SEC Filing | ManpowerGroup Inc.

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Form 8-K

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): January 30, 2007

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.)


5301 North Ironwood Road
Milwaukee, Wisconsin		53217
(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 January 30, 2007, we issued a press release announcing our results of operations for the three months and year ended December 31, 2006. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Reflected in our earnings for the three months and year ended December 31, 2006 are three items that require us to revise previously reported financial results. First, we have income from discontinued operations, primarily related to the sales of our Nordic payroll processing and facilities management services businesses. Second, our French business tax and profit sharing expenses, previously reported as Selling and administrative expenses, are now reported as Cost of services as we believe this presentation is more appropriate given the nature of these costs. Third, certain Eastern European subsidiaries previously reported in our France segment, and our Russian operations previously reported in our Other Operations segment, are now reported in our EMEA segment due to a change in the management structure. Attached hereto as Exhibit 99.3 are our Results of Operations and Operating Unit Results since January 1, 2004, reflecting the restatement of our financial results to exclude the earnings of the discontinued operations and reflecting the reclassification of the business tax and profit sharing expenses and the segment results.

Item 9.01. Exhibits.


Exhibit No.		Description
99.1		Press Release dated January 30, 2007

99.2		Presentation materials for January 30, 2007 conference call

99.3		Results of Operations and Operating Unit Results reflecting the restatement for discontinued operations and reclassification of certain expenses and 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: January 30, 2007	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 January 30, 2007

99.2		Presentation materials for January 30, 2007 conference call

99.3		Results of Operations and Operating Unit Results reflecting the restatement for discontinued operations and reclassification of certain expenses and segment results.

Press Release

Exhibit 99.1

[MANPOWER logo]


FOR IMMEDIATE RELEASE		Contact:

		Mike Van Handel
		Manpower Inc.
		+1.414.906.6305
		michael.vanhandel@manpower.com

Manpower Reports 4^th Quarter and Full-Year 2006 Results

MILWAUKEE, WI, USA, January 30, 2007 – Manpower Inc. (NYSE: MAN) today reported that net earnings per diluted share for the three months ended December 31, 2006 increased 88 percent to $1.90 from $1.01 in the prior year period. Net earnings in the quarter increased to $164.4 million from $89.1 million a year earlier. Revenues for the fourth quarter totaled $4.7 billion, an increase of 16 percent from the year-earlier period, or an increase of 9 percent in constant currency.

Included in the fourth quarter results is net income from discontinued operations, primarily related to the sale of our Nordic facility management services, of $64.8 million or 75 cents per diluted share. Net earnings per diluted share from continuing operations in the fourth quarter were $1.15, an increase of 15 percent. Included in net earnings from continuing operations are severance costs related to Right Management of $6.9 million ($5.4 million net of income taxes or 6 cents per diluted share). Additionally, results from continuing operations in the fourth quarter were favorably impacted by 6 cents as foreign currencies were relatively stronger compared to the prior year period.

Jeffrey A. Joerres, Manpower Chairman and Chief Executive Officer, said, “Manpower performed extremely well in the fourth quarter and for the full year. 2006 was a pivotal year for us as we executed very well to affect the present, and laid the groundwork for outstanding performance in the future. Our continued growth in Europe, emerging markets and our specialty service lines will fuel solid growth into 2007.

“We are anticipating diluted net earnings per share for the first quarter of 2007 to be in the range of 57 to 61 cents. This includes an estimated favorable currency impact of 4 cents per diluted share.”

Net earnings per diluted share for the year ended December 31, 2006 were $4.54, an increase of 58 percent from $2.87 per diluted share in 2005. Net earnings were $398.0 million compared to $260.1 million in the prior year. Revenues for the year were $17.6 billion, an increase of 11 percent from the prior year, or an increase of 10 percent in constant currency.

Included in the full year 2006 results is net income from discontinued operations, primarily related to the sale of our Swedish payrolling business in the first quarter and our sale of the Nordic facility management services in the fourth quarter, of $92.3 million

or $1.06 per diluted share. Net earnings per diluted share from continuing operations for 2006 were $3.48, an increase of 23 percent. Included in net earnings from continuing operations are charges related to reorganization and a global cost reduction initiative totaling $26.8 million ($18.8 million net of income taxes or 22 cents per diluted share). Additionally, results from continuing operations were favorably impacted by 6 cents due to changes in foreign currencies compared to the prior year.

In conjunction with its fourth quarter earnings release, Manpower will broadcast its conference call live over the Internet on January 30, 2007 at 7:30 a.m. CST (8:30 a.m. EST). Interested parties are invited to listen to the webcast 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. The $18 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 4,400 offices in 73 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 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. 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, 2005, which information is incorporated herein by reference.

- ### -

Manpower Inc.

Results of Operations

(In millions, except per share data)


	Three Months Ended December 31
					% Variance
	2006		2005		Amount Reported		Constant Currency
	(Unaudited)
Revenues from services (a)	$	4,710.7	$	4,068.3	15.8	%	9.1	%
Cost of services (b)		3,844.9		3,321.9	15.7	%

Gross profit		865.8		746.4	16.0	%	9.6	%
Selling and administrative expenses (b)		696.0		615.6	13.0	%	6.9	%

Operating profit		169.8		130.8	29.8	%	22.0	%
Interest and other expenses		14.1		7.0	N/A

Earnings before income taxes and discontinued operations		155.7		123.8	25.7	%	19.3	%
Provision for income taxes		56.1		35.4	58.6	%

Net earnings from continuing operations		99.6		88.4	12.6	%	6.8	%
Income from discontinued operations, net of income taxes		64.8		0.7	N/A

Net earnings	$	164.4	$	89.1	84.6	%	69.4	%

Net earnings per share - basic:
Continuing operations	$	1.17	$	1.01	15.8	%
Discontinued operations		0.77		0.01	N/A

Total	$	1.94	$	1.02	90.2	%

Net earnings per share - diluted:
Continuing operations	$	1.15	$	1.00	15.0	%	9.0	%
Discontinued operations		0.75		0.01	N/A

Total	$	1.90	$	1.01	88.1	%	73.3	%

Weighted average shares - basic		84.8		87.2	-2.8	%

Weighted average shares - diluted		86.5		88.5	-2.3	%

(a)

Revenues from services include fees received from our franchise offices of $9.3 million and $9.1 million for the three months ended December 31, 2006 and 2005, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $353.2 million and $388.6 million for the three months ended December 31, 2006 and 2005, respectively.

(b)

Our French business tax and profit sharing expenses, totaling $35.0 million and $19.7 million for the three months ended December 31, 2006 and 2005 respectively, previously reported as Selling and administrative expenses, are now reported in Cost of services as we believe this presentation is more appropriate given the nature of these expenses. All previously reported results have been revised to conform to the current year presentation.

Manpower Inc.

