	2009			2008
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,001.0		$	874.0
Accounts receivable, net		2,939.4			3,629.7
Prepaid expenses and other assets		152.5			119.9
Future income tax benefits		62.7			66.5
Total current assets		4,155.6			4,690.1
Other assets:
Goodwill and other intangible assets, net		1,376.7			1,388.1
Other assets		294.1			326.6
Total other assets		1,670.8			1,714.7
Property and equipment:
Land, buildings, leasehold improvements and equipment		695.6			744.0
Less: accumulated depreciation and amortization		500.7			530.6
Net property and equipment		194.9			213.4
Total assets	$	6,021.3		$	6,618.2
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	890.9		$	903.2
Employee compensation payable		170.1			213.2
Accrued liabilities		518.6			577.9
Accrued payroll taxes and insurance		459.7			617.5
Value added taxes payable		354.4			479.2
Short-term borrowings and current maturities of long-term debt		59.0			115.6
Total current liabilities		2,452.7			2,906.6
Other liabilities:
Long-term debt		794.6			837.3
Other long-term liabilities		367.3			390.5
Total other liabilities		1,161.9			1,227.8
Shareholders' equity:
Common stock		1.0			1.0
Capital in excess of par value		2,525.4			2,514.8
Retained earnings		1,203.5			1,201.2
Accumulated other comprehensive loss		(96.8	)		(8.9	)
Treasury stock, at cost		(1,226.4	)		(1,224.3	)
Total shareholders' equity		2,406.7			2,483.8
Total liabilities and shareholders' equity	$	6,021.3		$	6,618.2

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

	Three Months Ended
	Mar. 31
	2009			2008
	(Unaudited)
Cash Flows from Operating Activities:
Net earnings	$	2.3		$	75.5
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		23.2			24.7
Deferred income taxes		2.0			(2.1	)
Provision for doubtful accounts		6.6			7.3
Share-based compensation		4.1			8.9
Excess tax benefit on exercise of stock options		(0.1	)		(0.1	)
Changes in operating assets and liabilities, excluding the impact of acquisitions:
Accounts receivable		566.3			28.6
Other assets		(41.5	)		(3.6	)
Other liabilities		(313.1	)		(33.4	)
Cash provided by operating activities		249.8			105.8
Cash Flows from Investing Activities:
Capital expenditures		(8.9	)		(23.8	)
Acquisitions of businesses, net of cash acquired		(10.6	)		(0.8	)
Proceeds from the sale of property and equipment		1.0			1.8
Cash used by investing activities		(18.5	)		(22.8	)
Cash Flows from Financing Activities:
Net (repayments) borrowings of short-term facilities and long-term debt		(55.5	)		10.9
Proceeds from share-based awards		4.7			8.8
Excess tax benefit on exercise of stock options		0.1			0.1
Repurchases of common stock		-			(52.7	)
Cash used by financing activities		(50.7	)		(32.9	)
Effect of exchange rate changes on cash		(53.6	)		52.9
Change in cash and cash equivalents		127.0			103.0
Cash and cash equivalents, beginning of period		874.0			537.5
Cash and cash equivalents, end of period	$	1,001.0		$	640.5

exhibit_99-2.htm

Helping Clients and Candidates

Win for Over Six Decades

2009 April 21

MANPOWER INC.

2009 1st Quarter Results

Exhibit 99.2

This presentation includes forward-looking
statements 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.

Forward-Looking Statement

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.

97% CC

Operating Profit $6M

OP Margin 0.2%

Revenue $3.6B

Gross Margin 18.4%

EPS $0.03

32%

22% CC

39 bps

230 bps

97%

96%

93% CC

Q1 Highlights

Consolidated Financial Highlights

Consolidated Gross Margin Change

15% CC

Q1 Financial Highlights

21%

OUP Margin

- 1.6%

360 bps

Revenue

$593M

OUP

$(10M)

N/A

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.

(2)

(1) Included in these amounts is the US, which had revenue of $374M (-21%) and OUP of $(15M).

(2) The results above include the impact of acquisitions. On an organic basis, revenue decreased 26% in
USD (20% in CC).

