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, 1998
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 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, 1998
Common Stock, 79,185,248
$.01 par value
<PAGE>
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 - 10
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 10 - 14
Item 3 - Quantitative and Qualitative Disclosures
About Market Risk 14
PART II - OTHER INFORMATION AND SIGNATURES
Item 5 - Other Information 15
Item 6 - Exhibits and Reports on Form 8-K 15
Signatures 16
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
MANPOWER INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
(in thousands)
ASSETS
September December
30, 31,
1998 1997
CURRENT ASSETS:
Cash and cash equivalents $ 108,427 $ 142,246
Accounts receivable, less allowance
for doubtful accounts of $41,998 and
$38,019, respectively 1,914,286 1,437,378
Prepaid expenses and other assets 58,342 60,164
Future income tax benefits 42,239 47,113
Total current assets 2,123,294 1,686,901
OTHER ASSETS:
Investments in licensees 32,424 32,763
Other assets 254,269 190,990
Total other assets 286,693 223,753
PROPERTY AND EQUIPMENT:
Land, buildings, leasehold 385,576 324,770
improvements and equipment
Less: accumulated depreciation and 213,575 188,394
amortization
Net property and equipment 172,001 136,376
Total assets $2,581,988 $2,047,030
The accompanying notes to consolidated financial statements
are an integral part of these balance sheets.
<PAGE>
MANPOWER INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
(in thousands, except share data)
LIABILITIES AND STOCKHOLDERS' EQUITY
September December
30, 31,
1998 1997
CURRENT LIABILITIES:
Payable to banks $ 142,284 $ 69,848
Accounts payable 361,331 271,064
Employee compensation payable 80,097 68,416
Accrued liabilities 160,337 108,615
Accrued payroll taxes and insurance 276,380 248,605
Value added taxes payable 320,381 223,538
Income taxes payable 11,392 13,303
Current maturities of long-term debt 3,210 1,288
Total current liabilities 1,355,412 1,004,677
OTHER LIABILITIES:
Long-term debt 284,004 189,786
Other long-term liabilities 243,186 235,004
Total other liabilities 527,190 424,790
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value, -- --
authorized 25,000,000 shares,
none issued
Common stock, $.01 par value, 832 828
authorized 125,000,000 shares,
issued 83,187,148 and 82,778,873
shares, respectively
Capital in excess of par value 1,600,290 1,590,704
Accumulated deficit (764,674) (848,195)
Cumulative translation adjustments (15,404) (40,688)
Treasury stock at cost, 4,001,900 and (121,658) (85,086)
2,432,400 shares, respectively
Total stockholders' equity 699,386 617,563
Total liabilities and stockholders' $2,581,988 $2,047,030
equity
The accompanying notes to consolidated financial statements
are an integral part of these balance sheets.
<PAGE>
MANPOWER INC. AND SUBSIDIARIES
Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)
3 Months Ended 9 Months Ended
September 30, September 30,
1998 1997 1998 1997
Revenues from services $2,377,750 $1,973,020 $6,386,719 5,286,238
Cost of services 1,979,648 1,622,090 5,300,874 4,339,503
Gross profit 398,102 350,930 1,085,845 946,735
Selling and administrative 327,393 267,018 933,438 760,347
expenses
Operating profit 70,709 83,912 152,407 186,388
Interest and other income (4,162) (1,119) (11,658) (2,875)
(expense)
Earnings before income 66,547 82,793 140,749 183,513
taxes
Provision for income taxes 23,625 30,102 49,965 63,331
Net earnings $ 42,922 $ 52,691 $ 90,784 $ 120,182
Net earnings per share $ .54 $ .64 $ 1.13 $ 1.47
Net earnings per share - $ .53 $ .63 $ 1.11 $ 1.44
assuming dilution
Weighted average common 80,173 81,819 80,472 81,824
shares
Weighted average common 80,897 83,591 81,643 83,717
shares-assuming dilution
The accompanying notes to consolidated financial statements
are an integral part of these statements.
MANPOWER INC. AND SUBSIDIARIES
Supplemental Systemwide Information (Unaudited)
(in thousands)
3 Months Ended 9 Months Ended
September 30, September 30,
1998 1997 1998 1997
Systemwide Sales $2,834,201 $2,429,096 $7,672,460 $6,485,692
Systemwide information represents the total of Company- owned
branches and franchises.
