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): October 17, 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 October 17, 2006, we issued a press release announcing our results of operations for the three and nine-month period ended September 30, 2006. 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 October 17, 2006
99.2	Presentation materials for October 17, 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: October 17, 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 October 17, 2006
99.2	Presentation materials for October 17, 2006 conference call

EX-99.1

Exhibit 99.1

[MANPOWER logo]

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

Manpower Reports 3^rd Quarter 2006 Results

MILWAUKEE, WI, USA, October 17, 2006 – Manpower Inc. (NYSE: MAN) today reported that earnings per diluted share for the three months ended September 30, 2006 increased 33 percent to $1.16 from 87 cents in the prior year period. Net income in the quarter increased to $100.6 million from $76.3 million a year earlier. Revenues for the third quarter totaled $4.6 billion, an increase of 12 percent from the year-earlier period.

Results for the third quarter were positively affected by relatively stronger foreign currencies compared to the prior year period. Foreign currency exchange rates had a positive impact of 4 cents for the quarter. On a constant currency basis, earnings per diluted share increased 29 percent on a 9 percent improvement in revenues.

Jeffrey A. Joerres, Manpower Chairman and Chief Executive Officer, said, “The Manpower team is hitting full stride when it comes to executing. Our European operations minus France improved operating unit profit in U.S. dollars by 54%; U.S. improved operating unit profit by 27%, while France improved in U.S. dollars by 22%. We are leveraging our growth which is evident by our revenue growth in U.S. dollars of 12%, resulting in net income growth in U.S. dollars of 32%.

“Revenue continues to be stable throughout many of the major geographies. Our European operations minus France led the way with a revenue increase in constant currency of 14% over third quarter of 2005. Fast growing countries include the Netherlands, Nordics, Italy, China, India and all of Eastern Europe.

“We are anticipating the fourth quarter of 2006 diluted earnings per share to be in the range of $1.14 to $1.18, which includes an estimated positive currency impact of 4 cents,” Joerres stated.

- MORE -

Manpower Inc. Reports 3^rd Quarter Results/Page 2

Earnings per diluted share for the nine months ended September 30, 2006 were $2.65 compared to $1.88 per diluted share in 2005. Net income was $233.6 million compared to $171.0 million the prior year. Revenues for the nine-month period were $13.0 billion, an increase of 9 percent from the prior year. Foreign currency exchange rates had a negative impact of 2 cents for the nine-month period.

Included in the 2006 nine-month period was a 27 cents per diluted share gain on the sale of a payroll processing business in Sweden, and a 16 cents per diluted share charge related to reorganization and a global cost reduction initiative.

In conjunction with its third quarter earnings release, Manpower will broadcast its conference call live over the Internet on October 17, 2006 at 7:30 a.m. CDT (8:30 a.m. EDT). Interested parties are invited to listen to the webcast 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 $16 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 4,400 offices in 72 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 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 ‘Risk Factors’ in its Annual Report on Form 10-K for the year ended December 31, 2005, which information is incorporated herein by reference.

Manpower Inc.

Results of Operations

(In millions, except per share data)

	Three Months Ended September 30
	2006		2005		% Variance
					Amount Reported		Constant Currency
	(Unaudited)
Revenues from services (a)	$	4,644.8	$	4,144.8	12.1	%	8.8	%
Cost of services		3,800.6		3,388.2	12.2	%
Gross profit		844.2		756.6	11.6	%	8.6	%
Selling and administrative expenses		675.3		624.6	8.1	%	5.3	%
Operating profit		168.9		132.0	28.0	%	23.9	%
Interest and other expenses		10.6		11.9	-10.5	%
Earnings before income taxes		158.3		120.1	31.8	%
Provision for income taxes		57.7		43.8	31.8	%
Net earnings	$	100.6	$	76.3	31.8	%	27.3	%
Net earnings per share - basic	$	1.18	$	0.88	34.1	%
Net earnings per share - diluted	$	1.16	$	0.87	33.3	%	28.7	%
Weighted average shares - basic		85.3		87.0	-2.0	%
Weighted average shares - diluted		86.7		88.2	-1.8	%

(a) Revenues from services include fees received from our franchise offices of $9.6 million for the three months ended September 30, 2006 and 2005. These fees are primarily based on revenues generated by the franchise offices, which were $392.3 million and $396.6 million for the three months ended September 30, 2006 and 2005, respectively.

Manpower Inc.

