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 18, 2008

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 18, 2008, we issued a press release announcing our results of operations for the quarter ended March 31, 2008. 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 18, 2008
99.2	Presentation materials for April 18, 2008 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 18, 2008	By:	/s/ Michael J. Van Handel
		Michael J. Van Handel Executive Vice President, Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated April 18, 2008
99.2	Presentation materials for April 18, 2008 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 1^st Quarter 2008 Results

MILWAUKEE, WI, USA, April 18, 2008 – Manpower Inc. (NYSE: MAN) today reported that net earnings for the three months ended March 31, 2008 increased 27%, to $75.5 million, or 94 cents per diluted share, compared to $59.5 million, or 69 cents per diluted share, a year earlier. Revenues for the first quarter were $5.4 billion, an increase of 19 percent from the year earlier period.

Results for the first quarter were favorably impacted by 14 cents per diluted share as foreign currencies were relatively stronger compared to the first quarter of 2007. On a constant currency basis, revenues increased 8 percent over the prior year period.

Jeffrey A. Joerres, Manpower Chairman and Chief Executive Officer, said, “The first quarter performance underscores, once again, the strength of our geographic and service line portfolio. Operations like Elan, Germany and Italy performed extremely well with local currency revenue growth of 43%, 22% and 15%, respectively. In these important markets, while we remain on guard, we do not detect any material slowing in our business.

“While economic conditions remain uncertain in parts of the world, we believe our team, coupled with the strength of our portfolio of services, will deliver solid results in the second quarter. We anticipate our second quarter diluted earnings per share to be in the range of $1.47 to $1.51, which includes an estimated favorable currency impact of 20 cents.”

In conjunction with its first quarter earnings release, Manpower will broadcast its conference call live over the Internet on April 18, 2008 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 the employment services industry; creating and delivering services that enable its clients to win in the changing world of work. Celebrating its 60th anniversary in 2008, the $21 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 4,500 offices in 80 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, 2007, which information is incorporated herein by reference.

- ### -

Manpower Inc.

Results of Operations

(In millions, except per share data)

	Three Months Ended March 31
					% Variance
	2008		2007		Amount Reported		Constant Currency
	(Unaudited)
Revenues from services (a)	$	5,386.6	$	4,535.6	18.8	%	7.6	%
Cost of services		4,418.9		3,735.6	18.3	%
Gross profit		967.7		800.0	21.0	%	9.9	%
Selling and administrative expenses		835.7		696.7	19.9	%	9.7	%
Operating profit		132.0		103.3	27.8	%	10.8	%
Interest and other expenses		11.3		9.6	18.4	%
Earnings before income taxes		120.7		93.7	28.8	%	9.7	%
Provision for income taxes		45.2		34.2	32.1	%
Net earnings	$	75.5	$	59.5	26.9	%	8.1	%
Net earnings per share - basic	$	0.95	$	0.70	35.7	%
Net earnings per share - diluted	$	0.94	$	0.69	36.2	%	15.9	%
Weighted average shares - basic		79.5		84.9	-6.4	%
Weighted average shares - diluted		80.3		86.5	-7.2	%

(a) Revenues from services include fees received from our franchise offices of $7.3 million and $8.4 million for the three months ended March 31, 2008 and 2007, respectively. These fees are primarily based on revenues generated by the franchise offices which were $304.0 million and $362.4 million for the three months ended ended March 31, 2008 and 2007, respectively.

Manpower Inc.

Operating Unit Results

(In millions)

	Three Months Ended March 31
						% Variance
	2008			2007		Amount Reported		Constant Currency
	(Unaudited)
Revenues from Services:
United States (a)	$	471.5		$	483.6	-2.5	%	-2.5	%
France		1,734.0			1,493.0	16.1	%	1.5	%
Other EMEA		1,853.7			1,476.4	25.6	%	14.6	%
Italy		401.2			304.8	31.6	%	15.0	%
Jefferson Wells		77.4			81.3	-4.7	%	-4.7	%
Right Management		103.3			93.9	10.1	%	4.5	%
Other Operations		745.5			602.6	23.7	%	11.8	%
	$	5,386.6		$	4,535.6	18.8	%	7.6	%
Operating Unit Profit:
United States	$	7.2		$	11.5	-37.6	%	-37.6	%
France		54.0			43.9	22.9	%	7.3	%
Other EMEA		47.7			36.7	30.0	%	17.2	%
Italy		29.1			16.4	77.0	%	54.6	%
Jefferson Wells		(2.6	)		1.0	N/A		N/A
Right Management		6.7			6.1	8.9	%	9.4	%
Other Operations		21.3			12.8	67.8	%	49.2	%
		163.4			128.4
Corporate expenses		28.2			21.9
Amortization of intangible assets		3.2			3.2
Operating profit		132.0			103.3	27.8	%	10.8	%
Interest and other expenses (b)		11.3			9.6
Earnings before income taxes	$	120.7		$	93.7

(a) In the United States, revenues from services include fees received from our franchise offices of $4.6 million and $5.3 million for the three months ended March 31, 2008 and 2007, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $212.7 million and $269.1 million for the three months ended March 31, 2008 and 2007, respectively.