Operating Unit Results

(In millions)


	Three Months Ended December 31
					% Variance
	2006		2005		Amount Reported		Constant Currency
	(Unaudited)
Revenues from Services: (a)
United States (b)	$	527.9	$	534.2	-1.2	%	-1.2	%
France		1,589.0		1,361.5	16.7	%	7.7	%
EMEA		1,792.2		1,444.7	24.0	%	14.2	%
Jefferson Wells		84.8		96.1	-11.9	%	-11.9	%
Right Management		98.9		96.6	2.4	%	-1.8	%
Other Operations		617.9		535.2	15.5	%	14.7	%

	$	4,710.7	$	4,068.3	15.8	%	9.1	%

Operating Unit Profit: (a)
United States	$	26.8	$	23.2	15.2	%	15.2	%
France		61.2		47.7	28.3	%	18.4	%
EMEA		80.6		51.9	55.4	%	43.8	%
Jefferson Wells		6.2		4.4	41.4	%	41.4	%
Right Management		0.4		3.6	-87.5	%	-74.1	%
Other Operations		21.1		19.2	9.9	%	10.3	%

		196.3		150.0
Corporate expenses		23.2		15.9
Amortization of intangible assets		3.3		3.3

Operating profit		169.8		130.8	29.8	%	22.0	%
Interest and other expenses (c)		14.1		7.0
Earnings before income taxes and discontinued operations	$	155.7	$	123.8

(a)

Certain Eastern European countries previously reported in France, and our Russian operations previously reported in Other Operations, are now reported in EMEA due to a change in management structure. All previously reported results for France, EMEA, and Other Operations have been revised to conform to the current presentation. The impact of these revisions is not significant.

(b)

In the United States, revenues from services include fees received from the related franchise offices of $6.5 million for the three months ended December 31, 2006 and 2005. These fees are primarily based on revenues generated by the franchise offices, which were $286.0 million and $311.8 million for the three months ended December 31, 2006 and 2005, respectively.

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


	2006			2005
Interest expense	$	15.0		$	12.0
Interest income		(6.8	)		(3.4	)
Foreign exchange losses		0.7			—
Miscellaneous expense (income), net		5.2			(1.6	)

	$	14.1		$	7.0

Manpower Inc.

Operating Unit Results

(In millions)


	Year Ended December 31
					% Variance
	2006		2005		Amount Reported		Constant Currency
	(Unaudited)
Revenues from services (a)	$	17,562.5	$	15,845.4	10.8	%	10.0	%
Cost of services (b)		14,416.5		13,013.6	10.8	%

Gross profit		3,146.0		2,831.8	11.1	%	10.3	%
Selling and administrative expenses (b)		2,613.9		2,403.0	8.8	%	8.2	%

Operating profit		532.1		428.8	24.1	%	21.9	%
Interest and other expenses		50.2		41.8	20.2	%

Earnings before income taxes and discontinued operations		481.9		387.0	24.5	%	22.1	%
Provision for income taxes		176.2		131.9	33.6	%

Net earnings from continuing operations		305.7		255.1	19.8	%	17.5	%
Income from discontinued operations, net of income taxes		92.3		5.0	N/A

Net earnings	$	398.0		260.1	53.0	%	48.2	%

Net earnings per share - basic:
Continuing operations	$	3.55	$	2.89	22.8	%
Discontinued operations		1.07		0.06	N/A

Total	$	4.62	$	2.95	56.6	%

Net earnings per share - diluted:
Continuing operations	$	3.48	$	2.81	23.8	%	21.7	%
Discontinued operations		1.06		0.06	N/A

Total	$	4.54	$	2.87	58.2	%	53.0	%

Weighted average shares - basic		86.2		88.1	-2.2	%

Weighted average shares - diluted		87.7		91.1	-3.7	%

(a)

Revenues from services include fees received from our franchise offices of $35.7 million and $35.8 million for the year ended December 31, 2006 and 2005, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $1,497.0 million and $1,510.7 million for the year ended December 31, 2006 and 2005, respectively.

(b)

Our French business tax and profit sharing expenses, totaling $117.4 million and $94.9 million for the year ended December 31, 2006 and 2005 respectively, previously reported as Selling and administrative expenses, are now reported in Cost of services, as we believe this presentation is more appropriate given the nature of these expenses. All previously reported results have been revised to conform to the current year presentation.

Manpower Inc.

Operating Unit Results

(In millions)


	Year Ended December 31
					% Variance
	2006		2005		Amount Reported		Constant Currency
	(Unaudited)
Revenues from Services: (a)
United States (b)	$	2,114.9	$	2,048.3	3.2	%	3.2	%
France		6,019.1		5,475.8	9.9	%	8.4	%
EMEA		6,363.3		5,471.2	16.3	%	14.7	%
Jefferson Wells		373.0		386.2	-3.4	%	-3.4	%
Right Management		387.3		401.8	-3.6	%	-4.2	%
Other Operations		2,304.9		2,062.1	11.8	%	13.8	%

	$	17,562.5	$	15,845.4	10.8	%	10.0	%

Operating Unit Profit: (a)
United States	$	87.4	$	68.7	27.2	%	27.2	%
France		203.3		168.7	20.5	%	17.6	%
EMEA		220.2		144.1	52.9	%	48.1	%
Jefferson Wells		31.9		33.3	-4.2	%	-4.2	%
Right Management		18.3		25.7	-28.8	%	-28.2	%
Other Operations		69.9		60.4	16.0	%	19.6	%

		631.0		500.9
Corporate expenses		85.8		59.0
Amortization of intangible assets		13.1		13.1

Operating profit		532.1		428.8	24.1	%	21.9	%
Interest and other expenses (c)		50.2		41.8
Earnings before income taxes and discontinued operations	$	481.9	$	387.0

(a)

(b)

In the United States, revenues from services include fees received from the related franchise offices of $24.4 million and $24.9 million for the year ended December 31, 2006 and 2005, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $1,146.1 million and $1,196.9 million for the year ended December 31, 2006 and 2005, respectively.

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


	2006			2005
Interest expense	$	54.1		$	46.7
Interest income		(18.3	)		(9.8	)
Foreign exchange losses		3.2			—
Miscellaneous expense, net		11.2			4.9

	$	50.2		$	41.8

Manpower Inc.

Consolidated Balance Sheets

(In millions)


	Dec. 31 2006			Dec. 31 2005
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	687.9		$	454.9
Accounts receivable, net		3,837.2			3,208.2
Prepaid expenses and other assets		90.5			107.5
Future income tax benefits		66.4			71.1

Total current assets		4,682.0			3,841.7

Other assets:
Goodwill and other intangible assets, net		1,293.6			1,256.5
Other assets		336.4			273.8

Total other assets		1,630.0			1,530.3

Property and equipment:
Land, buildings, leasehold improvements and equipment		693.2			642.4
Less: accumulated depreciation and amortization		491.1			446.0

Net property and equipment		202.1			196.4

	$	6,514.1		$	5,568.4

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	889.9		$	685.4
Employee compensation payable		180.7			150.6
Accrued liabilities		562.1			435.4
Accrued payroll taxes and insurance		699.9			607.2
Value added taxes payable		517.0			441.9
Short-term borrowings and current maturities of long-term debt		32.0			260.0

Total current liabilities		2,881.6			2,580.5

Other liabilities:
Long-term debt		791.2			475.0
Other long-term liabilities		367.1			366.3

Total other liabilities		1,158.3			841.3

Shareholders’ equity:
Common stock		1.0			1.0
Capital in excess of par value		2,420.7			2,346.7
Retained earnings		617.0			269.9
Accumulated other comprehensive income (loss)		120.6			(11.0	)
Treasury stock, at cost		(685.1	)		(460.0	)

Total shareholders’ equity		2,474.2			2,146.6

Total liabilities and shareholders’ equity	$	6,514.1		$	5,568.4

Manpower Inc.