Operating Unit Results

(In millions)

	Three Months Ended September 30
	2006			2005			% Variance
							Amount Reported		Constant Currency
	(Unaudited)
Revenues from Services: (a)
United States (b)	$	542.1		$	531.5		2.0	%	2.0	%
France		1,654.0			1,479.3		11.8	%	7.0	%
EMEA		1,668.0			1,400.8		19.1	%	13.9	%
Jefferson Wells		93.9			103.9		-9.6	%	-9.6	%
Right Management		91.4			96.0		-4.8	%	-7.0	%
Other Operations		595.4			533.3		11.6	%	13.4	%
	$	4,644.8		$	4,144.8		12.1	%	8.8	%
Operating Unit Profit: (a)
United States	$	28.6		$	22.6		26.7	%	26.7	%
France		62.0			50.6		22.4	%	17.1	%
EMEA		71.0			46.2		53.8	%	47.3	%
Jefferson Wells		10.0			11.5		-13.7	%	-13.7	%
Right Management		1.8			2.1		-12.0	%	-16.8	%
Other Operations		16.7			16.6		0.8	%	3.2	%
		190.1			149.6
Corporate expenses		17.9			14.3
Amortization of intangible assets		3.3			3.3
Operating profit		168.9			132.0		28.0	%	23.9	%
Interest and other expenses (c)		10.6			11.9
Earnings before income taxes	$	158.3		$	120.1
(a)    Certain Eastern European countries previously reported in France are now reported in EMEA due to a change in management structure. All previously reported results for France and EMEA have been restated to conform to the current presentation.
(b)    In the United States, revenues from services include fees received from the related franchise offices of $6.6 million and $6.7 million for the three months ended September 30, 2006 and 2005, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $285.9 million and $310.7 million for the three months ended September 30, 2006 and 2005, respectively.
(c)    The components of interest and other expenses were:
Interest expense	$	14.4		$	12.5
Interest income		(4.4	)		(2.0	)
Foreign exchange losses (gains)		0.3			(0.2	)
Miscellaneous expenses, net		0.3			1.6
	$	10.6		$	11.9

Manpower Inc.

Results of Operations

(In millions, except per share data)

	Nine Months Ended September 30
	2006		2005		% Variance
					Amount Reported		Constant Currency
	(Unaudited)
Revenues from services (a)	$	13,014.7	$	11,957.2	8.8	%	10.0	%
Cost of services		10,636.7		9,779.4	8.8	%
Gross profit		2,378.0		2,177.8	9.2	%	10.3	%
Selling and administrative expenses		2,010.3		1,873.6	7.3	%	8.6	%
Operating profit		367.7		304.2	20.9	%	21.1	%
Interest and other expenses		6.8		34.9	N/A
Earnings before income taxes		360.9		269.3	34.0	%
Provision for income taxes		127.3		98.3	29.6	%
Net earnings	$	233.6	$	171.0	36.6	%	37.2	%
Net earnings per share - basic	$	2.70	$	1.93	39.9	%
Net earnings per share - diluted	$	2.65	$	1.88	41.0	%	42.0	%
Weighted average shares - basic		86.5		88.4	-2.2	%
Weighted average shares - diluted		88.0		91.7	-4.0	%

(a) Revenues from services include fees received from our franchise offices of $26.4 million and $26.7 million for the nine months ended September 30, 2006 and 2005, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $1,143.8 million and $1,122.1 million for the nine months ended September 30, 2006 and 2005, respectively.

Manpower Inc.

Operating Unit Results

(In millions)

	Nine Months Ended September 30
	2006			2005			% Variance
							Amount Reported		Constant Currency
	(Unaudited)
Revenues from Services: (a)
United States (b)	$	1,587.0		$	1,514.1		4.8	%	4.8	%
France		4,430.1			4,114.3		7.7	%	8.6	%
EMEA		4,691.0			4,173.8		12.4	%	13.8	%
Jefferson Wells		288.2			290.1		-0.6	%	-0.6	%
Right Management		291.3			308.5		-5.6	%	-5.1	%
Other Operations		1,727.1			1,556.4		11.0	%	13.9	%
	$	13,014.7		$	11,957.2		8.8	%	10.0	%
Operating Unit Profit: (a)
United States	$	60.6		$	45.5		33.3	%	33.3	%
France		142.1			121.0		17.4	%	17.2	%
EMEA		145.1			98.2		47.7	%	46.6	%
Jefferson Wells		25.7			28.9		-11.2	%	-11.2	%
Right Management		17.2			21.2		-18.8	%	-20.3	%
Other Operations		49.4			42.3		17.1	%	22.1	%
		440.1			357.1
Corporate expenses		62.6			43.1
Amortization of intangible assets		9.8			9.8
Operating profit		367.7			304.2		20.9	%	21.1	%
Interest and other expenses (c)		6.8			34.9
Earnings before income taxes	$	360.9		$	269.3
(a)    Certain Eastern European countries previously reported in France are now reported in EMEA due to a change in management structure. All previously reported results for France and EMEA have been restated to conform to the current presentation.
(b)    In the United States, revenues from services include fees received from the related franchise offices of $17.9 million and $18.4 million for the nine months ended September 30, 2006 and 2005, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $860.1 million and $885.1 million for the nine months ended September 30, 2006 and 2005, respectively.
(c)    The components of interest and other (income) expenses were:
Interest expense	$	39.1		$	34.8
Interest income		(11.5	)		(6.4	)
Foreign exchange losses		2.5			—
Miscellaneous (income) expense, net		(23.3	)		6.5
	$	6.8		$	34.9

Manpower Inc.