(2)

(1)

Americas Segment
(16% of Revenue)

Revenue Growth - CC

Revenue Growth

% of Segment

Revenue

63%

11%

15%

(1)

(1) On an organic basis, US revenue decreased 28% in USD.

Americas - Q1 Revenue Growth YoY

Q1 Financial Highlights

OUP Margin

0.1%

Revenue

$957M

OUP

$1M

45%

37% CC

300 bps

98%

98% CC

France Segment
(26% of Revenue)

Q1 Financial Highlights

OUP Margin

0.1%

Revenue

$1.5B

OUP

$2M

34%

18% CC

330 bps

(1) Included in these amounts is Italy, which had revenue of $220M (-45% in USD, -37% in CC) and OUP of
$1M (-95% in USD, -95% in CC).

(2) The results above include the results of Vitae, which was acquired in April 2008. On an organic basis,
revenue decreased 36% in USD (20% in CC).

(2)

97%

94% CC

(1)

EMEA Segment
(41% of Revenue)

Revenue Growth - CC

Revenue Growth

% of Segment

Revenue

15%

11%

10%

19%

(1)

(1) The Netherlands results include the results of Vitae, which was acquired in April 2008. On an organic
basis, the Netherlands revenue decreased 24% in USD (13% in CC).

EMEA - Q1 Revenue Growth YoY

Q1 Financial Highlights

OUP Margin

2.8%

Revenue

$425M

OUP

$12M

7% CC

10 bps

16% CC

Asia Pacific Segment
(12% of Revenue)

Revenue Growth - CC

Revenue Growth

% of Segment

Revenue

65%

15%

20%

Asia Pacific - Q1 Revenue Growth YoY

328%

352% CC

Q1 Financial Highlights

OUP Margin

21.4%

Revenue

$136M

OUP

$29M

31%

43% CC

1490 bps

Right Management Segment
(4% of Revenue)

Jefferson Wells Segment
(1% of Revenue)

Q1 Financial Highlights

OUP Margin

- 14.2%

Revenue

$53M

OUP

$(7M)

1090 bps

32%

N/A

Financial Highlights

Results of Operations
(in millions)

Other

Change in Cash

127

103

2009

2008

Cash from Operations

250

106

Capital Expenditures

(9)

(24)

Free Cash Flow

241

Share Repurchases

(53)

Change in Debt

(11)

($ in millions)

Effect of Exchange Rate Changes

(54)

Acquisitions of Businesses,

net of cash acquired

(1)

(56)

Cash Flow Summary - First Quarter

Total Debt

Net Debt

(a)

$625M multi-currency Revolving Credit Agreement provided by 17 banks. As of March 31, 2009, there was a €100M borrowing under the
Revolving Credit Agreement which has been swapped to a 5.71% fixed rate plus a 40 bps credit spread until July 2010 and a $25M 30-day
advance at an interbank rate of 0.55% plus a 40 bps credit spread that matures in April 2009. The credit agreement requires, among other
things, that we comply with a Debt-to-EBITDA ratio of less than 3.25 to 1 and a fixed charge ratio of greater than 2.00 to 1. As defined in the
agreement, we had a Debt-to-EBITDA ratio of 1.3 to 1 and a fixed charge ratio of 3.0 to 1 as of March 31, 2009.

Interest

Rate

Maturity

Date

Total

Outstanding

Remaining

Available

Euro Notes:

- Euro 200M

4.86%

June 2013

265

- Euro 300M

4.58%

June 2012

398

Revolving Credit Agreement

5.29%

Nov 2012

158

461

A/R Securitization

0.76%

July 2009

100

Uncommitted lines and Other

Various

266

Total Debt

854

827

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

Revenue

Americas

Down 14-16%

France

Down 47-49%

(Down 37-39% CC)

Down 17-19%

Asia Pacific

(Down 11-13% CC)

Jefferson Wells

Right Management

Up 16-18%

(Up 29-31% CC)

Down 37-39%

(Down 26-28% CC)

Total

Gross Profit Margin

18.5-18.7%

Operating Profit Margin

0.4-0.8%

Tax Rate

37%

EPS

$0.01-$0.15

(Neg. $.05 Currency)

Down 29-31%

EMEA

(Down 26-28% CC)

Down 40-42%

Second Quarter Outlook

Questions?

