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): February 1, 2008

MANPOWER INC.

(Exact name of registrant as specified in its charter)

 

Wisconsin		1-10686		39-1672779
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

100 Manpower Place Milwaukee, Wisconsin		53212
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (414) 961-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 2.02

Results of Operations and Financial Condition

On February 1, 2008, we issued a press release announcing our results of operations for the three months and year ended December 31, 2007. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.

Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated February 1, 2008
99.2		Presentation materials for February 1, 2008 conference call

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

						MANPOWER INC.
Dated: February 1, 2008						By:		/s/ Michael J. Van Handel
								Michael J. Van Handel
								Executive Vice President, Chief Financial Officer and Secretary

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release dated February 1, 2008
99.2		Presentation materials for February 1, 2008 conference call

Exhibit 99.1

 

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

Manpower Reports 4^th Quarter and Full Year 2007 Results

MILWAUKEE, WI, USA, February 1, 2008 – Manpower Inc. (NYSE: MAN) today reported that net earnings per diluted share from continuing operations for the three months ended December 31, 2007 increased 42 percent to $1.63 from $1.15 in the prior year period. Net earnings from continuing operations in the quarter increased to $133.1 million from $99.6 million a year earlier. Revenues for the fourth quarter totaled $5.6 billion, an increase of 20 percent from the year earlier period, or an increase of 9 percent in constant currency.

Included in the fourth quarter results is $4.0 million ($2.5 million after tax, or 3 cents per diluted share) related to reorganization charges at Jefferson Wells. Additionally, net earnings from continuing operations in the fourth quarter were favorably impacted by 17 cents per diluted share, as foreign currencies were relatively stronger compared to the prior year period.

Jeffrey A. Joerres, Manpower Chairman and CEO said, “Our geographic balance and broad portfolio of services drove strong results in the fourth quarter and for the year. Europe, Asia and our emerging markets performed exceptionally well. Additionally, Right Management, our outplacement and organizational consulting company, had strong results in the fourth quarter.

“Our position globally has strengthened significantly throughout 2007, which gives us confidence as we move into 2008.

“We are anticipating diluted net earnings per share for the first quarter of 2008 to be in the range of 78 to 82 cents. This includes an estimated favorable currency impact of 8 cents per diluted share.”

Net earnings per diluted share from continuing operations for the year ended December 31, 2007 were $5.73, an increase of 65 percent from $3.48 in 2006. Net earnings from continuing operations were $484.7 million compared to $305.7 million in the prior year. Revenues for the year were $20.5 billion, an increase of 17 percent from the prior year, or an increase of 9 percent in constant currency.

Manpower Inc. • 100 Manpower Place, Milwaukee, WI 53212 • USA • Phone +1.414.961.1000 • www.manpower.com

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Included in the full year 2007 results is the favorable impact of the revised French payroll tax calculation of $1.05 per diluted share. As disclosed in the Company’s 8-K filed in July 2007, this revised calculation no longer applies after September 30, 2007. Additionally, results from continuing operations were favorably impacted by 35 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 February 1, 2008 at 7:30 a.m. CST (8:30 a.m. EST). 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. The $21 billion company offers employers a range of services for the entire employment and business cycle including permanent, temporary and contract recruitment; employee assessment and selection; training; outplacement; outsourcing and consulting. Manpower’s worldwide network of 4,500 offices in 78 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 http://www.manpower.com.

Forward-Looking Statements

This news release contains statements, including earnings projections, that are forward-looking in nature and, accordingly, are subject to risks and uncertainties regarding the Company’s expected future results. The Company’s actual results may differ materially from those described or contemplated in the forward-looking statements. Factors that may cause the Company’s actual results to differ materially from those contained in the forward-looking statements can be found in the Company’s reports filed with the SEC, including the information under the heading ‘Risk Factors’ in its Annual Report on Form 10-K for the year ended December 31, 2006, which information is incorporated herein by reference.