Consolidated Statements of Cash Flows

(In millions)


	Year Ended Dec. 31
	2006			2005
	(Unaudited)
Cash Flows from Operating Activities:
Net earnings	$	398.0		$	260.1
Adjustments to reconcile net earnings to net cash provided by operating activities:
Gain on sale of businesses		(121.8	)		(2.6	)
Depreciation and amortization		88.8			92.9
Amortization of discount on convertible debentures		—			1.9
Deferred income taxes		(37.3	)		49.1
Provision for doubtful accounts		27.4			22.9
Stock based compensation		22.5			1.7
Excess tax benefit on exercise of stock options		(8.2	)		—
Changes in operating assets and liabilities excluding the impact of acquisitions:
Accounts receivable		(381.0	)		(350.4	)
Other assets		35.1			(46.1	)
Other liabilities		335.6			239.3

Cash provided by operating activities		359.1			268.8

Cash Flows from Investing Activities:
Capital expenditures		(80.0	)		(77.6	)
Acquisitions of businesses, net of cash acquired		(13.0	)		(12.9	)
Proceeds from sale of businesses		123.9			—
Proceeds from sale of an equity interest		8.8			—
Proceeds from the sale of property and equipment		5.3			4.8

Cash provided (used) by investing activities		45.0			(85.7	)

Cash Flows from Financing Activities:
Net borrowings of short-term facilities and long-term debt		2.1			174.8
Cash paid to settle convertible debentures		—			(206.6	)
Proceeds from settlement of swap agreements		—			50.7
Proceeds from stock option and purchase plans		54.0			28.0
Excess tax benefit on exercise of stock options		8.2			—
Repurchases of common stock		(235.9	)		(217.6	)
Dividends paid		(50.8	)		(41.2	)

Cash used by financing activities		(222.4	)		(211.9	)

Effect of exchange rate changes on cash		51.3			(48.1	)

Change in cash and cash equivalents		233.0			(76.9	)

Cash and cash equivalents, beginning of period		454.9			531.8

Cash and cash equivalents, end of period	$	687.9		$	454.9

Presentation materials for conference call

Manpower Inc.

2006 4

Quarter Results

Now

January 30, 2007

Exhibit 99.2

Manpower Inc. 2006 4

Quarter Results

Forward Looking Statement

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.

Forward-looking statements can be identified by words such as

“expect,”

“plan,”

“may,”

“will,”

and similar expressions. 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, 2005, 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. 2006 4

Quarter Results

Consolidated Financial Highlights

Operating Profit

$170M

OP Margin

3.6%

9% CC

Revenue

$4.7B

Gross Margin

18.4%

EPS

from

Continuing

Operations

$1.15

16%

9% CC

3 bps

40 bps

15%

30%

22% CC

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.

Manpower Inc. 2006 4

Quarter Results

Consolidated Gross Profit Margin Change

18.38%

18.35%

16%

17%

18%

19%

Q4 2005

2005 France

Payroll Tax

Audit

Settlement

Temporary

Recruitment

Permanent

Recruitment

Mix - Specialty

Q4 2006

- 0.32%

+ 0.29%

- 0.45%

+ 0.51%

Manpower Inc. 2006 4

Quarter Results

United States Segment

Q4 Financial Highlights

OUP Margin

5.1%

80 bps

Revenue

$528M

OUP

$27M

15%

Operating

Unit

Profit

(OUP)

the

measure

that

use

evaluate

segment

performance.

OUP

equal

segment

revenues

less

direct

costs

and

branch

and

national

headquarters

operating

costs.

Manpower Inc. 2006 4

Quarter Results

France Segment

Q4 Financial Highlights

OUP Margin

3.9%

Revenue

$1.6B

OUP

$61M

17%

8% CC

40 bps

28%

18% CC

Manpower Inc. 2006 4

Quarter Results

EMEA Segment

Q4 Financial Highlights

OUP Margin

4.5%

Revenue

$1.8B

OUP

$81M

24%

14% CC

90 bps

55%

44% CC

Manpower Inc. 2006 4

Quarter Results

EMEA –

Q4 Revenue Growth YoY

Revenue Growth -

Revenue Growth

% of Segment

Revenue

18%

16%

14%

13%

17%

29%

24%

40%

20%

28%

31%

34%

24%

-1%

21%

16%

11%

29%

14%

20%

Other

Spain

Netherlands

Germany

Elan

UK - Manpower

Nordics

Italy

Manpower Inc. 2006 4

Quarter Results

Jefferson Wells Segment

Q4 Financial Highlights

OUP Margin

7.4%

Revenue

$85M

OUP

$6M

280 bps

12%

41%

Manpower Inc. 2006 4

Quarter Results

Right Management Segment

Q4 Financial Highlights

OUP Margin

0.5%

Revenue

$99M

OUP

$0.4M

2% CC

320 bps

88%

74% CC

Manpower Inc. 2006 4

Quarter Results

Other Operations Segment

Q4 Financial Highlights

OUP Margin

3.4%

Revenue

$618M

OUP

$21M

15%

15% CC

20 bps

10%

10% CC

Manpower Inc. 2006 4

Quarter Results

Other Operations –

Q4 Revenue Growth YoY

Revenue Growth -

Revenue Growth

% of Segment

Revenue

35%

17%

14%

34%

30%

27%

19%

17%

Other

Australia/NZ

Mexico

Japan

Manpower Inc. 2006 4

Quarter Results

Financial Highlights

Manpower Inc. 2006 4

Quarter Results

Total Debt

Net Debt

Balance Sheet Highlights

416

370

280

135

842

902

735

823

250

500

750

1,000

2003

2004

2005

2006

Total Debt

($ in millions)

Total Debt to

Total Capitalization

39%

29%

26%

25%

10%

20%

30%

40%

2003

2004

2005

2006

Manpower Inc. 2006 4

Quarter Results

* 3,972,600 shares in 2006 and 5,000,000 shares in 2005.

Proceeds

from

Sales

Businesses

Cash Flow Summary –

Full Year

2006

2005

Cash from Operations

359

269

Capital Expenditures

(80)

(78)

Free Cash Flow

279

191

Share Repurchases *

(236)

(218)

Change in Debt

Other

–

Change in Cash

233

(77)

($ in millions)

133

Proceeds from Equity Plans

(56)

Dividends Paid

(51)

(41)

Manpower Inc. 2006 4

Quarter Results

20-22%

First Quarter Outlook

Revenue

U.S.

