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 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 October 19, 2005, we issued a press release announcing our results of operations for the three and nine-month period ended September 30, 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 October 19, 2005
99.2	Presentation materials for October 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: October 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 October 19, 2005
99.2	Presentation materials for October 19, 2005 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 3^rd Quarter 2005 Results

MILWAUKEE, WI, USA, October 19, 2005 – Manpower Inc. (NYSE: MAN) today reported that earnings per diluted share for the three months ended September 30, 2005 were 87 cents, the same as the prior year period. Net income in the quarter was $76.3 million compared to $83.4 million a year earlier. Included in the prior year quarter was an $8.0 million adjustment to the income tax provision, resulting in a favorable impact on prior year diluted earnings per share of 8 cents. Revenues for the third quarter totaled $4.1 billion, an increase of 6 percent from the year-earlier period. The impact of changes in foreign currencies between years on third quarter results was negligible.

Jeffrey A. Joerres, Manpower Chairman and Chief Executive Officer, said, “Our strong results in the third quarter can be attributed to several Manpower geographies and business units throughout the world relentlessly pursuing our strategies in their markets.” Joerres added, “The U.S., Germany, Italy, Japan and Sweden are among the markets that clearly demonstrated our ability to produce solid profit growth as a company. Additionally, our Jefferson Wells and Elan brands both produced solid, sustainable results in the quarter.

“We are anticipating the fourth quarter of 2005 diluted earnings per share to be in the range of 82 to 86 cents, which includes an estimated negative currency impact of 5 cents.” Joerres stated.

Earnings per diluted share for the nine months ended September 30, 2005 were $1.88 compared to $1.86 per diluted share in 2004. Net income was $171.0 million compared to $176.1 million the prior year. Revenues for the nine-month period were $12.0 billion, an increase of 10 percent from the prior year. On a constant currency basis, earnings per diluted share for the nine-month period were $1.84 on an 8 percent improvement in revenues.

In addition to the previously discussed income tax adjustment of 8 cents per diluted share, the prior year nine-month results also include a first quarter non-operating gain of $14.2 million ($10.2 million net of income taxes), or 11 cents per diluted share.

- MORE -

Manpower Reports 3^rd Quarter Results/Page 2

In conjunction with its third quarter earnings release, Manpower will broadcast its conference call live over the Internet on October 19, 2005 at 8:00 a.m. CDT (9:00 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, 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 4,300 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 September 30
					% Variance
	2005		2004		Amount Reported		Constant Currency
	(Unaudited)
Revenues from services (a)	$	4,144.8	$	3,900.8	6.3	%	6.1	%
Cost of services		3,388.2		3,172.7	6.8	%
Gross profit		756.6		728.1	3.9	%	3.7	%
Selling and administrative expenses		624.6		601.2	3.9	%	3.7	%
Operating profit		132.0		126.9	4.1	%	3.8	%
Interest and other expense		11.9		9.1	30.3	%
Earnings before income taxes		120.1		117.8	2.1	%
Provision for income taxes		43.8		34.4	27.5	%
Net earnings	$	76.3	$	83.4	-8.5	%	-8.7	%
Net earnings per share - basic	$	0.88	$	0.93	-5.4	%
Net earnings per share - diluted (b)	$	0.87	$	0.87	—		—
Weighted average shares - basic		87.0		90.0	-3.4	%
Weighted average shares - diluted (b)		88.2		97.2	-9.2	%

