Back to GetFilings.com
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended:
SEPTEMBER 30, 2003
or
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from: ______to______
Commission file number: 1-10686
MANPOWER INC.
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1672779
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
5301 N. IRONWOOD ROAD
MILWAUKEE, WISCONSIN 53217
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 961-1000
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
SHARES OUTSTANDING
CLASS AT SEPTEMBER 30, 2003
-------- --------------------------
Common Stock, $.01 par value 77,918,047
================================================================================
MANPOWER INC. AND SUBSIDIARIES
INDEX
Page
Number
------
PART I FINANCIAL INFORMATION
Item 1 Financial Statements (unaudited)
Consolidated Balance Sheets ................................ 3-4
Consolidated Statements of Operations....................... 5
Consolidated Statements of Cash Flows....................... 6
Notes to Consolidated Financial Statements.................. 7-11
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations.................... 12-18
Item 3 Quantitative and Qualitative Disclosures About Market Risk......... 18
Item 4 Controls and Procedures............................................ 19
PART II OTHER INFORMATION
Item 5 Other Information.................................................. 20
Item 6 Exhibits and Reports on Form 8-K................................... 20
FINANCIAL MEASURES ............................................................ 21-22
SIGNATURES..................................................................... 23
EXHIBIT INDEX ................................................................. 24
2
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
MANPOWER INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS)
ASSETS
SEPTEMBER 30, DECEMBER 31,
2003 2002
------------- ------------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 287.5 $ 284.0
Accounts receivable, less allowance for
doubtful accounts of $79.6 and $70.3, respectively 2,576.3 2,214.2
Prepaid expenses and other assets 76.7 76.0
Future income tax benefits 81.0 79.1
-------- --------
Total current assets 3,021.5 2,653.3
OTHER ASSETS:
Goodwill and other intangible assets, less accumulated
amortization of $50.2 and $46.7, respectively 563.1 545.7
Investments in licensees 64.8 60.5
Other assets 312.4 253.4
-------- --------
Total other assets 940.3 859.6
PROPERTY AND EQUIPMENT:
Land, buildings, leasehold improvements and equipment 582.0 533.4
Less: accumulated depreciation and amortization 396.6 344.6
-------- --------
Net property and equipment 185.4 188.8
-------- --------
Total assets $4,147.2 $3,701.7
======== ========
The accompanying notes to consolidated financial statements
are an integral part of these balance sheets.
3
MANPOWER INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS, EXCEPT SHARE DATA)
LIABILITIES AND SHAREHOLDERS' EQUITY
SEPTEMBER 30, DECEMBER 31,
2003 2002
------------- ------------
(Unaudited)
CURRENT LIABILITIES:
Accounts payable $ 524.3 $ 447.0
Employee compensation payable 115.3 96.2
Accrued liabilities 372.3 295.7
Accrued payroll taxes and insurance 420.4 391.6
Value added taxes payable 391.7 309.0
Short-term borrowings and current maturities of long-term debt 14.2 22.8
-------- --------
Total current liabilities 1,838.2 1,562.3
OTHER LIABILITIES:
Long-term debt 788.0 799.0
Other long-term liabilities 339.7 340.5
-------- --------
Total other liabilities 1,127.7 1,139.5
SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value, authorized 25,000,000 shares,
none issued - -
Common stock, $.01 par value, authorized 125,000,000 shares,
issued 87,863,247 and 87,043,956 shares, respectively .9 .9
Capital in excess of par value 1,714.9 1,696.2
Accumulated deficit (209.7) (289.7)
Accumulated other comprehensive income (loss) (41.0) (123.7)
Treasury stock at cost, 9,945,200 shares (283.8) (283.8)
-------- --------
Total shareholders' equity 1,181.3 999.9
-------- --------
Total liabilities and shareholders' equity $4,147.2 $3,701.7
======== ========
The accompanying notes to consolidated financial statements
are an integral part of these balance sheets.
4
MANPOWER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN MILLIONS, EXCEPT PER SHARE DATA)
3 MONTHS ENDED 9 MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- -----------------------
2003 2002 2003 2002
--------- --------- --------- ---------
Revenues from services $ 3,203.2 $ 2,885.9 $ 8,895.3 $ 7,772.8
Cost of services 2,653.6 2,373.6 7,358.2 6,378.1
--------- --------- --------- ---------
Gross profit 549.6 512.3 1,537.1 1,394.7
Selling and administrative expenses 470.8 435.1 1,368.3 1,247.0
--------- --------- --------- ---------
Operating profit 78.8 77.2 168.8 147.7
Interest and other expense 9.4 11.3 27.2 28.9
--------- --------- --------- ---------
Earnings before income taxes 69.4 65.9 141.6 118.8
Provision for income taxes 25.6 25.4 53.8 45.7
--------- --------- --------- ---------
Net earnings $ 43.8 $ 40.5 $ 87.8 $ 73.1
========= ========= ========= =========
Net earnings per share $ .56 $ .53 $ 1.13 $ .96
========= ========= ========= =========
Net earnings per share - diluted $ .56 $ .52 $ 1.12 $ .94
========= ========= ========= =========
Weighted average common shares 77.7 76.6 77.5 76.2
========= ========= ========= =========
Weighted average common shares - diluted 78.8 77.4 78.4 77.6
========= ========= ========= =========
The accompanying notes to consolidated financial
statements are an integral part of these statements.
