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): April 21, 2010

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, 2010, we issued a press release announcing our results of operations for the three months ended March 31, 2010. 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 April 21, 2010
	99.2	Presentation materials for April 21, 2010 conference call

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, 2010	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, 2010
	99.2	Presentation materials for April 21, 2010 conference call

EX-99.1

              Exhibit 99.1

 

FOR IMMEDIATE RELEASE                                     Contact:

Mike Van Handel

Manpower Inc.

+1.414.906.6305

michael.vanhandel@manpower.com

Manpower Reports 1st Quarter 2010 Results

MILWAUKEE, WI, USA, April 21, 2010 – Manpower Inc. (NYSE: MAN) today reported that net earnings for the three months ended March 31, 2010 were $2.8 million, or 4 cents per diluted share, compared to a loss of $1.8 million, or 2 cents per diluted share, a year earlier. Revenues for the first quarter were $4.1 billion, an increase of 13% from the year earlier period, or 5% in constant currency.

Net earnings in the first quarter were favorably impacted by 3 cents per diluted share, as foreign currencies were relatively stronger compared to the prior year period..

In December 2009 the French government published changes to its business tax law effective in 2010.  Under the new law, a component of the business tax calculation is based upon added value (revenue less expenses as defined in the legislation).  Under U.S. Generally Accepted Accounting Principles (GAAP), a tax of this nature is classified as a component of the income tax provision.  Accordingly, the charge of $13.7 million related to this business tax was included in our provision for income taxes in the quarter.  Previously this amount would have been classified as a component of Cost of Services.  The amount of the business tax did not change materially as a result of the new calculation and, therefore, net earnings were not impacted.

Jeffrey A. Joerres, Manpower Inc. Chairman and Chief Executive Officer, said, “The Manpower team throughout the world performed extremely well.  We were able to exceed our anticipated revenue plans while we effectively managed our expenses.  In all major geographies we are experiencing strong cyclical trends and even stronger secular trends as companies need to respond to the increased demand but want to remain agile.

“Our major geographies, the U.S., France, Germany, U.K. and others, all have stronger revenue trajectories exiting the first quarter.

“In early April we completed the acquisition of COMSYS IT Partners, Inc.  This acquisition is an important component of our strategy, when coupled with our organic growth, as we aggressively expand our presence in the specialty staffing area.

"We anticipate that favorable economic trends will continue into the second quarter, resulting in earnings per share of 14 cents to 22 cents.  This includes a negative impact of 10 cents per share related to the COMSYS acquisition. We anticipate the impact of currency changes on the quarter will be negligible.”

In conjunction with its first quarter earnings release, Manpower will broadcast its conference call live over the Internet on April 21, 2010 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 workforce solutions; creating and delivering services that enable its clients to win in the changing world of work. With more than 60 years of experience, Manpower offers employers a range of solutions and 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 nearly 4000 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 economic trends and 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, 2009, 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
	2010		2009			Reported			Currency
	(Unaudited)
Revenues from services (a) (b)	$	4,099.3	$	3,643.0			12.5	%		5.1	%
Cost of services		3,397.8		2,977.3			14.1	%		6.6	%
Gross profit		701.5		665.7			5.4	%		-1.4	%
Selling and administrative expenses		668.9		664.3			0.7	%		-5.5	%
Operating profit		32.6		1.4			N/A			N/A
Interest and other expenses		12.9		11.9			8.7	%
Earnings (loss) before income taxes		19.7		(10.5	)		N/A			N/A
Provision for income taxes		16.9		(8.7	)		N/A
Net earnings (loss)	$	2.8	$	(1.8	)		N/A			N/A
Net earnings (loss) per share - basic	$	0.04	$	(0.02	)		N/A
Net earnings (loss) per share - diluted	$	0.04	$	(0.02	)		N/A			N/A
Weighted average shares - basic		78.6		78.1			0.6	%
Weighted average shares - diluted		79.9		78.1			2.2	%
(a) Revenues from services include fees received from our franchise offices of $4.6 million and $5.1 million for the three months ended March 31, 2010 and 2009, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $193.9 million and $158.9 million for the three months ended March 31, 2010 and 2009, respectively.
(b) Our 2009 results have been restated as disclosed in Note 16 to the Consolidated Financial Statements included in our 2009 Annual Report to Shareholders.