<PAGE>
MANPOWER INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
9 Months Ended
September 30,
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings 90,784 120,182
Adjustments to reconcile net
earnings to net cash
provided by operating
activities:
Depreciation and 39,740 30,144
amortization
Deferred income taxes 4,874 (7,083)
Provision for doubtful 10,510 10,661
accounts
Changes in operating assets
and liabilities:
Accounts receivable (408,437) (427,108)
Other assets (1,549) (10,276)
Other liabilities 238,483 253,417
Cash used by operating (25,595) (30,063)
activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (103,072) (62,378)
Proceeds from the sale of property 1,282 1,156
and equipment
Acquisitions of businesses, net of (30,011) --
cash acquired
Cash used by investing activities (131,801) (61,222)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in payable to banks 63,095 65,307
Proceeds from long-term debt 98,721 71,903
Repayment of long-term debt (1,337) (2,085)
Dividends paid (7,263) (6,549)
Repurchase of common stock (36,572) (53,998)
Cash provided by financing activities 116,644 74,578
Effect of exchange rate changes on 6,933 (6,811)
cash
Net change in cash and cash (33,819) (23,518)
equivalents
Cash and cash equivalents, beginning 142,246 180,553
of period
Cash and cash equivalents, end of $ 108,427 $ 157,035
period
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 5,493 $ 7,389
Income taxes paid $ 26,181 $ 60,082
The accompanying notes to consolidated financial statements
are an integral part of these statements.
<PAGE>
MANPOWER INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
For the Nine Months Ended September 30, 1998 and 1997
(in thousands, except per share data)
(1) 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 the Company believes 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 the Company's latest
annual report on Form 10-K for the year ended December
31, 1997.
(2) Accounting Policies
During the first quarter of 1998, the Company adopted
Statement of Financial Accounting Standards ("SFAS")
No. 130, "Reporting Comprehensive Income." This
statement establishes standards for the reporting and
display of comprehensive income and its components.
Comprehensive income is the total of net earnings and
all other nonowner changes in stockholders' equity.
Total comprehensive income is as follows:
3 Months Ended 9 Months Ended
September 30, September 30,
1998 1997 1998 1997
Net earnings $ 42,922 $ 52,691 $ 90,784 $ 120,182
Change in cumulative 31,213 (4,235) 25,284 (52,163)
translation adjustments
Total comprehensive $ 74,135 $ 48,456 $116,068 $ 68,019
income
In March of 1998 the American Institute of Certified
Public Accountants issued Statement of
Position 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." This
statement is effective for the Company beginning in
1999 and is not expected to have a material impact on
the Consolidated Financial Statements.
In June of 1998, the Financial Accounting Standards
Board issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement
establishes accounting and reporting standards
requiring that every derivative instrument be recorded
on the balance sheet as either an asset or liability
measured at its fair value. The statement requires
that changes in the derivative's fair value be
recognized currently in earnings unless specific hedge
accounting criteria are met, in which case, the gains
or losses would offset the related results of the
hedged item. This statement is effective for the
Company beginning in 2000, but may be adopted earlier.
The Company has not yet determined the timing or method
of adoption or quantified the impact of adopting this
statement. While the statement could increase
volatility in earnings and other comprehensive income,
it is not expected to have a material impact on the
Consolidated Financial Statements due to the Company's
limited use of derivative instruments.
<PAGE>
(3) Interest Rate Swap
In January of 1998, the Company entered into an
interest rate swap agreement, expiring in 2001, to fix
the interest rate at 6.0% on $50,000 of the Company's
borrowings under the revolving credit agreement. This
swap agreement had an immaterial impact on the recorded
interest expense during the first nine months of 1998.
As of September 30, 1998, the variable interest rate
under the revolving credit agreement was 5.8%.
(4) Operational Results
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.
(5) Earnings Per Share
During 1997 the Company adopted SFAS No. 128, "Earnings
per Share." As a result, the Company's reported
earnings per share for 1997 have been restated. The
calculation of net earnings per share and net earnings
per share - assuming dilution are as follows:
3 Months Ended 9 Months Ended
September 30, September 30,
1998 1997 1998 1997
Net earnings per share:
Net earnings available to $ 42,922 $ 52,691 $ 90,784 $120,182
common shareholders
Weighted average common 80,173 81,819 80,472 81,824
shares outstanding
$ .54 $ .64 $ 1.13 $ 1.47
Net earnings per share -
assuming dilution:
Net earnings available to $ 42,922 $ 52,691 $ 90,784 $120,182
commmon shareholders
Weighted average common 80,173 81,819 80,472 81,824
shares outstanding
Effect of dilutive stock 724 1,772 1,171 1,893
options
80,897 83,591 81,643 83,717
$ .53 $ .63 $ 1.11 $ 1.44
(6) Income Taxes
The Company has provided income taxes for the nine
month period ended September 30, 1998 at a rate of
35.5%, which is equal to the estimated annual effective
tax rate based on the currently available information.
This rate is higher than the effective tax rate for
1997 of 34.2% due to the increase in the corporate
income tax rate in France in 1997, from 36.6% to 41.6%,
and the reduced benefit from the utilization of net
operating loss carryforwards.