(a) Revenues from services include fees received from our franchise offices of $9.6 million and $8.9 million for the three months ended September 30, 2005 and 2004, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $396.6 million and $397.0 million for the three months ended September 30, 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 September 30
							% Variance
	2005			2004			Amount Reported		Constant Currency
	(Unaudited)
Revenues from Services:
United States (a)	$	531.5		$	531.8		—		—
France		1,494.6			1,402.0		6.6	%	6.9	%
EMEA		1,385.5			1,305.4		6.1	%	6.7	%
Jefferson Wells		103.9			110.6		-6.1	%	-6.1	%
Right		96.0			102.5		-6.4	%	-6.9	%
Other Operations		533.3			448.5		18.9	%	15.1	%
	$	4,144.8		$	3,900.8		6.3	%	6.1	%
Operating Unit Profit:
United States	$	22.6		$	15.6		44.7	%	44.7	%
France		50.2			55.6		-9.7	%	-9.3	%
EMEA		46.6			33.9		37.4	%	38.0	%
Jefferson Wells		11.5			25.1		-54.2	%	-54.2	%
Right		2.1			3.2		-35.2	%	-39.8	%
Other Operations		16.6			10.8		55.2	%	49.5	%
		149.6			144.2
Corporate expenses		14.3			14.0
Amortization of intangible assets		3.3			3.3
Operating profit		132.0			126.9		4.1	%	3.8	%
Interest and other expense (b)		11.9			9.1
Earnings before income taxes	$	120.1		$	117.8
(a)    In the United States, revenues from services include fees received from the related franchise offices of $6.7 million and $6.3 million for the three months ended September 30, 2005 and 2004, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $310.7 million and $318.4 million for the three months ended September 30, 2005 and 2004, respectively.
(b)    The components of interest and other expense (income) were:
Interest expense	$	12.5		$	10.9
Interest income		(2.0	)		(2.2	)
Foreign exchange gains		(0.2	)		(0.4	)
Miscellaneous expenses, net		1.6			0.8
	$	11.9		$	9.1

Manpower Inc.

Results of Operations

(In millions, except per share data)

	Nine Months Ended September 30
					% Variance
	2005		2004		Amount Reported		Constant Currency
	(Unaudited)
Revenues from services (a)	$	11,957.2	$	10,857.3	10.1	%	7.6	%
Cost of services		9,779.4		8,833.4	10.7	%
Gross profit		2,177.8		2,023.9	7.6	%	5.3	%
Selling and administrative expenses		1,873.6		1,745.6	7.3	%	5.0	%
Operating profit		304.2		278.3	9.3	%	6.9	%
Interest and other expenses		34.9		17.4	100.7	%
Earnings before income taxes		269.3		260.9	3.2	%
Provision for income taxes		98.3		84.8	15.9	%
Net earnings	$	171.0	$	176.1	-2.9	%	-4.7	%
Net earnings per share - basic	$	1.93	$	1.99	-3.0	%
Net earnings per share - diluted (b)	$	1.88	$	1.86	1.1	%	-1.1	%
Weighted average shares - basic		88.4		88.5	-0.1	%
Weighted average shares - diluted (b)		91.7		96.4	-4.9	%

(a) Revenues from services include fees received from our franchise offices of $26.7 million and $25.0 million for the nine months ended September 30, 2005 and 2004, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $1,122.1 million and $1,068.9 million for the nine months ended September 30, 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)

	Nine Months Ended September 30
							% Variance
	2005			2004			Amount Reported		Constant Currency
	(Unaudited)
Revenues from Services:
United States (a)	$	1,514.1		$	1,523.7		-0.6	%	-0.6	%
France		4,150.4			3,816.8		8.7	%	5.8	%
EMEA		4,137.7			3,648.5		13.4	%	10.6	%
Jefferson Wells		290.1			237.7		22.0	%	22.0	%
Right		308.5			324.2		-4.9	%	-6.7	%
Other Operations		1,556.4			1,306.4		19.1	%	15.3	%
	$	11,957.2		$	10,857.3		10.1	%	7.6	%
Operating Unit Profit:
United States	$	45.5		$	32.5		39.8	%	39.8	%
France		119.2			123.8		-3.7	%	-6.0	%
EMEA		100.0			73.8		35.5	%	33.0	%
Jefferson Wells		28.9			38.2		-24.4	%	-24.4	%
Right		21.2			24.9		-14.8	%	-17.3	%
Other Operations		42.3			35.7		18.6	%	14.5	%
		357.1			328.9
Corporate expenses		43.1			41.6
Amortization of intangible assets		9.8			9.0
Operating profit		304.2			278.3		9.3	%	6.9	%
Interest and other expenses (b)		34.9			17.4
Earnings before income taxes	$	269.3		$	260.9
(a)    In the United States, revenues from services include fees received from the related franchise offices of $18.4 million and $18.3 million for the nine months ended September 30, 2005 and 2004, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $885.1 million and $871.1 million for the nine months ended September 30, 2005 and 2004, respectively.
(b)    The components of interest and other expense (income) were:
Interest expense	$	34.8		$	34.0
Interest income		(6.4	)		(6.2	)
Foreign exchange gains		—			(0.1	)
Miscellaneous expense (income), net		6.5			(10.3	)
	$	34.9		$	17.4

