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): February 1, 2005

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 February 1, 2005, we issued a press release announcing our results of operations for the three-month period and year ended December 31, 2004. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On February 1, 2005, we are making available certain restated Net Earnings Per Share – Diluted amounts for the quarterly and annual periods from 2001 to 2004. During September 2004, the Emerging Issues Task Force (“EITF”) issued Issue No. 04-8, “The Effect of Contingently Convertible Debt on Diluted Earnings Per Share” (“EITF 04-8”), which requires the effect of contingently convertible debt securities with a market price trigger to be included in the calculation of diluted earnings per share, using the “if-converted” method, regardless of whether the market price trigger has been met. EITF 04-8 also requires restatement of previously reported earnings. Our convertible debentures, issued in August 2001, have such a feature, and therefore we have restated Net Earnings Per Share – Diluted for all periods since their issuance. A copy of these restated Net Earnings Per Share – Diluted amounts is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Exhibits.

Exhibit No.	Description
99.1	Press Release dated February 1, 2005
99.2	Restated Net Earnings Per Share - Diluted

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, 2005	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 February 1, 2005
99.2	Restated Net Earnings Per Share - Diluted

EX-99.1

Exhibit 99.1

[MANPOWER logo]

FOR IMMEDIATE RELEASE

Contact:

Mike Van Handel

Chief Financial Officer

(414) 906-6305

Manpower Reports 4^th Quarter and Full-Year 2004 Results

MILWAUKEE, WI, USA, February 1, 2005 – Manpower Inc. (NYSE: MAN) today reported that net income for the three months ended December 31, 2004 increased 39 percent to $69.6 million, or 73 cents per diluted share, from $49.9 million, or 61 cents per diluted share, a year earlier. Revenues for the fourth quarter totaled $4.1 billion, an increase of 24 percent from the year-earlier period.

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 69 cents on a 16 percent revenue increase.

“The Manpower team executed well in the fourth quarter, reflecting the strength and momentum that we gained throughout 2004, with significant contributions from our European operations and Jefferson Wells, our financial professional services unit,” said Jeffrey A. Joerres, Chairman and CEO of Manpower Inc.

“The fourth quarter also provided continuing evidence that the combined offering of Manpower and Right Management Consultants — our career transition and organizational consulting unit — is redefining the services that are required to compete effectively in this industry.”

Net income for the year ended December 31, 2004 totaled $245.7 million or $2.59 per diluted share, up 78 percent from $137.7 million, or $1.69 per diluted share in 2003. Revenues for the year were $14.9 billion, an increase of 23 percent from the prior year. On a constant currency basis, earnings per diluted share for the year were $2.44 on a revenue increase of 14 percent.

“On a full year basis, earnings per share reached a record high of $2.59 per share for 2004,” said Joerres. “Throughout the year, we made investments and took actions that position us well for the future. We are confident that our unique service mix, designed to meet customer needs throughout the employment and business cycle, will continue to move us forward in 2005.

“As we look to the first quarter, we anticipate earnings per diluted share to range from 34 to 37 cents. This includes a one-cent benefit from currency.”

In conjunction with its fourth quarter earnings release, Manpower will broadcast its conference call live over the Internet on February 1 at 8:00 a.m. CST (9:00 a.m. EST). Interested parties are invited to listen 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, offering customers a continuum of services to meet their needs throughout the employment and business cycle. The company specializes in permanent, temporary and contract recruitment; employee assessment; training; career transition and organizational consulting services. Manpower’s worldwide network of 4,300 offices in 67 countries and territories enables the company to meet the needs of its 400,000 customers 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, enabling customers to concentrate on their core business activities. In addition to the Manpower brand, the company operates under the brand names of Right Management Consultants, Jefferson Wells, Elan and Brook Street. 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 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, 2003, which information is incorporated herein by reference.

Manpower Inc.