Manpower Inc.
Operating Unit Results
(In millions)
	Three Months Ended March 31
							% Variance
							Amount			Constant
	2010			2009			Reported			Currency
	(Unaudited)
Revenues from Services:
Americas:
United States  (a)	$	442.1		$	373.8			18.3	%		18.3	%
Other Americas		294.5			219.2			34.4	%		22.8	%
		736.6			593.0			24.2	%		19.9	%
France		1,107.5			956.9			15.7	%		9.3	%
EMEA:
Italy		234.2			220.4			6.3	%		0.4	%
Other EMEA (b)		1,379.6			1,258.8			9.6	%		0.4	%
		1,613.8			1,479.2			9.1	%		0.4	%
Asia Pacific		497.5			425.2			17.0	%		5.3	%
Right Management		103.3			136.0			-24.0	%		-27.9	%
Jefferson Wells		40.6			52.7			-22.9	%		-22.9	%
	$	4,099.3		$	3,643.0			12.5	%		5.1	%
Operating Unit (Loss) Profit:
Americas:
United States  (a)	$	(8.4	)	$	(14.5	)		N/A			N/A
Other Americas		9.6			4.8			101.0	%		87.1	%
		1.2			(9.7	)		N/A			N/A
France		0.2			1.0			-83.9	%		-69.7	%
EMEA:
Italy		6.8			1.4			386.1	%		362.9	%
Other EMEA (b)		16.8			(3.4	)		N/A			N/A
		23.6			(2.0	)		N/A			N/A
Asia Pacific		12.5			12.1			3.6	%		-9.3	%
Right Management		12.5			29.1			-56.9	%		-58.1	%
Jefferson Wells		(4.7	)		(7.5	)		N/A			N/A
		45.3			23.0
Corporate expenses		(26.4	)		(21.6	)
Reclassification of French business tax		13.7			-
Operating profit		32.6			1.4			N/A			N/A
Interest and other expenses (c)		(12.9	)		(11.9	)
Earnings (loss) before income taxes	$	19.7		$	(10.5	)
(a) In the United States, revenues from services include fees received from our franchise offices of $2.5 million and $2.0 million for the three months ended March 31, 2010 and 2009, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $132.2 million and $94.9 million for the three months ended March 31, 2010 and 2009, respectively.
(b) Our 2009 results have been restated as disclosed in Note 16 to the Consolidated Financial Statements included in our 2009 Annual Report to Shareholders.
(c) The components of interest and other expenses were:
		2010			2009
Interest expense	$	11.1		$	13.1
Interest income		(1.6	)		(4.4	)
Foreign exchange losses		1.9			0.5
Miscellaneous expenses, net		1.5			2.7
	$	12.9		$	11.9

Manpower Inc.
Consolidated Balance Sheets
(In millions)
	Mar. 31			Dec. 31
	2010			2009
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	943.8		$	1,014.6
Accounts receivable, net		3,075.7			3,070.8
Prepaid expenses and other assets		202.4			179.6
Future income tax benefits		55.7			67.4
Total current assets		4,277.6			4,332.4
Other assets:
Goodwill and other intangible assets, net		1,334.9			1,357.5
Other assets		339.9			347.5
Total other assets		1,674.8			1,705.0
Property and equipment:
Land, buildings, leasehold improvements and equipment		666.2			703.6
Less:  accumulated depreciation and amortization		503.6			527.2
Net property and equipment		162.6			176.4
Total assets	$	6,115.0		$	6,213.8
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,008.7		$	944.4
Employee compensation payable		159.4			187.8
Accrued liabilities		465.8			465.9
Accrued payroll taxes and insurance		515.4			572.0
Value added taxes payable		401.2			391.2
Short-term borrowings and current maturities of long-term debt		42.2			41.7
Total current liabilities		2,592.7			2,603.0
Other liabilities:
Long-term debt		675.5			715.6
Other long-term liabilities		360.2			358.7
Total other liabilities		1,035.7			1,074.3
Shareholders' equity:
Common stock		1.0			1.0
Capital in excess of par value		2,555.5			2,544.2
Retained earnings		1,112.4			1,109.6
Accumulated other comprehensive income		43.9			106.9
Treasury stock, at cost		(1,226.2	)		(1,225.2	)
Total shareholders' equity		2,486.6			2,536.5
Total liabilities and shareholders' equity	$	6,115.0		$	6,213.8

