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05 2006
Annual Report 2005

Table of contents

  • Page 1
    Annual Report 2005 05 2006

  • Page 2
    200 Manpower Inc. International Headquarters 5301 N. Ironwood Rd. Milwaukee, WI 53217 USA www.manpower.com CGC-1 (03/06) ©2006 Manpower Inc.

  • Page 3
    ...90 92 93 Letter to Shareholders Editorial Section Corporate Social Responsibility Financial Highlights Management's Discussion & Analysis Financial Measures Report of Independent Registered Public Accounting Firm Management Report on Internal Control Over Financial Reporting Consolidated Statements...

  • Page 4
    ... Shareholders: What do you do? It's the first question anyone asks when they meet you. It's also the question that is asked when you're faced with a problem. In 2006, the answer to that question will be, "call Manpower." You'll have to read on to learn more about that. But first, I'd like to give...

  • Page 5
    ... in China through two separate tracks: operationally and in partnership with the Chinese government. From an operational perspective, we were able to increase our revenue by 71%, doubling the number of full-time permanent placement recruiters to over 100. Our international partnership office with...

  • Page 6
    ...the employment services industry in bringing permanent recruitment services to the marketplace, and we now have more than 2,000 dedicated permanent placement recruiters worldwide, clearly making us one of the top permanent recruiters in the world. Letter to Shareholders Manpower 2005 Annual Report...

  • Page 7
    ... us the unique advantage of being able to manage all of the employer's permanent, contract and temporary employment needs, efficiently and effectively. We offer these services consistently worldwide for both large and small clients, and our client base continues to grow, particularly among our...

  • Page 8
    ... of services that we provide to our clients and the individuals that we help every day to find jobs and transform their careers. Our new five-color logo - which forms an abstract "MP" for Manpower - has been rolled out around the world on hundreds of offices and will cover the entire network by...

  • Page 9
    ... and contract employment services. We have added powerful offerings to our service mix with Jefferson Wells, a leading financial services company, and Right Management, the largest career transition company in the world. There is still a long way to go in our journey, but we are thrilled to share...

  • Page 10
    ... new Manpower brand, you will see that our vision, values and strategies have been modified to align with the company that we are now, and have set our sights on being. Our vision is now: "We lead in the creation and delivery of services that enable our clients to win in the changing world of work...

  • Page 11
    We lead in the creation and delivery of services that enable our clients to win in the changing world of work. Thank you to our shareholders for trusting in us to deliver a superior value proposition in our market and a superior return on your investment. I would also like to express my sincere ...

  • Page 12
    ...of change has also impacted the HR manager's role, with recruitment, assessment, training, re-training to align with changing business needs, and outplacement, now becoming a normal cycle in managing today's workforce. Manpower works with thousands of companies each year to optimize their workforces...

  • Page 13
    ... possess. The question that Manpower helps our clients to answer is whether and when to replace or re-train the existing employee group in order to meet the needs of the business, and how to manage these decisions in a way that is true to their corporate and personal values. These changes...

  • Page 14
    ...-changing world of work with new technology and new business processes being introduced every day, Manpower helps our employees and associates to keep their skills up to date with free training in over 3,600 courses available through our online DirectTrainingSM Global Learning Center. These courses...

  • Page 15
    ... or re-training and outplacement services, we enable companies to remain nimble while also providing a way for employees who no longer fit the organization to transition out, obtain additional skills and find new employment elsewhere. ng Trai ning Organizational Consulting tR en an Perm

  • Page 16
    ...people needed to keep companies and economies growing, and the number of people available with the right skills in those same countries. Manpower works closely with employers and governments to align their people strategies with the demographic realities that are becoming a growing global challenge.

  • Page 17
    Talent shortages are already impacting employers, as it is becoming more difficult to find highly skilled individuals in some of the fastest growing occupations like IT and engineering. Both companies and governments look to Manpower for consulting assistance to help them devise the right ...