Flat/Down 2%

France

15-17%

(Up 7-9% CC)

EMEA

(Up 13-15% CC)

Jefferson Wells

Right Management

Up 2-4%

(Up/Down 1% CC)

Other

Up 11-13%

(Up 11-13% CC)

Total

Up 13-15%

(Up 8-10% CC)

Gross Profit Margin

17.8 -

18.0%

Operating Profit Margin

2.0 –

2.2%

Tax Rate from Continuing Operations

36.5%

EPS from Continuing Operations

$0.57 -

$0.61

(Pos. $.04 Currency)

Down 4-6%

2006 4

Quarter Results

Now

January 30, 2007

2006 4

Quarter Results

Questions?

Answers

January 30, 2007

Results of Operations & Operating Unit Results

Exhibit 99.3

(Page 1 of 9)

Manpower Inc.

Results of Operations ⁽¹⁾

(In millions)


	Three Months Ended March 31								Three Months Ended June 30
	2006		2005		% Variance				2006		2005		% Variance
	2006		2005		Amount Reported		Constant Currency		2006		2005		Amount Reported		Constant Currency
	(Unaudited)								(Unaudited)
Revenues from services	$	3,877.2	$	3,696.1	4.9	%	11.8	%	$	4,384.6	$	3,993.4	9.8	%	10.2	%
Cost of services		3,184.0		3,040.7	4.7	%				3,601.8		3,285.4	9.6	%

Gross profit		693.2		655.4	5.8	%	12.3	%		782.8		708.0	10.6	%	11.0	%
Selling and administrative expenses		632.9		594.8	6.4	%	12.6	%		644.7		600.5	7.4	%	7.9	%

Operating profit		60.3		60.6	-0.4	%	9.5	%		138.1		107.5	28.4	%	28.3	%
Interest and other expenses		13.0		11.8	10.6	%				12.5		11.2	11.3	%

Earnings before income taxes and discontinued operations		47.3		48.8	-3.1	%	5.7	%		125.6		96.3	30.4	%	29.9	%
Provision for income taxes		17.8		17.8	0.0	%				46.0		35.5	29.6	%
Net earnings from continuing operations		29.5		31.0	-4.9	%	3.8	%		79.6		60.8	30.9	%	30.4	%

Income from discontinued operations, net of income taxes		23.1		1.2	N/A					0.8		1.7	N/A

Net earnings	$	52.6	$	32.2	63.2	%	79.4	%	$	80.4	$	62.5	28.6	%	28.2	%

Net earnings per share - basic:
Continuing operations	$	0.34	$	0.34	0.0	%			$	0.91	$	0.69	31.9	%
Discontinued operations		0.26		0.02	N/A					0.01		0.02	N/A

Total	$	0.60	$	0.36	66.7	%			$	0.92	$	0.71	29.6	%

Net earnings per share - diluted:
Continuing operations	$	0.33	$	0.33	0.0	%	9.0	%	$	0.90	$	0.68	32.4	%	30.9	%
Discontinued operations		0.26		0.02	N/A					0.01		0.02	N/A

Total	$	0.59	$	0.35	68.6	%	85.7	%	$	0.91	$	0.70	30.0	%	28.6	%

Weighted average shares - basic		87.4		89.8	-2.6	%				87.3		88.6	-1.5	%

Weighted average shares - diluted		88.7		96.9	-8.5	%				88.7		89.5	-0.9	%


									Six Months Ended June 30
									2006		2005		% Variance
									2006		2005		Amount Reported		Constant Currency
									(Unaudited)
Revenues from services									$	8,261.8	$	7,689.5	7.4	%	11.0	%
Cost of services										6,785.8		6,326.1	7.3	%

Gross profit										1,476.0		1,363.4	8.3	%	11.6	%
Selling and administrative expenses										1,277.6		1,195.3	6.9	%	10.2	%

Operating profit										198.4		168.1	18.0	%	21.5	%
Interest and other expenses										25.5		23.0	11.0	%

Earnings before income taxes and discontinued operations										172.9		145.1	19.1	%	21.8	%
Provision for income taxes										63.8		53.3	19.7	%
Net earnings from continuing operations										109.1		91.8	18.8	%	21.4	%

Income from discontinued operations, net of income taxes										23.9		2.9	N/A

Net earnings									$	133.0	$	94.7	40.4	%	45.3	%

Net earnings per share - basic:
Continuing operations									$	1.25	$	1.03	21.4	%
Discontinued operations										0.27		0.03	N/A

Total									$	1.52	$	1.06	43.4	%

Net earnings per share - diluted:
Continuing operations									$	1.23	$	1.00	23.0	%	26.0	%
Discontinued operations										0.27		0.03	N/A

Total									$	1.50	$	1.03	45.6	%	50.5	%

Weighted average shares - basic										87.3		89.2	-2.1	%

Weighted average shares - diluted										88.8		93.2	-4.8	%

⁽¹⁾	Restatement for discontinued operations and reclassifications of business tax and profit sharing expenses.

(Page 2 of 9)

Manpower Inc.

Results of Operations ⁽¹⁾

(In millions)


	Three Months Ended September 30
	2006		2005		% Variance
	2006		2005		Amount Reported		Constant Currency
	(Unaudited)
Revenues from services	$	4,590.0	$	4,087.6	12.3	%	9.0	%
Cost of services		3,785.8		3,365.6	12.5	%

Gross profit		804.2		722.0	11.4	%	8.4	%
Selling and administrative expenses		640.3		592.1	8.1	%	5.4	%

Operating profit		163.9		129.9	26.2	%	22.3	%
Interest and other expenses		10.6		11.8	-10.5	%

Earnings before income taxes and discontinued operations		153.3		118.1	29.9	%	25.6	%
Provision for income taxes		56.3		43.2	30.3	%
Net earnings from continuing operations		97.0		74.9	29.6	%	25.3	%

Income from discontinued operations, net of income taxes		3.6		1.4	N/A

Net earnings	$	100.6	$	76.3	31.8	%	27.3	%

Net earnings per share - basic:
Continuing operations	$	1.14	$	0.86	32.6	%
Discontinued operations		0.04		0.02	N/A

Total	$	1.18	$	0.88	34.1	%

Net earnings per share - diluted:
Continuing operations	$	1.12	$	0.85	31.8	%	27.1	%
Discontinued operations		0.04		0.02	N/A

Total	$	1.16	$	0.87	33.3	%	28.7	%

Weighted average shares - basic		85.3		87.0	-2.0	%

Weighted average shares - diluted		86.7		88.2	-1.8	%


	Nine Months Ended September 30
	2006		2005		% Variance
	2006		2005		Amount Reported		Constant Currency
	(Unaudited)
Revenues from services	$	12,851.8	$	11,777.1	9.1	%	10.3	%
Cost of services		10,571.6		9,691.7	9.1	%

Gross profit		2,280.2		2,085.4	9.3	%	10.5	%
Selling and administrative expenses		1,917.9		1,787.4	7.3	%	8.6	%

Operating profit		362.3		298.0	21.6	%	21.8	%
Interest and other expenses		36.1		34.8	3.7	%

Earnings before income taxes and discontinued operations		326.2		263.2	24.0	%	23.5	%
Provision for income taxes		120.1		96.5	24.4	%
Net earnings from continuing operations		206.1		166.7	23.7	%	23.2	%

Income from discontinued operations, net of income taxes		27.5		4.3	N/A

Net earnings	$	233.6	$	171.0	36.6	%	37.2	%

Net earnings per share - basic:
Continuing operations	$	2.38	$	1.88	26.6	%
Discontinued operations		0.32		0.05	N/A

Total	$	2.70	$	1.93	39.9	%

Net earnings per share - diluted:
Continuing operations	$	2.34	$	1.83	27.9	%	27.3	%
Discontinued operations		0.31		0.05	N/A

Total	$	2.65	$	1.88	41.0	%	42.0	%

Weighted average shares - basic		86.5		88.4	-2.2	%

Weighted average shares - diluted		88.0		91.7	-4.0	%

⁽¹⁾	Restatement for discontinued operations and reclassifications of business tax and profit sharing expenses.