Consolidated Balance Sheets

(In millions)

	Sep. 30 2006			Dec. 31 2005
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	484.5		$	454.9
Accounts receivable, net		3,772.1			3,208.2
Prepaid expenses and other assets		104.4			107.5
Future income tax benefits		95.5			71.1
Total current assets		4,456.5			3,841.7
Other assets:
Goodwill and other intangible assets, net		1,279.9			1,256.5
Other assets		308.5			273.8
Total other assets		1,588.4			1,530.3
Property and equipment:
Land, buildings, leasehold improvements and equipment		686.0			642.4
Less: accumulated depreciation and amortization		491.4			446.0
Net property and equipment		194.6			196.4
	$	6,239.5		$	5,568.4
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	883.6		$	685.4
Employee compensation payable		175.3			150.6
Accrued liabilities		598.0			435.4
Accrued payroll taxes and insurance		629.6			607.2
Value added taxes payable		524.4			441.9
Short-term borrowings and current maturities of long-term debt		28.4			260.0
Total current liabilities		2,839.3			2,580.5
Other liabilities:
Long-term debt		759.9			475.0
Other long-term liabilities		399.6			366.3
Total other liabilities		1,159.5			841.3
Shareholders’ equity:
Common stock		1.0			1.0
Capital in excess of par value		2,397.8			2,346.7
Retained earnings		479.8			269.9
Accumulated other comprehensive income (loss)		47.8			(11.0	)
Treasury stock, at cost		(685.7	)		(460.0	)
Total shareholders’ equity		2,240.7			2,146.6
Total liabilities and shareholders’ equity	$	6,239.5		$	5,568.4

Manpower Inc.

Consolidated Statements of Cash Flows

(In millions)

	Nine Months Ended September 30
	2006			2005
	(Unaudited)
Cash Flows from Operating Activities:
Net earnings	$	233.6		$	171.0
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		65.8			67.7
Amortization of discount on convertible debentures		—			1.9
Deferred income taxes		(27.6	)		(10.2	)
Provision for doubtful accounts		18.6			16.9
Stock based compensation		15.9			1.2
Excess tax benefit on exercise of stock options		(1.6	)		—
Other non-operating gains		(29.3	)		—
Changes in operating assets and liabilities excluding the impact of acquisitions:
Accounts receivable		(396.2	)		(307.1	)
Other assets		22.7			(30.2	)
Other liabilities		329.6			263.8
Cash provided by operating activities		231.5			175.0
Cash Flows from Investing Activities:
Capital expenditures		(47.3	)		(55.9	)
Acquisitions of businesses, net of cash acquired		(7.8	)		(3.5	)
Proceeds from sale of business		29.6			—
Proceeds from sale of an equity interest		8.8			—
Proceeds from the sale of property and equipment		3.6			4.5
Cash used by investing activities		(13.1	)		(54.9	)
Cash Flows from Financing Activities:
Net borrowings of short-term facilities and long-term debt		(0.6	)		181.0
Cash paid to settle convertible debentures		—			(206.6	)
Proceeds from settlement of swap agreements		—			50.7
Proceeds from stock option and purchase plans		45.2			17.7
Excess tax benefit on exercise of stock options		1.6			—
Repurchases of common stock		(235.9	)		(203.5	)
Dividends paid		(23.7	)		(17.6	)
Cash used by financing activities		(213.4	)		(178.3	)
Effect of exchange rate changes on cash		24.6			(41.9	)
Change in cash and cash equivalents		29.6			(100.1	)
Cash and cash equivalents, beginning of period		454.9			531.8
Cash and cash equivalents, end of period	$	484.5		$	431.7

EX-99.2

Manpower Inc.

2006 3

rd

Quarter Results

Now

Next

October 17, 2006

Exhibit 99.2

2

Manpower

Inc.

2006

3

rd

Quarter

Results

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, 2005, 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.

3

Manpower

Inc.

2006

3

rd

Quarter

Results

Consolidated Financial Highlights

Operating Profit

$169M

OP Margin

3.6%

29% CC

Revenue

$4.6B

Gross Margin

18.2%

EPS

$1.16

12%

9% CC

10 bps

40 bps

33%

28%

24% CC

Q3 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.

