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 21, 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 October 21, 2008, we issued a press release announcing our results of operations for the three- and nine- month periods ended September 30, 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 October 21, 2008
99.2	Presentation materials for October 21, 2008 conference call
99.3	Earnings, As Adjusted

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 21, 2008	By:	/s/ Michael J. Van Handel
		Michael J. Van Handel
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 21, 2008
99.2	Presentation materials for October 21, 2008 conference call
99.3	Earnings, As Adjusted

EX-99.1

Exhibit 99.1

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

Manpower Inc. Reports 3^rd Quarter 2008 Results

MILWAUKEE, WI, USA, October 21, 2008 – Manpower Inc. (NYSE: MAN) today reported that earnings per diluted share for the three months ended September 30, 2008 were a loss of 55 cents compared to income of $1.57 in the prior year period. Revenues for the third quarter were $5.7 billion, an increase of 7 percent from the year earlier period.

Third quarter 2008 results include a goodwill and intangible asset impairment charge of $163.1 million ($154.6 million after tax) or $1.97 per diluted share related to our investment in Right Management. Excluding this impairment charge, third quarter net earnings per diluted share would have been $1.42, with net earnings of $111.4 million.

Third quarter results were favorably impacted by 11 cents per diluted share as foreign currencies were relatively stronger compared to the third quarter of 2007. On a constant currency basis, revenues increased 1% over the prior year period.

Third quarter 2007 results were positively impacted $27.0 million ($16.1 million after tax) or 19 cents per diluted share as a result of a non-recurring favorable change in the calculation of French payroll taxes.

Jeffrey A. Joerres, Manpower Inc. Chairman and Chief Executive Officer, said, “The slowdown that we have been experiencing in the U.S. has now moved to Europe. While we are still seeing year-over-year growth in some of our European operations, we expect the full impact of the economic slowdown has yet to be felt by the labor market. Our emerging markets continue to grow at a rapid pace.

“We will continue to benefit from a geographically balanced business, diverse portfolio of services and well-equipped Manpower team that will take advantage of the opportunities that are presented in an economic downturn.

“While the current dynamic economic environment makes forecasting demand for our services more difficult, we are presently anticipating the fourth quarter of 2008 diluted earnings per share to be in the range of $.97 to $1.01, which includes an estimated negative currency impact of 6 cents,” Joerres stated.

Earnings per diluted share for the nine months ended September 30, 2008 were $1.75 compared to $4.10 per diluted share in 2007. Net earnings were $139.7 million compared to $351.6 million in the prior year. Revenues for the nine-month period were $17.0 billion, an increase of 14 percent from the prior year or 5 percent in constant currency. Foreign currency exchange rates had a favorable impact of 45 cents for the nine-month period.

Earnings per diluted share for the nine month period in 2008 include the goodwill and intangible asset impairment charge of $1.93 (based on the weighted average shares for the nine-month period) and a net charge of 18 cents recorded in the second quarter related to an increase in our legal reserve and recoverable 2005 payroll taxes in France. Earnings per diluted share for the nine-month period in 2007 include a favorable impact of 85 cents related to the revised calculation in French payroll taxes.

In conjunction with its third quarter earnings release, Manpower will broadcast its conference call live over the Internet on October 21, 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 http://www.manpower.com/.

Forward-Looking Statements

This news release contains statements, including earnings 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 September 30
	2008			2007		% Variance
						Amount Reported		Constant Currency
	(Unaudited)
Revenues from services (a)	$	5,668.4		$	5,295.4	7.0	%	1.0	%
Cost of services		4,640.8			4,321.0	7.4	%
Gross profit		1,027.6			974.4	5.5	%	-0.1	%
Selling and administrative expenses, excluding impairment		843.5			752.5	12.1	%	6.6	%
Goodwill and intangible asset impairment (b)		163.1			—	N/A		N/A
Selling and administrative expenses		1,006.6			752.5	33.8	%	28.3	%
Operating profit		21.0			221.9	-90.5	%	-96.4	%
Interest and other expenses		13.4			9.1	50.1	%
Earnings before income taxes		7.6			212.8	-96.5	%	-102.9	%
Provision for income taxes		50.8			81.1	-37.5	%
Net (loss) earnings	$	(43.2	)	$	131.7	-132.8	%	-139.6	%
Net (loss) earnings per share - basic	$	(0.55	)	$	1.59	-134.6	%
Net (loss) earnings per share - diluted	$	(0.55	)	$	1.57	-135.0	%	-142.0	%
Weighted average shares - basic		78.6			82.7	-5.3	%
Weighted average shares - diluted		78.6			84.1	-6.6	%