(Page 3 of 9)

Manpower Inc.

Results of Operations ⁽¹⁾

(In millions)


	Three Months Ended March 31									Three Months Ended June 30
	2005		2004			% Variance				2005		2004			% Variance
	2005		2004			Amount Reported		Constant Currency		2005		2004			Amount Reported		Constant Currency
	(Unaudited)									(Unaudited)
Revenues from services	$	3,696.1	$	3,270.8		13.0	%	9.1	%	$	3,993.4	$	3,560.5		12.2	%	8.4	%
Cost of services		3,040.7		2,679.8		13.5	%				3,285.4		2,911.1		12.9	%

Gross profit		655.4		591.0		10.9	%	7.3	%		708.0		649.4		9.0	%	5.6	%
Selling and administrative expenses		594.8		534.0		11.4	%	7.9	%		600.5		553.8		8.4	%	5.1	%

Operating profit		60.6		57.0		6.4	%	1.9	%		107.5		95.6		12.4	%	8.6	%
Interest and other expenses		11.8		(3.9	)	N/A					11.2		12.2		-8.1	%

Earnings before income taxes and discontinued operations		48.8		60.9		-19.9	%	-22.9	%		96.3		83.4		15.5	%	11.9	%
Provision for income taxes		17.8		20.6		-13.6	%				35.5		30.0		18.4	%
Net earnings from continuing operations		31.0		40.3		-23.1	%	-26.0	%		60.8		53.4		13.8	%	10.3	%

Income from discontinued operations, net of income taxes		1.2		(0.7	)	N/A					1.7		(0.3	)	N/A

Net earnings	$	32.2	$	39.6		-18.6	%	-21.7	%	$	62.5	$	53.1		17.7	%	14.2	%

Net earnings per share - basic:
Continuing operations	$	0.34	$	0.47		-27.7	%			$	0.69	$	0.60		15.0	%
Discontinued operations		0.02		(0.01	)	N/A					0.02		(0.01	)	N/A

Total	$	0.36	$	0.46		-21.7	%			$	0.71	$	0.59		20.3	%

Net earnings per share - diluted:
Continuing operations	$	0.33	$	0.44		-25.0	%	-25.6	%	$	0.68	$	0.56		21.4	%	17.9	%
Discontinued operations		0.02		(0.01	)	N/A					0.02		—		N/A

Total	$	0.35	$	0.43		-18.6	%	-21.6	%	$	0.70	$	0.56		25.0	%	21.4	%

Weighted average shares - basic		89.8		85.9		4.6	%				88.6		89.6		-1.2	%

Weighted average shares - diluted		96.9		93.9		3.2	%				89.5		97.4		-8.1	%


										Six Months Ended June 30
										2005		2004			% Variance
										2005		2004			Amount Reported		Constant Currency
										(Unaudited)
Revenues from services										$	7,689.5	$	6,831.3		12.6	%	8.8	%
Cost of services											6,326.1		5,590.9		13.1	%

Gross profit											1,363.4		1,240.4		9.9	%	6.4	%
Selling and administrative expenses											1,195.3		1,087.8		9.9	%	6.5	%

Operating profit											168.1		152.6		10.2	%	6.1	%
Interest and other expenses											23.0		8.3		N/A

Earnings before income taxes and discontinued operations											145.1		144.3		0.5	%	-2.8	%
Provision for income taxes											53.3		50.6		5.4	%
Net earnings from continuing operations											91.8		93.7		-2.1	%	-5.3	%

Income from discontinued operations, net of income taxes											2.9		(1.0	)	N/A

Net earnings										$	94.7	$	92.7		2.2	%	-1.2	%

Net earnings per share - basic:
Continuing operations										$	1.03	$	1.07		-3.7	%
Discontinued operations											0.03		(0.01	)	N/A

Total										$	1.06	$	1.06		0.0	%

Net earnings per share - diluted:
Continuing operations										$	1.00	$	1.00		0.0	%	-3.0	%
Discontinued operations											0.03		(0.01	)	N/A

Total										$	1.03	$	0.99		4.0	%	1.0	%

Weighted average shares - basic											89.2		87.7		1.7	%

Weighted average shares - diluted											93.2		96.0		-2.9	%

⁽¹⁾	Restatement for discontinued operations and reclassifications of business tax and profit sharing expenses.

(Page 4 of 9)

Manpower Inc.

Results of Operations ⁽¹⁾

(In millions)


	Three Months Ended September 30									Three Months Ended December 31
	2005		2004			% Variance				2005		2004			% Variance
	2005		2004			Amount Reported		Constant Currency		2005		2004			Amount Reported		Constant Currency
	(Unaudited)									(Unaudited)
Revenues from services	$	4,087.6	$	3,838.2		6.5	%	6.3	%	$	4,068.3	$	4,005.5		1.6	%	8.1	%
Cost of services		3,365.6		3,144.4		7.0	%				3,321.9		3,270.4		1.6	%

Gross profit		722.0		693.8		4.1	%	3.8	%		746.4		735.1		1.5	%	7.7	%
Selling and administrative expenses		592.1		566.5		4.5	%	4.3	%		615.6		617.2		-0.2	%	5.6	%

Operating profit		129.9		127.3		2.0	%	1.7	%		130.8		117.9		10.9	%	18.7	%
Interest and other expenses		11.8		9.0		30.6	%				7.0		8.9		-22.5	%

Earnings before income taxes and discontinued operations		118.1		118.3		-0.2	%	-0.4	%		123.8		109.0		13.6	%	25.2	%
Provision for income taxes		43.2		34.5		25.3	%				35.4		39.2		-9.6	%
Net earnings from continuing operations		74.9		83.8		-10.6	%	-10.9	%		88.4		69.8		26.7	%	39.6	%

Income from discontinued operations, net of income taxes		1.4		(0.4	)	N/A					0.7		(0.2	)	N/A

Net earnings	$	76.3	$	83.4		-8.5	%	-8.7	%	$	89.1	$	69.6		27.9	%	41.0	%

Net earnings per share - basic:
Continuing operations	$	0.86	$	0.93		-7.5	%			$	1.01	$	0.77		31.2	%
Discontinued operations		0.02		—		N/A					0.01		—		N/A