Answers

April 21, 2009

Manpower Inc.
2009 1st Quarter Results

exhibit_99-3.htm

Exhibit 99.3

Manpower Inc.

Restated Operating Unit Results

(In millions)

The following identifies the realignment of our segments 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 are aggregated into our Americas segment. Italy and Other EMEA are aggregated into our EMEA segment. Historical amounts have been restated to conform to the current year presentation.


	Three Months Ended March 31										Three Months Ended June 30
						% Variance										% Variance
	2008			2007		Amount Reported			Constant Currency		2008			2007		Amount Reported			Constant Currency
	(Unaudited)										(Unaudited)
Revenue from Services:
Americas:
United States	$	471.5		$	483.6		-2.5	%	-2.5	%	$	491.6		$	488.6		0.6	%		0.6	%
Other Americas		280.7			224.7		24.9	%	15.3	%		296.2			240.5		23.2	%		13.3	%
		752.2			708.3		6.2	%	3.2	%		787.8			729.1		8.0	%		4.8	%

France		1,734.0			1,493.0		16.1	%	1.5	%		1,958.1			1,784.9		9.7	%		-5.4	%
EMEA:
Italy		401.2			304.8		31.6	%	15.0	%		441.4			353.8		24.8	%		7.6	%
Other EMEA		1,853.7			1,476.4		25.6	%	14.6	%		2,050.7			1,582.0		29.6	%		17.6	%
		2,254.9			1,781.2		26.6	%	14.6	%		2,492.1			1,935.8		28.7	%		15.8	%
Asia Pacific		464.1			377.3		22.9	%	9.7	%		474.8			394.4		20.4	%		7.9	%
Right Management		104.0			94.5		10.1	%	4.6	%		116.3			106.4		9.3	%		4.1	%
Jefferson Wells		77.4			81.3		-4.7	%	-4.7	%		75.8			83.8		-9.6	%		-9.6	%
	$	5,386.6		$	4,535.6		18.8	%	7.6	%	$	5,904.9		$	5,034.4		17.3	%		5.4	%
Operating Unit Profit:
Americas:
United States	$	7.2		$	11.5		-37.6	%	-37.6	%	$	14.8		$	26.1		-43.3	%		-43.3	%
Other Americas		8.0			5.8		40.2	%	28.5	%		7.4			7.0		4.2	%		-7.6	%
		15.2			17.3		-11.8	%	-15.7	%		22.2			33.1		-33.2	%		-35.7	%

France		54.0			43.9		22.9	%	7.3	%		69.8			163.7		-57.3	%		-63.2	%
EMEA:
Italy		29.1			16.4		77.0	%	54.6	%		37.6			29.1		29.3	%		11.6	%
Other EMEA		47.7			36.7		30.0	%	17.2	%		85.1			55.7		53.0	%		36.0	%
		76.8			53.1		44.5	%	28.8	%		122.7			84.8		44.8	%		27.6	%
Asia Pacific		13.3			7.2		86.5	%	62.7	%		9.3			8.0		14.9	%		0.7	%
Right Management		6.8			6.1		10.9	%	11.4	%		13.4			11.1		20.4	%		14.7	%
Jefferson Wells		(2.6	)		1.0		N/A		N/A			(1.6	)		1.1		N/A			N/A
		163.5			128.6							235.8			301.8
Corporate Expenses		31.5			25.3							28.5			24.8
Operating profit	$	132.0		$	103.3		27.8	%	10.8	%	$	207.3		$	277.0		-25.2	%		-34.9	%


											Six Months Ended June 30
																% Variance
											2008			2007		Amount Reported			Constant Currency
											(Unaudited)
Revenue from Services:
Americas:
United States											$	963.1		$	972.2		-0.9	%		-0.9	%
Other Americas												576.9			465.2		24.0	%		14.3	%
												1,540.0			1,437.4		7.1	%		4.0	%

