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WHAT’S NOW.
WHAT’S NEXT.
MANPOWER INC. 2004 ANNUAL REPORT
5 PERSPECTIVES ON THE
CHANGING WORLD OF WORK

Table of contents

  • Page 1
    MANPOWER INC. 2004 ANNUAL REPORT WHAT'S NOW. WHAT'S NEXT. 5 PERSPECTIVES ON THE CHANGING WORLD OF WORK

  • Page 2

  • Page 3
    ... does, and they need help to align their people with their strategy. As the world of work continues to change, one thing remains true - Manpower continues to grow and adapt to be ready with the answers to help our clients create winning HR strategies and successfully compete in their respective...

  • Page 4
    ... TA L E N T IBM ON J U S T- I N - T I M E TA L E N T MANAGEMENT Originally founded to provide American business customers with productivity-enhancing accounting and measuring machines, IBM, the international company that has given the world many IT innovations, grew to become the world's undisputed...

  • Page 5
    ...access to our services on very short lead times, we embarked on a program to redefine our business as an on demand service provider, and to serve as a role model for clients of all types in all industries. We obviously had to start by considering our people. With the help of Manpower, whose just-in...

  • Page 6
    ... pursuit of the most cost-effective approaches to building and delivering their products wherever their clients needed them...just in time. The resulting cost savings were significant; with some reports showing that these strategies saved the median Fortune 500 company five hundred million dollars...

  • Page 7
    J U S T- I N - T I M E

  • Page 8
    ... residential, business, and corporate customers worldwide. Some 40 percent of the Group's 100,000 employees work for BT Retail, the residential and corporate telephony services division, as customer service staff in the company's 40 UK contact centers and as installation and network engineers in the...

  • Page 9
    ... for engineers to repair landlines after storms; and competitive initiatives generate a demand for extra contact center staff when we launch a new program, such as broadband. At such times, we need to have fast and flexible access to appropriately skilled and trained resources or to create a pool of...

  • Page 10
    ... deciding which supply strategy (internal, external, contingent/supply partners, alternative sourcing) offers the most total savings, is a complex but rewarding process. A ï¬,exible workforce model allows clients to: Align investments in compensation, development and training with strategic impact...

  • Page 11
    FLEXIBLE

  • Page 12
    ..., and hightech consumer electronics products, such as LCD TV screens. The company's workforce spans process and development engineers, a technically literate sales force that understands its products and customers' business requirements, and a range of support staff operating its complex facilities...

  • Page 13
    ... to capitalize on perceived growth and customer-service opportunities. Our HR planning process aims to provide employees with the necessary experiences to fulfill both their personal career aspirations and the company's strategic needs, while at all times balancing the interests of individuals with...

  • Page 14
    ...the key to translating business strategy into performance. Companies need to ask themselves: Do we have a pipeline of leadership consistent with our future business direction? Are professional development and job rotation opportunities readily available? Is a succession planning process in place? Do...

  • Page 15
    HIGH PERFORMANCE

  • Page 16
    ... Lever - both of which already had a well-established worldwide presence. The company's 230,000 employees worldwide produce and distribute branded food and home & personal care products - "all the things that make people feel good, look good and get more out of life" - which are marketed and sold in...

  • Page 17
    ... goods sector, we need a first-rate permanent labor force for ongoing operations, as well as additional temporary staff for periods of seasonality, such as for ice cream and frozen vegetables. While the nature of our business means employing predominantly local people at all levels, our management...

  • Page 18
    ... the world of work, both globally and locally. We see employment trends ahead of an individual customer whose view is restricted by industry silos, and we serve as their partner and change agent as they execute their strategies. From outsourcing HR services to change management consulting, Manpower...

  • Page 19
    OUTSOURCING

  • Page 20
    ...-wage labor pool for U.S. manufacturers. Faced with labor competition from other developing economies, the country is promoting social dialogue between labor, business, and government; and educating and training its young people to provide the productive, wealthgenerating skills to fuel the national...

  • Page 21
    ... origin, engine and end of the national economy. A NEW SOCIO-ECONOMIC MODEL We are committed to ongoing employee training and technological innovation to enhance productivity. We have introduced programs to enable unemployed and underemployed individuals to access and transition to productive jobs...