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Manpower Inc.

Results of Operations

(In millions, except per share data)

 

		Three Months Ended December 31
								% Variance
		2007			2006			Amount Reported			Constant Currency
		(Unaudited)
Revenues from services (a)		$	5,634.9		$	4,710.7		19.6	%		9.4	%
Cost of services			4,584.8			3,844.9		19.2	%
Gross profit			1,050.1			865.8		21.3	%		11.3	%
Selling and administrative expenses			826.9			696.0		18.8	%		9.8	%
Operating profit			223.2			169.8		31.5	%		17.6	%
Interest and other expenses			7.8			14.1		-44.2	%
Earnings before income taxes and discontinued operations			215.4			155.7		38.3	%		24.3	%
Provision for income taxes			82.3			56.1		46.6	%
Net earnings from continuing operations			133.1			99.6		33.7	%		20.1	%
Income from discontinued operations, net of income taxes			—			64.8		N/A
Net earnings		$	133.1		$	164.4		-19.1	%		-27.3	%
Net earnings per share - basic:
Continuing operations		$	1.65		$	1.17		41.0	%
Discontinued operations			—			0.77		N/A
Total		$	1.65		$	1.94		-14.9	%
Net earnings per share - diluted:
Continuing operations		$	1.63		$	1.15		41.7	%		27.0	%
Discontinued operations			—			0.75		N/A
Total		$	1.63		$	1.90		-14.2	%		-23.2	%
Weighted average shares - basic			80.5			84.8		-5.0	%
Weighted average shares - diluted			81.7			86.5		-5.5	%

 

(a)

Revenues from services include fees received from our franchise offices of $8.9 million and $9.3 million for the three months ended December 31, 2007 and 2006, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $296.9 million and $353.2 million for the three months ended December 31, 2007 and 2006, respectively.

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Manpower Inc.

Operating Unit Results

(In millions)

 

		Three Months Ended December 31
									% Variance
		2007				2006			Amount Reported			Constant Currency
		(Unaudited)
Revenues from Services:
United States (a)		$	487.8			$	527.9		-7.6	%		-7.6	%
France			1,876.1				1,589.0		18.1	%		5.1	%
Other EMEA (b)			1,951.7				1,470.0		32.8	%		20.2	%
Italy (b)			405.0				322.2		25.7	%		11.8	%
Jefferson Wells			81.4				84.8		-3.9	%		-3.9	%
Right Management			111.5				98.9		12.6	%		6.5	%
Other Operations			721.4				617.9		16.7	%		10.0	%
		$	5,634.9			$	4,710.7		19.6	%		9.4	%
Operating Unit Profit:
United States		$	18.4			$	26.8		-31.4	%		-31.4	%
France			82.0				61.2		34.0	%		19.5	%
Other EMEA (b)			89.9				64.4		39.6	%		25.1	%
Italy (b)			33.6				16.2		107.8	%		84.4	%
Jefferson Wells			(5.6	)			6.2		N/A			N/A
Right Management			11.8				0.4		N/A			N/A
Other Operations			26.9				21.1		28.1	%		23.6	%
			257.0				196.3
Corporate expenses			30.5				23.2
Amortization of intangible assets			3.3				3.3
Operating profit			223.2				169.8		31.5	%		17.6	%
Interest and other expenses (c)			7.8				14.1
Earnings before income taxes and discontinued operations		$	215.4			$	155.7

 

(a)

In the United States, revenues from services include fees received from our franchise offices of $5.9 million and $6.5 million for the three months ended December 31, 2007 and 2006, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $236.8 million and $286.0 million for the three months ended December 31, 2007 and 2006, respectively.

 

(b)	Italy and Other EMEA were combined as the EMEA segment in previous years. All previous years’ results have been revised to conform to the current year presentation.

 

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

 

		2007				2006
Interest expense		$	18.0			$	15.0
Interest income			(11.2	)			(6.8	)
Foreign exchange (gain) loss			(0.7	)			0.7
Miscellaneous expenses, net			1.7				5.2
		$	7.8			$	14.1

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Manpower Inc.