(a) Revenues from services include fees received from our franchise offices of $8.0 million and $9.4 million for the three months ended September 30, 2008 and 2007, respectively. These fees are primarily based on revenues generated by the franchise offices which were $282.2 million and $387.4 million for the three months ended September 30, 2008 and 2007, respectively.

(b) The goodwill and intangible asset impairment relates to our investment in Right Management. The impact on net earnings is $154.6 million, or $1.97 per diluted share.

Manpower Inc.

Operating Unit Results

(In millions)

	Three Months Ended September 30
	2008			2007			% Variance
							Amount Reported		Constant Currency
	(Unaudited)
Revenues from Services:
United States (a)	$	519.8		$	502.2		3.5	%	3.5	%
France		1,892.1			1,871.3		1.1	%	-7.9	%
Other EMEA		1,951.7			1,740.3		12.1	%	8.0	%
Italy		375.7			334.5		12.3	%	2.5	%
Jefferson Wells		74.2			85.5		-13.3	%	-13.3	%
Right Management		107.7			98.7		9.1	%	7.9	%
Other Operations		747.2			662.9		12.7	%	5.9	%
	$	5,668.4		$	5,295.4		7.0	%	1.0	%
Operating Unit Profit:
United States	$	12.1		$	24.1		-49.6	%	-49.6	%
France		66.1			100.7		-34.4	%	-40.0	%
Other EMEA		76.3			74.4		2.5	%	-2.3	%
Italy		29.3			24.6		19.1	%	8.5	%
Jefferson Wells		(1.6	)		(1.7	)	N/A		N/A
Right Management		7.6			5.7		33.5	%	39.4	%
Other Operations		14.2			18.8		-23.8	%	-32.4	%
		204.0			246.6
Corporate expenses		16.6			21.4
Goodwill and intangible asset impairment		163.1			—
Amortization of intangible assets		3.3			3.3
Operating profit		21.0			221.9		-90.5	%	-96.4	%
Interest and other expenses (b)		13.4			9.1
Earnings before income taxes	$	7.6		$	212.8

(a) In the United States, revenues from services include fees received from our franchise offices of $4.5 million and $6.5 million for the three months ended September 30, 2008 and 2007, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $175.4 million and $270.7 million for the three months ended September 30, 2008 and 2007, respectively.

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

	2008			2007
Interest expense	$	16.2		$	14.2
Interest income		(5.4	)		(5.9	)
Foreign exchange gains		(0.6	)		(0.1	)
Miscellaneous expenses, net		3.2			0.9
	$	13.4		$	9.1

Manpower Inc.

Results of Operations

(In millions, except per share data)

	Nine Months Ended September 30
	2008		2007		% Variance
					Amount Reported		Constant Currency
	(Unaudited)
Revenues from services (a)	$	16,959.9	$	14,865.4	14.1	%	4.5	%
Cost of services		13,811.0		12,066.9	14.5	%
Gross profit		3,148.9		2,798.5	12.5	%	3.3	%
Selling and administrative expenses, excluding impairment charge		2,625.5		2,196.3	19.5	%	10.4	%
Goodwill and intangible asset impairment (b)		163.1		—	N/A		N/A
Selling and administrative expenses		2,788.6		2,196.3	27.0	%	17.8	%
Operating profit		360.3		602.2	-40.2	%	-49.7	%
Interest and other expenses		38.6		26.4	46.6	%
Earnings before income taxes		321.7		575.8	-44.1	%	-54.3	%
Provision for income taxes		182.0		224.2	-18.9	%
Net earnings	$	139.7	$	351.6	-60.3	%	-70.4	%
Net earnings per share - basic	$	1.77	$	4.19	-57.8	%
Net earnings per share - diluted	$	1.75	$	4.10	-57.3	%	-68.3	%
Weighted average shares - basic		79.1		84.0	-5.8	%
Weighted average shares - diluted		80.0		85.7	-6.7	%

(a) Revenues from services include fees received from our franchise offices of $23.6 million and $26.8 million for the nine months ended September 30, 2008 and 2007, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $911.6 million and $1,111.6 million for the nine months ended September 30, 2008 and 2007,

respectively.