  • Page 22
    ... of their training. Other programs - like TechReach in the U.S. and Canada - are designed to help individuals transition from jobs that have become obsolete, to sustainable new careers in fields where there are shortages of skilled workers. Increasingly, we are working with governments to identify...

  • Page 23
    JOB SKILLS

  • Page 24
    ... the global and local levels worldwide. Shortages of skilled workers. Movement of work and workers across borders. Escalating requirements for efficiency and productivity improvements. Succession planning and leadership development. These are the HR challenges our clients are facing every day, and...

  • Page 25
    ...services brand was the clear leader among our operations in this revenue growth, with an increase of 150% over the prior year. Our EMEA segment also provided a terrific performance, with revenues growing to more than $5 billion, an increase of 18% in constant currency. MANPOWER INC. 23 2004 Annual...

  • Page 26
    ... new offices in expanding markets like India, Japan, Germany and Italy, extending our network to a total of more than 4,300 offices worldwide. We also improved our efficiency and stayed very disciplined in our pricing strategy in the temporary staffing marketplace. 2004 Annual Report 24 MANPOWER...

  • Page 27
    .... This work has opened doors for the company to introduce clients to their full portfolio of internal audit and controls, technology risk management, tax, finance and accounting services. In addition to expanding Jefferson Wells' network of offices in the U.S. and Canada, 2004 marked the opening of...

  • Page 28
    ... out of this intense movement toward optimization, and one that companies are coming to realize that they must address, is the entire talent pool that works within their organization, including permanent, temporary and contract staff, as well as consultants. 2004 Annual Report 26 MANPOWER INC.

  • Page 29
    ..., in the right areas of the organization in order to improve productivity and efficiency, and drive the key outcomes required in the business strategy. We believe Talent Value Management is the key to optimizing the most important investment in any company - people. This is just one of the many...

  • Page 30
    ... of Directors for all of their insight and support. We welcome Marc Bolland, executive board member of Heineken N.V., as our newest member of the board, joining in 2004. And finally, I would like to thank our shareholders for their commitment to Manpower and their continued confidence that we are...

  • Page 31
    ...have special needs. Our systems, programs and policies are designed to make the connection to work a viable option for those who have struggled in the journey. The following pages illustrate some of the ways over the past year Manpower has been able to help people improve their employability, engage...

  • Page 32
    ... he is working as an archive assistant at Sweden's FMV (Försvarets Materielverk) defense materials department. This story from Sweden illustrates how Manpower is uniquely positioned to help immigrants find work in their "new" countries, and how we can help fill labor shortages in local markets. In...

  • Page 33
    ... manages two careers - one as an actress, landing roles in TV dramas, theater and film; and one as a professional driver with Manpower Driving in the U.K. "Working for Manpower is great; it gives me the ï¬,exibility to continue my acting career and supplement my income when I'm between acting jobs...

  • Page 34
    ... currently making a good hourly wage as a sales support assistant for Weyerhaeuser, an international forest products company, in Calgary, Canada. "Manpower's training program gave me the opportunity to empower myself with the skills I needed to work for a major corporation," noted Caresse. "I couldn...

  • Page 35
    ..., if not impossible, to advance in your career when you lack the skills. That's why Manpower develops training programs to help its temporary workers improve their skill sets so they can move into better paying jobs. For example, Manpower France has created Alphabétisation et Techniques Culinaires...

  • Page 36
    ... in 2001 in Mexico, is a prime example of how Manpower trains the disabled to ensure they have the skills required to enter the workforce and succeed on the job. Since its inception, the program has successfully worked with over 40 potential and current customers and 15 labor organizations to place...

  • Page 37
    ...T Y All over the world, Manpower employees, partnering with community organizations, businesses and governments, engage in workforce development programs and activities that make a difference in people's lives. Because of our relationships with both employers and workers, we are uniquely positioned...

  • Page 38
    ... on the long-term recovery efforts, by helping those who have lost their jobs, or have lost the primary income provider in their families, to move toward economic stability. Therefore, Manpower will be funding the development of a vocational training center in the Tamil Nadu state in India, one of...

