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 27, 2006

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 27, 2006, we issued a press release announcing our results of operations for the three-month period and year ended December 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 January 27, 2006
99.2	Presentation materials for January 27, 2006 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:	January 27, 2006	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 27, 2006
99.2	Presentation materials for January 27, 2006 conference call

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 2005 Results

MILWAUKEE, WI, USA, January 27, 2006 – Manpower Inc. (NYSE: MAN) today reported that net earnings per diluted share for the three months ended December 31, 2005 increased 38% to $1.01 from 73 cents in the prior year period. Net earnings in the quarter increased to $89.1 million from $69.6 million a year earlier. Revenues for the fourth quarter totaled $4.1 billion, an increase of one percent from the year-earlier period.

Results for the fourth quarter were negatively affected by relatively weaker foreign currencies compared to the prior year period. On a constant currency basis, net earnings per diluted share for the quarter were $1.07 on an 8 percent improvement in revenues. The fourth quarter was positively impacted by a lower income tax rate as a result of tax planning that was completed during the quarter.

Jeffrey A. Joerres, Manpower Chairman and Chief Executive Officer, said, “The Manpower team across the world delivered another solid quarter to cap off a solid year. We had outstanding performances in several geographies, including the U.S., the Nordics, Italy, Australia and Elan, our European IT staffing company.”

Net earnings per diluted share for the year ended December 31, 2005 were $2.87, an increase of 11% from $2.59 per diluted share in 2004. Net earnings were $260.1 million compared to $245.7 million in the prior year. Revenues for the year were $16.1 billion, an increase of 8 percent from the prior year. On a constant currency basis, net earnings per diluted share for the year were $2.89 on an 8 percent improvement in revenues.

Joerres stated, “We continue to make substantial progress on the strategic front with the expansion of our specialty businesses and the depth of Manpower offerings that are helping our clients win in their respective markets.

“The momentum that has been established in 2005 positions us well to take advantage of the positive market trends we are currently experiencing.

- MORE -

“We are anticipating the first quarter of 2006 diluted net earnings per share to be in the range of 36 to 39 cents. This includes an estimated negative currency impact of 3 cents and the impact of expensing stock options of 3 cents per diluted share.”

Included in the 2004 results was a first quarter non-operating gains of $14.2 million ($10.2 million net of income taxes), or 11 cents per diluted share and a third quarter favorable adjustment to the income tax provision of $8.0 million or 8 cents per diluted share.

In conjunction with its fourth quarter earnings release, Manpower will broadcast its conference call live over the Internet on January 27, 2006 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, 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; and professional financial services. Manpower’s worldwide network of 4,400 offices in 72 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 and Elan. 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 ‘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 December 31
					% Variance
	2005		2004		Amount Reported		Constant Currency
	(Unaudited)
Revenues from services (a)	$	4,123.2	$	4,072.7	1.2	%	7.9	%
Cost of services		3,352.4		3,308.5	1.3	%
Gross profit		770.8		764.2	0.9	%	7.1	%
Selling and administrative expenses		638.5		646.7	-1.3	%	4.6	%
Operating profit		132.3		117.5	12.6	%	20.5	%
Interest and other expense		6.9		8.9	-22.0	%
Earnings before income taxes		125.4		108.6	15.4	%
Provision for income taxes		36.3		39.0	-7.0	%
Net earnings	$	89.1	$	69.6	27.9	%	41.0	%
Net earnings per share - basic	$	1.02	$	0.77	32.5	%
Net earnings per share - diluted	$	1.01	$	0.73	38.4	%	46.6	%
Weighted average shares - basic		87.2		90.1	-3.3	%
Weighted average shares - diluted		88.5		97.5	-9.2	%

(a) Revenues from services include fees received from our franchise offices of $9.1 million and $9.5 million for the three months ended December 31, 2005 and 2004, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $388.6 million and $418.2 million for the three months ended December 31, 2005 and 2004, respectively.

Manpower Inc.