(b) The goodwill and intangible asset impairment relates to our investment in Right Management. The impact on net earnings is $154.6 million, or $1.93 per diluted share.

Manpower Inc.

Operating Unit Results

(In millions)

	Nine Months Ended September 30
	2008			2007		% Variance
						Amount Reported		Constant Currency
	(Unaudited)
Revenues from Services:
United States (a)	$	1,482.9		$	1,474.4	0.6	%	0.6	%
France		5,584.2			5,149.2	8.4	%	-4.3	%
Other EMEA		5,856.1			4,798.7	22.0	%	13.2	%
Italy		1,218.3			993.1	22.7	%	8.2	%
Jefferson Wells		227.4			250.6	-9.3	%	-9.3	%
Right Management		326.7			298.4	9.5	%	5.5	%
Other Operations		2,264.3			1,901.0	19.1	%	9.1	%
	$	16,959.9		$	14,865.4	14.1	%	4.5	%
Operating Unit Profit:
United States	$	34.1		$	61.7	-44.7	%	-44.7	%
France		189.9			308.3	-38.4	%	-45.6	%
Other EMEA		209.1			166.8	25.4	%	14.8	%
Italy		96.0			70.1	36.9	%	20.6	%
Jefferson Wells		(5.8	)		0.4	N/A		N/A
Right Management		27.6			22.8	21.0	%	19.8	%
Other Operations		52.1			46.6	12.0	%	-1.1	%
		603.0			676.7
Corporate expenses		69.8			64.7
Goodwill and intangible asset impairment		163.1			—
Amortization of intangible assets		9.8			9.8
Operating profit		360.3			602.2	-40.2	%	-49.7	%
Interest and other expenses (b)		38.6			26.4
Earnings before income taxes	$	321.7		$	575.8

(a) In the United States, revenues from services include fees received from our franchise offices of $13.8 million and $18.3 million for the nine months ended September 30, 2008 and 2007, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $602.7 million and $818.3 million for the nine months ended September 30, 2008 and 2007, respectively.

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

	2008			2007
Interest expense	$	48.9		$	39.3
Interest income		(16.5	)		(17.1	)
Foreign exchange (gain) loss		(2.1	)		0.1
Miscellaneous expenses, net		8.3			4.1
	$	38.6		$	26.4

Manpower Inc.

Consolidated Balance Sheets

(In millions)

	Sep. 30 2008			Dec. 31 2007
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	632.0		$	537.5
Accounts receivable, net		4,290.2			4,478.8
Prepaid expenses and other assets		177.9			122.2
Future income tax benefits		63.3			76.3
Total current assets		5,163.4			5,214.8
Other assets:
Goodwill and other intangible assets, net		1,410.8			1,410.7
Other assets		321.2			377.7
Total other assets		1,732.0			1,788.4
Property and equipment:
Land, buildings, leasehold improvements and equipment		789.6			760.8
Less: accumulated depreciation and amortization		570.6			539.6
Net property and equipment		219.0			221.2
Total assets	$	7,114.4		$	7,224.4
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,071.9		$	1,014.4
Employee compensation payable		222.0			213.6
Accrued liabilities		684.4			679.4
Accrued payroll taxes and insurance		641.3			724.7
Value added taxes payable		586.2			583.7
Short-term borrowings and current maturities of long-term debt		127.5			39.7
Total current liabilities		3,333.3			3,255.5
Other liabilities:
Long-term debt		844.8			874.8
Other long-term liabilities		366.2			424.8
Total other liabilities		1,211.0			1,299.6
Shareholders’ equity:
Common stock		1.0			1.0
Capital in excess of par value		2,507.0			2,481.8
Retained earnings		1,150.8			1,040.3
Accumulated other comprehensive income		135.6			257.6
Treasury stock, at cost		(1,224.3	)		(1,111.4	)
Total shareholders’ equity		2,570.1			2,669.3
Total liabilities and shareholders’ equity	$	7,114.4		$	7,224.4

Manpower Inc.