Results of Operations

(In millions, except per share data)

	Three Months Ended December 31
					% Variance
	2004		2003		Amount Reported		Constant Currency
	(Unaudited)
Revenues from services (a)	$	4,072.7	$	3,289.2	23.8	%	16.1	%
Cost of services		3,308.5		2,689.5	23.0	%
Gross profit		764.2		599.7	27.4	%	20.0	%
Selling and administrative expenses		646.7		510.6	26.6	%	19.4	%
Operating profit		117.5		89.1	31.9	%	23.1	%
Interest and other expenses		8.9		8.6	4.0	%
Earnings before income taxes		108.6		80.5	34.9	%
Provision for income taxes		39.0		30.6	27.4	%
Net earnings	$	69.6	$	49.9	39.4	%	31.8	%
Net earnings per share - basic	$	0.77	$	0.64	20.3	%
Net earnings per share - diluted (b)	$	0.73	$	0.61	19.7	%	13.1	%
Weighted average shares - basic		90.1		78.2	15.2	%
Weighted average shares - diluted (b)		97.5		85.9	13.5	%

(a) Revenues from services include fees received from our franchise offices of $9.5 million and $7.7 million for the three months ended December 31, 2004 and 2003, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $418.2 million and $339.6 million for the three months ended December 31, 2004 and 2003, respectively.

(b) Prior year figures have been restated to reflect the impact of applying the “if-converted” method to our convertible debentures.

Manpower Inc.

Operating Unit Results

(In millions)

	Three Months Ended December 31
							% Variance
	2004			2003			Amount Reported		Constant Currency
	(Unaudited)
Revenues from Services:
United States (a)	$	517.4		$	497.8		3.9	%	3.9	%
France		1,409.9			1,233.1		14.3	%	4.9	%
EMEA		1,435.8			1,089.5		31.8	%	21.0	%
Jefferson Wells		102.9			37.5		173.9	%	173.9	%
Right (b)		106.9			17.8		N/A		N/A
Other Operations		499.8			413.5		20.8	%	17.2	%
	$	4,072.7		$	3,289.2		23.8	%	16.1	%
Operating Unit Profit:
United States	$	16.8		$	9.7		73.4	%	73.4	%
France		55.0			63.9		-13.8	%	-21.0	%
EMEA		41.3			17.0		141.7	%	121.5	%
Jefferson Wells		13.2			0.4		N/A		N/A
Right		(0.4	)		(1.4	)	N/A		N/A
Other Operations		10.3			12.4		-16.3	%	-16.9	%
		136.2			102.0
Corporate expenses		15.4			12.9
Amortization of intangible assets		3.3			—
Operating profit		117.5			89.1		31.9	%	23.1	%
Interest and other expenses (c)		8.9			8.6
Earnings before income taxes	$	108.6		$	80.5

(a) In the United States, revenues from services include fees received from the related franchise offices of $6.7 million and $6.2 million for the three months ended December 31, 2004 and 2003, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $310.4 million and $286.8 million for the three months ended December 31, 2004 and 2003, respectively.

(b) Represents the operations of Right Management Consultants, Inc., since its acquisition in January 2004, and the Empower Group.

(c) The components of interest and other expense (income) were:

Interest expense	$	11.4		$	10.4
Interest income		(3.2	)		(2.0	)
Foreign exchange gains		(1.5	)		(0.4	)
Miscellaneous expenses, net		2.2			0.6
	$	8.9		$	8.6

Manpower Inc.