Manpower Inc.
Consolidated Statements of Cash Flows
(In millions)
	Three Months Ended
	Mar. 31
	2010			2009
	(Unaudited)
Cash Flows from Operating Activities:
Net earnings (loss)	$	2.8		$	(1.8	)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation and amortization		21.4			23.2
Deferred income taxes		(9.5	)		2.0
Provision for doubtful accounts		4.1			6.6
Share-based compensation		5.5			4.1
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		(127.1	)		572.3
Other assets		(35.6	)		(41.5	)
Other liabilities		95.5			(315.0	)
Cash (used in) provided by operating activities		(43.0	)		249.8
Cash Flows from Investing Activities:
Capital expenditures		(7.8	)		(8.9	)
Acquisitions of businesses, net of cash acquired		(0.1	)		(10.6	)
Proceeds from the sale of property and equipment		0.3			1.0
Cash used in investing activities		(7.6	)		(18.5	)
Cash Flows from Financing Activities:
Net change in short-term borrowings		0.2			(17.0	)
Proceeds from long-term debt		1.5			77.6
Repayments of long-term debt		(0.7	)		(116.1	)
Proceeds from share-based awards		4.9			4.7
Excess tax benefit on exercise of stock options		0.1			0.1
Cash provided by (used in) financing activities		6.0			(50.7	)
Effect of exchange rate changes on cash		(26.2	)		(53.6	)
Change in cash and cash equivalents		(70.8	)		127.0
Cash and cash equivalents, beginning of period		1,014.6			874.0
Cash and cash equivalents, end of period	$	943.8		$	1,001.0

EX-99.2

Helping Clients and Candidates

Win for Over Six Decades

2010April 21

MANPOWER INC.

2010 1st Quarter Results

Exhibit 99.2

2

This presentation includes forward-looking
statements, including earnings projections
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, 2009, 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

3

N/A

N/A

13%

5% CC

80 bps

Operating Profit$33M

OP Margin0.8%

Revenue$4.1B

Gross Margin17.1%

EPS $.04

120 bps

N/A

N/A

Q1 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.

(1) 2009 results include non-recurring items, including reorganization charges,totaling a net benefit of $6M
before income taxes.

(1)

Consolidated Financial Highlights

4

Consolidated Gross Margin Change

5

20% CC

Q1 Financial Highlights

24%

OUP Margin

0.2%

180 bps

Revenue

$737M

OUP

$1M

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.

(1) Included in these amounts is the US, which had revenue of $442M (+18%) and OUP loss of $8M.

(1)

N/A

N/A

(2) 2009 includes reorganization charges totaling $0.9M.

(2)

Americas Segment
(18% of Revenue)

6

Revenue Growth - CC

Revenue Growth

% of Segment

Revenue

60%

14%

9%

17%

Americas - Q1 Revenue Growth YoY

7

7

France Segment
(27% of Revenue)

Q1 Financial Highlights

OUP Margin

0.0%

Revenue

$1.1B

OUP

$0M

16%

9% CC

10 bps

84%

70% CC

(1)

(1) 2009 includes non-recurring items, including reorganization charges, totaling a net benefit of $3.2M.

(1)

(1)

8

(1)Included in these amounts is Italy, which had revenue of $234M (+6% in USD, 0% in CC) and OUP of
$7M (+386% in USD, +363% in CC).

(2) 2009 includes non-recurring items, including reorganization charges, totaling a net benefit of $1.7M.