Operating Unit Results

(In millions)

	Three Months Ended December 31
						% Variance
	2005		2004			Amount Reported		Constant Currency
	(Unaudited)
Revenues from Services:
United States (a)	$	534.2	$	517.4		3.2	%	3.2	%
France		1,381.6		1,409.9		-2.0	%	6.9	%
EMEA		1,467.1		1,435.8		2.2	%	10.9	%
Jefferson Wells		96.1		102.9		-6.5	%	-6.5	%
Right		97.4		106.9		-8.9	%	-5.4	%
Other Operations		546.8		499.8		9.4	%	12.3	%
	$	4,123.2	$	4,072.7		1.2	%	7.9	%
Operating Unit Profit:
United States	$	23.2	$	16.8		38.4	%	38.4	%
France		47.3		55.0		-14.1	%	-6.2	%
EMEA		53.9		41.3		30.4	%	42.9	%
Jefferson Wells		4.4		13.2		-66.5	%	-66.5	%
Right		3.3		(0.4	)	N/A		N/A
Other Operations		19.4		10.3		87.1	%	91.3	%
		151.5		136.2
Corporate expenses		15.9		15.4
Amortization of intangible assets		3.3		3.3
Operating profit		132.3		117.5		12.6	%	20.5	%
Interest and other expense (b)		6.9		8.9
Earnings before income taxes	$	125.4	$	108.6

(a) In the United States, revenues from services include fees received from the related franchise offices of $6.5 million and $6.7 million for the three months ended December 31, 2005 and 2004, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $311.8 million and $310.4 million for the three months ended December 31, 2005 and 2004, respectively.

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

Interest expense	$	11.9		$	11.4
Interest income		(3.4	)		(3.2	)
Foreign exchange gains		—			(1.5	)
Miscellaneous (income) expense, net		(1.6	)		2.2
	$	6.9		$	8.9

Manpower Inc.

Results of Operations

(In millions, except per share data)

	Year Ended December 31
					% Variance
	2005		2004		Amount Reported		Constant Currency
	(Unaudited)
Revenues from services (a)	$	16,080.4	$	14,930.0	7.7	%	7.7	%
Cost of services		13,131.8		12,141.9	8.2	%
Gross profit		2,948.6		2,788.1	5.8	%	5.7	%
Selling and administrative expenses		2,512.1		2,392.3	5.0	%	4.9	%
Operating profit		436.5		395.8	10.3	%	10.9	%
Interest and other expenses		41.8		26.3	59.2	%
Earnings before income taxes		394.7		369.5	6.8	%
Provision for income taxes		134.6		123.8	8.7	%
Net earnings	$	260.1	$	245.7	5.9	%	7.9	%
Net earnings per share - basic	$	2.95	$	2.76	6.9	%
Net earnings per share - diluted	$	2.87	$	2.59	10.8	%	11.6	%
Weighted average shares - basic		88.1		88.9	-0.9	%
Weighted average shares - diluted		91.1		96.8	-5.8	%

(a) Revenues from services include fees received from our franchise offices of $35.8 million and $34.5 million for the year ended December 31, 2005 and 2004, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $1,510.7 million and $1,487.1 million for the year ended December 31, 2005 and 2004, respectively.

Manpower Inc.

Operating Unit Results

(In millions)

	Year Ended December 31
					% Variance
	2005		2004		Amount Reported		Constant Currency
	(Unaudited)
Revenues from Services:
United States (a)	$	2,048.3	$	2,041.1	0.4	%	0.4	%
France		5,532.0		5,226.7	5.8	%	6.1	%
EMEA		5,604.8		5,084.3	10.2	%	10.7	%
Jefferson Wells		386.2		340.6	13.4	%	13.4	%
Right		405.9		431.1	-5.9	%	-6.4	%
Other Operations		2,103.2		1,806.2	16.4	%	14.5	%
	$	16,080.4	$	14,930.0	7.7	%	7.7	%
Operating Unit Profit:
United States	$	68.7	$	49.3	39.3	%	39.3	%
France		166.5		178.8	-6.9	%	-6.1	%
EMEA		153.9		115.1	33.7	%	36.6	%
Jefferson Wells		33.3		51.4	-35.2	%	-35.2	%
Right		24.5		24.5	0.0	%	-4.7	%
Other Operations		61.7		46.0	34.1	%	31.8	%
		508.6		465.1
Corporate expenses		59.0		57.0
Amortization of intangible assets		13.1		12.3
Operating profit		436.5		395.8	10.3	%	10.9	%
Interest and other expenses (b)		41.8		26.3
Earnings before income taxes	$	394.7	$	369.5

(a) In the United States, revenues from services include fees received from the related franchise offices of $24.9 million and $25.0 million for the year ended December 31, 2005 and 2004, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $1,196.9 million and $1,181.5 million for the year ended December 31, 2005 and 2004, respectively.

