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): January 29, 2003 MANPOWER INC. (Exact name of registrant as specified in its charter) WISCONSIN 1-10686 39-1672779 (State or other jurisdiction (Commission file number) (IRS Employer of incorporation) Identification No.) 5301 North Ironwood Road Milwaukee, Wisconsin 53217 (Address of principal executive offices) Registrant's telephone number, including area code: (414) 961-1000
ITEM 5. OTHER EVENTS. On January 29, 2003, we issued a press release announcing our 2002 results. On January 29, 2003, we are also making available certain restated operating unit results for each quarter in the years ended December 31, 2002, 2001 and 2000. The operating unit results for each of these periods have been restated to more closely align with how we manage our foreign operations. Our operations in Europe, the Middle East and Africa (excluding France) will now be reported as one segment, referred to as EMEA, which represents the combination of operations historically included in segments referred to as United Kingdom and Other Europe. In addition, central costs for EMEA, which historically have been included in corporate expense are now included in the determination of operating unit profit. The press release and the restated operating unit results are attached hereto as exhibits and are incorporated herein by reference, except for the references to our website and the information contained therein. ITEM 7. EXHIBITS. Exhibit No. Description 99.1 Press Release dated January 29, 2003. 99.2 Restated Operating Unit Results for years ended December 31, 2002, December 31, 2001 and December 31, 2000. 2
SIGNATURE 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. Date: January 29, 2003 /s/ Michael J. Van Handel ----------------------------------------- Michael J. Van Handel Executive Vice President, Chief Financial Officer and Secretary 3
EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated January 29, 2003. 99.2 Restated Operating Unit Results for years ended December 31, 2002, December 31, 2001 and December 31, 2000. 4
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 4TH QUARTER AND FULL-YEAR 2002 RESULTS MILWAUKEE, WI, USA, January 29, 2003 -- Manpower Inc. (NYSE: MAN) today reported that net income for the three months ended December 31, 2002 increased 54.9 percent to $40.1 million, or 52 cents per diluted share, from $26.0 million, or 34 cents per diluted share, a year earlier. Included in 2001 net income is $4.3 million (net of income taxes) or 5 cents per diluted share of amortization of intangible assets which are no longer amortized, as required by the new accounting rules effective January 1, 2002. Revenues for the fourth quarter totaled $2.8 billion, an increase of 11.9 percent from the year-earlier period. Systemwide sales were $3.1 billion. Results for the fourth quarter were positively affected by relatively stronger foreign currencies compared to the prior year period. On a constant currency basis, earnings per diluted share for the quarter were 44 cents on a 4.5 percent revenue increase. Jeffrey A. Joerres, Manpower Chairman and Chief Executive Officer said, "We performed well in the fourth quarter. We continued to gain traction throughout all of our major operations. France, our largest operation, performed extraordinarily well, given the economic conditions and, once again, our geographical diversification benefited our earnings. "In the difficult economic environment of 2002, we improved our cash flow and strengthened our balance sheet. Equally important, we strengthened our position in -MORE-
MANPOWER REPORTS 4TH QUARTER AND FULL-YEAR 2002/PAGE 2 the marketplace through expansion of offices in the specialty service areas, launching new services and better execution of our strategies. "This is an exciting time for Manpower, as we are well positioned to capitalize when the economies improve. Our accomplishments in 2002 are a credit to the diligent work of the Manpower team worldwide. "Despite our optimism regarding 2003, we are still confronted with uncertainty in the majority of the markets where we operate. The acceleration that we experienced at the end of the third quarter and the beginning of the fourth quarter has slowed somewhat, which necessitates that we approach the first quarter of 2003, and potentially more of the year, with caution. We anticipate earnings per share for the first quarter of 2003 in the range of 16 to 20 cents. This includes an estimated favorable currency impact of 5 cents," Joerres said. Net income for the year ended December 31, 2002 totaled $113.2 million or $1.46 per diluted share, down 9.1 percent from $124.5 million, or $1.62 per diluted share in 2001. Included in 2001 net income is $14.8 million (net of income taxes) or 19 cents per diluted share of amortization of intangible assets. Revenues for the year were $10.6 billion, an increase of 1.2% from the prior year. Systemwide sales were $11.8 billion. On a constant currency basis, earnings per diluted share for the year were $1.29 on a revenue decline of 2.0%. In conjunction with its fourth quarter earnings release, Manpower will broadcast its conference call live over the Internet on January 29 at 8:00 a.m. CDT (9:00 a.m. EDT). Interested parties are invited to listen by logging on to http://investor.manpower.com. Manpower Inc. is a world leader in the staffing industry, providing workforce management services and solutions to customers through 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, and 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, which includes a comprehensive Investor Relations section. This news release contains statements, including earning 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.