5
MANPOWER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN MILLIONS)
9 MONTHS ENDED
SEPTEMBER 30,
-------------------
2003 2002
------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 87.8 $ 73.1
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 46.5 48.9
Amortization of discount on convertible debentures 5.6 5.5
Deferred income taxes 1.8 3.0
Provision for doubtful accounts 14.4 15.2
Changes in operating assets and liabilities:
Accounts receivable (186.4) (172.8)
Other assets (23.4) 26.2
Other liabilities 149.4 71.0
------- -------
Cash provided by operating activities 95.7 70.1
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (38.9) (40.2)
Acquisitions of businesses, net of cash acquired (3.6) (31.2)
Proceeds from the sale of property and equipment 2.2 2.2
------- -------
Cash used by investing activities (40.3) (69.2)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in short-term borrowings (9.4) .5
Proceeds from long-term debt 30.4 567.4
Repayment of long-term debt (101.7) (587.6)
Proceeds from stock option and purchase plans 18.7 30.4
Repurchases of common stock - (30.7)
Dividends paid (7.8) (7.6)
------- -------
Cash used by financing activities (69.8) (27.6)
------- -------
Effect of exchange rate changes on cash 17.9 17.5
------- -------
Change in cash and cash equivalents 3.5 (9.2)
Cash and cash equivalents, beginning of year 284.0 245.8
------- -------
Cash and cash equivalents, end of period $ 287.5 $ 236.6
======= =======
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 29.8 $ 30.1
======= =======
Income taxes paid $ 51.9 $ 59.9
======= =======
The accompanying notes to consolidated financial statements
are an integral part of these statements.
6
MANPOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(IN MILLIONS, EXCEPT PER SHARE DATA)
(1) Basis of Presentation and Accounting Policies
Basis of Presentation
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission, although we believe that the disclosures are
adequate to make the information presented not misleading. These consolidated
financial statements should be read in conjunction with the consolidated
financial statements included in our 2002 Annual Report to Shareholders.
The information furnished reflects all adjustments that, in the opinion of
management, are necessary for a fair statement of the results of operations for
the periods presented. Such adjustments are of a normal recurring nature.
Stock Compensation Plans
We account for all of our fixed stock option plans and our 1990 Employee Stock
Purchase Plan in accordance with APB Opinion No. 25, "Accounting for Stock
Issued to Employees," and related Interpretations. No stock-based employee
compensation expense related to stock options is reflected in Net earnings as
all options granted under those plans had an exercise price equal to the market
value of the underlying common stock on the date of grant. The following table
illustrates the effect on Net earnings and Net earnings per share if we had
applied the fair value recognition provisions of SFAS Nos. 123 and 148 to
stock-based employee compensation.
3 MONTHS ENDED 9 MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------- -----------------
2003 2002 2003 2002
------ ------ ------ ------
Net earnings, as reported $ 43.8 $ 40.5 $ 87.8 $ 73.1
Less: Total stock-based employee compensation
expense determined under the fair value
method for all awards, net of related tax effects 1.7 1.0 5.0 2.7
------ ------ ------ ------
Pro forma net earnings $ 42.1 $ 39.5 $ 82.8 $ 70.4
====== ====== ====== ======
Net earnings per share - basic:
As reported $ .56 $ .53 $ 1.13 $ .96
Pro forma $ .55 $ .52 $ 1.08 $ .93
Net earnings per share - diluted:
As reported $ .56 $ .52 $ 1.12 $ .94
Pro forma $ .54 $ .51 $ 1.06 $ .91
7
On April 29, 2003, our shareholders approved the 2003 Equity Incentive Plan of
Manpower Inc. Under this plan, all of our employees and directors are eligible
to receive stock options, stock appreciation rights, restricted stock, and
deferred stock grants. There are 4.5 million shares of common stock available
for grant under this plan. Grants under this plan are determined on a basis
consistent with that of previously existing plans, with the exception of grants
to directors. In July 2003, the director compensation plan was modified such
that directors can now elect deferred stock grants, rather than stock options,
in lieu of certain cash compensation. Deferred stock grants will be settled in
shares of our common stock upon a director's termination. We will no longer make
any grants under our 1994 Executive Stock Option and Restricted Stock Plan.
During the third quarter and the first nine months of 2003, we recognized $.1
and $.3, respectively, of expense, net of tax, related to restricted stock
grants.
Recently Issued Accounting Standards
During April 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Accounting Standards ("SFAS") No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities," which amends and clarifies
financial accounting and reporting for certain derivative instruments. We
adopted this statement as of July 1, 2003, and it had no impact on our
consolidated financial statements.
During May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity," which
establishes standards for the classification and measurement of certain
financial instruments with characteristics of both liabilities and equity. We
adopted this statement as of July 1, 2003, and it had no impact on our
consolidated financial statements.
During January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities," which clarifies the consolidation and disclosure
requirements related to variable interests in a variable interest entity. A
variable interest entity is an entity for which control is achieved through
means other than voting rights. The consolidation provisions of this
Interpretation are effective immediately for interests created after January 31,
2003. For interests created before February 1, 2003, we are required to adopt
the consolidation provisions by December 31, 2003. Our franchise operations and
certain other partially owned affiliates represent potential variable interest
entities as currently defined. A number of interpretations and implementation
issues, including some related to franchise relationships, have been raised with
and are under consideration by the FASB. We understand that the FASB may amend
the Interpretation to address certain of these matters prior to December 31,
2003. Accordingly, we have not yet determined whether we are required to
consolidate such entities. If we were required to consolidate such entities, our
annual consolidated revenues could increase by approximately $1 billion. Other
impacts on our consolidated financial statements have not yet been determined.
(2) Income Taxes
We provided for income taxes during the first nine months of 2003 at a rate of
38.0%, based on our current estimate of the annual effective tax rate. This rate
is higher than the U.S. Federal statutory rate of 35% due primarily to the
impact of higher foreign income tax rates, valuation reserves recorded against
foreign net operating losses and U.S. taxes on foreign earnings. For the year
ended December 31, 2002 we provided for income taxes at a rate of 39.8%. The
estimated effective tax rate for 2003 is lower than the 2002 rate due to the
positive impact of certain tax planning strategies offset somewhat by a
forecasted shift in the mix of taxable income toward countries with higher tax
rates.