Results of Operations

(In millions, except per share data)

	Year Ended December 31
					% Variance
	2004		2003		Amount Reported		Constant Currency
	(Unaudited)
Revenues from services (a)	$	14,930.0	$	12,184.5	22.5	%	14.1	%
Cost of services		12,141.9		10,047.7	20.8	%
Gross profit		2,788.1		2,136.8	30.5	%	22.0	%
Selling and administrative expenses		2,392.3		1,878.9	27.3	%	19.1	%
Operating profit		395.8		257.9	53.5	%	43.0	%
Interest and other expenses		26.3		35.8	-26.6	%
Earnings before income taxes		369.5		222.1	66.3	%
Provision for income taxes		123.8		84.4	46.7	%
Net earnings	$	245.7	$	137.7	78.4	%	68.3	%
Net earnings per share - basic	$	2.76	$	1.77	55.9	%
Net earnings per share - diluted (b)	$	2.59	$	1.69	53.3	%	45.0	%
Weighted average shares - basic		88.9		77.7	14.4	%
Weighted average shares - diluted (b)		96.8		85.3	13.4	%

(a) Revenues from services include fees received from our franchise offices of $34.5 million and $26.5 million for the year ended December 31, 2004 and 2003, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $1,487.1 million and $1,214.4 million for the year ended December 31, 2004 and 2003, respectively.

(b) Prior year figures have been restated to reflect the impact of applying the “if-converted” method to our convertible debentures.

Manpower Inc.

Operating Unit Results

(In millions)

	Year Ended December 31
						% Variance
	2004		2003			Amount Reported		Constant Currency
	(Unaudited)
Revenues from Services:
United States (a)	$	2,041.1	$	1,945.8		4.9	%	4.9	%
France		5,226.7		4,638.8		12.7	%	2.8	%
EMEA		5,084.3		3,920.2		29.7	%	18.0	%
Jefferson Wells		340.6		136.4		149.6	%	149.6	%
Right (b)		431.1		66.9		N/A		N/A
Other Operations		1,806.2		1,476.4		22.3	%	16.0	%
	$	14,930.0	$	12,184.5		22.5	%	14.1	%
Operating Unit Profit:
United States	$	49.3	$	33.7		46.4	%	46.4	%
France		178.8		184.0		-2.8	%	-11.0	%
EMEA		115.1		51.7		122.4	%	104.1	%
Jefferson Wells		51.4		(9.9	)	N/A		N/A
Right		24.5		(2.3	)	N/A		N/A
Other Operations		46.0		40.1		14.9	%	8.5	%
		465.1		297.3
Corporate expenses		57.0		39.4
Amortization of intangible assets		12.3		—
Operating profit		395.8		257.9		53.5	%	43.0	%
Interest and other expenses (c)		26.3		35.8
Earnings before income taxes	$	369.5	$	222.1

(a) In the United States, revenues from services include fees received from the related franchise offices of $25.0 million and $21.9 million for the year ended December 31, 2004 and 2003, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $1,181.5 million and $1,026.2 million for the year ended December 31, 2004 and 2003, respectively.

(b) Represents the operations of Right Management Consultants, Inc., since its acquisition in January 2004, and the Empower Group.

(c) The components of interest and other expense (income) were:

Interest expense	$	45.4		$	41.4
Interest income		(9.4	)		(8.0	)
Foreign exchange gains		(1.6	)		(1.3	)
Miscellaneous (income) expense, net		(8.1	)		3.7
	$	26.3		$	35.8

Manpower Inc.

Consolidated Balance Sheets

(In millions)

	December 31
	2004			2003
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	531.8		$	426.2
Accounts receivable, net		3,227.8			2,600.9
Prepaid expenses and other assets		138.1			100.1
Future income tax benefits		96.5			101.4
Total current assets		3,994.2			3,228.6
Other assets:
Goodwill and other intangible assets, net		1,297.0			544.3
Investments in licensees		82.7			95.7
Other assets		222.8			320.7
Total other assets		1,602.5			960.7
Property and equipment:
Land, buildings, leasehold improvements and equipment		669.8			606.3
Less: accumulated depreciation and amortization		446.7			419.2
Net property and equipment		223.1			187.1
Total assets	$	5,819.8		$	4,376.4
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	687.1		$	555.4
Employee compensation payable		156.0			105.6
Accrued liabilities		482.4			360.0
Accrued payroll taxes and insurance		569.6			476.6
Value added taxes payable		457.8			368.2
Short-term borrowings and current maturities of long-term debt		225.7			12.1
Total current liabilities		2,578.6			1,877.9
Other liabilities:
Long-term debt		676.1			829.6
Other long-term liabilities		391.1			358.6
Total other liabilities		1,067.2			1,188.2
Shareholders’ equity:
Common stock		1.0			0.9
Capital in excess of par value		2,296.4			1,732.5
Retained earnings (accumulated deficit)		51.0			(167.6	)
Accumulated other comprehensive income		109.4			28.3
Treasury stock, at cost		(283.8	)		(283.8	)
Total shareholders’ equity		2,174.0			1,310.3
Total liabilities and shareholders’ equity	$	5,819.8		$	4,376.4