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

Interest expense	$	46.7		$	45.4
Interest income		(9.8	)		(9.4	)
Foreign exchange gains		—			(1.6	)
Miscellaneous expense (income), net		4.9			(8.1	)
	$	41.8		$	26.3

Manpower Inc.

Consolidated Balance Sheets

(In millions)

	Dec. 31 2005			Dec. 31 2004
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	454.9		$	531.8
Accounts receivable, net		3,208.2			3,227.8
Prepaid expenses and other assets		107.5			161.4
Future income tax benefits		72.6			96.5
Total current assets		3,843.2			4,017.5
Other assets:
Goodwill and other intangible assets, net		1,256.5			1,297.0
Other assets		271.4			305.5
Total other assets		1,527.9			1,602.5
Property and equipment:
Land, buildings, leasehold improvements and equipment		642.4			669.8
Less: accumulated depreciation and amortization		446.0			446.7
Net property and equipment		196.4			223.1
Total assets	$	5,567.5		$	5,843.1
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	685.4		$	687.1
Employee compensation payable		150.6			156.0
Accrued liabilities		435.4			505.7
Accrued payroll taxes and insurance		607.2			569.6
Value added taxes payable		441.9			457.8
Short-term borrowings and current maturities of long-term debt		260.0			225.7
Total current liabilities		2,580.5			2,601.9
Other liabilities:
Long-term debt		475.0			676.1
Other long-term liabilities		365.4			391.1
Total other liabilities		840.4			1,067.2
Shareholders’ equity:
Common stock		1.0			1.0
Capital in excess of par value		2,346.7			2,296.4
Retained earnings		269.9			51.0
Accumulated other comprehensive income		(11.0	)		109.4
Treasury stock, at cost		(460.0	)		(283.8	)
Total shareholders’ equity		2,146.6			2,174.0
Total liabilities and shareholders’ equity	$	5,567.5		$	5,843.1

Manpower Inc.

Consolidated Statements of Cash Flows

(In millions)

	Year Ended December 31
	2005			2004
	(Unaudited)
Cash Flows from Operating Activities:
Net earnings	$	260.1		$	245.7
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		92.9			86.5
Amortization of discount on convertible debentures		1.9			7.8
Deferred income taxes		50.0			(8.8	)
Provision for doubtful accounts		22.9			27.3
Other non-operating gains		(2.6	)		(14.2	)
Changes in operating assets and liabilities excluding the impact of acquisitions:
Accounts receivable		(350.4	)		(363.9	)
Other assets		(47.0	)		41.5
Other liabilities		244.6			165.5
Cash provided by operating activities		272.4			187.4
Cash Flows from Investing Activities:
Capital expenditures		(77.6	)		(67.9	)
Acquisitions of businesses, net of cash acquired		(12.9	)		(117.3	)
Proceeds from sale of an equity interest		—			29.8
Proceeds from the sale of property and equipment		4.8			5.6
Cash used by investing activities		(85.7	)		(149.8	)
Cash Flows from Financing Activities:
Net borrowings of short-term facilities and long-term debt		169.5			5.7
Cash paid to settle convertible debentures		(206.6	)		—
Proceeds from settlement of swap agreements		50.7			—
Proceeds from stock option and purchase plans		29.7			60.0
Repurchases of common stock		(217.6	)		—
Dividends paid		(41.2	)		(27.1	)
Cash (used) provided by financing activities		(215.5	)		38.6
Effect of exchange rate changes on cash		(48.1	)		29.4
Change in cash and cash equivalents		(76.9	)		105.6
Cash and cash equivalents, beginning of period		531.8			426.2
Cash and cash equivalents, end of period	$	454.9		$	531.8

EX-99.2

Manpower

Inc.

2005

4

th

Quarter

Results

January

27,

2006

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.