Q1 Financial Highlights

OUP Margin

1.5%

Revenue

$1.6B

OUP

$24M

9%

0% CC

160 bps

N/A

N/A

(1)

(2)

EMEA Segment
(39% of Revenue)

9

Revenue Growth - CC

Revenue Growth

% of Segment

Revenue

15%

14%

13%

11%

10%

5%

23%

9%

EMEA - Q1 Revenue Growth YoY

10

Q1 Financial Highlights

OUP Margin

2.5%

Revenue

$497M

OUP

$13M

17%

5% CC

30 bps

4%

9% CC

(1)

(1)

(1)

(1) 2009 includes non-recurring items, including reorganization charges, totaling a net benefit of $3.9M.

Asia Pacific Segment
(12% of Revenue)

11

Revenue Growth - CC

Revenue Growth

% of Segment

Revenue

52%

25%

23%

Asia Pacific - Q1 Revenue Growth YoY

12

57%

58% CC

Q1 Financial Highlights

OUP Margin

12.1%

Revenue

$103M

OUP

$13M

24%

28% CC

930 bps

Right Management Segment
(3% of Revenue)

13

Jefferson Wells Segment
(1% of Revenue)

Q1 Financial Highlights

OUP Margin

- 11.7%

Revenue

$41M

OUP

$(5M)

250 bps

23%

N/A

(1)

(1) 2009 includes reorganization charges totaling $0.9M.

14

Financial Highlights

15

Results of Operations - Business Tax
Reclassification
(in millions of USD)

16

Reclass of French
Business Tax to
Provision for
Income Taxes

Segment Operating Unit Results
(in millions of USD)

17

Other

5

Change in Cash

(71)

127

7

2010

2009

Cash from Operations

(43)

250

Capital Expenditures

(8)

(9)

Free Cash Flow

(51)

241

Share Repurchases

-

-

Change in Debt

-

(56)

($ in millions)

Effect of Exchange Rate Changes

(26)

(54)

Acquisitions of Businesses,

net of cash acquired

(11)

1

Cash Flow Summary - Q1

18

Total Debt

($ in millions)

Total Debt to

19

(b)

(b)

(a)

(a)

This $400M agreement requires, as of March 31, that we comply with a Debt-to-EBITDA ratio of less than 5.75 to 1 and a fixed charge
coverage ratio of greater than 1.25 to 1.As defined in the agreement, we had a Debt-to-EBITDA ratio of 3.00 and a fixed charge coverage
ratio of 1.63 as of March 31, 2010.

As of March 31, there were $6.0M of standby letters of credit issued under the agreement.

Interest

Rate

Maturity

Date

Total

Outstanding

Remaining

Available

Euro Notes:

- Euro 200M

4.86%

June 2013

269

-

- Euro 300M

4.58%

June 2012

405

-

Revolving Credit Agreement

2.80%

Nov 2012

-

394

351

Uncommitted lines and Other

Various

Various

44

Total Debt

718

745

Credit Facilities as of March 31, 2010($ in millions)

20

Closing date:

April 5, 2010

Consideration:

Cash

$192M

Stock

188M

(3.2M shares @ $58.94per share)

Debt Retired

47M

$427M

(1)

(1)Represents the closing stock price on April 5, which is higher than the average stock price of $57.98 used
to determine the conversion ratio for the tender offer.

Comsys Acquisition Summary

21

Revenue

Americas

Up 54-56%

France

Up 13-15%

(Up 14-16% CC)

Up 16-18%

Asia Pacific

(Up 9-11% CC)

Jefferson Wells

Right Management

Down 27-29%

(Down 29-31% CC)

Up 17-19%

(Up 16-18% CC)

Total

Gross Profit Margin

17.5-17.7%

Operating Profit Margin

1.1-1.3%

Tax Rate

63%

EPS

$0.14-$0.22 ($0.24-$0.32 before Comsys)

Down 11-13%

EMEA

(Up 10-12% CC)

Up 11-13%

(Up 52-54% CC)

Second Quarter Outlook

Questions?

Answers

April 21, 2010

Manpower Inc.
2010 1st Quarter Results