8
(3) Earnings Per Share
The calculations of Net earnings per share and Net earnings per share - diluted
are as follows:
3 MONTHS ENDED 9 MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------- -----------------
2003 2002 2003 2002
------ ------ ------ ------
Net earnings per share:
Net earnings available to common shareholders $ 43.8 $ 40.5 $ 87.8 $ 73.1
Weighted average common shares outstanding 77.7 76.6 77.5 76.2
------ ------ ------ ------
$ .56 $ .53 $ 1.13 $ .96
====== ====== ====== ======
Net earnings per share - diluted:
Net earnings available to common shareholders $ 43.8 $ 40.5 $ 87.8 $ 73.1
Weighted average common shares outstanding 77.7 76.6 77.5 76.2
Effect of dilutive stock options 1.1 .8 .9 1.4
------ ------ ------ ------
78.8 77.4 78.4 77.6
------ ------ ------ ------
$ .56 $ .52 $ 1.12 $ .94
====== ====== ====== ======
The calculation of Net earnings per share - diluted does not include certain
stock option grants because the exercise price for these options is greater than
the average market price of the common shares during the period. There were
99,400 and 626,300 of such options excluded from the calculation for the three
months ended September 30, 2003 and 2002, respectively, and 497,500 and 130,500
of such options excluded from the calculation for the nine months ended
September 30, 2003 and 2002, respectively.
In addition, there were 6.1 million shares of common stock that were
contingently issuable under our unsecured zero-coupon convertible debentures,
due August 17, 2021 ("Debentures") for both the three- and nine-month periods
ended September 30, 2003 and 2002. Such shares are excluded from the calculation
of Net earnings per share - diluted based upon the terms of the Debentures and
our intent to settle any potential "put" of the Debentures in cash. In the event
of a significant change in the economic environment, we may choose to settle a
future "put" with common stock, which would have a dilutive effect on existing
shareholders.
The 6.1 million contingently issuable shares under the Debentures will be
included in the calculation of Net earnings per share - diluted, using the
"if-converted" method, when the shares become issuable under the conversion
feature of the Debentures. Under the "if-converted" method, net earnings
available to common shareholders would be adjusted for the amortization of the
discount on the Debentures, net of tax, for the respective periods. The shares
become issuable when the share price during a certain period is greater than
110% of the accreted value of the Debentures at the beginning of a conversion
period, as defined by the agreement or in certain other circumstances. Given the
accreted value of the Debentures at the beginning of the current conversion
period, the share price will have to be greater than approximately $46.50 per
share for the shares to be issuable.
(4) Accounts Receivable Securitization
During July 2003, we amended our Receivables Facility in the United States to
extend the expiration to July 2004. All other terms remain unchanged and as of
September 30, 2003, there were no amounts advanced under this agreement.
Currently, there is $200.0 million eligible to be advanced to us under this
agreement.
9
(5) Debt
During October 2003, we renewed our 364-day Facility with a syndicate of
commercial banks. The availability under this facility was reduced from $285.0
to $200.0, due to lower estimated credit availability needs, and it matures in
October 2004. All other terms and conditions remain unchanged and as of
September 30, 2003, there were no amounts outstanding under this facility.
Holders of the Debentures may require us to repurchase the Debentures at the
issue price, plus accreted original issue discount, on the first, third, fifth,
tenth and fifteenth anniversary dates of issuance. We may purchase these
Debentures for cash, common stock, or a combination thereof. There were no
debentures "put" to us on the first anniversary date and the next "put" date is
on the third anniversary date, August 17, 2004, which is also the first date we
may "call" the debentures. Our intent is to settle any future "put" in cash. In
the event of a significant change in the economic environment, we may choose to
settle a future "put" with common stock, which would have a dilutive effect on
existing shareholders. These debentures have been classified as Long-term debt
on our consolidated balance sheet as of September 30, 2003, due to our intent
and ability to refinance a "put" in August 2004 on a long-term basis.
(6) Derivative Financial Instruments
During September 2003, we repaid Y4,150.0 (approximately $36.1) that was
outstanding under our Five-year Facility. In connection with this repayment, we
also terminated our interest rate swap agreement with a notional value of
Y4,150.0, which was scheduled to expire in April 2006, for $.5.
During March 2003, we repaid Y4,000.0 (approximately $34.0) that was outstanding
under our Five-year Facility. In connection with this repayment, we also
terminated our interest rate swap agreement with a notional value of Y4,000.0,
which was scheduled to expire in June 2003, for $.1.
(7) Shareholders' Equity
Comprehensive income (loss) consists of the following:
3 MONTHS ENDED 9 MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------- -----------------
2003 2002 2003 2002
------ ------ ------ ------
Net earnings $ 43.8 $ 40.5 $ 87.8 $ 73.1
Other comprehensive income (loss):
Foreign currency translation adjustments 22.1 5.7 77.3 42.2
Unrealized gain (loss) on
available for sale securities - net of tax .6 (2.4) 2.9 (5.2)
Unrealized gain (loss) on derivative
financial instruments - net of tax 1.3 (4.6) 2.5 (5.6)
------ ------ ------ ------
Comprehensive income $ 67.8 $ 39.2 $170.5 $104.5
====== ====== ====== ======
On April 29, 2003, the Board of Directors declared a cash dividend of $.10 per
share, which was paid on June 16, 2003 to shareholders of record on June 3,
2003.
On October 28, 2003, the Board of Directors declared a cash dividend of $.10 per
share, which is payable on December 15, 2003 to shareholders of record on
December 2, 2003.
