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 19, 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 April 19, 2005, we issued a press release announcing our results of operations for the three-month period ended March 31, 2005. 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 19, 2005
99.2	Presentation materials for April 19, 2005 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 19, 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 April 19, 2005
99.2	Presentation materials for April 19, 2005 conference call

EX-99.1

Exhibit 99.1

[MANPOWER logo]

PRESS RELEASE

FOR FURTHER INFORMATION

CONTACT:

Mike Van Handel

Chief Financial Officer

(414) 906-6305

FOR IMMEDIATE RELEASE

Manpower Reports 1^st Quarter Results

MILWAUKEE, WI, USA, April 19, 2005 – Manpower Inc. (NYSE: MAN) today reported that net income for the three months ended March 31, 2005 was $32.2 million, or 35 cents per diluted share, compared to $39.6 million, or 43 cents per diluted share, a year earlier. Revenues for the first quarter were $3.8 billion, an increase of 13 percent from the year-earlier period.

Results for the first quarter were positively impacted by relatively stronger foreign currencies compared to the first quarter of 2004. On a constant currency basis, diluted earnings per share were 34 cents on a 9 percent improvement in revenues. Prior year results were favorably impacted by a non-operating gain of $14.2 million ($10.2 million net of income taxes), or 11 cents per diluted share.

Jeffrey A. Joerres, Manpower Chairman and Chief Executive Officer, said, “The Manpower organization achieved solid results for the first quarter. The U.S. and European teams performed very well. We continue to see strong results from Jefferson Wells where profits were four times last year’s results.

“We feel strongly that the investments we are making in the permanent recruitment business and office openings in emerging geographies will benefit the results of 2005. An important component to the success of the balance of 2005 will be the continued aggressive pursuit of our efficiency initiatives.

“Given the current trends, we anticipate our second quarter diluted earnings per share to be in the range of 63 to 67 cents, which includes an estimated favorable currency impact of 4 cents.”

In conjunction with its first quarter earnings release, Manpower will broadcast its conference call live over the Internet on April 19 at 7:30 a.m. CT (8:30 a.m. ET). 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; organizational consulting services; and professional financial services. Manpower’s worldwide network of 4,300 offices in 68 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 the information under the heading ‘Forward-Looking Statements’ in its Annual Report on Form 10-K for the year ended December 31, 2004, which information is incorporated herein by reference.

#    #    #

Manpower Inc.

Results of Operations

(In millions, except per share data)

	Three Months Ended March 31
						% Variance
	2005		2004			Amount Reported		Constant Currency
	(Unaudited)
Revenues from services (a)	$	3,758.7	$	3,334.1		12.7	%	8.8	%
Cost of services		3,076.7		2,717.6		13.2	%
Gross profit		682.0		616.5		10.6	%	6.9	%
Selling and administrative expenses		619.5		560.3		10.6	%	7.0	%
Operating profit		62.5		56.2		11.2	%	6.4	%
Interest and other expense (income)		11.7		(4.0	)	N/A
Earnings before income taxes		50.8		60.2		-15.7	%
Provision for income taxes		18.6		20.6		-10.0	%
Net earnings	$	32.2	$	39.6		-18.6	%	-21.7	%
Net earnings per share - basic	$	0.36	$	0.46		-21.7	%
Net earnings per share - diluted (b)	$	0.35	$	0.43		-18.6	%	-21.6	%
Weighted average shares - basic		89.8		85.9		4.6	%
Weighted average shares - diluted (b)		96.9		93.9		3.2	%

(a) Revenues from services include fees received from our franchise offices of $8.3 million and $8.2 million for the three months ended March 31, 2005 and 2004, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $349.8 million and $321.5 million for the three months ended March 31, 2005 and 2004, 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 March 31
						% Variance
	2005		2004			Amount Reported		Constant Currency
	(Unaudited)
Revenues from Services:
United States (a)	$	475.9	$	474.6		0.3	%	0.3	%
France		1,247.5		1,136.5		9.8	%	4.6	%
EMEA		1,333.1		1,140.9		16.8	%	11.8	%
Jefferson Wells		92.7		50.5		83.7	%	83.7	%
Right		104.0		101.8		2.2	%	-0.3	%
Other Operations		505.5		429.8		17.6	%	14.9	%
	$	3,758.7	$	3,334.1		12.7	%	8.8	%
Operating Unit Profit:
United States	$	4.9	$	2.8		74.6	%	74.6	%
France		27.5		28.8		-4.3	%	-9.4	%
EMEA		15.0		13.7		9.4	%	4.3	%
Jefferson Wells		8.1		2.0		N/A		N/A
Right		9.8		9.1		7.6	%	5.1	%
Other Operations		12.5		15.3		-18.3	%	-20.2	%
		77.8		71.7
Corporate expenses		12.1		13.2
Amortization of intangible assets		3.2		2.3
Operating profit		62.5		56.2		11.2	%	6.4	%
Interest and other expense (income) (b)		11.7		(4.0	)
Earnings before income taxes	$	50.8	$	60.2

(a) In the United States, revenues from services include fees received from the related franchise offices of $5.4 million and $6.2 million for the three months ended March 31, 2005 and 2004, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $277.6 million and $263.0 million for the three months ended March 31, 2005 and 2004, respectively.