Consolidated Statements of Cash Flows

(In millions)

	Nine Months Ended Sep. 30
	2008			2007
	(Unaudited)
Cash Flows from Operating Activities:
Net earnings	$	139.7		$	351.6
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		81.9			68.2
Non-cash goodwill and intangible asset impairment		163.1			—
Deferred income taxes		(36.8	)		(13.6	)
Provision for doubtful accounts		14.2			17.3
Share-based compensation		15.3			18.8
Excess tax benefit on exercise of stock options		(0.5	)		(5.5	)
Changes in operating assets and liabilities, excluding the impact of acquisitions:
Accounts receivable		76.8			(430.1	)
Other assets		(35.5	)		(25.7	)
Other liabilities		31.0			318.2
Cash provided by operating activities		449.2			299.2
Cash Flows from Investing Activities:
Capital expenditures		(70.6	)		(65.8	)
Acquisitions of businesses, net of cash acquired		(224.4	)		(100.2	)
Proceeds from the sale of property and equipment		4.1			3.7
Cash used by investing activities		(290.9	)		(162.3	)
Cash Flows from Financing Activities:
Net borrowings of short-term facilities and long-term debt		87.4			15.7
Proceeds from stock option and purchase plans		12.5			34.1
Excess tax benefit on exercise of stock options		0.5			5.5
Repurchases of common stock		(125.3	)		(359.5	)
Dividends paid		(29.2	)		(27.1	)
Cash used by financing activities		(54.1	)		(331.3	)
Effect of exchange rate changes on cash		(9.7	)		45.3
Change in cash and cash equivalents		94.5			(149.1	)
Cash and cash equivalents, beginning of period		537.5			687.9
Cash and cash equivalents, end of period	$	632.0		$	538.8

EX-99.2

MANPOWER INC.

2008 3

rd

QUARTER RESULTS

OCTOBER 21, 2008

Exhibit 99.2

2

Manpower Inc. 2008 3   Quarter Results

rd

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 3   Quarter Results

rd

380 bps

142% CC

Operating Profit

$21M

OP Margin

0.4%

Revenue

$5.7B

Gross Margin

18.1%

EPS ($.55)

7%

1% CC

27 bps

135%

91%

96% 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.

Consolidated Financial Highlights

(1)

Excludes the impact of the goodwill and intangible asset impairment from 2008 and the French payroll

tax change from 2007.

As

Reported

5% CC

7%

1% CC

30 bps

40 bps

3%

6%

12% CC

Excluding

Non-recurring

Items

(1)

4

Manpower Inc. 2008 3   Quarter Results

rd

18.13%

18.40%

15%

16%

17%

18%

19%

Q3 2007

Decrease in

Impact of

Payroll Tax

Changes

Temporary

Recruitment

Permanent

Recruitment

Mix -

Specialty

Q3 2008

- 0.12%

+ 0.28%

+ 0.14%

- 0.57%

Consolidated Gross Profit Margin Change

5

Manpower Inc. 2008 3   Quarter Results

rd

United States Segment

(9% of Revenue)

Q3 Financial Highlights

4%

OUP Margin

2.3%

250 bps

Revenue

$520M

OUP

$12M

50%

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.

(1)

The results above include the impact of acquisitions.  On an organic basis, revenue decreased 10%.

(1)

6

Manpower Inc. 2008 3   Quarter Results

rd

France Segment

(33% of Revenue)

Q3 Financial Highlights

OUP Margin

3.5%

Revenue

$1.9B

OUP

$66M

1%

8% CC

40 bps

10%

18% CC

(1)

Excludes the impact of the French payroll tax change from 2007.