10
(8) Interest and Other Expense (Income)
Interest and other expense (income) consists of the following:
3 MONTHS ENDED 9 MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- --------------------
2003 2002 2003 2002
------- ------- ------- -------
Interest expense $ 10.6 $ 11.5 $ 31.0 $ 31.9
Interest income (1.5) (1.9) (6.0) (6.6)
Foreign exchange losses (gains) .6 (.1) (.9) (.8)
Miscellaneous, net (.3) 1.8 3.1 4.4
------- ------- ------- -------
Total $ 9.4 $ 11.3 $ 27.2 $ 28.9
======= ======= ======= =======
(9) Segment Data
3 MONTHS ENDED 9 MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------- ---------------------
2003 2002 2003 2002
-------- -------- -------- --------
Revenues from services:
United States (a) $ 500.6 $ 512.8 $1,448.0 $1,416.4
France 1,279.1 1,103.3 3,405.7 2,813.7
EMEA 993.1 906.6 2,830.7 2,500.9
Other Operations 430.4 363.2 1,210.9 1,041.8
-------- -------- -------- --------
$3,203.2 $2,885.9 $8,895.3 $7,772.8
======== ======== ======== ========
Operating unit profit:
United States $ 11.0 $ 12.4 $ 24.0 $ 15.8
France 51.3 40.6 120.1 95.5
EMEA 17.3 28.5 34.7 56.2
Other Operations 7.6 2.7 16.5 2.5
-------- -------- -------- --------
87.2 84.2 195.3 170.0
Corporate expenses 8.4 7.0 26.5 22.2
Amortization of other intangible assets - - - .1
Interest and other expense 9.4 11.3 27.2 28.9
-------- -------- -------- --------
Earnings before income taxes $ 69.4 $ 65.9 $ 141.6 $ 118.8
======== ======== ======== ========
(a) United States revenues above represent revenues from our Company-owned
branches only. U.S. Systemwide sales information is provided on page 22.
11
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations
Operating Results - Three Months Ended September 30, 2003 and 2002
Revenues from services increased 11.0% to $3,203.2 million for the third quarter
of 2003 from the same period in 2002. Revenues were favorably impacted by
changes in foreign currency exchange rates during the period due to the
weakening of the U.S. Dollar relative to the currencies in most of our non-U.S.
markets. In constant currency, revenues increased 1.8%. Revenue growth in the
third quarter of 2003 attributable to acquisitions was approximately $6 million
or .2% of revenue. Systemwide sales were $3,510.3 million and $3,183.5 million
for the third quarter of 2003 and 2002, respectively. (See Financial Measures on
pages 21 and 22 for further information on constant currency and Systemwide
sales.)
Gross profit increased 7.3% to $549.6 million for the third quarter of 2003.
Gross profit margin was 17.2%, a decrease of 60 basis points (.6%) from the
third quarter of 2002. This decrease was attributable to higher payroll taxes
and social costs, increased pricing pressures throughout the world, changes in
the service mix of business (from higher margin service lines to lower margin
service lines) and changes in the geographical mix of business (as revenues in
countries with lower gross profit margins, such as France, were higher than in
countries with higher gross profit margins). Gross profit growth from
acquisitions was minimal and had no impact on gross profit margin.
Selling and administrative expenses increased 8.2% from the third quarter of
2002, to $470.8 million in the third quarter of 2003. This increase is primarily
due to the changes in exchange rates, as these expenses were flat on a constant
currency basis. As a percent of revenues, Selling and administrative expenses
were 14.7% in the third quarter of 2003 compared to 15.1% in the third quarter
of 2002. The improvement in this ratio is a result of productivity improvements,
and careful expense management in conjunction with growing revenues.
Operating profit increased 2.0% for the third quarter of 2003 compared to 2002,
with an operating profit margin of 2.5% in 2003 compared to 2.7% in 2002. On a
constant currency basis, Operating profit decreased 9.3%. Acquisitions did not
have an impact on Operating profit.
Interest and other expense decreased $1.9 million from the third quarter of 2002
to $9.4 million in the third quarter of 2003. Net interest expense decreased $.5
million in the quarter to $9.1 million. Translation losses were $.6 million in
the third quarter of 2003 compared to a translation gain of $.1 million in the
third quarter of 2002. Miscellaneous, net, which consists of bank fees and other
non-operating income and expenses, was income of $.3 million in the third
quarter of 2003 compared to a $1.8 million loss in the third quarter of 2002.
We provided for income taxes during the third quarter of 2003 at a rate of
37.0%, bringing the year-to-date effective rate to 38%, which is equal to our
current estimate of the annual effective tax rate. This rate is higher than the
U.S. Federal statutory rate of 35% due primarily to the impact of higher foreign
income tax rates, valuation reserves recorded against foreign net operating
losses and U.S. taxes on foreign earnings. For the year ended December 31, 2002
we provided for income taxes at a rate of 39.8%. The estimated effective tax
rate for 2003 is lower than the 2002 rate due to the positive impact of certain
tax planning strategies offset somewhat by a forecasted shift in the mix of
taxable income toward countries with higher tax rates.
Net earnings per share, on a diluted basis, increased 7.7% to $.56 in the third
quarter of 2003 compared to $.52 in the third quarter of 2002. In constant
currency, Net earnings per share, on a diluted basis, decreased 5.8%. The change
in foreign currency exchange rates positively impacted Net earnings per share,
on a diluted basis, by approximately $.07 in the third quarter of 2003.
12
Segment Operating Results
United States
The United States experienced a decrease in revenues of 2.4% in the third
quarter of 2003 compared to 2002, reflecting a slowing from the 1.9% increase in
revenues in the second quarter of 2003. During the third quarter, we saw
improvement in the year-over-year revenue growth rates in the industrial sector
business, however the year-over-year revenue growth rate in the office and
professional sectors declined slightly from the second quarter. Franchise
acquisitions added 1.1% to revenue growth in the United States for the quarter.
Revenues for the first nine months of 2003 increased 2.2% from the same period
in the prior year (1.0% excluding franchise acquisitions). Systemwide sales were
$756.4 million and $783.7 million for the third quarter of 2003 and 2002,
respectively, and $2,171.7 million and $2,162.1 million for the first nine
months of 2003 and 2002, respectively. (See Financial Measures on pages 21 and
22 for further information on Systemwide sales.)
The gross profit margin declined during the third quarter and for the first nine
months of 2003 compared to the same periods in 2002 as a result of higher state
unemployment taxes, increased pricing pressures and a shift in business mix
toward lower gross profit margin business.
Selling and administrative expenses declined in the third quarter and for the
first nine months of 2003, compared to the same periods in 2002, due to the
impact of our productivity improvements and continued cost control efforts.
Operating unit profit (`OUP') margin in the United States was 2.2% and 2.4% in
the third quarter of 2003 and 2002, respectively, and 1.7% and 1.1% for the
first nine months of 2003 and 2002, respectively. The decline in OUP margin in
the third quarter of 2003 is due to the slight decline in gross profit margin.