Results of Operations

(In millions, except per share data)

 

		Year Ended December 31
								% Variance
		2007			2006			Amount Reported			Constant Currency
		(Unaudited)
Revenues from services (a)		$	20,500.3		$	17,562.5		16.7	%		9.0	%
Cost of services			16,651.7			14,416.5		15.5	%
Gross profit			3,848.6			3,146.0		22.3	%		14.7	%
Selling and administrative expenses			3,023.2			2,613.9		15.7	%		8.9	%
Operating profit			825.4			532.1		55.1	%		43.3	%
Interest and other expenses			34.2			50.2		-31.9	%
Earnings before income taxes and discontinued operations			791.2			481.9		64.2	%		52.7	%
Provision for income taxes			306.5			176.2		73.9	%
Net earnings from continuing operations			484.7			305.7		58.6	%		47.4	%
Income from discontinued operations, net of income taxes			—			92.3		N/A
Net earnings		$	484.7			398.0		21.8	%		13.2	%
Net earnings per share - basic:
Continuing operations		$	5.83		$	3.55		64.2	%
Discontinued operations			—			1.07		N/A
Total		$	5.83		$	4.62		26.2	%
Net earnings per share - diluted:
Continuing operations		$	5.73		$	3.48		64.7	%		53.2	%
Discontinued operations			—			1.06		N/A
Total		$	5.73		$	4.54		26.2	%		17.4	%
Weighted average shares - basic			83.1			86.2		-3.6	%
Weighted average shares - diluted			84.6			87.7		-3.6	%

 

(a)

Revenues from services include fees received from our franchise offices of $35.7 million for the year ended December 31, 2007 and 2006. These fees are primarily based on revenues generated by the franchise offices, which were $1,408.5 million and $1,497.0 million for the year ended December 31, 2007 and 2006, respectively.

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Manpower Inc.

Operating Unit Results

(In millions)

 

		Year Ended December 31
									% Variance
		2007				2006			Amount Reported			Constant Currency
		(Unaudited)
Revenues from Services:
United States (a)		$	1,962.2			$	2,114.9		-7.2	%		-7.2	%
France			7,025.3				6,019.1		16.7	%		7.0	%
Other EMEA (b)			6,750.4				5,230.7		29.1	%		18.5	%
Italy (b)			1,398.1				1,132.6		23.4	%		13.0	%
Jefferson Wells			332.0				373.0		-11.0	%		-11.0	%
Right Management			409.9				387.3		5.8	%		1.3	%
Other Operations			2,622.4				2,304.9		13.8	%		10.5	%
		$	20,500.3			$	17,562.5		16.7	%		9.0	%
Operating Unit Profit:
United States		$	80.1			$	87.4		-8.3	%		-8.3	%
France			390.3				203.3		92.0	%		77.4	%
Other EMEA (b)			256.7				156.7		63.8	%		50.1	%
Italy (b)			103.7				63.5		63.3	%		49.1	%
Jefferson Wells			(5.2	)			31.9		N/A			N/A
Right Management			34.6				18.3		88.8	%		81.2	%
Other Operations			73.5				69.9		5.0	%		3.0	%
			933.7				631.0
Corporate expenses			95.2				85.8
Amortization of intangible assets			13.1				13.1
Operating profit			825.4				532.1		55.1	%		43.3	%
Interest and other expenses (c)			34.2				50.2
Earnings before income taxes and discontinued operations		$	791.2			$	481.9

 

(a)

In the United States, revenues from services include fees received from our franchise offices of $24.2 million and $24.4 million for the year ended December 31, 2007 and 2006, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $1,055.1 million and $1,146.1 million for the year ended December 31, 2007 and 2006, respectively.

 

(b)	Italy and Other EMEA were combined as the EMEA segment in previous years. All previous years’ results have been revised to conform to the current year presentation.