  • Page 18
    In developing countries like China, India, Poland and the Czech Republic, there are growing opportunities for individuals to find a place in the world of work that will help them build a better life. Manpower works hard to identify individuals with potential and provide them with jobs, experience ...

  • Page 19
    ... are even more pronounced in emerging markets. Manpower has been working with clients and governments for many years to develop strategies and programs that will enable them to overcome the emerging talent deficit. We anticipate that demand for our consulting services will continue to rise as these...

  • Page 20
    ... Outsource Outsourcing Process and People Management Manpower has grown to be one of the largest outsourcing providers in the employment services industry, helping clients who wish to outsource the recruitment and management of people in order to improve efficiency and enable their staff to focus...

  • Page 21
    ... has become increasingly time consuming as employers are inundated with job applicants who come to them through online job boards and recruitment agencies. Whether the entire recruitment process is outsourced to Manpower, or just a single element, it enables the HR department to focus on other...

  • Page 22
    ... services required of their departments. Our outsourced teams blend seamlessly with our clients' organizations, making it easy for them to move auditing projects to Jefferson Wells or field engineering responsibilities to Manpower when there are not enough hours in the day to do it all internally...

  • Page 23
    ... are providing all of the staff for a particular department or project, including the managers, or completely outsourcing the recruitment process for all of their permanent, temporary and contract employees, our clients know that outsourcing to Manpower makes their jobs easier...and that makes a big...

  • Page 24
    ... alone, but also by his ability to succeed within the particular organization for which he is hired to work. Manpower has always been the hallmark of quality recruitment because of our consistent focus on finding the right candidate to match the employer's environment and culture, as well as the...

  • Page 25
    ... rarely begin a new job with the intention of failing, but it does happen and most people never quite understand why it didn't work out. Manpower takes our responsibility to candidates seriously, and we are very careful to assess the client organization, the job for which we are recruiting and the...

  • Page 26
    HR managers know that most employees do not fail in their jobs because of a lack of skills, but rather because they have the wrong attitude or soft skills for the environment in which they are employed. Considering that it costs on average 30 percent of an individual's annual salary to recruit and ...

  • Page 27
    ... permanent, temporary and contract jobs to 4 million people across 72 countries and territories. These individuals work both part-time and full-time in professional, administrative or industrial positions for employers both large and small. The variety of candidates and clients that we serve enables...

  • Page 28
    ... of future hiring trends every quarter for more than 40 years. Now available in 24 countries and territories each quarter, the survey is the cornerstone of Manpower's library of studies and surveys that help employers, economists and world leaders to understand what's now and what's next in the...

  • Page 29
    ...the thousands of thought leaders who closely follow Manpower research products, utilizing our data to help them assess and forecast the health and direction of the world's labor markets. Over 4,500 of them subscribe to our online Research Center on manpower.com to receive the latest research as soon...

  • Page 30
    ...all sectors look to L'institut Manpower (the Manpower Institute) for answers in the changing world of work. Our expertise, built on nearly 50 years of experience doing business in France, combined with our steady output of expert studies on employment trends, provide employers with a clearer view of...

  • Page 31
    ... company in the world has more experience and more expertise in navigating the constantly changing world of work. As the speed of change continues to accelerate, this knowledge leadership is increasingly important to our clients and the people who work for them. 45,000 More than 45,000 employers...

  • Page 32
    ... for the long term Manpower's philosophy for investing in our communities has always been focused on the long-term view. If there is a way for us to help re-build lives after a natural disaster, or to help disadvantaged individuals to find their way into the world of work, Manpower will be there...

  • Page 33
    ... individuals through our operations all around the world. Many of the programs that we have developed to provide a bridge to employment for these individuals are built on partnerships with non-governmental organizations, government labor ministries and other companies that share our dedication to...

  • Page 34
    ... company serving thousands of local employers and millions of individual job seekers that come through our 4,400 doors around the world every year. It is our ability to maintain our focus on serving clients and candidates better than anyone else in our industry that feeds long-term shareholder value...