For the first nine months of 2003, the year-over-year improvement in OUP margin
was due to the leveraging impact of the increased revenue levels and the
continued cost control efforts, partially offset by the decrease in gross profit
margin.
France
In France, revenues increased 15.9% (1.3% in Euro) during the third quarter of
2003 compared to 2002. This quarterly growth rate, in Euro, reflects a slight
improvement from the .6% experienced during the second quarter of 2003, however
September showed a lower growth rate than the quarter in total. Revenues have
increased 21.0% (1.1% in Euro) for the first nine months of 2003 compared to the
same period in 2002.
The gross profit margin remained relatively stable during the third quarter and
for the first nine months of 2003, compared to the same periods in 2002.
Selling and administrative expenses declined in Euro during the third quarter of
2003 compared to 2002 and for the first nine months of 2003 compared to 2002.
These declines, in Euro, reflect productivity improvements and our continued
cost management efforts.
During the third quarter of 2003 and 2002, OUP margin in France was 4.0% and
3.7%, respectively, and the OUP margin was 3.5% for the first nine months of
2003 compared to 3.4% in 2002. These improvements reflect our continued cost
control efforts.
13
EMEA
In EMEA, which represents operations throughout Europe, the Middle East and
Africa (excluding France), revenues increased 9.5% (.1% in constant currency)
for the third quarter of 2003 compared to 2002. For the first nine months of
2003, revenues in EMEA were 13.2% above prior year levels (down 1.3% in constant
currency). The increase, in constant currency, for the third quarter of 2003
reflects an improvement from the second quarter of 2003, where revenues declined
2.7%. Germany, Italy, Spain and our Brook Street operations continue to show
positive revenue growth, while revenue declines were experienced in The
Netherlands, the Nordics and our Manpower UK operations due to lower demand for
services in those markets. (See Financial Measures on pages 21 and 22 for
further information on constant currency.)
The gross profit margin declined throughout the first nine months of 2003
compared to 2002 due to social cost increases, pricing pressures and changes in
the geographical mix of business (due to a shift of business mix to operations
with lower gross profit margins).
Selling and administrative expenses continue to be effectively managed,
declining, in constant currency, for the third quarter of 2003 compared to 2002,
and for the first nine months of 2003 compared to 2002. This decrease was
experienced despite continued investments in new office openings in certain
markets.
OUP margin for EMEA was 1.7% and 3.1% for the third quarter of 2003 and 2002,
respectively, and 1.2% and 2.2% for the first nine months of 2003 and 2002,
respectively. The decline in OUP margin was primarily the result of the
decreased gross profit margins offset somewhat by the impact of productivity
improvements and continued cost control efforts.
Other Operations
Revenues of Other Operations increased 18.5% (13.6% in constant currency) during
the third quarter of 2003 compared to 2002. For the first nine months of 2003,
revenue increased 16.2% from 2002 (12.0% in constant currency). The majority of
operations in this segment experienced revenue increases, in constant currency,
during the third quarter and improving revenue trends during the first nine
months of 2003.
The gross profit margin increased in the third quarter of 2003 compared to 2002
due primarily to pricing improvements in certain operations and a shift in the
mix of business toward those with higher gross profit margins.
Selling and administrative expenses increased in the third quarter and for the
first nine months of 2003 compared to the same periods in 2002 in response to
the increasing revenue levels and as a result of investments in new office
openings in certain markets.
The OUP margin for Other Operations in the third quarter of 2003 and 2002 was
1.8% and .8%, respectively, and 1.4% and .3% in the first nine months of 2003
and 2002, respectively. This improvement is the result of the higher gross
profit margins and productivity improvements.
During the fourth quarter of 2003 and into 2004, we expect to continue investing
in this segment. We will open offices in Japan in anticipation of deregulation
that will allow the expansion of our services into industrial positions.
14
Operating Results - Nine Months Ended September 30, 2003 and 2002
Revenues from services increased 14.4% to $8,895.3 million for the first nine
months of 2003 from the same period in 2002. Revenues were favorably impacted by
changes in foreign currency exchange rates during the period due to the
weakening of the U.S. Dollar relative to the currencies in most of our non-U.S.
markets. In constant currency, revenues increased 2.0%. Revenue growth in the
first nine months of 2003 attributable to acquisitions was approximately $18
million or .2% of revenues. Systemwide sales were $9,751.3 million and $8,615.6
million for the first nine months of 2003 and 2002, respectively. (See Financial
Measures on pages 21 and 22 for further information on constant currency and
Systemwide sales.)
Gross profit increased 10.2% to $1,537.1 million for the first nine months of
2003 compared to the same period in 2002. Gross profit margin was 17.3%, a
decrease of 60 basis points (.6%) from the first nine months of 2002. This
decrease was attributable to higher payroll taxes and social costs, increased
pricing pressures throughout the world, changes in the service mix of business
(from higher margin service lines to lower margin service lines) and changes in
the geographical mix of business (as revenues in countries with lower gross
profit margins, such as France, were higher than in countries with higher gross
profit margins). Gross profit growth from acquisitions was approximately $2
million, which had no impact on gross profit margin.
Selling and administrative expenses increased 9.7% from the first nine months of
2002, to $1,368.3 million in the first nine months of 2003. This increase is
primarily due to the changes in exchange rates, as these expenses decreased 1.5%
on a constant currency basis. As a percent of revenues, Selling and
administrative expenses were 15.4% in the first nine months of 2003 compared to
16.0% in the first nine months of 2002. This improvement is a result of
productivity improvements, and careful expense management in conjunction with
growing revenues.
Operating profit increased 14.3% for the first nine months of 2003 compared to
2002, and on a constant currency basis, Operating profit decreased 2.9%. The
operating profit margin of 1.9% for the first nine months of 2003 was consistent
with that of the prior year. The Operating profit level primarily reflects the
improved leveraging of the business offset by gross profit declines.
Acquisitions reduced Operating profit for the first nine months of 2003 by $.2
million.
