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form_8k.htm

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, 2009

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, 2009, we issued a press release announcing our results of operations for the three- and nine- month periods ended September 30, 2009. 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, 2009
	99.2	Presentation materials for October 21, 2009 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 21, 2009	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, 2009
	99.2	Presentation materials for October 21, 2009 conference call

exhibit_99-1.htm

Exhibit 99.1

FOR IMMEDIATE RELEASE Contact:

Mike Van Handel

Manpower Inc.

+1.414.906.6305

[email protected]

Manpower Inc. Reports 3rd Quarter 2009 Results

MILWAUKEE, WI, USA, October 21, 2009 – Manpower Inc. (NYSE: MAN) today reported that earnings per diluted share for the three months ended September 30, 2009 were a loss of 64 cents compared to a loss of 55 cents in the prior year period. Revenues for the third quarter were $4.2 billion, a decrease of 26 percent from the year earlier period, or a decrease of 22 percent in constant currency.

Third quarter 2009 results include a loss on the sale of an equity investment and a goodwill impairment charge totaling $71.3 million ($66.3 million after tax) or 84 cents per diluted share. Also included in third quarter results is a $7.5 million ($4.6 million after tax) or 6 cents per diluted share charge related to the repayment of our revolver borrowings and the extinguishment of an interest rate swap agreement in October. Excluding these charges, third quarter net earnings would have been $20.5 million, or 26 cents per diluted share.

Third quarter results were unfavorably impacted by 2 cents per diluted share as foreign currencies were relatively weaker compared to the third quarter of 2008.

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.

Jeffrey A. Joerres, Manpower Inc. Chairman and Chief Executive Officer, said, “We continued to experience sluggish demand for our services as the labor markets throughout the world were hampered by lack of demand for companies’ products and services. All of our major operations contributed to our better than expected profitability as revenue across the board was marginally stronger, however, the uptick in revenue is muted at this time compared to previous recoveries.

“The increases that we have seen in our revenue over the last quarter indicate that our decisions to preserve our office network at its current level are appropriate. We will continue to monitor the environment and make modifications if we experience deterioration in the existing trends.

“While the current economic environment makes forecasting demand for our services difficult, we anticipate the fourth quarter of 2009 diluted earnings per share to be in the range of $.17 to $.27, which includes an estimated positive currency impact of 3 cents,” Joerres stated.

Earnings per diluted share for the nine months ended September 30, 2009 were a loss of 37 cents compared to earnings of $1.75 per diluted share in 2008. Net earnings were a loss of $28.8 million compared to net earnings of $139.7 million in the prior year. Revenues for the nine-month period were $11.6 billion, a decrease of 31 percent from the prior year or 23 percent in constant currency. Foreign currency exchange rates had an unfavorable impact of 5 cents for the nine-month period.

Earnings per diluted share for the nine month period in 2009 include the loss on the sale of the equity investment and goodwill impairment charge totaling 84 cents, the charge of 6 cents related to the repayment of our revolver borrowings and extinguishment of an interest rate swap, and the first and second quarter reorganization charges totaling 17 cents. 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.

In conjunction with its third quarter earnings release, Manpower will broadcast its conference call live over the Internet on October 21, 2009 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. 60 years old in 2009, the 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 4,000 offices in 82 countries and territories enables the company to meet the needs of its 400,000 clients per year, including small and medium size enterprises in all industry sectors, as well as the world's largest multinational corporations. The focus of Manpower's work is on raising productivity through improved quality, efficiency and cost-reduction across their total workforce, enabling clients to concentrate on their core business activities. Manpower Inc. operates under five brands: Manpower, Manpower Professional, Elan, Jefferson Wells and Right Management. More information on Manpower Inc. is available at www.manpower.com.

Forward-Looking Statements

This news release contains statements, including 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, 2008, which information is incorporated herein by reference.