(b) The components of interest and other expenses were:

	2008			2007
Interest expense	$	15.6		$	12.0
Interest income		(5.1	)		(5.0	)
Foreign exchange (gain) loss		(1.9	)		0.1
Miscellaneous expenses, net		2.7			2.5
	$	11.3		$	9.6

Manpower Inc.

Consolidated Balance Sheets

(In millions)

	Mar. 31 2008			Dec. 31 2007
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	640.5		$	537.5
Accounts receivable, net		4,724.6			4,478.8
Prepaid expenses and other assets		138.8			122.2
Future income tax benefits		86.6			76.3
Total current assets		5,590.5			5,214.8
Other assets:
Goodwill and other intangible assets, net		1,413.2			1,410.7
Other assets		423.2			377.7
Total other assets		1,836.4			1,788.4
Property and equipment:
Land, buildings, leasehold improvements and equipment		814.9			760.8
Less: accumulated depreciation and amortization		584.1			539.6
Net property and equipment		230.8			221.2
Total assets	$	7,657.7		$	7,224.4
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,176.7		$	1,014.4
Employee compensation payable		207.3			213.6
Accrued liabilities		699.2			679.4
Accrued payroll taxes and insurance		699.1			724.7
Value added taxes payable		614.0			583.7
Short-term borrowings and current maturities of long-term debt		52.5			39.7
Total current liabilities		3,448.8			3,255.5
Other liabilities:
Long-term debt		946.0			874.8
Other long-term liabilities		442.3			424.8
Total other liabilities		1,388.3			1,299.6
Shareholders’ equity:
Common stock		1.0			1.0
Capital in excess of par value		2,498.4			2,481.8
Retained earnings		1,115.9			1,040.3
Accumulated other comprehensive income		358.9			257.6
Treasury stock, at cost		(1,153.6	)		(1,111.4	)
Total shareholders’ equity		2,820.6			2,669.3
Total liabilities and shareholders’ equity	$	7,657.7		$	7,224.4

Manpower Inc.

Consolidated Statements of Cash Flows

(In millions)

	Year Ended Mar. 31
	2008			2007
	(Unaudited)
Cash Flows from Operating Activities:
Net earnings	$	75.5		$	59.5
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		24.7			21.5
Deferred income taxes		(2.1	)		15.7
Provision for doubtful accounts		7.3			5.1
Share-based compensation		8.9			5.7
Excess tax benefit on exercise of stock options		(0.1	)		(2.3	)
Changes in operating assets and liabilities, excluding the impact of acquisitions:
Accounts receivable		28.6			88.2
Other assets		(3.6	)		(33.4	)
Other liabilities		(33.4	)		(57.2	)
Cash provided by operating activities		105.8			102.8
Cash Flows from Investing Activities:
Capital expenditures		(23.8	)		(16.8	)
Acquisitions of businesses, net of cash acquired		(0.8	)		(5.0	)
Proceeds from the sale of property and equipment		1.8			1.6
Cash used by investing activities		(22.8	)		(20.2	)
Cash Flows from Financing Activities:
Net borrowings of short-term facilities and long-term debt		10.9			3.8
Proceeds from stock option and purchase plans		8.8			20.0
Excess tax benefit on exercise of stock options		0.1			2.3
Repurchases of common stock		(52.7	)		(72.7	)
Cash used by financing activities		(32.9	)		(46.6	)
Effect of exchange rate changes on cash		52.9			3.4
Change in cash and cash equivalents		103.0			39.4
Cash and cash equivalents, beginning of period		537.5			687.9
Cash and cash equivalents, end of period	$	640.5		$	727.3

EX-99.2

MANPOWER INC.

2008 1   QUARTER RESULTS

APRIL 18, 2008

Exhibit 99.2

st

2

Manpower Inc. 2008 1   Quarter Results

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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, 2007, 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. 2008 1   Quarter Results

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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.

Consolidated Financial Highlights

16% CC

Operating Profit

$132M

OP Margin

2.5%

Revenue

$5.4B

Gross Margin

18.0%

EPS

from

Continuing

Operations

$0.94

19%

8% CC

33 bps

20 bps

36%

28%

11% CC

Q1 Highlights

4

Manpower Inc. 2008 1   Quarter Results

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17.97%

17.64%

15%

16%

17%

18%

19%

Q1 2007

Temporary

Recruitment

Permanent

Recruitment

Mix - Specialty

Q1 2008

- 0.26%

+ 0.26%

+ 0.33%

Consolidated Gross Profit Margin Change

5

Manpower Inc. 2008 1   Quarter Results

st

United States Segment

(9% of Revenue)

Q1 Financial Highlights

2%

OUP Margin

1.5%

90 bps

Revenue

$472M

OUP

$7M

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.