As

Reported

1%

8% CC

190 bps

34%

40% CC

(1)

Excluding

Non-recurring

Items

7

Manpower Inc. 2008 3   Quarter Results

Other EMEA Segment

(35% of Revenue)

Q3 Financial Highlights

OUP Margin

3.9%

Revenue

$2.0B

OUP

$76M

12%

8% CC

40 bps

2%

2% CC

(1)

(1)

The results above include the results of Vitae, which was acquired in April 2008.  On an organic basis,

revenue increased 10% in USD (6% in CC).

(1)

rd

8

Manpower Inc. 2008 3   Quarter Results

37%

21%

5%

16%

-17%

6%

25%

7%

26%

0%

-2%

17%

-9%

24%

16%

-6%

Other

Spain

Belgium

Netherlands

Germany

UK - Manpower

Elan

Nordics

Other EMEA –

Q3 Revenue Growth YoY

Revenue

Growth

-

CC

Revenue Growth

% of Segment

Revenue

18%

17%

13%

12%

10%

6%

17%

(1)

(1)

The Netherlands results include the results of Vitae, which was

acquired in April 2008.  On an organic

basis, revenue increased 10% in USD (1% in CC).

7%

rd

9

Manpower Inc. 2008 3   Quarter Results

Italy Segment

(7% of Revenue)

Q3 Financial Highlights

OUP Margin

7.8%

Revenue

$376M

OUP

$29M

12%

2% CC

50 bps

19%

9% CC

rd

10

Manpower Inc. 2008 3   Quarter Results

Jefferson Wells Segment

(1% of Revenue)

Q3 Financial Highlights

OUP Margin

-

2.1%

Revenue

$74M

OUP

$(2M)

10 bps

13%

N/A

rd

11

Manpower Inc. 2008 3   Quarter Results

34%

39% CC

Right Management Segment

(2% of Revenue)

Q3 Financial Highlights

OUP Margin

7.1%

Revenue

$108M

OUP

$8M

9%

8% CC

130 bps

rd

12

Manpower Inc. 2008 3   Quarter Results

Other Operations Segment

(13% of Revenue)

Q3 Financial Highlights

OUP Margin

1.9%

Revenue

$747M

OUP

$14M

13%

6% CC

90 bps

24%

32% CC

rd

13

Manpower Inc. 2008 3   Quarter Results

22%

5%

0%

-9%

16%

6%

15%

-5%

Other

Australia/NZ

Mexico

Japan

Other Operations –

Q3 Revenue Growth YoY

Revenue

Growth

-

CC

Revenue Growth

% of Segment

Revenue

34%

14%

13%

39%

rd

14

Manpower Inc. 2008 3   Quarter Results

Financial Highlights

rd

15

Manpower Inc. 2008 3   Quarter Results

Balance Sheet Highlights

Total Debt

($ in millions)

Total Debt to

Total Capitalization

Total Debt

Net Debt

rd

358

377

453

370

280

135

340

902

735

823

915

999

972

1,014

0

300

600

900

1,200

2004

2005

2006

2007

Q1

Q2

2008

Q3

29%

26%

25%

26%

26%

27%

26%

0%

10%

20%

30%

2004

2005

2006

2007

Q1

Q2

2008

Q3

16

Manpower Inc. 2008 3   Quarter Results

Interest

Rate

Maturity

Date

Total

Outstanding

Remaining

Available

Euro Notes:

- Euro 200M

4.86%

June 2013

281

-

- Euro 300M

4.58%

June 2012

422

-

Revolving Credit Agreement

5.71%

Nov 2012

141

480

A/R Securitization

3.06%

July 2009

73

27

Uncommitted lines and Other

Various

Various

55

312

Total Debt

972

819

Credit Facilities as of September 30, 2008

($ in millions)

(a)

(b)

(a)

(b)

$625M

multi-currency

Revolving

Credit

Agreement

provided

by

17

banks.

No

lender

represents

more

than

10%

of

the

total

amount.

As

of

September

30,

2008,

there

was

a

€100M

borrowing

under

the

Revolving

Credit

Agreement

which

has

been

swapped

to

a

fixed

rate

of

5.71%

until

July

2010.