Manpower Inc.

Consolidated Statements of Cash Flows

(In millions)

	Year Ended December 31
	2004			2003
	(Unaudited)
Cash Flows from Operating Activities:
Net earnings	$	245.7		$	137.7
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		86.5			64.4
Amortization of discount on convertible debentures		7.8			7.6
Deferred income taxes		(3.2	)		(13.0	)
Provision for doubtful accounts		27.3			16.7
Other non-operating gains		(14.2	)		—
Changes in operating assets and liabilities excluding the impact of acquisitions:
Accounts receivable		(363.9	)		(74.3	)
Other assets		59.2			(25.8	)
Other liabilities		142.2			110.1
Cash provided by operating activities		187.4			223.4
Cash Flows from Investing Activities:
Capital expenditures		(67.9	)		(55.5	)
Acquisitions of businesses, net of cash acquired		(117.3	)		(6.7	)
Proceeds from sale of an equity interest		29.8			—
Proceeds from the sale of property and equipment		5.6			6.0
Cash used by investing activities		(149.8	)		(56.2	)
Cash Flows from Financing Activities:
Net borrowings (repayments) of short-term facilities and long-term debt		5.7			(84.5	)
Proceeds from stock option and purchase plans		60.0			35.6
Dividends paid		(27.1	)		(15.6	)
Cash provided (used) by financing activities		38.6			(64.5	)
Effect of exchange rate changes on cash		29.4			39.5
Change in cash and cash equivalents		105.6			142.2
Cash and cash equivalents, beginning of period		426.2			284.0
Cash and cash equivalents, end of period	$	531.8		$	426.2

EX-99.2

Exhibit 99.2

Manpower Inc.

Restated Net Earnings Per Share - Diluted

(Unaudited)

	Quarter Ended				Year-To-Date
	As Reported		Restated		As Reported		Restated
2001
March	$	0.35	$	0.35	$	0.35	$	0.35
June		0.45		0.45		0.80		0.80
September		0.48		0.47		1.28		1.27
December		0.34		0.33		1.62		1.59
2002
March		0.09		0.09		0.09		0.09
June		0.33		0.33		0.42		0.42
September		0.52		0.50		0.94		0.93
December		0.52		0.50		1.46		1.42
2003
March		0.19		0.19		0.19		0.19
June		0.37		0.36		0.56		0.56
September		0.56		0.53		1.12		1.09
December		0.63		0.61		1.74		1.69
2004
March		0.45		0.43		0.45		0.43
June		0.56		0.56		1.01		0.99
September		0.89		0.87		1.91		1.86
December		0.73		0.73		2.59		2.59

During September 2004, the Emerging Issues Task Force (“EITF”) issued Issue No. 04-8, “The Effect of Contingently Convertible Debt on Diluted Earnings Per Share” (“EITF 04-8”), which requires the effect of contingently convertible debt securities with a market price trigger to be included in the calculation of diluted earnings per share, using the “if-converted” method, regardless of whether the market price trigger has been met. EITF 04-8 also requires restatement of previously reported earnings. Our convertible debentures, issued in August 2001, have such a feature, and therefore we have restated Net Earnings Per Share - Diluted for all periods since the issuance.