6

Manpower Inc. 2008 1  

Quarter

Results

st

France Segment

(32% of Revenue)

Q1 Financial Highlights

OUP Margin

3.1%

Revenue

$1.7B

OUP

$54M

16%

2% CC

20 bps

23%

7% CC

7

Manpower Inc. 2008 1  

Quarter

Results

st

Other EMEA Segment

(35% of Revenue)

Q1 Financial Highlights

OUP Margin

2.6%

Revenue

$1.9B

OUP

$48M

26%

15% CC

10 bps

30%

17% CC

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Manpower Inc. 2008 1    Quarter Results

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40%

6%

20%

24%

-14%

6%

22%

4%

6%

43%

-2%

38%

22%

48%

Other

Spain

Netherlands

Germany

UK - Manpower

Elan

Nordics

Other EMEA –

Q1 Revenue Growth YoY

Revenue Growth -

CC

Revenue Growth

% of Segment

Revenue

19%

17%

15%

11%

9%

7%

22%

9

Manpower Inc. 2008 1

Quarter Results

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Italy Segment

(7% of Revenue)

Q1 Financial Highlights

OUP Margin

7.2%

Revenue

$401M

OUP

$29M

32%

15% CC

180 bps

77%

55% CC

10

Manpower Inc. 2008 1   Quarter Results

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Jefferson Wells Segment

(1% of Revenue)

Q1 Financial Highlights

OUP Margin

-

3.3%

Revenue

$77M

OUP

$(3M)

450 bps

5%

N/A

11

Manpower Inc. 2008 1   Quarter Results

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9%

9% CC

Right Management Segment

(2% of Revenue)

Q1 Financial Highlights

OUP Margin

6.5%

Revenue

$103M

OUP

$7M

10%

5% CC

0 bps

12

Manpower Inc. 2008 1  

Quarter

Results

st

Other Operations Segment

(14% of Revenue)

Q1 Financial Highlights

OUP Margin

2.9%

Revenue

$745M

OUP

$21M

24%

12% CC

80 bps

68%

49% CC

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Manpower Inc. 2008 1    Quarter Results

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34%

23%

10%

-1%

8%

12%

22%

15%

Other

Mexico

Australia/NZ

Japan

Other Operations –

Q1 Revenue Growth YoY

Revenue Growth -

CC

Revenue Growth

% of Segment

Revenue

35%

15%

13%

37%

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Manpower Inc. 2008 1    Quarter Results

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Financial Highlights

15

Manpower Inc. 2008 1    Quarter Results

st

29%

26%

25%

26%

26%

0%

10%

20%

30%

2004

2005

2006

2007

Q1 2008

Total Debt

Net Debt

Balance Sheet Highlights

Total Debt

($ in millions)

Total Debt to

Total Capitalization

358

377

370

280

135

902

735

823

915

999

0

250

500

750

1,000

2004

2005

2006

2007

Q1 2008

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Manpower Inc. 2008 1    Quarter Results

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Other

55

Change in Cash

103

39

7

* 752,300 shares in 2008 and 991,900 shares in 2007.  $11.5M of cash

paid in 2008 was for shares repurchased in 2007.

Cash Flow Summary –

First Quarter

2008

2007

Cash from Operations

106

103

Capital Expenditures

(24)

(17)

Free Cash Flow

82

86

Share Repurchases *

(53)

(73)

Change in Debt

(1)

4

($ in millions)

Proceeds from Equity Plans

9

20

Acquisitions of Businesses,

net of cash acquired

(5)  

11

17

Manpower Inc. 2008 1    Quarter Results

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Second Quarter Outlook

Revenue

U.S.

Up

1-3%

France

Up

11-13%

(Down 3-5% CC)

Up

31-33%

Italy

(Up 12-14% CC)

Jefferson Wells

Right Management

Up

8-10%

(Up 2-4% CC)

Other

Up

24-26%

(Up 11-13% CC)

Total

Up

18-20%

(Up 6-8% CC)

Gross Profit Margin

18.3-18.5%

Operating Profit Margin

3.3-3.5%

Tax Rate from Continuing Operations

37.5%

EPS from Continuing Operations

$1.47-$1.51

(Pos.

$.20

Currency)

Down 3-5%

Other EMEA

(Up 17-19% CC)

Up

29-31%

Manpower Inc.

2008 1

Quarter Results

Questions?

Answers

April 18, 2008

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