France												3,692.1			3,277.9		12.6	%		-2.2	%
EMEA:
Italy												842.6			658.6		27.9	%		11.0	%
Other EMEA												3,904.4			3,058.4		27.7	%		16.1	%
												4,747.0			3,717.0		27.7	%		15.2	%
Asia Pacific												938.9			771.7		21.7	%		8.8	%
Right Management												220.3			200.9		9.7	%		4.3	%
Jefferson Wells												153.2			165.1		-7.2	%		-7.2	%
											$	11,291.5		$	9,570.0		18.0	%		6.4	%
Operating Unit Profit:
Americas:
United States											$	22.0		$	37.6		-41.6	%		-41.6	%
Other Americas												15.4			12.8		20.4	%		8.6	%
												37.4			50.4		-25.9	%		-28.9	%

France												123.8			207.6		-40.3	%		-48.3	%
EMEA:
Italy												66.7			45.5		46.5	%		27.1	%
Other EMEA												132.8			92.4		43.8	%		28.5	%
												199.5			137.9		44.7	%		28.0	%
Asia Pacific												22.6			15.2		48.5	%		29.0	%
Right Management												20.2			17.2		17.0	%		13.5	%
Jefferson Wells												(4.2	)		2.1		N/A			N/A
												399.3			430.4
Corporate Expenses												60.0			50.1
Operating profit											$	339.3		$	380.3		-10.8	%		-22.5	%

Manpower Inc.

Restated Operating Unit Results

(In millions)

	Three Months Ended September 30												Three Months Ended December 31
							% Variance												% Variance
	2008			2007			Amount Reported			Constant Currency			2008			2007			Amount Reported			Constant Currency
	(Unaudited)												(Unaudited)

Revenue from Services:
Americas:
United States	$	519.8		$	502.2			3.5	%		3.5	%	$	462.5		$	487.8			-5.2	%		-5.2	%
Other Americas		293.0			253.8			15.4	%		6.8	%		259.9			288.0			-9.7	%		0.9	%
		812.8			756.0			7.5	%		4.6	%		722.4			775.8			-6.9	%		-2.9	%

France		1,892.1			1,871.3			1.1	%		-7.9	%		1,351.4			1,876.1			-28.0	%		-21.0	%
EMEA:
Italy		375.7			334.5			12.3	%		2.5	%		301.2			405.0			-25.6	%		-18.3	%
Other EMEA		1,951.7			1,740.3			12.1	%		8.0	%		1,581.6			1,951.7			-19.0	%		-4.3	%
		2,327.4			2,074.8			12.2	%		7.1	%		1,882.8			2,356.7			-20.1	%		-6.7	%
Asia Pacific		453.6			408.7			11.0	%		5.3	%		449.1			432.8			3.8	%		1.4	%
Right Management		108.3			99.1			9.2	%		8.0	%		123.6			112.1			10.2	%		19.6	%
Jefferson Wells		74.2			85.5			-13.3	%		-13.3	%		63.6			81.4			-21.8	%		-21.8	%
	$	5,668.4		$	5,295.4			7.0	%		1.0	%	$	4,592.9		$	5,634.9			-18.5	%		-10.0	%

Operating Unit Profit:
Americas:
United States	$	12.1		$	24.1			-49.6	%		-49.6	%	$	(1.9	)	$	18.4			N/A			N/A
Other Americas		6.5			8.0			-18.2	%		-30.5	%		4.0			11.8			-66.6	%		-57.1	%
		18.6			32.1			-41.8	%		-44.9	%		2.1			30.2			-93.3	%		-89.5	%