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

Interest expense	$	11.6		$	11.1
Interest income		(2.3	)		(2.4	)
Foreign exchange losses		0.8			0.1
Miscellaneous expenses (income), net		1.6			(12.8	)
	$	11.7			$(4.0)

Manpower Inc.

Consolidated Balance Sheets

(In millions)

	Mar. 31 2005			Dec. 31 2004
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	396.8		$	531.8
Accounts receivable, net		3,002.4			3,227.8
Prepaid expenses and other assets		110.1			161.4
Future income tax benefits		111.4			96.5
Total current assets		3,620.7			4,017.5
Other assets:
Goodwill and other intangible assets, net		1,286.0			1,297.0
Other assets		298.3			305.5
Total other assets		1,584.3			1,602.5
Property and equipment:
Land, buildings, leasehold improvements and equipment		660.5			669.8
Less: accumulated depreciation and amortization		447.8			446.7
Net property and equipment		212.7			223.1
Total assets	$	5,417.7		$	5,843.1
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	724.5		$	687.1
Employee compensation payable		143.4			156.0
Accrued liabilities		447.6			505.7
Accrued payroll taxes and insurance		490.0			569.6
Value added taxes payable		406.7			457.8
Short-term borrowings and current maturities of long-term debt		215.6			225.7
Total current liabilities		2,427.8			2,601.9
Other liabilities:
Long-term debt		411.8			676.1
Other long-term liabilities		383.2			391.1
Total other liabilities		795.0			1,067.2
Shareholders’ equity:
Common stock		1.0			1.0
Capital in excess of par value		2,322.3			2,296.4
Retained earnings		83.2			51.0
Accumulated other comprehensive income		78.0			109.4
Treasury stock, at cost		(289.6	)		(283.8	)
Total shareholders’ equity		2,194.9			2,174.0
Total liabilities and shareholders’ equity	$	5,417.7		$	5,843.1

Manpower Inc.

Consolidated Statements of Cash Flows

(In millions)

	Three Months Ended March 31
	2005			2004
	(Unaudited)
Cash Flows from Operating Activities:
Net earnings	$	32.2		$	39.6
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		23.1			19.7
Amortization of discount on convertible debentures		1.9			1.9
Deferred income taxes		(9.8	)		(3.6	)
Provision for doubtful accounts		4.3			5.9
Other non-operating gains		—			(14.2	)
Changes in operating assets and liabilities excluding the impact of acquisitions:
Accounts receivable		120.7			39.9
Other assets		(15.4	)		8.6
Other liabilities		(71.0	)		(70.7	)
Cash provided by operating activities		86.0			27.1
Cash Flows from Investing Activities:
Capital expenditures		(19.2	)		(12.3	)
Acquisitions of businesses, net of cash acquired		(2.2	)		(94.0	)
Proceeds from sale of an equity interest		—			29.8
Proceeds from the sale of property and equipment		1.3			1.5
Cash used by investing activities		(20.1	)		(75.0	)
Cash Flows from Financing Activities:
Net borrowings of short-term facilities and long-term debt		11.2			13.0
Cash paid to settle convertible debentures		(206.6	)		—
Proceeds from settlement of swap agreements		50.7			—
Proceeds from stock option and purchase plans		6.6			23.2
Repurchases of common stock		(47.2	)		—
Cash (used) provided by financing activities		(185.3	)		36.2
Effect of exchange rate changes on cash		(15.6	)		(4.8	)
Change in cash and cash equivalents		(135.0	)		(16.5	)
Cash and cash equivalents, beginning of period		531.8			426.2
Cash and cash equivalents, end of period	$	396.8		$	409.7

EX-99.2

Exhibit 99.2

Manpower Inc.

2005 1st Quarter Results

April 19, 2005

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, 2004, 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.

Consolidated Financial Highlights

Q1 Highlights

13% 9% CC Revenue $3.8B

40 bps Gross Margin 18.1%

11% 6% CC OUP Profit $63M

No Change OUP Profit Margin 1.7%

9%* 6% CC* EPS $ .35

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. *Excludes 2004 non-recurring gains of $10.2M after tax, or 11 cents per share.