  • Page 35
    ... 2001 3920 Operating Profit(c) in millions ($) Net Earnings per Share-Diluted(c) ($) 2005 436.5 2005 2.87 2004 395.8 2004 2.59 2003 257.9 2003 1.69 2002 234.8 2002 1.42 2001 237.6 2001 1.59 (a) Revenues from Services include fees received from our franchise offices of $28...

  • Page 36
    ... & Analysis of financial condition and results of operations Business Overview Manpower Inc. is a world leader in the employment services industry. Our global network of over 4,400 offices in 72 countries and territories allows us to meet the needs of our clients in all industry segments...

  • Page 37
    ... employee testing, selection, and training and development. Jefferson Wells' revenues are derived from services related to internal controls, tax operations and finance operations. Right Management revenues are derived from career transition (outplacement) services and organizational consulting...

  • Page 38
    ... generally incur currency risks in connection with the conduct of their normal business operations. Changes in foreign currency exchange rates primarily impact only reported earnings and not our actual cash flow or economic condition. When we use the term "organic constant currency," it means that...

  • Page 39
    ... Competition Authorities and sold a non-core payroll processing business in Sweden. Currently, we expect a pre-tax gain of approximately $28.2 million related to this sale which will be recorded in the first quarter of 2006. Consolidated Results - 2004 compared to 2003 Revenues from Services...

  • Page 40
    ... Share - Diluted increased 45.0%. The higher foreign currency exchange rates positively impacted Net Earnings Per Share - Diluted by approximately $0.14 in 2004. Net Earnings Per Share - Basic was $2.76 in 2004 compared to $1.77 in 2003. Management's Discussion & Analysis Manpower 2005 Annual Report...

  • Page 41
    ... in employment-related costs such as workers' compensation. Selling and Administrative Expenses trended favorably downward 3.2% during the year primarily related to lower office related costs. This cost reduction reï¬,ects strong gains in productivity and our ability to better utilize excess...

  • Page 42
    ... payroll tax audit settlement and the reorganization charges, and was unfavorably impacted in 2004 by the adjustment for social program remittances. 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, companies that...

  • Page 43
    ... skilled project personnel along three primary business lines - internal controls, tax operations and finance operations. Our services are provided through 48 offices, which include major United States metropolitan markets, Toronto and certain European cities. The majority of employees assigned by...

  • Page 44
    ... in the Asia Pacific region, Canada, Mexico and South America, delivering service through 510 offices. Our largest country operation within this segment is Japan, which accounts for 40% of the segment's revenues. Revenues in the region improved 16.4% to $2.1 billion, or 14.5% in constant currency...

  • Page 45
    ... to cover our near-term projected cash needs. Our principal ongoing cash needs are to finance working capital, capital expenditures, debt payments, share repurchases, and acquisitions. Working capital is primarily in the form of trade receivables, which generally increase as revenues increase. The...

  • Page 46
    ....4 million); the fair value of options to purchase 1,962,000 shares of our common stock that resulted from our assuming both of Right Management's stock option plans ($59.5 million); the repayment of Right Management's long-term debt ($123.8 million); the payment of acquisition-related costs, net of...

  • Page 47
    .... Under the Indenture relating to the Debentures, the Debentures could be converted at a conversion rate of 13.9559 shares of Manpower common stock per $1,000 of principal amount at maturity of Debentures, at the option of the debenture holders. 44 Manpower 2005 Annual Report Management's Discussion...

  • Page 48
    .... The current interest rate under the amended agreement is LIBOR plus .50% (for USD borrowings, or alternative base rate for foreign currency borrowings), and the facility and issuance fees are .125% and .50%, respectively. Management's Discussion & Analysis Manpower 2005 Annual Report 45

  • Page 49
    ... to the provision. Write-offs, which decrease our Allowance for Doubtful Accounts, are recorded as a reduction to our Accounts Receivable balance and were $18.3 million, $21.9 million and $19.5 million, for 2005, 2004 and 2003, respectively. 46 Manpower 2005 Annual Report Management's Discussion...