MANPOWER REPORTS 4TH QUARTER AND FULL-YEAR 2002/PAGE 3 Factors that may cause the Company's actual results to differ materially from those contained in the forward-looking statement can be found in the Company's reports filed with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2001, which information is incorporated herein by reference. # # #
Manpower Inc. Results of Operations (In millions, except per share data) THREE MONTHS ENDED YEAR ENDED DECEMBER 31 DECEMBER 31 -------------------------------------- ---------------------------------------- 2002 2001 VARIANCE 2002 2001 VARIANCE -------------------------------------- ---------------------------------------- Systemwide sales (unaudited) (a) $ 3,149.3 $ 2,823.7 11.5% $ 11,764.9 $ 11,779.1 -0.1% - ---------------------------------------------------------------------------------------------------------------------------- Revenue from services 2,838.1 2,536.4 11.9% 10,610.9 10,483.8 1.2% Cost of services 2,322.4 2,057.5 12.9% 8,700.5 8,527.3 2.0% -------------------------- ---------------------------- Gross profit 515.7 478.9 7.7% 1,910.4 1,956.5 -2.4% Selling and administrative expenses 428.6 424.6 1.0% 1,675.6 1,718.9 -2.5% -------------------------- ---------------------------- Operating profit 87.1 54.3 59.8% 234.8 237.6 -1.2% Interest and other expenses 17.9 10.4 68.0% 46.8 39.7 17.6% -------------------------- ---------------------------- Earnings before income taxes 69.2 43.9 57.8% 188.0 197.9 -5.0% Provision for income taxes 29.1 17.9 62.1% 74.8 73.4 1.9% -------------------------- ---------------------------- Net earnings $ 40.1 $ 26.0 54.9% $ 113.2 $ 124.5 -9.1% ========================== ============================ Net earnings per share - basic $ 0.52 $ 0.34 52.9% $ 1.48 $ 1.64 -9.8% ========================== ============================ Net earnings per share - diluted $ 0.52 $ 0.34 52.9% $ 1.46 $ 1.62 -9.9% ========================== ============================ Weighted average shares - basic 76.9 76.0 1.2% 76.4 75.9 0.6% ========================== ============================ Weighted average shares - diluted 77.6 77.0 0.8% 77.7 77.0 0.9% ========================== ============================ (a) Systemwide sales includes sales of the Company-owned branch offices as well as its franchise offices. 4
Manpower Inc. Operating Unit Results (In millions) THREE MONTHS ENDED DECEMBER 31 ------------------------------------------------------- % VARIANCE -------------------------- AMOUNT CONSTANT 2002 2001 REPORTED CURRENCY ------------------------------------------------------- (Unaudited) Revenues from services: United States (a) $ 495.0 $ 451.2 9.7% 9.7% France 1,034.5 887.1 16.6% 4.3% United Kingdom 373.3 361.0 3.4% -5.3% Other Europe 560.7 483.3 16.0% 3.3% Other Operations 374.6 353.8 6.0% 9.9% ----------------------------- $ 2,838.1 $ 2,536.4 11.9% 4.5% ============================= Operating Unit Profit: United States $ 13.4 $ 0.5 2611.3% 2611.3% France 48.1 36.8 30.8% 16.5% United Kingdom 5.7 10.8 -47.1% -50.3% Other Europe 25.7 18.3 40.6% 25.3% Other Operations 4.1 2.8 35.7% 46.1% ----------------------------- 97.0 69.2 Corporate expenses 9.9 10.1 Amortization of intangibles - 4.8 ----------------------------- Operating profit 87.1 54.3 59.8% 44.9% Interest and other expense (b) 17.9 10.4 ----------------------------- Earnings before taxes $ 69.2 $ 43.9 ============================= (a) Systemwide sales (unaudited) in the United States, which includes sales of the Company-owned branch offices as well as its franchise offices were $743.4 and $694.6 for the three months ended December 31, 2002 and 2001, respectively. (b) The components of interest and other expense (income) were: Interest expense $ 10.5 $ 10.9 Interest income (2.4) (2.8) Foreign exchange (gains) losses (1.0) 0.7 Loss on sale of accounts receivable 0.1 0.2 Miscellaneous, net 10.7 1.4 ----------------------------- $ 17.9 $ 10.4 ============================= 5