Manpower Inc.

Consolidated Balance Sheets

(In millions)

	Sep. 30 2005			Dec. 31 2004
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	431.7		$	531.8
Accounts receivable, net		3,214.4			3,227.8
Prepaid expenses and other assets		98.0			161.4
Future income tax benefits		104.5			96.5
Total current assets		3,848.6			4,017.5
Other assets:
Goodwill and other intangible assets, net		1,265.8			1,297.0
Other assets		301.5			305.5
Total other assets		1,567.3			1,602.5
Property and equipment:
Land, buildings, leasehold improvements and equipment		641.7			669.8
Less: accumulated depreciation and amortization		443.8			446.7
Net property and equipment		197.9			223.1
Total assets	$	5,613.8		$	5,843.1
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	707.8		$	687.1
Employee compensation payable		156.4			156.0
Accrued liabilities		536.0			505.7
Accrued payroll taxes and insurance		539.6			569.6
Value added taxes payable		444.6			457.8
Short-term borrowings and current maturities of long-term debt		274.2			225.7
Total current liabilities		2,658.6			2,601.9
Other liabilities:
Long-term debt		481.3			676.1
Other long-term liabilities		364.7			391.1
Total other liabilities		846.0			1,067.2
Shareholders’ equity:
Common stock		1.0			1.0
Capital in excess of par value		2,334.6			2,296.4
Retained earnings		204.4			51.0
Accumulated other comprehensive income		15.1			109.4
Treasury stock, at cost		(445.9	)		(283.8	)
Total shareholders’ equity		2,109.2			2,174.0
Total liabilities and shareholders’ equity	$	5,613.8		$	5,843.1

Manpower Inc.

Consolidated Statements of Cash Flows

(In millions)

	Nine Months Ended September 30
	2005			2004
	(Unaudited)
Cash Flows from Operating Activities:
Net earnings	$	171.0		$	176.1
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		67.7			62.6
Amortization of discount on convertible debentures		1.9			5.8
Deferred income taxes		(10.2	)		(11.6	)
Provision for doubtful accounts		16.9			20.1
Other non-operating gains		—			(14.2	)
Changes in operating assets and liabilities excluding the impact of acquisitions:
Accounts receivable		(307.1	)		(409.7	)
Other assets		(30.2	)		14.6
Other liabilities		263.8			218.4
Cash provided by operating activities		173.8			62.1
Cash Flows from Investing Activities:
Capital expenditures		(55.9	)		(42.7	)
Acquisitions of businesses, net of cash acquired		(3.5	)		(113.8	)
Proceeds from sale of an equity interest		—			29.8
Proceeds from the sale of property and equipment		4.5			4.8
Cash used by investing activities		(54.9	)		(121.9	)
Cash Flows from Financing Activities:
Net borrowings of short-term facilities and long-term debt		181.0			5.3
Cash paid to settle convertible debentures		(206.6	)		—
Proceeds from settlement of swap agreements		50.7			—
Proceeds from stock option and purchase plans		18.9			55.4
Repurchases of common stock		(203.5	)		—
Dividends paid		(17.6	)		(9.1	)
Cash (used) provided by financing activities		(177.1	)		51.6
Effect of exchange rate changes on cash		(41.9	)		(3.2	)
Change in cash and cash equivalents		(100.1	)		(11.4	)
Cash and cash equivalents, beginning of period		531.8			426.2
Cash and cash equivalents, end of period	$	431.7		$	414.8

EX-99.2

Exhibit 99.2

Manpower Inc. 2005 3rd Quarter Results October 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

Q3 Highlights

6% 6% CC Revenue $4.1B

40 bps Gross Margin 18.3%

4% 4% CC Operating Profit $132M

10 bps OP Margin 3.2%

0% $.87

0% CC EPS

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.