 

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

 

		2007				2006
Interest expense		$	64.5			$	54.1
Interest income			(35.5	)			(18.3	)
Foreign exchange (gain) loss			(0.6	)			3.2
Miscellaneous expenses, net			5.8				11.2
		$	34.2			$	50.2

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Manpower Inc.

Consolidated Balance Sheets

(In millions)

 

		Dec. 31 2007				Dec. 31 2006
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	537.5			$	687.9
Accounts receivable, net			4,478.8				3,837.2
Prepaid expenses and other assets			122.2				90.5
Future income tax benefits			76.3				66.4
Total current assets			5,214.8				4,682.0
Other assets:
Goodwill and other intangible assets, net			1,410.7				1,293.6
Other assets			377.7				336.4
Total other assets			1,788.4				1,630.0
Property and equipment:
Land, buildings, leasehold improvements and equipment			760.8				693.2
Less: accumulated depreciation and amortization			539.6				491.1
Net property and equipment			221.2				202.1
Total assets		$	7,224.4			$	6,514.1
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	1,014.4			$	889.9
Employee compensation payable			213.6				180.7
Accrued liabilities			679.4				562.1
Accrued payroll taxes and insurance			724.7				699.9
Value added taxes payable			583.7				517.0
Short-term borrowings and current maturities of long-term debt			39.7				32.0
Total current liabilities			3,255.5				2,881.6
Other liabilities:
Long-term debt			874.8				791.2
Other long-term liabilities			424.8				367.1
Total other liabilities			1,299.6				1,158.3
Shareholders’ equity:
Common stock			1.0				1.0
Capital in excess of par value			2,481.8				2,420.7
Retained earnings			1,040.3				617.0
Accumulated other comprehensive income			257.6				120.6
Treasury stock, at cost			(1,111.4	)			(685.1	)
Total shareholders’ equity			2,669.3				2,474.2
Total liabilities and shareholders’ equity		$	7,224.4			$	6,514.1

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Manpower Inc.

Consolidated Statements of Cash Flows

(In millions)

 

		Year Ended Dec. 31
		2007				2006
		(Unaudited)
Cash Flows from Operating Activities:
Net earnings		$	484.7			$	398.0
Adjustments to reconcile net earnings to net cash provided by operating activities:
Gain on sale of businesses			—				(121.8	)
Depreciation and amortization			99.0				88.8
Deferred income taxes			48.5				(19.6	)
Provision for doubtful accounts			21.8				27.4
Share-based compensation			26.0				22.5
Excess tax benefit on exercise of stock options			(4.6	)			(8.2	)
Changes in operating assets and liabilities, excluding the impact of acquisitions:
Accounts receivable			(316.0	)			(381.0	)
Other assets			(26.6	)			17.4
Other liabilities			99.4				335.6
Cash provided by operating activities			432.2				359.1
Cash Flows from Investing Activities:
Capital expenditures			(91.6	)			(80.0	)
Acquisitions of businesses, net of cash acquired			(122.8	)			(13.0	)
Proceeds from sale of business			—				123.9
Proceeds from sale of an equity interest			—				8.8
Proceeds from the sale of property and equipment			12.9				5.3
Cash (used) provided by investing activities			(201.5	)			45.0
Cash Flows from Financing Activities:
Net borrowings of short-term facilities and long-term debt			4.9				2.2
Proceeds from stock option and purchase plans			35.0				54.0
Excess tax benefit on exercise of stock options			4.6				8.2
Repurchases of common stock			(419.2	)			(235.9	)
Dividends paid			(57.1	)			(50.9	)
Cash used by financing activities			(431.8	)			(222.4	)
Effect of exchange rate changes on cash			50.7				51.3
Change in cash and cash equivalents			(150.4	)			233.0
Cash and cash equivalents, beginning of period			687.9				454.9
Cash and cash equivalents, end of period		$	537.5			$	687.9

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