  • Page 50
    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 tax audit exposures that require us ...

  • Page 51
    ... not available, then we recognize outplacement revenue on a straight-line basis over the actual term of the agreements. For group programs and large projects within the outplacement and consulting lines of business, we defer and recognize revenue over the period in which the contracts are completed...

  • Page 52
    ... 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. Management's Discussion & Analysis Manpower 2005 Annual Report...

  • Page 53
    ... 4.0% 14.2% $ 735.0 735.0 4.8% 5.5% We have various interest rate swap agreements in order to fix our interest costs on a portion of our Euro-denominated variable rate borrowings. The Euro interest rate swap agreements, with a notional value of 100.0 million ($118.5 million), fix the interest...

  • Page 54
    ... may be used. Changes in applicable laws or regulations have occurred in the past and are expected in the future to affect the extent to which employment services firms may operate. These changes could impose additional costs, taxes, record keeping or reporting requirements; restrict the tasks to...

  • Page 55
    ... including the level of stock-based compensation granted in 2006, the fair value of those options which will be determined at the date of grant, the level of participation in the employee stock purchase plan, the related tax benefits recorded and the diluted shares outstanding. During December 2004...

  • Page 56
    ... reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating...

  • Page 57
    ... external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reï¬,ect the transactions and...

  • Page 58
    ...2002 as exhibits to it's Annual Report on Form 10-K. In 2005, Jeffrey A. Joerres, Manpower's Chief Executive Officer, submitted a certification to the New York Stock Exchange in accordance with Section 303A.12 of the NYSE Listed Company Manual stating that, as of the date of the certification, he...

  • Page 59
    ...Operations in millions, except per share data Year Ended December 31 2005 2004 2003 Revenues from services Cost of services Gross profit Selling and administrative expenses Operating....9 35.8 222.1 84.4 $ $ $ 137.7 1.77 1.69 56 Manpower 2005 Annual Report Consolidated Statements of Operations

  • Page 60
    ... Total assets Liabilities and Shareholders' Equity Current Liabilities Accounts payable Employee compensation payable Accrued liabilities Accrued payroll taxes and insurance Value added taxes payable Short-term borrowings and current maturities of long-term debt $ 685.4 150.6 435.4 607.2 441.9 260...

  • Page 61
    ... to settle convertible debt Repayments of long-term debt Proceeds from settlement of swap agreements Proceeds from stock option and purchase plans Repurchases of common stock Dividends paid Cash (used) provided by financing activities Effect of exchange rate changes on cash Net (decrease) increase...

  • Page 62
    ...plans, including tax benefits Dividends ($0.20 per share) Balance, December 31, 2003 Comprehensive Income: Net earnings Foreign currency translation Unrealized loss on derivatives, net of tax Unrealized gain on investments, net of tax Minimum pension...' Equity Manpower 2005 Annual Report 59

  • Page 63
    ..., we record revenue based on the hours worked. Permanent recruitment revenues are recorded as placements are made. Provisions for sales allowances, based on historical experience, are recognized at the time the related sale is recognized. Our franchise agreements generally state that franchise fees...

  • Page 64
    ... not qualify for sale accounting, the related receivable balance remains on our consolidated balance sheet, the corresponding advance is recorded as debt and the related cost of the transaction is recorded as interest expense. (See note 5 for further information.) Fair Value of Financial Instruments...

  • Page 65
    ... revenue growth rates, operating unit profit margins, and working capital levels; a discount rate; and a terminal value multiple. We completed our annual impairment review for 2005 and determined there to be no impairment of either goodwill or indefinite-lived intangible assets. We plan to perform...

  • Page 66
    ...: buildings - up to 40 years; leasehold improvements - lesser of life of asset or expected 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 or...