  • Page 39
    ... 2003 2002 2001 2000 257.9 234.8 237.6 311.0 395.8 2004 2003 2002 2001 2000 NET EARNINGS PER SHARE - D I L U T E D ( $ ) (c) (d) 2.59 1.69 1.42 1.59 2.22 (a) Revenues from Services include fees received from our franchise offices of $37.4 million, $28.1 million, $25.8 million, $26.5 million, and...

  • Page 40
    FINANCIAL CONTENTS 39 57 58 59 60 61 62 63 90 91 92 94 M A N A G E M E N T ' S D I S C U S S I O N A N D A N A LY S I S M A N A G E M E N T R E P O RT O N I N T E R N A L C O N T R O L O V E R F I N A N C I A L R E P O RT I N G R E P O RT O F I N D E P E N D E N T R E G I S T E R E D P U B L I C A...

  • Page 41
    ..., temporary and contract recruitment, and employee assessment and training services. We also provide highly specialized professional services, such as internal audit and controls, technology risk management, tax, finance and accounting services. If customers are searching for ways to work "smarter...

  • Page 42
    ... human resource services, including permanent employee recruitment, temporary and permanent employee testing, selection, and training and development. Jefferson Wells' revenues are derived from internal audit and control services, technology risk management, tax, finance and accounting services...

  • Page 43
    ... improvement in our temporary staffing business in several markets, this improvement was offset by decreases in others due to increased social costs, including increased U.S. workers' compensation costs and state unemployment taxes. Selling and Administrative Expenses increased 27.3% during 2004...

  • Page 44
    ... 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 revenue growth in countries with...

  • Page 45
    ...sector. Revenue from office and specialty skills lagged the prior year, however, the rate of contraction improved as we progressed through the year. The Gross Profit Margin declined compared to the prior year due to increases in employment-related costs such as state unemployment taxes and workers...

  • Page 46
    ...2004, a new law in France ended the French Job Center's (ANPE's) control of the placement of the unemployed. As a result of this law change, temporary staffing companies are allowed to offer placement and recruitment services beginning January 1, 2005. We expect these services will have a long-term...

  • Page 47
    ... personnel along three primary business lines - internal audit and controls, technology risk management, tax and finance and accounting compliance. Our services are provided through 37 offices, which include major United States metropolitan markets, Toronto and London. The majority of employees...

  • Page 48
    ..., Mexico and South America, delivering service through 491 offices. Our largest country operation within this segment is Japan, which accounts for approximately 45% of the segment's revenues. Revenues in the region improved 22.3% to $1.8 billion, or 16.0% in constant currency. This strong local...

  • Page 49
    ... and other costs related to office openings and refurbishments, as well as capitalized software costs of $2.7 million, $8.2 million, and $17.7 million in 2004, 2003,and 2002, respectively. From time to time, we acquire and invest in companies throughout the world, including U.S. franchises. The...

  • Page 50
    ...paper program. In October 2004, the Board of Directors authorized the repurchase of 5 million shares of our common stock, not to exceed a total purchase price of $250.0 million. Share repurchases may be made from time to time and may be implemented through a variety of methods, including open market...

  • Page 51
    ... new agreement, as well as the fee paid for the issuance of letters of credit on the facility, vary based on our public debt ratings and borrowing level. The current interest rate is LIBOR plus .675% and the facility and issuance fees are .20% and .675%, respectively. MANPOWER INC. 49 2004 Annual...

  • Page 52
    ... 2004, 2003 and 2002, respectively. Employment-Related Items The employment of temporary workers and permanent staff throughout the world results in the recognition of liabilities related to defined benefit pension plans, self-insured workers' compensation, social program remittances and payroll...

  • Page 53
    ... length of time for candidates to find jobs based on statistically valid data for the specific type of program. If statistically valid data is not available, then we recognize career transition revenue on a straight-line basis over the actual term of the agreements. For group programs and large...

  • Page 54
    ... and results of operations Significant factors impacting Deferred Revenue are the type of programs sold, the level of current billings for new programs and projects, and the average length of the programs. Over time, an increasing volume of new billings will generally result in higher amounts of...

  • Page 55
    ... and payments between our EMEA countries and our EMEA headquarters for services provided. To reduce the currency risk related to these transactions, we may borrow funds in the relevant foreign currency under our revolving credit agreement or we may enter into a forward contract to hedge the transfer...