- ### - -

Manpower Inc.
Results of Operations
(In millions, except per share data)

	Three Months Ended September 30
							% Variance
							Amount			Constant
	2009			2008			Reported			Currency
	(Unaudited)
Revenues from services (a)	$	4,192.1		$	5,668.4			-26.0	%		-21.5	%
Cost of services		3,485.5			4,640.8			-24.9	%		-20.2	%
Gross profit		706.6			1,027.6			-31.2	%		-27.5	%
Selling and administrative expenses, excluding impairment charges		664.6			843.5			-21.2	%		-16.9	%
Goodwill and intangible asset impairment (b)		61.0			163.1			-62.6	%		-62.6	%
Selling and administrative expenses		725.6			1,006.6			-27.9	%		-24.3	%
Operating (loss) profit		(19.0	)		21.0			N/A			N/A
Interest and other expenses		29.3			13.4			118.0	%
(Loss) earnings before income taxes		(48.3	)		7.6			N/A			N/A
Provision for income taxes		2.1			50.8			-96.0	%
Net loss	$	(50.4	)	$	(43.2	)		N/A			N/A
Net loss per share - basic	$	(0.64	)	$	(0.55	)		N/A
Net loss per share - diluted	$	(0.64	)	$	(0.55	)		N/A			N/A
Weighted average shares - basic		78.4			78.6			-0.3	%
Weighted average shares - diluted		78.4			78.6			-0.3	%

(a) Revenues from services include fees received from our franchise offices of $5.7 million and $8.0 million for the three months ended September 30, 2009 and 2008, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $200.3 million and $282.2 million for the three months ended September 30, 2009 and 2008, respectively.

(b) The goodwill impairment charge for the three months ended September 30, 2009 relates to our investment in Jefferson Wells. The goodwill and intangible asset impairment charge for the three months ended September 30, 2008 relates to our investment in Right Management. The impact on net earnings is $61.0 million and $154.6 million, or $0.78 and $1.97 per diluted share, for the three months ended September 30, 2009 and 2008, respectively.

Manpower Inc.
Operating Unit Results
(In millions)

	Three Months Ended September 30
							% Variance
							Amount			Constant
	2009			2008			Reported			Currency
	(Unaudited)
Revenues from Services: (a)
Americas:
United States (b)	$	409.8		$	519.8			-21.2	%		-21.2	%
Other Americas		243.5			293.0			-16.9	%		-2.3	%
		653.3			812.8			-19.6	%		-14.4	%

France		1,314.1			1,892.1			-30.5	%		-26.8	%
EMEA:
Italy		231.0			375.7			-38.5	%		-35.3	%
Other EMEA		1,381.8			1,951.7			-29.2	%		-21.6	%
		1,612.8			2,327.4			-30.7	%		-23.8	%
Asia Pacific		427.9			453.6			-5.6	%		-10.5	%
Right Management		135.7			108.3			25.4	%		29.2	%
Jefferson Wells		48.3			74.2			-34.9	%		-34.9	%
	$	4,192.1		$	5,668.4			-26.0	%		-21.5	%
Operating Unit Profit:
Americas:
United States (b)	$	(0.9	)	$	12.1			N/A			N/A
Other Americas		5.5			6.5			-16.2	%		2.9	%
		4.6			18.6			-75.7	%		-69.0	%

France		10.6			66.1			-83.9	%		-82.7	%
EMEA:
Italy		8.6			29.3			-70.4	%		-68.3	%
Other EMEA		17.1			76.3			-77.7	%		-76.1	%
		25.7			105.6			-75.7	%		-74.0	%
Asia Pacific		4.0			8.0			-50.5	%		-61.3	%
Right Management		21.2			7.5			181.0	%		176.4	%
Jefferson Wells		(0.6	)		(1.6	)		N/A			N/A
		65.5			204.2
Corporate expenses		23.5			20.1
Goodwill and intangible asset impairment		61.0			163.1
Operating (loss) profit		(19.0	)		21.0			N/A			N/A
Interest and other expenses (c)		29.3			13.4
(Loss) earnings before income taxes	$	(48.3	)	$	7.6

(a) Our segment reporting was realigned during the first quarter of 2009 due to a change in management structure. Other Americas and Asia Pacific, previously reported in Other Operations, are now separate reportable segments. The United States and Other Americas reportable segments are reported as Americas. The Italy and Other EMEA reportable segments are reported as EMEA. Historical amounts have been restated to conform to the current year presentation.