Total	$	0.88	$	0.93		-5.4	%			$	1.02	$	0.77		32.5	%

Net earnings per share - diluted:
Continuing operations	$	0.85	$	0.87		-2.3	%	2.3	%	$	1.00	$	0.73		37.0	%	45.2	%
Discontinued operations		0.02		—		N/A					0.01		—		N/A

Total	$	0.87	$	0.87		0.0	%	-1.1	%	$	1.01	$	0.73		38.4	%	46.6	%

Weighted average shares - basic		87.0		90.0		-3.4	%				87.2		90.1		-3.2	%

Weighted average shares - diluted		88.2		97.2		-9.2	%				88.5		97.5		-9.2	%


	Nine Months Ended September 30									Year Ended December 31
	2005		2004			% Variance				2005		2004			% Variance
	2005		2004			Amount Reported		Constant Currency		2005		2004			Amount Reported		Constant Currency
	(Unaudited)									(Unaudited)
Revenues from services	$	11,777.1	$	10,669.5		10.4	%	7.9	%	$	15,845.4	$	14,675.0		8.0	%	7.9	%
Cost of services		9,691.7		8,735.3		10.9	%				13,013.6		12,005.7		8.4	%

Gross profit		2,085.4		1,934.2		7.8	%	5.5	%		2,831.8		2,669.3		6.1	%	6.1	%
Selling and administrative expenses		1,787.4		1,654.3		8.0	%	5.7	%		2,403.0		2,271.5		5.8	%	5.7	%

Operating profit		298.0		279.9		6.5	%	4.1	%		428.8		397.8		7.8	%	8.4	%
Interest and other expenses		34.8		17.3		N/A					41.8		26.2		59.2	%

Earnings before income taxes and discontinued operations		263.2		262.6		0.2	%	-1.7	%		387.0		371.6		4.2	%	6.2	%
Provision for income taxes		96.5		85.1		13.4	%				131.9		124.3		6.2	%
Net earnings from continuing operations		166.7		177.5		-6.1	%	-7.9	%		255.1		247.3		3.1	%	5.2	%

Income from discontinued operations, net of income taxes		4.3		(1.4	)	N/A					5.0		(1.6	)	N/A

Net earnings	$	171.0	$	176.1		-2.9	%	-4.7	%	$	260.1	$	245.7		5.9	%	7.9	%

Net earnings per share - basic:
Continuing operations	$	1.88	$	2.01		-6.5	%			$	2.89	$	2.78		4.0	%
Discontinued operations		0.05		(0.02	)	N/A					0.06		(0.02	)	N/A

Total	$	1.93	$	1.99		-3.0	%			$	2.95	$	2.76		6.9	%

Net earnings per share - diluted:
Continuing operations	$	1.83	$	1.88		-2.7	%	-4.3	%	$	2.81	$	2.61		7.7	%	8.4	%
Discontinued operations		0.05		(0.02	)	N/A					0.06		(0.02	)	N/A

Total	$	1.88	$	1.86		1.1	%	-1.1	%	$	2.87	$	2.59		10.8	%	11.6	%

Weighted average shares - basic		88.4		88.5		-0.1	%				88.1		88.9		-0.9	%

Weighted average shares - diluted		91.7		96.4		-4.9	%				91.1		96.8		-5.8	%

⁽¹⁾	Restatement for discontinued operations and reclassifications of business tax and profit sharing expenses.

(Page 5 of 9)

Manpower Inc.

Operating unit Results ⁽¹⁾

(In millions)


	Three Months Ended March 31								Three Months Ended June 30
					% Variance								% Variance
	2006		2005		Amount Reported		Constant Currency		2006		2005		Amount Reported		Constant Currency
	(Unaudited)								(Unaudited)
Revenue from Services:
United States	$	510.3	$	475.9	7.2	%	7.2	%	$	534.6	$	506.7	5.5	%	5.5	%
France		1,240.5		1,238.0	0.2	%	9.2	%		1,535.6		1,397.0	9.9	%	9.8	%
EMEA		1,392.2		1,289.5	8.0	%	17.2	%		1,549.2		1,381.1	12.2	%	12.6	%
Jefferson Wells		95.5		92.7	3.0	%	3.0	%		98.8		93.5	5.7	%	5.7	%
Right Management		95.3		103.3	-7.7	%	-4.4	%		102.6		107.1	-4.2	%	-4.2	%
Other Operations		543.4		496.7	9.4	%	13.8	%		563.8		508.0	11.0	%	13.7	%

	$	3,877.2	$	3,696.1	4.9	%	11.8	%		4,384.6		3,993.4	9.8	%	10.2	%

Operating Unit Profit:
United States	$	9.5	$	4.9	93.3	%	93.3	%	$	22.5	$	18.0	25.2	%	25.2	%
France		30.4		28.4	7.1	%	16.7	%		49.7		42.0	18.3	%	17.7	%
EMEA		23.0		12.1	90.8	%	109.6	%		50.7		35.9	40.9	%	39.9	%
Jefferson Wells		5.7		8.1	-29.4	%	-29.4	%		10.0		9.3	7.7	%	7.7	%
Right Management		4.6		10.3	-54.8	%	-55.5	%		11.1		9.5	15.8	%	14.3	%
Other Operations		17.6		12.1	44.7	%	53.8	%		14.8		12.8	16.5	%	21.2	%

		90.8		75.9						158.8		127.5
Corporate Expenses		27.3		12.1						17.4		16.7
Amortization of intangible assets		3.2		3.2						3.3		3.3

Operating profit		60.3		60.6	-0.4	%	9.5	%		138.1		107.5	28.4	%	28.3	%
Interest and other expenses		13.0		11.8						12.5		11.2

Earnings before income taxes and discontinued operations	$	47.3	$	48.8					$	125.6	$	96.3


									Six Months Ended June 30
													% Variance
									2006		2005		Amount Reported		Constant Currency
									(Unaudited)
Revenue from Services:
United States									$	1,044.9	$	982.6	6.3	%	6.3	%
France										2,776.1		2,635.0	5.4	%	9.5	%
EMEA										2,941.4		2,670.6	10.1	%	14.8	%
Jefferson Wells										194.3		186.2	4.3	%	4.3	%
Right Management										197.9		210.4	-6.0	%	-4.3	%
Other Operations										1,107.2		1,004.7	10.2	%	13.8	%

									$	8,261.8	$	7,689.5	7.4	%	11.0	%

Operating Unit Profit:
United States									$	32.0	$	22.9	39.8	%	39.8	%
France										80.1		70.4	13.8	%	17.3	%
EMEA										73.7		48.0	53.4	%	57.4	%
Jefferson Wells										15.7		17.4	-9.6	%	-9.6	%
Right Management										15.7		19.8	-20.9	%	-21.9	%
Other Operations										32.4		24.9	30.3	%	37.2	%

										249.6		203.4
Corporate Expenses										44.7		28.8
Amortization of intangible assets										6.5		6.5

Operating profit										198.4		168.1	18.0	%	21.5	%
Interest and other expenses										25.5		23.0

Earnings before income taxes and discontinued operations									$	172.9	$	145.1

⁽¹⁾	Restatement for discontinued operations and reclass of segment results.

(Page 6 of 9)

Manpower Inc.