2

Consolidated Financial Highlights

Gross Profit Margin Change

19%

18%

17%

16%

18.67%

+ 0.12%

- 0.16%

- 0.26%

- 0.16%

- 0.10%

+ 0.14%

18.25%

Q3 2004

US

EMEA

Staffing

France

Jefferson Wells

Mix - Right

Permanent Recruitment

Q3 2005

3

United States Segment

Q3 Financial Highlights

0% Revenue $532M

45% OUP $23M

140 bps OUP Margin 4.3%

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.

4

France Segment

Q3 Financial Highlights

7% 7% CC Revenue $1.5B

10% 9% CC OUP $50M

60 bps OUP Margin 3.4%

5

EMEA Segment

Q3 Financial Highlights

6% 7% CC Revenue $1.4B

37% 38% CC OUP $47M

80 bps OUP Margin 3.4%

6

EMEA Segment

% of Segment

Revenue Q3 Revenue Growth YoY

-5%

18% UK - Manpower -3%

17% Nordics 6%

5%

15% Italy 11%

11%

12% 16%

Elan 18%

9% Germany 19%

19%

8% 13%

Spain 13%

6% Holland 8%

8%

1%

15% Other 1%

Revenue Growth

Revenue Growth - CC

7

Jefferson Wells Segment

Q3 Financial Highlights

6% 11% SEQ Revenue $104M

54% OUP $12M

1160 bps OUP Margin 11.1%

Sequential (SEQ) variance represents the growth over the previous quarter.

8

Right Management Segment

Q3 Financial Highlights

6% 7% CC Revenue $96M

35% 40% CC OUP $2M

100 bps OUP Margin 2.2%

9

Other Operations Segment

Q3 Financial Highlights

19% 15% CC Revenue $533M

55% 50% CC OUP $17M

70 bps OUP Margin 3.1%

10

Other Operations Segment

% of Segment

Revenue Q3 Revenue Growth YoY

39% Japan 7%

9%

17% Australia/NZ 13%

6%

14% Mexico 33%

25%

30% Other 35%

28%

Revenue Growth

Revenue Growth - CC

11

Financial Highlights

12

Balance Sheet Highlights

Total Debt

$ in millions

1,000

800

600

400

200

0

822

538

842

416

902

370

627

231

754

391

756

324

2002

2003

2004

Q1

Q2

Q3

2005

Net Debt

Total Debt

Total Debt to Total Capitalization

Percent

60%

50%

40%

30%

20%

10%

0%

45%

39%

29%

22%

27%

26%

2002

2003

2004

Q1

Q2

Q3

2005

13

Cash Flow Summary – 9 Months

(in millions) 2005 2004

Cash from Operations $174 $62

Capital Expenditures (56) (43)

Free Cash Flow 118 19

Share Repurchases * (204) -

Change in Debt (26) 5

Other 12 (35)

Change in Cash $(100) $(11)

* 5,000,000 shares

14

Fourth Quarter Outlook

Revenue

U.S. Flat

France Down 1-3% (Up 5-7% CC)

EMEA Flat (Up 5-7% CC)

Jefferson Wells Down 2-4%

Right Down 6-8% (Down 4-6% CC)

Other Up 10-12% (Up 11-13% CC)

Total Up 0-2% (Up 5-7% CC)

Gross Profit Margin 18.2 - 18.4%

Operating Profit Margin 3.1 – 3.3%

Tax Rate 36.5%

EPS $.82 - $.86 (Negative $.05 Currency)

15

Manpower Inc.

2005 3rd Quarter Results October 19, 2005

Questions