(b) In the United States, revenues from services include fees received from our franchise offices of $3.0 million and $4.5 million for the three months ended September 30, 2009 and 2008, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $121.6 million and $175.4 million for the three months ended September 30, 2009 and 2008, respectively.

(c) The components of interest and other expenses were:
		2009			2008
Interest expense	$	21.5		$	16.2
Interest income		(1.7	)		(5.4	)
Foreign exchange gains		(0.6	)		(0.6	)
Miscellaneous (income) expense, net		(0.2	)		3.2
Loss from sale of an equity investment		10.3			-
	$	29.3		$	13.4

Manpower Inc.
Results of Operations
(In millions, except per share data)

	Nine Months Ended September 30
						% Variance
						Amount			Constant
	2009			2008		Reported			Currency
	(Unaudited)
Revenues from services (a)	$	11,635.8		$	16,959.9		-31.4	%		-23.4	%
Cost of services		9,564.0			13,811.0		-30.8	%		-22.5	%
Gross profit		2,071.8			3,148.9		-34.2	%		-27.0	%
Selling and administrative expenses, excluding impairment charges		2,002.2			2,625.5		-23.7	%		-15.5	%
Goodwill and intangible asset impairment (b)		61.0			163.1		-62.6	%		-62.6	%
Selling and administrative expenses		2,063.2			2,788.6		-26.0	%		-18.3	%
Operating profit		8.6			360.3		-97.6	%		-94.7	%
Interest and other expenses		52.0			38.6		34.7	%
(Loss) earnings before income taxes		(43.4	)		321.7		N/A			N/A
Provision for income taxes		(14.6	)		182.0		N/A
Net (loss) earnings	$	(28.8	)	$	139.7		N/A			N/A
Net (loss) earnings per share - basic	$	(0.37	)	$	1.77		N/A
Net (loss) earnings per share - diluted	$	(0.37	)	$	1.75		N/A			N/A
Weighted average shares - basic		78.3			79.1		-1.0	%
Weighted average shares - diluted		78.3			80.0		-2.1	%

(a) Revenues from services include fees received from our franchise offices of $16.6 million and $23.6 million for the nine months ended September 30, 2009 and 2008, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $533.3 million and $911.6 million for the nine months ended September 30, 2009 and 2008, respectively.

(b) The goodwill impairment charge for the nine months ended September 30, 2009 relates to our investment in Jefferson Wells. The goodwill and intangible asset impairment charge for the nine months ended September 30, 2008 relates to our investment in Right Management. The impact on net earnings is $61.0 million and $154.6 million, or $0.78 and $1.93 per diluted share, for the nine months ended September 30, 2009 and 2008, respectively.

Manpower Inc.
Operating Unit Results
(In millions)

	Nine Months Ended September 30
							% Variance
							Amount			Constant
	2009			2008			Reported			Currency
	(Unaudited)
Revenues from Services: (a)
Americas:
United States (b)	$	1,157.9		$	1,482.9			-21.9	%		-21.9	%
Other Americas		683.4			869.9			-21.4	%		-5.8	%
		1,841.3			2,352.8			-21.7	%		-16.0	%