4

Manpower

Inc.

2006

3

rd

Quarter

Results

18.18%

18.25%

16%

17%

18%

19%

Q3 2005

Temporary

Recruitment

Permanent

Recruitment

Mix -

Specialty

Q3 2006

-

0.44%

+ 0.25%

+ 0.12%

Consolidated Gross Profit Margin Change

5

Manpower

Inc.

2006

3

rd

Quarter

Results

United States Segment

Q3 Financial Highlights

2%

OUP Margin

5.3%

100 bps

Revenue

$542M

OUP

$29M

27%

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.

6

Manpower

Inc.

2006

3

rd

Quarter

Results

contemporary working

France Segment

Q3 Financial Highlights

OUP Margin

3.7%

Revenue

$1.7B

OUP

$62M

12%

7% CC

30 bps

22%

17% CC

7

Manpower

Inc.

2006

3

rd

Quarter

Results

EMEA Segment

contemporary working

Q3 Financial Highlights

OUP Margin

4.3%

Revenue

$1.7B

OUP

$71M

19%

14% CC

100 bps

54%

47% CC

8

Manpower

Inc.

2006

3

rd

Quarter

Results

13%

21%

31%

26%

21%

25%

8%

8%

16%

25%

-1%

21%

30%

26%

13%

4%

Other

Netherlands

Spain

Germany

Elan

UK -

Manpower

Italy

Nordics

EMEA –

Q3 Revenue Growth YoY

Revenue Growth -

CC

Revenue Growth

% of Segment

Revenue

18%

17%

15%

12%

8%

7%

7%

16%

9

Manpower

Inc.

2006

3

rd

Quarter

Results

Jefferson Wells Segment

contemporary working

Q3 Financial Highlights

OUP Margin

10.6%

Revenue

$94M

OUP

$10M

50 bps

10%

14%

10

Manpower

Inc.

2006

3

rd

Quarter

Results

Right Management Segment

contemporary working

Q3 Financial Highlights

OUP Margin

2.0%

Revenue

$91M

OUP

$2M

5%

7% CC

20 bps

12%

17% CC

11

Manpower

Inc.

2006

3

rd

Quarter

Results

Other Operations Segment

contemporary working

Q3 Financial Highlights

OUP Margin

2.8%

Revenue

$595M

OUP

$17M

12%

13% CC

30 bps

1%

3% CC

12

Manpower

Inc.

2006

3

rd

Quarter

Results

30%

29%

2%

23%

3%

1%

-1%

20%

Other

Australia/NZ

Mexico

Japan

Other Operations –

Q3 Revenue Growth YoY

Revenue Growth -

CC

Revenue Growth

% of Segment

Revenue

35%

15%

15%

35%

13

Manpower

Inc.

2006

3

rd

Quarter

Results

Financial Highlights

14

Manpower

Inc.

2006

3

rd

Quarter

Results

416

370

280

303

842

902

735

788

0

200

400

600

800

1,000

1,200

2003

2004

2005

Q3 2006

39%

29%

26%

26%

0%

10%

20%

30%

40%

2003

2004

2005

Q3 2006

Total Debt

Net Debt

Balance Sheet Highlights

Total Debt

($ in millions)

Total Debt to

Total Capitalization

15

Manpower

Inc.

2006

3

rd

Quarter

Results

* 4,000,000 shares in 2006 and 5,000,000 shares in 2005

Proceeds from Sale of Business

Cash Flow Summary –

Nine Months

2006

2005

Cash from Operations

231

175

Capital Expenditures

(47)

(56)

Free Cash Flow

184

119

Share Repurchases *

(236)

(204)

Change in Debt

(1)

25

Other

8

(58)

Change in Cash

30

(100)

($ in millions)

30

-

Proceeds from Stock Option

and Purchase Plans

45

18

16

Manpower

Inc.

2006

3

rd

Quarter

Results

Up

17-19%

Fourth Quarter Outlook

Revenue

U.S.

Up 1-3%

France

Up

13-15%

(Up 7-9% CC)

EMEA

(Up 11-13% CC)

Jefferson Wells

Right

Up/Down 1%

(Down 2-4% CC)

Other

Up 11-13%

(Up 13-15% CC)

Total

Up 12-14%

(Up 8-10% CC)

Gross Profit Margin

18.4 -

18.6%

Operating Profit Margin

3.5 -

3.7%

Tax Rate

36.5%

EPS

$1.14 -

$1.18

(Pos. $.04 Currency)

Down 7-9%

2006 3

rd

Quarter Results

Questions?

Answers

October 17, 2006

*

*