New

borrowings

under

the

agreement

would

be

made

at

the

interbank

rate

for

the

relevant

currency

and

tenor

plus

a

credit

spread

based

upon

our

public

debt

rating.

At

September

30,

2008,

new

30-day

USD

borrowings

would

cost

4.32%

(30-day

LIBOR

plus

40

bps).

The

interest

rate

is

based

on

the

issuance

cost

of

commercial

paper

from

Citigroup

conduits

which

are

rated

A1+/P1

by

the

rating

agencies.

The

commercial

paper

is

sold

into

public,

private

or

bank

financing

markets.

Our

cost

of

funds

is

comprised

of

the

issuance

cost

for

this

commercial

paper

plus

a

commission

and

will

vary

based

on

market

and

interest

rate

conditions.

Represents

borrowings

under

uncommitted

lines

of

credit

&

overdraft

facilities,

which

total

$365M,

and

other

long-term

debt

of

$2M.

Total

subsidiary

borrowings

are

limited

to

$300M

due

to

restrictions

in

our

Revolving

Credit

Agreement,

with

the

exception

of

Q3

when

subsidiary

borrowings

are

limited

to

$600M.

(c)

(c)

rd

17

Manpower Inc. 2008 3   Quarter Results

Other

(36)

Change in Cash

94

(149)

22

*

2,231,610

shares

in

2008

and

4,944,200

shares

in

2007.

$11.5M

of

cash

paid

in

2008

was

for

shares

repurchased

in

2007.

Cash Flow Summary –

Nine Months

2008

2007

Cash from Operations

449

299

Capital Expenditures

(70)

(66)

Free Cash Flow

379

233

Share Repurchases *

(125)

(360)

Change in Debt

(224)

16

($ in millions)

Proceeds from Equity Plans

13

40

Acquisitions of Businesses,

net of cash acquired

(100)  

87

rd

18

Manpower Inc. 2008 3   Quarter Results

Fourth Quarter Outlook

Revenue

U.S.

Down 2-4%

France

Down

21-23%

(Down 15-17% CC)

Down

11-13%

Italy

(Down 4-6% CC)

Jefferson Wells

Right Management

Up 4-6%

(Up 7-9% CC)

Other

Up 5-7%

(Up 0-2% CC)

Total

Down 9-11%

(Down 5-7% CC)

Gross Profit Margin

18.6-18.8%

Operating Profit Margin

2.6-2.8%

Tax Rate

36.5%

EPS

$0.97-$1.01

(Neg.

$.06

Currency)

Down 16-18%

Other EMEA

(Up/Down 1% CC)

Down

6-8%

rd

Manpower Inc.

2008 3   Quarter Results

Questions?

Answers

October 21, 2008

rd

EX-99.3

Earnings, As Adjusted Exhibit 99.3

	Three Months Ended September 30								Nine Months Ended September 30
	Earnings As Reported			Impairment Charge			Earnings As Adjusted		Earnings As Reported		Impairment Charge			Earnings As Adjusted
Gross profit	$	1,027.6		$	—		$	1,027.6	$	3,148.9	$	—		$	3,148.9
Selling and administrative expenses		1,006.6			(163.1	)		843.5		2,788.6		(163.1	)		2,625.5
Operating profit		21.0			163.1			184.1		360.3		163.1			523.4
Interest and other expenses		13.4			—			13.4		38.6		—			38.6
Earnings before income taxes		7.6			163.1			170.7		321.7		163.1			484.8
Provision for income taxes		50.8			8.5			59.3		182.0		8.5			190.5
Net (loss) earnings	$	(43.2	)	$	154.6		$	111.4	$	139.7	$	154.6		$	294.3
Net (loss) earnings per share - diluted	$	(0.55	)	$	1.97		$	1.42	$	1.75	$	1.93		$	3.68

The Earnings, As Adjusted, amounts exclude the impact of the goodwill and intangible asset impairment charge that we recorded in the third quarter of 2008 related to our investment in Right Management. We believe that these adjusted earnings amounts provide useful information to investors because they better reflect the operating performance of the company. Management also uses these adjusted results when analyzing our performance against that of our competitors, and we believe that many of our shareholders and other interested parties will exclude this charge as they analyze our operating results.