  • Page 56
    ...condition and results of operations As a result of certain derivative financial instruments that we entered into during September 2002, all translation gains and losses on the short-term borrowings of â,¬150.0 million ($203.7 million as of December 31, 2004.... 2004 Annual Report 54 MANPOWER INC.

  • Page 57
    ... temporary employment services, either on the temporary staffing company or the ultimate client company, or minimum benefits to be paid to the temporary employee either during or following the temporary assignment. Regulations also may restrict the length of temporary assignments, the type of work...

  • Page 58
    ... the outcome. In 2002, the European Commission released proposed legislation, the Agency Workers Directive ("AWD"), aimed at improving the quality of temporary staffing work through a principle of non-discrimination between temporary staff and permanent employees. The AWD has been returned to...

  • Page 59
    ..., 2004. Our assessment of the effectiveness of our internal control over financial reporting as of December 31, 2004 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein. MANPOWER INC. 57 2004 Annual...

  • Page 60
    ... express opinions on management's assessment and on the effectiveness of the Company's internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board...

  • Page 61
    ...in millions, except per share data Ye a r E n d e d D e c e m b e r 3 1 2004 2003 2002 Revenues from services Cost of services Gross profit Selling and administrative expenses Operating profit Interest....4 1,675.6 234.8 46.8 188.0 74.8 $ $ $ 113.2 1.48 1.42 MANPOWER INC. 59 2004 Annual Report

  • Page 62
    ... and equipment Total assets LIABILITIES AND SHAREHOLDERS' EQUITY 669.8 446.7 223.1 $ 5,843.1 606.3 419.2 187.1 $ 4,376.4 Current Liabilities Accounts payable Employee compensation payable Accrued liabilities Accrued payroll taxes and insurance Value added taxes payable Short-term borrowings...

  • Page 63
    ...55.5) (6.7) - 6.0 (56.2) (58.5) (33.5) - 5.3 (86.7) Net change in short-term borrowings Proceeds from long-term debt Repayments of long-term debt Proceeds from stock option and purchase plans Repurchases of common stock Dividends paid Cash provided (used) by financing activities Effect of exchange...

  • Page 64
    ... income Issuances for acquisitions Issuances under equity plans Dividends ($.30 per share) Balance, December 31, 2004 (30.7) (283.8) (30.7) 999.9 The accompanying notes to consolidated financial statements are an integral part of these statements. 2004 Annual Report 62 MANPOWER INC.

  • Page 65
    ..., based on revenues, are located in the United States, France and the United Kingdom. We specialize in permanent, temporary and contract recruitment; employee assessment; training; internal audit, accounting, technology and tax services; career transition and organizational consulting services. We...

  • Page 66
    ... for the specific type of program. For group programs and large projects within the career transition business, we defer and recognize revenue over the period within which the contracts are completed. The difference between the amount billed for career transition services and the amount recognized...

  • Page 67
    ... margins, and working capital levels; a discount rate; and a terminal value multiple. We completed our annual impairment review for 2004 and determined there to be no impairment of either goodwill or indefinite-lived intangible assets. We plan to perform our next annual impairment review during the...

  • Page 68
    ... useful lives: buildings - up to 40 years; leasehold improvements - lesser of life of asset or lease term; furniture and equipment - 3 to 15 years. Expenditures for renewals and betterments are capitalized whereas expenditures for repairs and maintenance are charged to income as incurred. Upon sale...

  • Page 69
    ... following table (page 68) illustrates the effect on Net Earnings and Net Earnings Per Share if we had applied the fair value recognition provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," ("SFAS 123") to stock-based employee compensation. MANPOWER INC. 67 2004 Annual Report

  • Page 70
    ...S TAT E M E N T S in millions, except share and per share data Ye a r E n d e d D e c e m b e r 3 1 2004 2003 2002 Net Earnings Net earnings, as reported Less: Total stock-based employee compensation expense determined under the fair value method for all awards, net of related tax effects Net...

  • Page 71
    ... options to purchase 1,962,000 shares of our common stock. The fair value of these options was based on an independent valuation using the Black-Scholes option-pricing model. We were required to repay certain of RMC's long-term debt due to change of control provisions contained in these agreements...