Manpower Inc. Operating Unit Results (In millions) YEAR ENDED DECEMBER 31 -------------------------------------------------------- % VARIANCE --------------------------- AMOUNT CONSTANT 2002 2001 REPORTED CURRENCY -------------------------------------------------------- (Unaudited) Revenues from services: United States (a) $ 1,911.4 $ 2,003.4 -4.6% -4.6% France 3,848.2 3,766.4 2.2% -3.8% United Kingdom 1,394.0 1,489.3 -6.4% -10.5% Other Europe 2,040.9 1,939.4 5.2% -0.6% Other Operations 1,416.4 1,285.3 10.2% 14.9% ----------------------------- $ 10,610.9 $ 10,483.8 1.2% -2.0% ============================= Operating Unit Profit: United States $ 29.2 $ 29.5 -0.8% -0.8% France 143.6 135.7 5.8% -1.6% United Kingdom 20.5 44.5 -53.9% -55.9% Other Europe 75.8 75.9 -0.1% -7.5% Other Operations 6.6 8.9 -27.1% -33.7% ----------------------------- 275.7 294.5 Corporate expenses 40.8 39.9 Amortization of intangibles 0.1 17.0 ----------------------------- Operating profit 234.8 237.6 -1.2% -8.5% Interest and other expense (b) 46.8 39.7 ----------------------------- Earnings before taxes $ 188.0 $ 197.9 ============================= (a) Systemwide sales (unaudited) in the United States, which includes sales of the Company-owned branch offices as well as its franchise offices were $2,905.5 and $3,114.8 for the year ended December 31, 2002 and 2001, respectively. (b) The components of interest and other expense (income) were: Interest expense $ 42.4 $ 39.1 Interest income (9.0) (10.3) Foreign exchange (gains) losses (1.8) 0.2 Loss on sale of accounts receivable 0.4 5.3 Miscellaneous, net 14.8 5.4 ----------------------------- $ 46.8 $ 39.7 ============================= 6
Manpower Inc. Restated Operating Unit Results (In millions) THREE MONTHS ENDED DECEMBER 31 ------------------------------------------------------- % VARIANCE -------------------------- AMOUNT CONSTANT 2002 2001 REPORTED CURRENCY ------------------------------------------------------- (Unaudited) Revenues from services: United States $ 495.0 $ 451.2 9.7% 9.7% France 1,034.5 887.1 16.6% 4.3% EMEA (a) 934.0 844.3 10.6% -0.4% Other Operations 374.6 353.8 6.0% 9.9% ----------------------------- $ 2,838.1 $ 2,536.4 11.9% 4.5% ============================= Operating Unit Profit: United States $ 13.4 $ 0.5 2611.3% 2611.3% France 48.1 36.8 30.8% 16.5% EMEA 26.8 25.2 7.2% -5.4% Other Operations 4.1 2.8 35.7% 46.1% ----------------------------- 92.4 65.3 Corporate expenses 5.3 6.2 Amortization of intangibles - 4.8 ----------------------------- Operating profit 87.1 54.3 59.8% 44.9% Interest and other expense 17.9 10.4 ----------------------------- Earnings before taxes $ 69.2 $ 43.9 ============================= (a) Represents operations in Europe, Middle East and Africa (excluding France), which is a combination of operations historically included in segments referred to as United Kingdom and Other Europe. In addition, central costs for EMEA, which historically have been included in corporate expense are now included in the determination of operating unit profit. 7
Manpower Inc. Restated Operating Unit Results (In millions) YEAR ENDED DECEMBER 31 ------------------------------------------------------- % VARIANCE -------------------------- AMOUNT CONSTANT 2002 2001 REPORTED CURRENCY ------------------------------------------------------- (Unaudited) Revenues from services: United States $ 1,911.4 $ 2,003.4 -4.6% -4.6% France 3,848.2 3,766.4 2.2% -3.8% EMEA (a) 3,434.9 3,428.7 0.2% -4.9% Other Operations 1,416.4 1,285.3 10.2% 14.9% ----------------------------- $ 10,610.9 $ 10,483.8 1.2% -2.0% ============================= Operating Unit Profit: United States $ 29.2 $ 29.5 -0.8% -0.8% France 143.6 135.7 5.8% -1.6% EMEA 83.0 106.0 -21.6% -27.8% Other Operations 