Interest and other expense decreased $1.7 million from the first nine months of
2002 to $27.2 million in the first nine months of 2003. Net interest expense
decreased $.3 million in 2003 to $25.0 million. Translation gains were $.9
million in the first nine months of 2003 compared to $.8 million in the first
nine months of 2002. Miscellaneous, net expenses decreased $1.3 million in the
first nine months of 2003 compared to 2002 and consist of bank fees and other
non-operating income and expenses.
We provided for income taxes during the first nine months of 2003 at a rate of
38.0%, based on our current estimate of the annual effective tax rate. This rate
is higher than the U.S. Federal statutory rate of 35% due primarily to the
impact of higher foreign income tax rates, valuation reserves recorded against
foreign net operating losses and U.S. taxes on foreign earnings. For the year
ended December 31, 2002 we provided for income taxes at a rate of 39.8%. The
estimated effective tax rate for 2003 is lower than the 2002 rate due to the
positive impact of certain tax planning strategies offset somewhat by a
forecasted shift in the mix of taxable income toward countries with higher tax
rates.
Net earnings per share, on a diluted basis, increased 19.1% to $1.12 in the
first nine months of 2003 compared to $.94 in 2002. In constant currency, Net
earnings per share, on a diluted basis, decreased 2.1%. The change in foreign
currency exchange rates positively impacted Net earnings per share, on a diluted
basis, by approximately $.20 in 2003.
15
Liquidity and Capital Resources
Cash provided by operating activities was $95.7 million in the first nine months
of 2003 compared to $70.1 million for the same period in 2002. This increase
results from the higher earnings level in 2003 and the timing of vendor and
payroll-related payments.
Capital expenditures were $38.9 million in the first nine months of 2003
compared to $40.2 million during the first nine months of 2002. These
expenditures are primarily comprised of purchases of computer equipment, office
furniture and other costs related to office openings and refurbishments, as well
as capitalized software costs.
Net cash used to repay borrowings was $80.7 million and $19.7 million in the
first nine months of 2003 and 2002, respectively. When appropriate, we continue
to use excess cash to repay borrowings under our various facilities.
We have aggregate commitments related to debt repayments, operating leases and
other commitments of $1,218.2 million as of September 30, 2003 compared to
$1,235.5 million as of December 31, 2002. This decrease primarily reflects the
repayments of borrowings made during 2003, offset by the impact of changes in
foreign currency exchange rates since December 31, 2002, which had the effect of
increasing our commitments.
We also have entered into guarantee contracts and stand-by letters of credit
that total approximately $137.2 million and $111.1 million as of September 30,
2003 and December 31, 2002, respectively ($63.5 million and $39.4 million for
guarantees, respectively, and $73.7 million and $71.7 million for stand-by
letters of credit, respectively). Guarantees primarily relate to bank accounts,
government requirements for operating a temporary service company in certain
countries, operating leases and indebtedness. The increase in guarantees since
December 31, 2002, relates to a subsidiary's bank account. The stand-by letters
of credit relate to workers' compensation, operating leases and indebtedness. If
certain conditions were met under these arrangements, we would be required to
satisfy our obligation in cash. Due to the nature of these arrangements and our
historical experience, we do not expect to make any significant payments under
these arrangements. Therefore, they have been excluded from our aggregate
commitments discussed above.
Accounts receivable increased to $2,576.3 million as of September 30, 2003 from
$2,214.2 million as of December 31, 2002. This increase is due to changes in
foreign currency exchange rates and higher seasonal business volume. At December
31, 2002 exchange rates, the September 30, 2003 balance would have been
approximately $190.0 million less than reported.
During September 2003, we repaid Y4,150.0 million (approximately $36.1 million)
that was outstanding under our Five-year Facility as of December 31, 2002. In
connection with this repayment, we also terminated our interest rate swap
agreement with a notional value of Y4,150.0 million, which was scheduled to
expire in April 2006, for $.5 million.
During July 2003, we amended our Receivables Facility in the United States to
extend the expiration to July 2004. All other terms remain unchanged and as of
September 30, 2003, there were no amounts advanced under this agreement.
Currently, there is $200.0 million eligible to be advanced to us under this
agreement.
During March 2003, we repaid Y4,000.0 million (approximately $34.0 million) that
was outstanding under our Five-year Facility as of December 31, 2002. In
connection with this repayment, we also terminated our interest rate swap
agreement with a notional value of Y4,000.0 million, which was scheduled to
expire in June 2003, for $.1 million.
16
As of September 30, 2003, we had borrowings of $116.6 million and letters of
credit of $73.7 million outstanding under our Five-year Facility, and there were
no borrowings outstanding under our U.S. commercial paper program. Additional
borrowings of $550.9 million were available to us under our Five-year Facility
and 364-day Facility as of September 30, 2003.
During October 2003, we renewed our 364-day Facility with a syndicate of
commercial banks. The availability under this facility was reduced from $285.0
million to $200.0 million, due to lower estimated credit availability needs, and
it matures in October 2004. All other terms and conditions remain unchanged and
as of September 30, 2003, there were no amounts outstanding under this facility.
If this renewal had been effective as of September 30, 2003, we would have had
$465.9 million of additional borrowings available to us under our Five-year
Facility and 364-day Facility.
We also maintain separate lines of credit with foreign financial institutions to
meet working capital needs of our foreign operations. As of September 30, 2003,
such lines totaled $219.6 million, of which $211.5 million was unused.
Holders of our unsecured zero-coupon convertible debentures, due August 17, 2021
("Debentures") may require us to repurchase the Debentures at the issue price,
plus accreted original issue discount, on the first, third, fifth, tenth and
fifteenth anniversary dates of issuance. We may purchase these Debentures for
cash, common stock, or a combination thereof. There were no debentures "put" to
us on the first anniversary date and the next "put" date is on the third
anniversary date, August 17, 2004, which is also the first date we may "call"
the debentures. Our intent is to settle any future "put" in cash. In the event
of a significant change in the economic environment, we may choose to settle a
future "put" with common stock, which would have a dilutive effect on existing
shareholders. These debentures have been classified as Long-term debt on our
consolidated balance sheet as of September 30, 2003, due to our intent and
ability to refinance a "put" in August 2004 on a long-term basis.