  • Page 67
    ...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 No. 123, "Accounting for Stock-Based Compensation," ("SFAS 123") to stock-based employee compensation. 64 Manpower 2005 Annual Report...

  • Page 68
    ... including the level of stock-based compensation granted in 2006, the fair value of those options which will be determined at the date of grant, the level of participation in the employee stock purchase plan, the related tax benefits recorded and the diluted shares outstanding. During December 2004...

  • Page 69
    ... outstanding shares were converted into the right to acquire our common stock at the same exchange rate. The purchase price is comprised of the following items: Fair value of our common stock issued Fair value of Right Management stock options assumed Long-term debt repaid upon change of control...

  • Page 70
    ... for the difference between book and tax basis related to Right Management's intangible assets. Based on the independent valuation and the fair value of tangible assets acquired, $389.6 was recorded as goodwill. Approximately $8.0 of goodwill related to acquisition costs will be deductible for...

  • Page 71
    ...,000 shares of our common stock, which had an aggregate market value of $0.7 at the dates of acquisition. In connection with a European acquisition completed during the first quarter of 2004, we established a reserve of $16.7 for severance and other exit costs related to the acquired company. These...

  • Page 72
    The calculation of Net Earnings Per Share - Diluted for the years ended December 31, 2005, 2004 and 2003 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 ...

  • Page 73
    ... tax rate expected to be in effect when the temporary differences reverse. Temporary differences, which gave rise to the deferred taxes are as follows: December 31 2005 2004 Current Future Income Tax Benefits (Expense) Accrued payroll taxes and insurance Employee compensation payable Pension and...

  • Page 74
    ... 2004, we have recorded a deferred tax liability of $9.8 and $9.5, respectively, related to foreign earnings that we plan to remit. On October 22, 2004, the President signed the American Jobs Creation Act of 2004 (the "Act"). The Act creates a temporary incentive for U.S. corporations to repatriate...

  • Page 75
    ...2012 â,¬200 due July 2006 â,¬150 due March 2005 Revolving credit agreement: Euro-denominated borrowings, at a rate of 5.71% and 3.0%, respectively Other Less - current maturities Long-term debt 72 Manpower 2005 Annual Report $ - 353.8 237.0 - 118.5 13.3 722.6 247.6 $ 265.3 - 271.1 203.7 135.5 16...

  • Page 76
    ... our share repurchase program, and for general corporate purposes. The â,¬300.0 Notes were issued at a price of 99.518% to yield an effective interest rate of 4.58%. The discount of â,¬1.4 ($1.8) will be amortized to interest expense over the term of the notes. Interest is payable annually on June...

  • Page 77
    ... Incentive Plan of Manpower Inc. ("2003 Plan") has 4,500,000 shares authorized for grant. Under this plan, all of our full-time employees and non-employee directors are eligible to receive grants of stock options, stock appreciation rights, restricted stock, restricted stock units, performance share...

  • Page 78
    ... 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, 2005, there were approximately 888,000 shares of common stock remaining available for grant under this plan. The employees are...

  • Page 79
    ... shares remained available for future issuance as of December 31, 2005. Under the plan, designated Manpower employees meeting certain service requirements may purchase shares of our common stock through payroll deductions. These shares may be purchased at the lesser of 85% of their fair market value...

  • Page 80
    ... 2004 2003 2005 2004 Non-U.S. Plans 2003 Discount rate Expected long-term return on plan assets Rate of compensation increase 5.8% 8.3% 4.5% 6.3% 8.5% 4.5% 6.5% 8.5% 5.0% 5.0% 5.8% 3.7% 5.1% 5.7% 3.8% 5.3% 6.1% 3.7% Notes to Consolidated Financial Statements Manpower 2005 Annual Report 77

  • Page 81
    ... of domestic and foreign equity securities, 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...

  • Page 82
    ... Decrease Effect on total of service and interest cost components Effect on postretirement benefit obligation $ 0.3 3.0 $ (0.2) (2.6) We plan to contribute $15.6 to our pension plans and $1.2 to our retiree health care plan in 2006. Projected benefit payments from the plans as of December 31...