  • Page 72
    ...if it had been consummated as of the beginning of each period. Ye a r e n d e d D e c e m b e r 3 1 2004 2003 Revenue from services Net earnings Net earnings per share Net earnings per share - diluted $ 14,954.0 246.4 $ 2.75 2.58 $ 12,636.1 173.5 $ 1.98 1.88 2004 Annual Report 70 MANPOWER INC.

  • Page 73
    ...) Effect of dilutive securities - stock options (in millions) Effect of convertible debentures (in millions) $ $ 245.7 4.8 250.5 88.9 1.8 6.1 96.8 $ $ 137.7 6.4 144.1 77.7 1.6 6.1 85.4 $ $ 113.2 5.9 119.1 76.4 1.3 6.1 83.8 $ 2.59 $ 1.69 $ 1.42 MANPOWER INC. 71 2004 Annual Report

  • Page 74
    ... for the years ended December 31, 2004, 2003 and 2002 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 that year. The number, exercise prices and weighted-average remaining life of these...

  • Page 75
    .... Temporary differences, which gave rise to the deferred tax assets, are as follows: Ye a r E n d e d D e c e m b e r 3 1 2004 2003 C u r r e n t F u t u r e I n c o m e Ta x B e n e f i t s Accrued payroll taxes and insurance Employee compensation payable Pension and postretirement benefits Other...

  • Page 76
    ... signed the American Jobs Creation Act of 2004, (the "Jobs Act"). The Jobs Act creates a temporary incentive for United States corporations to repatriate accumulated earnings from foreign subsidiaries by providing an 85% dividends received deduction for certain dividends from controlled foreign...

  • Page 77
    ... 2005 Revolving credit agreement: Euro-denominated borrowings, at a rate of 3.0%, and 3.3%, respectively Other Less - current maturities Long-term debt $ 265.3 271.1 203.7 135.5 16.1 891.7 215.6 $ 257.6 251.9 191.1 126.0 9.8 836.4 6.8 $ 676.1 $ 829.6 MANPOWER INC. 75 2004 Annual Report

  • Page 78
    ... fee on the new agreement, as well as the fee paid for the issuance of letters of credit on the facility, vary based on our public debt ratings and borrowing level. The current interest rate is LIBOR plus .675% and the facility and issuance fees are .20% and .675%, respectively. 2004 Annual Report...

  • Page 79
    ... for board service. The per share purchase price for each option awarded is equal to the fair market value of our common stock at the date of grant. Options are exercisable for the vested portion during the director's tenure and a limited period thereafter. MANPOWER INC. 77 2004 Annual Report

  • Page 80
    ... to the stock option plan discussed above, we have the Savings Related Share Option Scheme for United Kingdom employees with at least one year of service. As of December 31, 2004, there were approximately 918,000 shares of common stock remaining available for grant under this plan. The employees are...

  • Page 81
    ... the funded status of the plans are as follows: U.S. Plans Ye a r E n d e d D e c e m b e r 3 1 2004 2003 2004 N on-U.S. Plans 2003 Change in Benefit Obligation Benefit obligation, beginning of year Service cost Interest cost Actuarial loss Plan participant contributions Benefits paid Acquisitions...

  • Page 82
    ...with proper consideration of diversification and rebalancing. We also use guaranteed insurance contracts for one of our foreign plans. Peer data and historical returns are reviewed to check for reasonableness and appropriateness of our expected rate of return. 2004 Annual Report 80 MANPOWER INC.

  • Page 83
    ..., professionally-managed equity and bond funds, government and agency securities, and guaranteed insurance contracts. None of our plan assets include any of our debt or equity securities. Retiree Health Care Plan We provide medical and dental benefits to certain eligible retired employees in...

  • Page 84
    ... on the amounts reported. A one-percentage point change in the assumed health care cost trend rate would have the following effects: 1% Increase 1% Decrease Effect on total of service and interest cost components Effect on postretirement benefit obligation Plan Contributions and Benefit Payments...

  • Page 85
    ... 11. LEASES We lease property and equipment primarily under operating leases. Renewal options exist for substantially all leases. Future minimum payments, by year and in the aggregate, under noncancelable operating leases with any remaining term consist of the following as of December 31, 2004: Ye...