2

Consolidated Financial Highlights

Gross Profit Margin Change

19.0% 18.0% 17.0% 16.0% 15.0%

18.49%

- 0.24%

- 0.22%

- 0.11%

- 0.08%

+ 0.11%

+ 0.19%

18.14%

Q1 2004 EMEA France Japan Jefferson Mix/ Perm Q1 2005 Wells Other Placement Staffing

3

Consolidated Financial Highlights

We made investments in the first quarter as anticipated:

- 70 new offices

- 200+ permanent recruiters

Expense and efficiency initiatives progressing and having positive impacts.

Overall market is still optimistic, however, customers and prospects are continuing to be measured in their personnel decisions.

4

United States Segment

Q1 Financial Highlights

0.3% Revenue $476M

75% OUP $5M

40 bps OUP Margin 1.0%

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.

5

France Segment

Q1 Financial Highlights

10% $1.2B

5% CC Revenue

4% 9% CC OUP $28M

30 bps OUP Margin 2.2%

6

EMEA Segment

Q1 Financial Highlights

17% 12% CC Revenue $1.3B

9% 4% CC OUP $15M

10 bps OUP Margin 1.1%

7

EMEA Segment

% of Segment Revenue Q1 Revenue Growth YoY

20% UK - Manpower 11%

8%

17% Nordics 15%

7%

16% Italy 22%

16%

12% Elan 40%

35%

7% Germany 14%

9%

7% Spain 17%

12%

6% Holland 15%

9%

15% Other 10%

3%

Revenue Growth Revenue Growth - CC

8

Jefferson Wells Segment

Q1 Financial Highlights

84% Revenue $93M

300% OUP $8M

470 bps OUP Margin 8.7%

9

Jefferson Wells – Revenue Trend

4 Large Clients

Balance of Business $111M

31

80 $103M

20

83 $93M

13

80

Q3 04 Q4 04 Q1 05

4 large clients account for the decline in revenues from Q3-04 peak.

2 of the 4 accounts were not SOX related, rather the projects were completed as planned.

10

Jefferson Wells – Client Mix

2004

16%

28%

56%

1,300 clients

Sox only clients

Clients with no SOX work

Clients with SOX and Non-SOX engagements

Client base nearly doubled in 2004 from 700 in 2003 to 1,300 in 2004. 167 new clients were added in the first quarter of 2005.

Strong blue chip client base, serving 70% of Fortune 20 and 45% of Fortune 100 companies.

11

Jefferson Wells—Client Mix

Number of Clients Over $1M

46

8 31 7

18

7

11

2003 2004

No SOX Mix SOX only

Most large accounts are using a mix of SOX and other service offerings.

Top 20 clients, on average, used 7 different service offerings and had 213 separate engagements in 2004.

12

Jefferson Wells – Future Outlook

Jefferson Wells’ market position is strong and future growth prospects are solid.

Pipeline of sales opportunities are currently at record levels.

Transitioning contractors to full-time staff to support future growth.

Retention program implemented to retain highly skilled salaried professionals.

13

Right Management Segment

Q1 Financial Highlights

2.2% $104M

0.3% CC Revenue

8%

OUP $10M

5% CC

40 bps OUP Margin 9.4%

14

Other Operations Segment

Q1 Financial Highlights

18% $506M

15% CC Revenue

18% $13M

OUP

20% CC

110 bps OUP Margin 2.5%

15

Other Operations Segment

% of Segment Revenue Q1 Revenue Growth YoY

11%

43% Japan

8%

13%

18% Australia/NZ

11%

Mexico 18%

12% 20%

35%

27% Other

29%

Revenue Growth Revenue Growth - CC

16

Financial Highlights

17

Balance Sheet Highlights – Q1

Total Debt $ in millions

1000 800 600 400 200 0

2002 2003 2004 Q1 2005

822

538

842

416

902

370

627

231

Total Debt to Total Capitalization

Percent 60% 50% 40% 30% 20% 10% 0

2002 2003 2004 Q1 2005

45%

39%

29%

22%

Net Debt Total Debt

18

Cash Flow Summary - Q1

(in millions) 2005 2004

Cash from Operations $86 $27

Capital Expenditures (19) (12)

Free Cash Flow 67 15

Share Repurchases * (47) -

Change in Debt (145) 13

Other (10) (45)

Decrease in Cash $(135) $(17)

* 1,065,000 shares

19

Second Quarter Outlook

Revenue

U.S. Up 1-3%

France Up 11-14% (Up 3-6% CC)

EMEA Up 19-21% (Up 11-13% CC)

Jefferson Wells Up 15-20%

Right Down 11-13% (Down 13-15% CC)

Other Up 17-19% (Up 12-14% CC)

Total Up 12-14% (Up 6-8% CC)

Gross Profit Margin 18.1 - 18.3%

Operating Profit Margin 2.5 - 2.7%

Tax Rate 36.5%

EPS $.63 - $.67 ($.04 Currency)

20

Manpower Inc.

2005 1st Quarter Results

April 19, 2005

Questions