France		66.1			100.7			-34.4	%		-40.0	%		109.1			82.0			33.0	%		43.4	%
EMEA:
Italy		29.3			24.6			19.1	%		8.5	%		24.3			33.6			-27.5	%		-20.5	%
Other EMEA		76.3			74.4			2.5	%		-2.3	%		40.4			89.9			-55.1	%		-45.6	%
		105.6			99.0			6.6	%		0.4	%		64.7			123.5			-47.6	%		-38.7	%
Asia Pacific		8.0			10.9			-26.8	%		-32.6	%		(1.4	)		15.3			N/A			N/A
Right Management		7.5			5.9			29.8	%		35.6	%		17.0			11.8			43.7	%		49.4	%
Jefferson Wells		(1.6	)		(1.7	)		N/A			N/A			(13.8	)		(5.6	)		N/A			N/A
		204.2			246.9									177.7			257.2
Corporate Expenses		20.1			25.0									28.8			34.0
Goodwill and intangible asset impairment		163.1			-									-			-
Operating profit	$	21.0		$	221.9			-90.5	%		-96.4	%	$	148.9		$	223.2			-33.3	%		-24.4	%


	Nine Months Ended September 30												Year Ended December 31
							% Variance												% Variance
	2008			2007			Amount Reported			Constant Currency			2008			2007			Amount Reported			Constant Currency
	(Unaudited)												(Unaudited)
Revenue from Services:
Americas:
United States	$	1,482.9		$	1,474.4			0.6	%		0.6	%	$	1,945.4		$	1,962.2			-0.9	%		-0.9	%
Other Americas		869.9			719.0			21.0	%		11.6	%		1,129.8			1,007.0			12.2	%		8.5	%
		2,352.8			2,193.4			7.3	%		4.2	%		3,075.2			2,969.2			3.6	%		2.3	%

France		5,584.2			5,149.2			8.4	%		-4.3	%		6,935.6			7,025.3			-1.3	%		-8.7	%
EMEA:
Italy		1,218.3			993.1			22.7	%		8.2	%		1,519.5			1,398.1			8.7	%		0.5	%
Other EMEA		5,856.1			4,798.7			22.0	%		13.2	%		7,437.7			6,750.4			10.2	%		8.1	%
		7,074.4			5,791.8			22.1	%		12.3	%		8,957.2			8,148.5			9.9	%		6.8	%
Asia Pacific		1,392.5			1,180.4			18.0	%		7.6	%		1,841.6			1,613.2			14.2	%		5.9	%
Right Management		328.6			300.0			9.5	%		5.5	%		452.2			412.1			9.7	%		9.4	%
Jefferson Wells		227.4			250.6			-9.3	%		-9.3	%		291.0			332.0			-12.4	%		-12.4	%
	$	16,959.9		$	14,865.4			14.1	%		4.5	%	$	21,552.8		$	20,500.3			5.1	%		0.5	%

Operating Unit Profit:
Americas:
United States	$	34.1		$	61.7			-44.7	%		-44.7	%	$	32.2		$	80.1			-59.8	%		-59.8	%
Other Americas		21.9			20.8			5.5	%		-6.4	%		25.9			32.6			-20.7	%		-24.9	%
		56.0			82.5			-32.1	%		-35.1	%		58.1			112.7			-48.5	%		-49.7	%

France		189.9			308.3			-38.4	%		-45.6	%		299.0			390.3			-23.4	%		-26.9	%
EMEA:
Italy		96.0			70.1			36.9	%		20.6	%		120.3			103.7			16.0	%		7.3	%
Other EMEA		209.1			166.8			25.4	%		14.8	%		249.5			256.7			-2.8	%		-6.4	%
		305.1			236.9			28.8	%		16.5	%		369.8			360.4			2.6	%		-2.4	%
Asia Pacific		30.6			26.1			17.1	%		3.3	%		29.2			41.4			-29.5	%		-41.3	%
Right Management		27.7			23.1			20.2	%		19.1	%		44.7			34.9			28.2	%		29.3	%
Jefferson Wells		(5.8	)		0.4			N/A			N/A			(19.6	)		(5.2	)		N/A			N/A
		603.5			677.3									781.2			934.5
Corporate Expenses		80.1			75.1									108.9			109.1
Goodwill and intangible asset impairment		163.1			-									163.1			-
Operating profit	$	360.3		$	602.2			-40.2	%		-49.7	%	$	509.2		$	825.4			-38.3	%		-42.9	%