  • Page 86
    ... 0.4 14.8 $ 26.3 $ 35.8 $ 46.8 Miscellaneous (Income) Expense, Net in 2004, includes non-operating gains of $14.2, primarily related to the sale of our equity interest in a European internet job board. In 2002, Miscellaneous Expenses included a charge of $5.1 related to a writedown of equity...

  • Page 87
    ... to enter the office and review and obtain documents that may be pertinent to the investigation. According to the search warrant, the investigation stems from a complaint submitted during 2003 to the European Commission and subsequently transferred to France's Direction Generale de la Concurrence...

  • Page 88
    ...other human resource services, including permanent employee recruitment, temporary and permanent employee testing, selection, and training and development. Jefferson Wells' revenues are derived from internal audit and controls, technology risk management, tax, financial and accounting services. The...

  • Page 89
    ... primarily based on revenues generated by our franchise operations, which are discussed further on the financial highlights page. (c) Represents the operations of Right Management Consultants, Inc., since its acquisition in January 2004, and the Empower Group. MANPOWER INC. 87 2004 Annual Report

  • Page 90
    ... any segment or allocated for management reporting. (c) Supplemental geographic information is as follows: Long-Lived Assets United States France United Kingdom Total Foreign 2004 73.6 83.9 27.1 198.8 2003 59.8 79.2 24.2 175.8 2002 62.7 72.3 30.8 168.8 $ $ $ 2004 Annual Report 88 MANPOWER INC.

  • Page 91
    ... 0.20 (a) In the fourth quarter of 2004, we adopted EITF 04-8. Previously reported Net Earnings Per Share - Diluted amounts have been restated to reflect the impact of applying the "if-converted" method to our Debentures. (See note 3 for further information.) MANPOWER INC. 89 2004 Annual Report

  • Page 92
    ...discussed throughout this annual report. A reconciliation ...Manpower Inc. Net Earnings per Share - Diluted 14.9 53.5 53.3 6.4 10.5 8.3 8.5 43.0 45.0 7.3 35.7 (a) Represents the operations of Right Management Consultants, Inc. ("RMC"), since its acquisition in January 2004, and the Empower Group...

  • Page 93
    ... the "if-converted" method to our Debentures. (See note 3 to the consolidated financial statements for further information.) As the 2001 and 2000 amounts were previously audited by Arthur Andersen LLP, these restated figures are unaudited. MANPOWER INC. 91 2004 Annual Report

  • Page 94
    ...2005 at 9 a.m. Manpower International Headquarters 5301 N. Ironwood Rd. Milwaukee, WI 53217 USA I N V E S T O R R E L AT I O N S W E B S I T E Mellon Investor Services, L.L.C. P.O. Box 3315 South Hackensack, NJ 07606 USA www.mellon-investor.com STOCK EXCHANGE LISTING The most current corporate and...

  • Page 95
    ... R.R. Donnelley & Sons E d w a r d J . Z o r e 1*,3 Senior Vice President Global Sales President and CEO Northwestern Mutual Board Committees 1 Audit Committee 2 Executive Compensation Committee 3 Nominating and Governance Committee * Denotes Committee Chair MANPOWER INC. 93 2004 Annual Report

  • Page 96
    ...professional services in the areas of internal audit and controls, technology risk management, tax, finance and accounting. The firm serves clients, including Fortune 500 and Global 1000 companies, through highly experienced professionals working from 37 offices across North America and in Europe...

  • Page 97
    ... first time in the program's history, three individual winners also received the Power Award. These winners include: Nancy Creuziger, Manpower Vice President and Corporate Controller, for her leadership of Manpower's successful Sarbanes-Oxley compliance program; Doug Klemp, Director of Customer...

  • Page 98
    I N T E R N AT I O N A L H E A D Q U A RT E R S P. O . B O X 2 0 5 3 5 3 0 1 N O RT H I R O N W O O D R O A D M I LWA U K E E , W I S C O N S I N 5 3 2 0 1 USA + 1 414 961 1000 W W W. M A N P O W E R . C O M AR-108 (03/05) ©2005 MANPOWER INC.