Operating unit Results ⁽¹⁾

(In millions)


	Three Months Ended September 30
					% Variance
	2006		2005		Amount Reported		Constant Currency
	(Unaudited)
Revenue from Services:
United States	$	542.1	$	531.5	2.0	%	2.0	%
France		1,654.0		1,479.3	11.8	%	7.0	%
EMEA		1,629.7		1,355.9	20.2	%	15.1	%
Jefferson Wells		93.9		103.9	-9.6	%	-9.6	%
Right Management		90.5		94.8	-4.6	%	-6.7	%
Other Operations		579.8		522.2	11.0	%	12.8	%

	$	4,590.0	$	4,087.6	12.3	%	9.0	%

Operating Unit Profit:
United States	$	28.6	$	22.6	26.7	%	26.7	%
France		62.0		50.6	22.4	%	17.1	%
EMEA		65.9		44.2	49.2	%	43.0	%
Jefferson Wells		10.0		11.5	-13.7	%	-13.7	%
Right Management		2.2		2.3	-5.2	%	-10.3	%
Other Operations		16.4		16.3	1.3	%	3.8	%

		185.1		147.5
Corporate Expenses		17.9		14.3
Amortization of intangible assets		3.3		3.3

Operating profit		163.9		129.9	26.2	%	22.3	%
Interest and other expenses		10.6		11.8

Earnings before income taxes and discontinued operations	$	153.3	$	118.1


	Nine Months Ended September 30
					% Variance
	2006		2005		Amount Reported		Constant Currency
	(Unaudited)
Revenue from Services:
United States	$	1,587.0	$	1,514.1	4.8	%	4.8	%
France		4,430.1		4,114.3	7.7	%	8.6	%
EMEA		4,571.1		4,026.5	13.5	%	14.9	%
Jefferson Wells		288.2		290.1	-0.6	%	-0.6	%
Right Management		288.4		305.2	-5.5	%	-5.0	%
Other Operations		1,687.0		1,526.9	10.5	%	13.4	%

	$	12,851.8	$	11,777.1	9.1	%	10.3	%

Operating Unit Profit:
United States	$	60.6	$	45.5	33.3	%	33.3	%
France		142.1		121.0	17.4	%	17.2	%
EMEA		139.6		92.2	51.4	%	50.5	%
Jefferson Wells		25.7		28.9	-11.2	%	-11.2	%
Right Management		17.9		22.1	-19.2	%	-20.7	%
Other Operations		48.8		41.2	18.8	%	23.9	%

		434.7		350.9
Corporate Expenses		62.6		43.1
Amortization of intangible assets		9.8		9.8

Operating profit		362.3		298.0	21.6	%	21.8	%
Interest and other expenses		36.1		34.8

Earnings before income taxes and discontinued operations	$	326.2	$	263.2

⁽¹⁾	Restatement for discontinued operations and reclass of segment results.

(Page 7 of 9)

Manpower Inc.

Operating unit Results ⁽¹⁾

(In millions)


	Three Months Ended March 31									Three Months Ended June 30
						% Variance								% Variance
	2005		2004			Amount Reported		Constant Currency		2005		2004		Amount Reported		Constant Currency
	(Unaudited)									(Unaudited)
Revenue from Services:
United States	$	475.9	$	474.6		0.3	%	0.3	%	$	506.7	$	517.3	-2.1	%	-2.1	%
France		1,238.0		1,131.4		9.4	%	4.3	%		1,397.0		1,272.7	9.8	%	5.3	%
EMEA		1,289.5		1,088.0		18.5	%	13.5	%		1,381.1		1,152.2	19.9	%	15.4	%
Jefferson Wells		92.7		50.5		83.7	%	83.7	%		93.5		76.6	22.0	%	22.0	%
Right Management		103.3		100.4		2.9	%	0.4	%		107.1		118.1	-9.4	%	-11.8	%
Other Operations		496.7		425.9		16.6	%	13.9	%		508.0		423.6	20.0	%	14.9	%

	$	3,696.1	$	3,270.8		13.0	%	9.1	%	$	3,993.4	$	3,560.5	12.2	%	8.4	%

Operating Unit Profit:
United States	$	4.9	$	2.8		74.6	%	74.6	%	$	18.0	$	14.1	27.3	%	27.3	%
France		28.4		28.8		-1.5	%	-6.7	%		42.0		39.5	6.5	%	2.5	%
EMEA		12.1		14.1		-14.1	%	-17.8	%		35.9		26.8	34.4	%	29.7	%
Jefferson Wells		8.1		2.0		N/A		N/A			9.3		11.1	-16.0	%	-16.0	%
Right Management		10.3		9.6		7.4	%	4.9	%		9.5		12.6	-25.0	%	-27.2	%
Other Operations		12.1		15.2		-20.0	%	-21.9	%		12.8		9.3	36.1	%	30.0	%

		75.9		72.5							127.5		113.4
Corporate Expenses		12.1		13.2							16.7		14.4
Amortization of intangible assets		3.2		2.3							3.3		3.4

Operating profit		60.6		57.0		6.4	%	1.9	%		107.5		95.6	12.4	%	8.6	%
Interest and other expenses		11.8		(3.9	)						11.2		12.2

Earnings before income taxes and discontinued operations	$	48.8	$	60.9						$	96.3	$	83.4


										Six Months Ended June 30
														% Variance
										2005		2004		Amount Reported		Constant Currency
										(Unaudited)
Revenue from Services:
United States										$	982.6	$	991.9	-0.9	%	-0.9	%
France											2,635.0		2,404.1	9.6	%	4.8	%
EMEA											2,670.6		2,240.2	19.2	%	14.5	%
Jefferson Wells											186.2		127.1	46.5	%	46.5	%
Right Management											210.4		218.5	-3.7	%	-6.2	%
Other Operations											1,004.7		849.5	18.3	%	14.4	%

											7,689.5		6,831.3	12.6	%	8.8	%

Operating Unit Profit:
United States											22.9		16.9	35.2	%	35.2	%
France											70.4		68.3	3.1	%	-1.4	%
EMEA											48.0		40.9	17.7	%	13.3	%
Jefferson Wells											17.4		13.1	32.7	%	32.7	%
Right Management											19.8		22.2	-11.1	%	-13.4	%
Other Operations											24.9		24.5	1.4	%	-2.1	%

											203.4		185.9
Corporate Expenses											28.8		27.6
Amortization of intangible assets											6.5		5.7

Operating profit											168.1		152.6	10.2	%	6.1	%
Interest and other expenses											23.0		8.3

Earnings before income taxes and discontinued operations										$	145.1	$	144.3

⁽¹⁾	Restatement for discontinued operations and reclass of segment results.

(Page 8 of 9)

Manpower Inc.