Certain of our debt agreements require, among other things, that we comply with
a Debt-to-EBITDA ratio of less than 3.25 to 1 and a fixed charge ratio of
greater than 2.00 to 1. As defined in the agreements, we had a Debt-to-EBITDA
ratio of 2.67 to 1 and a fixed charge ratio of 2.36 to 1 as of September 30,
2003. Based upon current forecasts, we expect to be in compliance with these
covenants throughout 2003.
On October 28, 2003, the Board of Directors declared a cash dividend of $.10 per
share, which is payable on December 15, 2003 to shareholders of record on
December 2, 2003.
Goodwill Impairment
In connection with SFAS No. 142, "Goodwill and Other Intangible Assets," we are
required to perform goodwill impairment reviews, at least annually, using a
fair-value-based approach. The majority of our goodwill results from our
acquisitions of Elan and Jefferson Wells, as well as the development of our
Empower operations.
As part of our impairment reviews, we estimate fair value primarily by using a
discounted cash flow analysis and, for certain larger reporting units, we also
consider market comparables. Significant assumptions used in this analysis
include: expected future revenue growth rates, operating unit profit margins,
and working capital levels; a discount rate; and a terminal value multiple. The
revenue growth rates and operating unit profit margins are based, in part, on
our expectation of an improving economic environment.
We have completed our annual impairment review for 2003 and determined there to
be no impairment of goodwill. We plan to perform our next annual impairment
review during the third quarter of 2004.
17
We may be required to perform an impairment review prior to our scheduled annual
review if certain events occur, including lower than forecasted earnings levels
for various reporting units. In addition, changes to other assumptions could
significantly impact our estimate of the fair value of our reporting units. Such
a change may result in a goodwill impairment charge, which could have a
significant impact on the reportable segments that include the related
acquisitions and our consolidated financial statements.
Recently Issued Accounting Standards
During April 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Accounting Standards ("SFAS") No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities," which amends and clarifies
financial accounting and reporting for certain derivative instruments. We
adopted this statement as of July 1, 2003, and it had no impact on our
consolidated financial statements.
During May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity," which
establishes standards for the classification and measurement of certain
financial instruments with characteristics of both liabilities and equity. We
adopted this statement as of July 1, 2003, and it had no impact on our
consolidated financial statements.
During January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities," which clarifies the consolidation and disclosure
requirements related to variable interests in a variable interest entity. A
variable interest entity is an entity for which control is achieved through
means other than voting rights. The consolidation provisions of this
Interpretation are effective immediately for interests created after January 31,
2003. For interests created before February 1, 2003, we are required to adopt
the consolidation provisions by December 31, 2003. Our franchise operations and
certain other partially owned affiliates represent potential variable interest
entities as currently defined. A number of interpretations and implementation
issues, including some related to franchise relationships, have been raised with
and are under consideration by the FASB. We understand that the FASB may amend
the Interpretation to address certain of these matters prior to December 31,
2003. Accordingly, we have not yet determined whether we are required to
consolidate such entities. If we were required to consolidate such entities, our
annual consolidated revenues could increase by approximately $1 billion. Other
impacts on our consolidated financial statements have not yet been determined.
Forward-Looking Statements
Statements made in this quarterly report that are not statements of historical
fact are forward-looking statements. All forward-looking statements involve
risks and uncertainties. The information under the heading "Forward-Looking
Statements" in our Annual Report on Form 10-K for the year ended December 31,
2002, which information is incorporated herein by reference, provides cautionary
statements identifying, for purposes of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, important factors that could
cause our actual results to differ materially from those contained in the
forward-looking statements. Some or all of the factors identified in our Annual
Report on Form 10-K may be beyond our control. Forward-looking statements can be
identified by words such as "expect", "anticipate", "intend", "plan", "may",
"will", "believe", "seek", "estimate", and similar expressions. We caution that
any forward-looking statement reflects only our belief at the time the statement
is made. We undertake no obligation to update any forward-looking statements to
reflect subsequent events or circumstances.
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
Our 2002 Annual Report on Form 10-K contains certain disclosures about market
risks affecting us. There have been no material changes to the information
provided which would require additional disclosures as of the date of this
filing, except for the termination of two interest rate swap agreements with a
total notional value of Y8,150.0 million ($68.7 million as of December 31, 2002)
that were previously identified.
18
Item 4 - Controls and Procedures
We maintain a set of disclosure controls and procedures that are designed to
ensure that information required to be disclosed by us in the reports filed by
us under the Securities Exchange Act of 1934, as amended ("Exchange Act") is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms. We carried out an evaluation, under the
supervision and with the participation of our management, including our Chairman
and Chief Executive Officer and our Executive Vice President and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based on
that evaluation, our Chairman and Chief Executive Officer and our Executive Vice
President and Chief Financial Officer concluded that our disclosure controls and
procedures are effective as of the end of the period covered by this report.
There have been no changes in our internal control over financial reporting
identified in connection with the evaluation discussed above that occurred
during our last fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
19
PART II - OTHER INFORMATION
Item 5 - Other Information
The following audit-related and non-audit services performed or to be performed
for us by our independent auditors, PricewaterhouseCoopers LLP, were
pre-approved in accordance with our policy on non-audit services during the
third quarter:
(a) transfer pricing advice; and
(b) value added tax training.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Amended and Restated 364-Day Credit Agreement dated as of
October 6, 2003, among Manpower Inc., the initial lenders
named therein, Citibank, N.A. and Salomon Smith Barney Inc.
10.2 2003 Equity Incentive Plan of Manpower Inc. (Amended and
Restated Effective July 29, 2003).
10.3 Severance Agreement among Manpower S.A.S., Manpower Inc. and
Jean-Pierre Lemonnier dated as of September 1, 2003.
12.1 Statement Regarding Computation of Ratio of Earnings to Fixed
Charges.