France		3,371.1			5,584.2			-39.6	%		-32.9	%
EMEA:
Italy		681.5			1,218.3			-44.1	%		-37.6	%
Other EMEA		3,903.7			5,856.1			-33.3	%		-20.5	%
		4,585.2			7,074.4			-35.2	%		-23.4	%
Asia Pacific		1,259.3			1,392.5			-9.6	%		-10.1	%
Right Management		429.8			328.6			30.8	%		39.8	%
Jefferson Wells		149.1			227.4			-34.4	%		-34.4	%
	$	11,635.8		$	16,959.9			-31.4	%		-23.4	%
Operating Unit Profit:
Americas:
United States (b)	$	(21.2	)	$	34.1			N/A			N/A
Other Americas		14.2			21.9			-35.3	%		-21.8	%
		(7.0	)		56.0			N/A			N/A

France		15.8			189.9			-91.7	%		-90.8	%
EMEA:
Italy		16.8			96.0			-82.5	%		-80.8	%
Other EMEA		14.0			209.1			-93.3	%		-91.7	%
		30.8			305.1			-89.9	%		-88.3	%
Asia Pacific		19.6			30.6			-36.0	%		-44.4	%
Right Management		92.6			27.7			234.1	%		246.4	%
Jefferson Wells		(18.3	)		(5.8	)		N/A			N/A
		133.5			603.5
Corporate expenses		63.9			80.1
Goodwill and intangible asset impairment		61.0			163.1
Operating profit		8.6			360.3			-97.6	%		-94.7	%
Interest and other expenses (c)		52.0			38.6
(Loss) earnings before income taxes	$	(43.4	)	$	321.7

(a) Our segment reporting was realigned during the first quarter of 2009 due to a change in management structure. Other Americas and Asia Pacific, previously reported in Other Operations, are now separate reportable segments. The United States and Other Americas reportable segments are reported as Americas. The Italy and Other EMEA reportable segments are reported as EMEA. Historical amounts have been restated to conform to the current year presentation.

(b) In the United States, revenues from services include fees received from our franchise offices of $7.4 million and $13.8 million for the nine months ended September 30, 2009 and 2008, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $323.7 million and $602.7 million for the nine months ended September 30, 2009 and 2008, respectively.

(c) The components of interest and other expenses were:
		2009			2008
Interest expense	$	48.5		$	48.9
Interest income		(9.3	)		(16.5	)
Foreign exchange loss (gain)		0.9			(2.1	)
Miscellaneous expenses, net		1.6			8.3
Loss from sale of an equity investment		10.3			-
	$	52.0		$	38.6

Manpower Inc.
Consolidated Balance Sheets
(In millions)

	Sep. 30			Dec. 31
	2009			2008
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,200.6		$	874.0
Accounts receivable, net		3,158.8			3,629.7
Prepaid expenses and other assets		191.5			119.9
Future income tax benefits		59.1			66.5
Total current assets		4,610.0			4,690.1
Other assets:
Goodwill and other intangible assets, net		1,362.6			1,388.1
Other assets		343.6			326.6
Total other assets		1,706.2			1,714.7
Property and equipment:
Land, buildings, leasehold improvements and equipment		746.2			744.0
Less: accumulated depreciation and amortization		553.0			530.6
Net property and equipment		193.2			213.4
Total assets	$	6,509.4		$	6,618.2
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,007.9		$	903.2
Employee compensation payable		200.9			213.2
Accrued liabilities		515.7			577.9
Accrued payroll taxes and insurance		550.7			617.5
Value added taxes payable		417.7			479.2
Short-term borrowings and current maturities of long-term debt		177.3			115.6
Total current liabilities		2,870.2			2,906.6
Other liabilities:
Long-term debt		731.6			837.3
Other long-term liabilities		341.4			390.5
Total other liabilities		1,073.0			1,227.8
Shareholders' equity:
Common stock		1.0			1.0
Capital in excess of par value		2,533.6			2,514.8
Retained earnings		1,143.5			1,201.2
Accumulated other comprehensive income (loss)		113.4			(8.9	)
Treasury stock, at cost		(1,225.3	)		(1,224.3	)
Total shareholders' equity		2,566.2			2,483.8
Total liabilities and shareholders' equity	$	6,509.4		$	6,618.2