Operating unit Results ⁽¹⁾

(In millions)


	Three Months Ended September 30								Three Months Ended December 31
	2005		2004		% Variance				2005		2004			% Variance
	2005		2004		Amount Reported		Constant Currency		2005		2004			Amount Reported		Constant Currency
	(Unaudited)								(Unaudited)
Revenue from Services:
United States	$	531.5	$	531.8	—		—		$	534.2	$	517.4		3.2	%	3.2	%
France		1,479.3		1,394.8	6.1	%	6.4	%		1,361.5		1,401.2		-2.8	%	6.0	%
EMEA		1,355.9		1,257.3	7.8	%	8.4	%		1,444.7		1,385.5		4.3	%	12.9	%
Jefferson Wells		103.9		110.6	-6.1	%	-6.1	%		96.1		102.9		-6.5	%	-6.5	%
Right Management		94.8		100.7	-5.8	%	-6.3	%		96.6		105.4		-8.3	%	-4.7	%
Other Operations		522.2		443.0	17.9	%	14.0	%		535.2		493.1		8.5	%	11.5	%

	$	4,087.6	$	3,838.2	6.5	%	6.3	%	$	4,068.3	$	4,005.5		1.6	%	8.1	%

Operating Unit Profit:
United States	$	22.6	$	15.6	44.7	%	44.7	%	$	23.2	$	16.8		38.4	%	38.4	%
France		50.6		55.4	-8.7	%	-8.3	%		47.7		55.1		-13.5	%	-5.5	%
EMEA		44.2		34.4	27.7	%	28.2	%		51.9		41.6		24.7	%	36.3	%
Jefferson Wells		11.5		25.1	-54.2	%	-54.2	%		4.4		13.2		-66.5	%	-66.5	%
Right Management		2.3		3.5	-32.0	%	-35.9	%		3.6		(0.3	)	N/A		N/A
Other Operations		16.3		10.6	55.1	%	49.4	%		19.2		10.2		87.0	%	91.2	%

		147.5		144.6						150.0		136.6
Corporate Expenses		14.3		14.0						15.9		15.4
Amortization of intangible assets		3.3		3.3						3.3		3.3

Operating profit		129.9		127.3	2.0	%	1.7	%		130.8		117.9		10.9	%	18.7	%
Interest and other expenses		11.8		9.0						7.0		8.9

Earnings before income taxes and discontinued operations	$	118.1	$	118.3					$	123.8	$	109.0


	Nine Months Ended September 30								Year Ended December 31
	2005		2004		% Variance				2005		2004			% Variance
	2005		2004		Amount Reported		Constant Currency		2005		2004			Amount Reported		Constant Currency
	(Unaudited)								(Unaudited)
Revenue from Services:
United States	$	1,514.1	$	1,523.7	-0.6	%	-0.6	%	$	2,048.3	$	2,041.1		0.4	%	0.4	%
France		4,114.3		3,798.9	8.3	%	5.4	%		5,475.8		5,200.1		5.3	%	5.5	%
EMEA		4,026.5		3,497.5	15.1	%	12.3	%		5,471.2		4,883.0		12.0	%	12.5	%
Jefferson Wells		290.1		237.7	22.0	%	22.0	%		386.2		340.6		13.4	%	13.4	%
Right Management		305.2		319.2	-4.4	%	-6.3	%		401.8		424.6		-5.4	%	-5.9	%
Other Operations		1,526.9		1,292.5	18.1	%	14.2	%		2,062.1		1,785.6		15.5	%	13.5	%

		11,777.1		10,669.5	10.4	%	7.9	%	$	15,845.4	$	14,675.0		8.0	%	7.9	%

Operating Unit Profit:
United States		45.5		32.5	39.8	%	39.8	%	$	68.7	$	49.3		39.3	%	39.3	%
France		121.0		123.7	-2.1	%	-4.5	%		168.7		178.8		-5.6	%	-4.8	%
EMEA		92.2		75.3	22.3	%	20.1	%		144.1		116.9		23.1	%	25.9	%
Jefferson Wells		28.9		38.2	-24.4	%	-24.4	%		33.3		51.4		-35.2	%	-35.2	%
Right Management		22.1		25.7	-13.9	%	-16.4	%		25.7		25.4		1.4	%	-3.2	%
Other Operations		41.2		35.1	17.5	%	13.3	%		60.4		45.3		33.3	%	31.0	%

		350.9		330.5						500.9		467.1
Corporate Expenses		43.1		41.6						59.0		57.0
Amortization of intangible assets		9.8		9.0						13.1		12.3

Operating profit		298.0		279.9	6.5	%	4.1	%		428.8		397.8		7.8	%	8.4	%
Interest and other expenses		34.8		17.3						41.8		26.2

Earnings before income taxes and discontinued operations	$	263.2	$	262.6					$	387.0	$	371.6

⁽¹⁾	Restatement for discontinued operations and reclass of segment results.

(Page 9 of 9)

Manpower Inc.

Results of Operations ⁽¹⁾

(Unaudited)

(In millions)


	Three Months Ended March 31						Three Months Ended June 30
	Quarter to Date			Year to Date			Quarter to Date			Year to Date
	Restated			Restated			Restated			Restated
2004
Interest expense	$	11.1					$	11.9		$	23.0
Interest income		(2.4	)					(1.6	)		(4.0	)
Foreign exchange loss (gain)		0.1						0.2			0.3
Miscellaneous expense (income), net		(12.7	)					1.7			11.0

Interest and other expenses	$	(3.9	)				$	12.2		$	30.3

2005
Interest expense	$	11.5					$	10.8		$	22.3
Interest income		(2.3	)					(2.1	)		(4.4	)
Foreign exchange loss (gain)		0.8						(0.6	)		0.2
Miscellaneous expense (income), net		1.8						3.1			4.9

Interest and other expenses	$	11.8					$	11.2		$	23.0

2006
Interest expense	$	11.6					$	13.1		$	24.7
Interest income		(3.3	)					(3.8	)		(7.1	)
Foreign exchange loss (gain)		0.9						1.3			2.2
Miscellaneous expense (income), net		3.8						1.9			5.7

Interest and other expenses	$	13.0					$	12.5		$	25.5

	Three Months Ended September 30						Three Months Ended December 31
	Quarter to Date			Year to Date			Quarter to Date			Year to Date
	Restated			Restated			Restated			Restated
2004
Interest expense	$	10.9		$	33.9		$	11.4		$	45.3
Interest income		(2.2	)		(6.2	)		(3.2	)		(9.4	)
Foreign exchange loss (gain)		(0.4	)		(0.1	)		(1.5	)		(1.6	)
Miscellaneous expense (income), net		0.7			(10.3	)		2.2			(8.1	)

Interest and other expenses	$	9.0		$	17.3		$	8.9		$	26.2

2005
Interest expense	$	12.4		$	34.7		$	12.0		$	46.7
Interest income		(2.0	)		(6.4	)		(3.4	)		(9.8	)
Foreign exchange loss (gain)		(0.2	)		—			—			—
Miscellaneous expense (income), net		1.6			6.5			(1.6	)		4.9

Interest and other expenses	$	11.8		$	34.8		$	7.0		$	41.8

2006
Interest expense	$	14.4		$	39.1
Interest income		(4.4	)		(11.5	)
Foreign exchange loss (gain)		0.3			2.5
Miscellaneous expense (income), net		0.3			6.0

Interest and other expenses	$	10.6		$	36.1

⁽¹⁾	Restatement for discontinued operations.