6.6 8.9 -27.1% -33.7% ----------------------------- 262.4 280.1 Corporate expenses 27.5 25.5 Amortization of intangibles 0.1 17.0 ----------------------------- Operating profit 234.8 237.6 -1.2% -8.5% Interest and other expense 46.8 39.7 ----------------------------- Earnings before taxes $ 188.0 $ 197.9 ============================= (a) Represents operations in Europe, Middle East and Africa (excluding France), which is a combination of operations historically included in segments referred to as United Kingdom and Other Europe. In addition, central costs for EMEA, which historically have been included in corporate expense are now included in the determination of operating unit profit. 8
Manpower Inc. Consolidated Balance Sheets (In millions) DEC. 31 DEC. 31 2002 2001 ---------- ---------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 284.0 $ 245.8 Accounts receivable, net 2,214.2 1,917.8 Prepaid expenses and other assets 76.0 77.0 Future income tax benefits 79.1 73.8 ---------- ---------- Total current assets 2,653.3 2,314.4 OTHER ASSETS: Intangible assets, net 545.7 480.8 Investments in licensees 60.5 44.7 Other assets 253.4 204.7 ---------- ---------- Total other assets 859.6 730.2 PROPERTY AND EQUIPMENT: Land, buildings, leasehold improvements and equipment 533.4 465.4 Less: accumulated depreciation and amortization 344.6 271.4 ---------- ---------- Net property and equipment 188.8 194.0 ---------- ---------- Total assets $ 3,701.7 $ 3,238.6 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 447.0 $ 382.1 Employee compensation payable 96.2 93.2 Accrued liabilities 295.7 234.9 Accrued payroll taxes and insurance 391.6 300.8 Value added taxes payable 309.0 255.9 Short-term borrowings and current maturities of long-term debt 22.8 23.7 ---------- ---------- Total current liabilities 1,562.3 1,290.6 OTHER LIABILITIES: Long-term debt 799.0 811.1 Other long-term liabilities 340.5 322.6 ---------- ---------- Total other liabilities 1,139.5 1,133.7 SHAREHOLDERS' EQUITY: Common stock 0.9 0.9 Capital in excess of par value 1,696.2 1,644.9 Accumulated deficit (289.7) (387.6) Accumulated other comprehensive income (loss) (123.7) (190.8) Treasury stock, at cost (283.8) (253.1) ---------- ---------- Total shareholders' equity 999.9 814.3 ---------- ---------- Total liabilities and shareholders' equity $ 3,701.7 $ 3,238.6 ========== ========== 9
Manpower Inc. Consolidated Statements of Cash Flows (In millions) YEAR ENDED DECEMBER 31 ----------------------- 2002 2001 ----------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 113.2 $ 124.5 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 65.4 80.2 Amortization of discount on convertible debentures 7.3 2.7 Deferred income taxes (0.2) (7.3) Provision for doubtful accounts 18.2 23.8 Changes in operating assets and liabilities: Amounts advanced under the Receivables Facility - (145.0) Accounts receivable (54.4) 217.3 Other assets 41.6 (69.1) Other liabilities 36.8 (91.1) -------- -------- Cash provided by operating activities 227.9 136.0 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (58.5) (87.3) Acquisitions of business, net of cash acquired (33.5) (295.9) Proceeds from the sale of property and equipment 5.3 16.1 -------- -------- Cash used by investing activities (86.7) (367.1) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings from short-term facilities and long-term debt (115.0) 313.0 Proceeds from stock option and purchase plans 29.4 13.6 Repurchase of common stock (30.7) (3.3) Dividends paid (15.3) (15.2) -------- -------- Cash (used) provided by financing activities (131.6) 308.1 Effect of exchange rate changes on cash 28.6 (12.9) -------- -------- Change in cash and cash equivalents 38.2 64.1 Cash and cash equivalents, beginning of period 245.8 181.7 -------- -------- Cash and cash equivalents, end of period $ 284.0 $ 245.8 ======== ======== 10