31.1 Certification of Jeffrey A. Joerres, Chairman and Chief
Executive Officer, pursuant to Section 13a-14(a) of the
Securities Exchange Act of 1934.
31.2 Certification of Michael J. Van Handel, Executive Vice
President and Chief Financial Officer, pursuant to Section
13a-14(a) of the Securities Exchange Act of 1934.
32.1 Statement of Jeffrey A. Joerres, Chairman and Chief Executive
Officer, pursuant to 18 U.S.C. ss. 1350.
32.2 Statement of Michael J. Van Handel, Executive Vice President
and Chief Financial Officer, pursuant to 18 U.S.C. ss. 1350.
(b) During the quarter ended September 30, 2003, we furnished one current
report on Form 8-K dated July 17, 2003 with respect to Item 12 -
Results of Operations and Financial Condition and we filed one current
report on Form 8-K dated July 30, 2003 with respect to Item 5 - Other
Events.
20
FINANCIAL MEASURES
Constant Currency
Changes in our revenues and operating profits include the impact of changes in
foreign currency exchange rates. We provide "constant currency" calculations in
this Quarterly Report to remove this impact. We typically express year-over-year
variances that are calculated in constant currency as a percentage.
When we use the term "constant currency," it means that we have translated
financial data for a period into U.S. Dollars using the same foreign currency
exchange rates that we used to translate financial data for the previous period.
We believe that this calculation is a useful measure, indicating the actual
growth of our operations. Earnings from our subsidiaries are rarely repatriated
to the United States, and we typically do not incur significant gains or losses
on foreign currency transactions with our subsidiaries. Therefore, changes in
foreign currency exchange rates generally impact only reported earnings and not
our actual cash flow or economic condition.
3 MONTHS ENDED 9 MONTHS ENDED
SEPTEMBER 30, 2003 SEPTEMBER 30, 2003
------------------------------------ -----------------------------------
Variance in Variance in
Reported Impact of Constant Reported Impact of Constant
Variance Currency Currency Variance Currency Currency
-------- --------- ----------- -------- --------- -----------
(unaudited)
Revenues from services:
France 15.9% 14.6% 1.3% 21.0% 19.9% 1.1%
EMEA 9.5 9.4 .1 13.2 14.5 (1.3)
Other Operations 18.5 4.9 13.6 16.2 4.2 12.0
Manpower Inc. 11.0 9.2 1.8 14.4 12.4 2.0
Gross profit 7.3 8.7 (1.4) 10.2 11.9 (1.7)
Selling and administrative
expenses 8.2 8.2 - 9.7 11.2 (1.5)
Operating profit 2.0 11.3 (9.3) 14.3 17.2 (2.9)
Net earnings per share -diluted 7.7 13.5 (5.8) 19.1 21.2 (2.1)
21
Systemwide Sales
Systemwide sales represents revenues from our branch offices plus the sales
activity of locations operating under a franchise agreement with us. We consider
Systemwide sales to be important because it is a measure of the total market
share of all entities operating under our various brands. In the United States,
Systemwide sales relates to entities operating under the Manpower brand.
Calculations of Systemwide sales on a consolidated basis and for the United
States are provided below.
3 MONTHS ENDED SEPTEMBER 30,
---------------------------------------------
CONSOLIDATED UNITED STATES
--------------------- -------------------
(in millions) 2003 2002 2003 2002
-------- -------- -------- --------
(Unaudited)
Revenue from services $3,203.2 $2,885.9 $ 500.6 $ 512.8
Less: Franchise fees 6.9 6.7 5.6 5.6
Add: Franchise sales 314.0 304.3 261.4 276.5
-------- -------- -------- --------
Systemwide sales $3,510.3 $3,183.5 $ 756.4 $ 783.7
======== ======== ======== ========
9 MONTHS ENDED SEPTEMBER 30,
-----------------------------------------------
CONSOLIDATED UNITED STATES
--------------------- ---------------------
(in millions) 2003 2002 2003 2002
-------- -------- -------- --------
(Unaudited)
Revenue from services $8,895.3 $7,772.8 $1,448.0 $1,416.4
Less: Franchise fees 18.8 19.0 15.7 16.0
Add: Franchise sales 874.8 861.8 739.4 761.7
-------- -------- -------- --------
Systemwide sales $9,751.3 $8,615.6 $2,171.7 $2,162.1
======== ======== ======== ========
22
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 thereunto duly authorized.
MANPOWER INC.
--------------------------------------------
(Registrant)
Date: November 3, 2003 /s/ Michael J. Van Handel
--------------------------------------------
Michael J. Van Handel
Executive Vice President, Chief Financial
Officer, and Secretary (Signing on behalf
of the Registrant and as the Principal
Financial Officer and Principal Accounting
Officer)
23
EXHIBIT INDEX
Exhibit No. Description
- ----------- ------------------------------------------------------------------
10.1 Amended and Restated 364-Day Credit Agreement dated as of October
6, 2003, among Manpower Inc., the initial lenders named therein,
Citibank, N.A. and Salomon Smith Barney Inc.
10.2 2003 Equity Incentive Plan of Manpower Inc. (Amended and Restated
Effective July 29, 2003).
10.3 Severance Agreement among Manpower S.A.S., Manpower Inc. and
Jean-Pierre Lemonnier dated as of September 1, 2003.
12.1 Statement Regarding Computation of Ratio of Earnings to Fixed
Charges.
31.1 Certification of Jeffrey A. Joerres, Chairman and Chief Executive
Officer, pursuant to Section 13a-14(a) of the Securities Exchange
Act of 1934.
31.2 Certification of Michael J. Van Handel, Executive Vice President
and Chief Financial Officer, pursuant to Section 13a-14(a) of the
Securities Exchange Act of 1934.
32.1 Statement of Jeffrey A. Joerres, Chairman and Chief Executive
Officer, pursuant to 18 U.S.C. ss. 1350.
32.2 Statement of Michael J. Van Handel, Executive Vice President and
Chief Financial Officer, pursuant to 18 U.S.C. ss. 1350.
24