  • Page 83
    ... Management Performance-Based Deferred Compensation Plan. The plan is intended to focus our corporate executives on the achievement of certain annual operating goals, shareholder value creation, and execution of our business strategies over the longer term by aligning company executives' interests...

  • Page 84
    ... an equity investment we sold in the fourth quarter. Miscellaneous Expense (Income), 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. Notes to Consolidated Financial Statements Manpower 2005 Annual Report 81

  • Page 85
    ... and losses arising from foreign exchange ï¬,uctuations throughout the contract term on the derivative instruments were recorded in the consolidated statements of operations, offsetting the foreign exchange gain or loss recorded on the notes. 82 Manpower 2005 Annual Report Notes to Consolidated...

  • Page 86
    ... was recorded in the consolidated statements of operations and was immaterial for 2005, 2004 and 2003. We have various interest rate swap agreements to fix our interest costs on a portion of our Euro-denominated variable rate borrowings. The Euro interest rate swap agreements have a notional value...

  • Page 87
    ...from other human resource services, including permanent employee recruitment, temporary and permanent employee testing, selection, and training and development. Jefferson Wells revenues are derived from services related to three primary business lines - internal controls, tax operations and finance...

  • Page 88
    ...$ Revenues from Services 2005 2004 2003 United States France United Kingdom Total Foreign $ 2,593.1 5,563.0 1,848.0 13,487.3 $ 2,542.7 5,258.4 1,791.5 12,387.3 $ 2,092.4 4,638.8 1,371.8 10,092.1 (b) U.S. revenues above represent revenues from our Company-owned branches and franchise fees...

  • Page 89
    ...intangibles. Supplemental geographic information is as follows: 2005 2004 2003 Long-Lived Assets United States France United Kingdom Total Foreign $ 67.6 68.4 23.1 172.5 $ 73.6 83.9 27.1 198.8 $ 59.8 79.2 24.2 175.8 86 Manpower 2005 Annual Report Notes to Consolidated Financial Statements

  • Page 90
    ...Revenues from services Gross profit Operating profit Net earnings Net earnings per share - basic Net earnings per share - diluted Dividends per share Market price: High Low Year Ended December 31, 2004 Revenues from services Gross profit Operating... Statements Manpower 2005 Annual Report 87

  • Page 91
    ...2003 2002 2001 Operations Data Revenues from services Gross profit Operating profit (a) Net earnings (a) Per Share Data Net earnings - basic (a) Net earnings - diluted (a) Dividends Balance Sheet Data Total assets Long-term... information.) 88 Manpower 2005 Annual Report Selected Financial Data

  • Page 92
    Local Global Where we're located In virtually every corner around the world, Manpower is there to help local employers and job seekers to find each other, and to find their way in the changing world of work. Our network spans 4,400 offices in 72 countries and territories, including an office ...

  • Page 93
    ... world of work. The $16 billion company offers employers a range of services for the entire employment and business cycle including permanent, temporary and contract recruitment; employee assessment and selection; training; outplacement; outsourcing and consulting. Manpower's worldwide network...

  • Page 94
    Asian operations China, Hong Kong, India, Japan, Kazakhstan, South Korea, Malaysia, Philippines, Russia, Singapore, Taiwan, Thailand European operations Austria, Belgium, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Israel, Italy, Latvia, Lithuania, ...

  • Page 95
    ... Owen Sullivan Retired Executive Vice President Manpower Inc. Rozanne L. Ridgway 2,3 Executive Vice President CEO of Right Management and Jefferson Wells David Arkless Former Assistant Secretary of State for Europe and Canada Lord Dennis Stevenson Senior Vice President Corporate Affairs...

  • Page 96
    ...at 9 a.m. Manpower International Headquarters 5301 N. Ironwood Rd. Milwaukee, WI 53217 USA Investor Relations Website 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 investor information can...