Manpower Inc.
Consolidated Statements of Cash Flows
(In millions)

	Nine Months Ended
	Sep. 30
	2009			2008
	(Unaudited)
Cash Flows from Operating Activities:
Net (loss) earnings	$	(28.8	)	$	139.7
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities:
Depreciation and amortization		72.8			81.9
Non-cash goodwill and intangible asset impairment		61.0			163.1
Deferred income taxes		(12.1	)		(36.8	)
Provision for doubtful accounts		20.9			14.2
Loss from sale of an equity investment		10.3			-
Share-based compensation		12.5			15.3
Excess tax benefit on exercise of stock options		(0.1	)		(0.5	)
Changes in operating assets and liabilities, excluding the impact of acquisitions:
Accounts receivable		648.6			76.8
Other assets		(69.5	)		(35.5	)
Other liabilities		(303.7	)		31.0
Cash provided by operating activities		411.9			449.2
Cash Flows from Investing Activities:
Capital expenditures		(27.0	)		(70.6	)
Acquisitions of businesses, net of cash acquired		(21.3	)		(224.4	)
Proceeds from the sale of an equity investment		13.3			-
Proceeds from the sale of property and equipment		3.3			4.1
Cash used in investing activities		(31.7	)		(290.9	)
Cash Flows from Financing Activities:
Net (repayments) borrowings of short-term facilities and long-term debt		(88.7	)		87.4
Proceeds from share-based awards		9.7			12.5
Excess tax benefit on exercise of stock options		0.1			0.5
Repurchases of common stock		-			(125.3	)
Dividends paid		(29.0	)		(29.2	)
Cash used in financing activities		(107.9	)		(54.1	)
Effect of exchange rate changes on cash		54.3			(9.7	)
Change in cash and cash equivalents		326.6			94.5
Cash and cash equivalents, beginning of period		874.0			537.5
Cash and cash equivalents, end of period	$	1,200.6		$	632.0

exhibit_99-2.htm

Exhibit 99.2

Helping Clients and Candidates

Win for Over Six Decades

2009 October 21

MANPOWER INC.

2009 3rd Quarter Results

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. 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, 2008, 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.

Forward-Looking Statement

(1) Excludes non-recurring items for 2009 and 2008 as set forth on page 15.

N/A

26%

22% CC

90 bps

Operating Profit ($19M)

OP Margin - 0.5%

Revenue $4.2B

Gross Margin 16.9%

EPS ($.64)

120 bps

N/A

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.

As
Reported

80% CC

26%

22% CC

120 bps

230 bps

82%

77%

76% CC

Excluding

Non-recurring
Items

(1)

Consolidated Financial Highlights

Consolidated Gross Margin Change

14% CC

Q3 Financial Highlights

20%

OUP Margin

0.7%

160 bps

Revenue

$653M

OUP

$5M

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.

(2)

(1) Included in these amounts is the US, which had revenue of $410M (-21%) and OUP of $(1M).

(2) The results above include the impact of acquisitions. On an organic basis, Americas revenue decreased
21% in USD (16% in CC).

(2)

(1)

69% CC

76%

(2)

Americas Segment
(16% of Revenue)

Revenue Growth - CC

Revenue Growth

% of Segment

Revenue

63%

13%

18%

(1)

(1) On an organic basis, US revenue decreased 24% in USD.

Americas - Q3 Revenue Growth YoY

Q3 Financial Highlights

OUP Margin

0.8%

Revenue

$1.3B

OUP

$11M

31%

27% CC

270 bps

84%

83% CC

France Segment
(31% of Revenue)

Q3 Financial Highlights

OUP Margin

1.6%

Revenue

$1.6B

OUP

$26M

31%

24% CC

290 bps

(1) Included in these amounts is Italy, which had revenue of $231M (-39% in USD, -35% in CC) and OUP of
$9M (-70% in USD, -68% in CC).