EXHIBIT 99.2 Manpower Inc. Restated Operating Unit Results Year Ended December 31, 2002 (in millions) First Second Third Fourth Quarter Quarter Quarter Quarter Total ------- ------- ------- ------- ----- Revenue from services: United States $ 428.7 $ 474.9 $ 512.8 $ 495.0 $ 1,911.4 France 767.1 943.3 1,103.3 1,034.5 3,848.2 EMEA 764.2 830.1 906.6 934.0 3,434.9 Other Operations 324.0 354.6 363.2 374.6 1,416.4 -------------------------------------------------------------- $2,284.0 $2,602.9 $2,885.9 $2,838.1 $10,610.9 ============================================================== Operating unit profit: United States $ (4.9) $ 8.3 $ 12.4 $ 13.4 $ 29.2 France 22.2 32.7 40.6 48.1 143.6 EMEA 11.0 16.7 28.5 26.8 83.0 Other Operations (1.8) 1.6 2.7 4.1 6.6 -------------------------------------------------------------- 26.5 59.3 84.2 92.4 262.4 Corporate expenses 7.8 7.4 7.0 5.3 27.5 Amortization of intangibles - 0.1 - - 0.1 -------------------------------------------------------------- Operating profit 18.7 51.8 77.2 87.1 234.8 Interest and other expenses 8.0 9.6 11.3 17.9 46.8 -------------------------------------------------------------- Earnings before taxes $ 10.7 $ 42.2 $ 65.9 $ 69.2 $ 188.0 ==============================================================
Manpower Inc. Restated Operating Unit Results Year Ended December 31, 2001 (in millions) First Second Third Fourth Quarter Quarter Quarter Quarter Total ------- ------- ------- ------- ----- Revenue from services: United States $ 546.3 $ 523.5 $ 482.4 $ 451.2 $ 2,003.4 France 939.2 948.6 991.5 887.1 3,766.4 EMEA 880.4 844.9 859.1 844.3 3,428.7 Other Operations 286.0 303.1 342.4 353.8 1,285.3 ----------------------------------------------------------------- $2,651.9 $2,620.1 $2,675.4 $2,536.4 $10,483.8 ================================================================= Operating unit profit: United States $ 8.2 $ 12.2 $ 8.6 $ 0.5 $ 29.5 France 26.3 35.4 37.2 36.8 135.7 EMEA 25.6 24.3 30.9 25.2 106.0 Other Operations 2.0 1.1 3.0 2.8 8.9 ----------------------------------------------------------------- 62.1 73.0 79.7 65.3 280.1 Corporate expenses 6.1 6.4 6.8 6.2 25.5 Amortization of intangibles 3.8 3.9 4.5 4.8 17.0 ----------------------------------------------------------------- Operating profit 52.2 62.7 68.4 54.3 237.6 Interest and other expenses 10.3 8.6 10.4 10.4 39.7 ----------------------------------------------------------------- Earnings before taxes $ 41.9 $ 54.1 $ 58.0 $ 43.9 $ 197.9 ================================================================= 2
Manpower Inc. Restated Operating Unit Results Year Ended December 31, 2000 (in millions) First Second Third Fourth Quarter Quarter Quarter Quarter Total ------- ------- ------- ------- ----- Revenue from services: United States $ 563.9 $ 609.6 $ 638.1 $ 601.9 $ 2,413.5 France 913.6 1,021.0 1,036.4 968.2 3,939.2 EMEA 824.5 807.0 848.6 869.3 3,349.4 Other Operations 266.3 276.5 297.8 300.1 1,140.7 ------------------------------------------------------------------ $ 2,568.3 $2,714.1 $2,820.9 $2,739.5 $10,842.8 ================================================================== Operating unit profit: United States $ 15.4 $ 23.0 $ 25.0 $ 21.2 $ 84.6 France 20.8 31.5 39.3 39.0 130.6 EMEA 19.7 24.2 36.6 41.6 122.1 Other Operations 3.7 1.5 4.4 3.6 13.2 ------------------------------------------------------------------ 59.6 80.2 105.3 105.4 350.5 Corporate expenses 5.5 7.2 6.3 7.2 26.2 Amortization of intangibles 3.6 3.3 3.1 3.3 13.3 ------------------------------------------------------------------ Operating profit 50.5 69.7 95.9 94.9 311.0 Interest and other expenses 10.8 10.7 12.1 12.2 45.8 ------------------------------------------------------------------ Earnings before taxes $ 39.7 $ 59.0 $ 83.8 $ 82.7 $ 265.2 ================================================================== 3