Forward Looking Statement:

Exhibit 99.2

2

47% CC

Consolidated Financial Highlights

Consolidated Financial Highlights

Revenue

$4.1B

Gross Margin

18.7%

Operating Profit

$132M

OP Margin

3.2%

EPS

$ 1.01

1%

8% CC

10 bps

30 bps

38%

13%

21% CC

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.

Q4 Highlights

3

Consolidated Financial Highlights

Consolidated Financial Highlights

Gross Profit Margin Change

18.69%

18.76%

16%

17%

18%

19%

Q4 2004

EMEA Staffing

Non-recurring

Items

Permanent

Recruitment

Mix -

Right

Q4 2005

-

0.11%

+ 0.15%

-

0.34%

+ 0.23%

4

Q4 Financial Highlights

3%

OUP Margin

4.3%

110 bps

Revenue

$534M

OUP

$23M

United States Segment

United States Segment

38%

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

Q4 Financial Highlights

2%

7% CC

OUP Margin

3.4%

50 bps

Revenue

$1.4B

OUP

$47M

France Segment

France Segment

14%

6% CC

6

Q4 Financial Highlights

2%

11% CC

OUP Margin

3.7%

80 bps

Revenue

$1.5B

OUP

$54M

EMEA Segment

EMEA Segment

30%

43% CC

7

21%

5%

16%

8%

6%

-13%

10%

16%

-7%

17%

26%

15%

10%

5%

-2%

1%

Other

Holland

Spain

Germany

Elan

Italy

UK - Manpower

Nordics

Revenue Growth -

CC

Revenue Growth

18%

17%

16%

12%

8%

7%

6%

16%

% of Segment

Revenue

Q4 Revenue Growth YoY

EMEA Segment

EMEA Segment

8

Q4 Financial Highlights

7%

OUP Margin

4.6%

820 bps

Revenue

$96M

OUP

$4M

Jefferson Wells Segment

Jefferson Wells Segment

66%

9

Q4 Financial Highlights

9%

5% CC

OUP Margin

3.4%

380 bps

Revenue

$97M

OUP

$3M

Right Management Segment

Right Management Segment

N/A

10

Q4 Financial Highlights

9%

12% CC

OUP Margin

3.6%

150 bps

Revenue

$547M

OUP

$19M

Other Operations Segment

Other Operations Segment

87%

91% CC

11

29%

-5%

32%

-4%

6%

25%

-3%

26%

Other

Australia/NZ

Mexico

Japan

32%

Revenue Growth -

CC

Revenue Growth

37%

16%

15%

Other Operations Segment

Other Operations Segment

% of Segment

Revenue

Q4 Revenue Growth YoY

12

Financial Highlights

Financial Highlights

13

45%

39%

29%

22%

26%

26%

27%

0%

10%

20%

30%

40%

50%

60%

2002

2003

2004

Q1

Q2

Q3

Q4

2005

538

416

370

231

391

324

280

735

627

754

756

902

842

822

0

200

400

600

800

1,000

2002

2003

2004

Q1

Q2

Q3

Q4

2005

Total Debt

$ in millions

Net Debt

Total Debt

Total Debt to Total Capitalization

Percent

Balance Sheet Highlights

Balance Sheet Highlights

14

(in millions)

2005

2004

Cash from Operations

273

$      

187

$      

Capital Expenditures

(78)

(68)

Free Cash Flow

195

119

Share Repurchases *

(218)

-

Change in Debt

(37)

6

Other

(17)

(19)

Change in Cash

(77)

$   

106

$     

Cash Flow Summary –

Cash Flow Summary –

Full Year

Full Year

* 5,300,000 shares

15

Revenue

U.S.

Up 5-7%

France

1%

(Up 6-8% CC)

EMEA

Up 4-6%

(Up 11-13% CC)

Jefferson Wells

Right

Down 7-9%

(Down 3-5% CC)

Other

Up 7-9%

(Up 10-12% CC)

Total

Up 2-4%

(Up 8-10% CC)

Gross Profit Margin

18.1 -

18.3%

Operating Profit Margin

1.6 –

1.7%

Tax Rate

36.5%

EPS

$.36 -

$.39

(Negative $.03 Currency)

First Quarter Outlook

First Quarter Outlook

Up 5-7%

Manpower

Inc.

2005

4

th

Quarter

Results

January

27,

2006

Questions

Questions