76%

74% CC

(1)

EMEA Segment
(39% of Revenue)

Revenue Growth - CC

Revenue Growth

% of Segment

Revenue

14%

13%

11%

24%

EMEA - Q3 Revenue Growth YoY

Q3 Financial Highlights

OUP Margin

0.9%

Revenue

$428M

OUP

$4M

10% CC

90 bps

51%

61% CC

Asia Pacific Segment
(10% of Revenue)

Revenue Growth - CC

Revenue Growth

% of Segment

Revenue

58%

20%

22%

Asia Pacific - Q3 Revenue Growth YoY

181%

176% CC

Q3 Financial Highlights

OUP Margin

15.6%

Revenue

$136M

OUP

$21M

25%

29% CC

860 bps

Right Management Segment
(3% of Revenue)

Jefferson Wells Segment
(1% of Revenue)

Q3 Financial Highlights

OUP Margin

- 1.2%

Revenue

$48M

OUP

$(1M)

90 bps

35%

N/A

Financial Highlights

($ in millions, except per share amounts)

Q3 Non-recurring Items

Other

(2)

Change in Cash

327

(12)

2009

2008

Cash from Operations

412

449

Capital Expenditures

(27)

(71)

Free Cash Flow

385

378

Share Repurchases

(125)

Change in Debt

(21)

($ in millions)

Effect of Exchange Rate Changes

(10)

Acquisitions of Businesses,

net of cash acquired

(224)

(89)

Cash Flow Summary - Nine Months

Total Debt

($ in millions)

Total Debt to

Total Capitalization

Total Debt

Net Debt

2009

(a) On October 16, 2009, we elected to repay the €100M ($146M) borrowing under the revolving credit
agreement. If the repayment had been made on September 30, 2009, debt would have been $763M and
Total Debt to Total Capitalization would have been 23%.

(a)

Balance Sheet Highlights

(a)

Effective October 16, 2009, we amended our Revolving Credit Agreement. The amendment reduces the size of the facility from $625M to
$400M and revises covenant levels and pricing. The amended agreement requires, as of September 30, that we comply with a Debt-to-
EBITDA ratio of less than 3.25 to 1 and a fixed charge coverage ratio of greater than 1.50 to 1. As defined in the agreement, we had a Debt-to
-EBITDA ratio of 2.83 and a fixed charge coverage ratio of 1.95 as of September 30, 2009.

On October 16, 2009, we elected to repay the €100M ($146M) borrowing under the agreement and terminated the related interest rate swaps.
There are currently no outstanding borrowings under the agreement.

Interest

Rate

Maturity

Date

Total

Outstanding

Remaining

Available

Euro Notes:

- Euro 200M

4.86%

June 2013

293

- Euro 300M

4.58%

June 2012

439

Revolving Credit Agreement

6.21%

Nov 2012

146

468

382

Uncommitted lines and Other

Various

Total Debt

909

850

Credit Facilities as of September 30, 2009
($ in millions)

Revenue

Americas

Down 10-13%

France

Down 9-11%

(Down 19-21% CC)

Down 1-3%

Asia Pacific

(Down 8-10% CC)

Jefferson Wells

Right Management

Up 5-7%

(Up 1-3% CC)

Down 9-11%

(Down 16-18% CC)

Total

Gross Profit Margin

17.4-17.6%

Operating Profit Margin

0.9-1.1%

Tax Rate

39%

EPS (excluding non-recurring items)

$0.17-$0.27

(Pos. $.03 Currency)

Down 30-32%

EMEA

(Down 19-21% CC)

Down 11-13%

(Down 9-11% CC)

Fourth Quarter Outlook

Questions?

Answers

October 21, 2009

Manpower Inc.
2009 3rd Quarter Results