<PAGE>
(7) Business Segment Data by Geographical Segment
Geographical segment information is as follows:
3 Months Ended 9 Months Ended
September 30, September 30,
1998 1997 1998 1997
Revenues from services:
United States (a) $ 558,466 $ 523,023 $1,596,038 $1,470,829
France 1,030,525 773,947 2,652,598 1,951,744
United Kingdom 286,319 254,149 789,026 728,137
Other Europe 309,648 221,447 802,693 607,630
Other Countries 192,792 200,454 546,364 527,898
$2,377,750 $1,973,020 $6,386,719 $5,286,238
Earnings before income
taxes:
United States $ 20,839 $ 26,064 $ 56,383 $ 67,846
France 24,164 32,611 54,380 63,629
United Kingdom 14,149 13,088 27,133 27,844
Other Europe 18,462 11,082 31,889 27,611
Other Countries 3,735 10,699 16,353 25,476
Other Corporate (10,640) (9,632) (33,731) (26,018)
Expenses
Operating Profit 70,709 83,912 152,407 186,388
Interest & Other (4,162) (1,119) (11,658) (2,875)
Income (Expense)
$ 66,547 $ 82,793 $ 140,749 $ 183,513
(a) Total systemwide sales in the United States,
which includes sales of Company-owned branches and
franchises, was $931,741 and $875,061 for the three
months ended September 30, 1998 and 1997, and
$2,657,941 and $2,458,325 for the nine months ended
September 30, 1998 and 1997, respectively.
During 1997, the Financial Accounting Standards Board
issued SFAS No. 131, "Disclosure About Segments of an
Enterprise and Related Information." This Statement
will be adopted by the Company as of December 31, 1998
and is not expected to significantly change the current
segment reporting.
(8) Acquisition of Businesses
During 1998, the Company acquired certain franchises
and unrelated companies. The Company also made a final
payment related to the 1996 acquisition of A Teamwork
Sverige AB in Sweden. The total consideration paid
during 1998 for these acquisitions was approximately
$31,000, the majority of which was recorded as
intangible assets and is included in Other assets in
the Consolidated Balance Sheets.
(9) Subsequent Events
On October 22, 1998, the Company's Board of Directors
authorized an additional ten million shares for
repurchase under the Company's share repurchase
program. Stock repurchases may be made from time to
time and may be implemented through a variety of
methods, including open market purchases, block
transactions, privately negotiated transactions,
accelerated share repurchase programs, forward
repurchase agreements or similar facilities. This
additional authorization increases the total shares
that may be
<PAGE>
repurchased to fifteen million shares. As
of September 30, 1998, the Company had repurchased
approximately four million shares under the previous
authorization.
The Company's Board of Directors also declared a cash
dividend of $.10 per share which is payable on December
14, 1998 to shareholders of record on December 3, 1998.
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
Operating Results - Three Months Ended September 30,
1998 and 1997
Revenues increased 20.5% to $2,377.8 million for the
third quarter of 1998. Volume, as measured by billable
hours of branch operations, increased 16.3% in the
quarter. All of the Company's major markets
experienced revenue increases, including the United
States (6.8%), France (29.3% in French Francs) and
Manpower-United Kingdom (10.9% in Pounds Sterling).
Cost of services, which consists of payroll and related
expenses of temporary workers, increased as a
percentage of revenues to 83.3% in the third quarter of
1998 from 82.2% in the third quarter of 1997. In
certain of the Company's European markets, government
employment incentive programs are in place to encourage
employment by providing a credit against payroll taxes
otherwise payable. In France, legislation was enacted
in late 1997 that reduced the amount of such payroll
tax credits beginning in January of 1998. This
reduction is the primary reason for the increased cost
of services in 1998.
Selling and administrative expenses increased to 13.8%
of revenues, from 13.5% of revenues in the third
quarter of 1997. This increase is due to significant
investment in new markets, primarily in Europe, and
infrastructure enhancements in many of the Company's
major markets.
Interest and other expense was $4.2 million in the
third quarter of 1998 compared to $1.1 million in the
third quarter of 1997. This increase is due to a $2.7
million increase in net interest expense and a $.5
million increase in translation losses. Net interest
expense increased in the quarter as a result of higher
borrowing levels to finance the share repurchase
program, acquisitions and the Company's investment in
new markets. The increase in translation losses is due
primarily to losses recognized on the translation of
the net monetary assets of operations in highly
inflationary economies.
The Company provided income taxes at a rate of 35.5%
during the third quarter of 1998, equal to the
estimated annual effective tax rate for 1998. This
rate is slightly higher than the annual effective tax
rate for 1997 due to the increase in the French
corporate income tax rate (see Note 6 to Consolidated
Financial Statements) and the reduced benefit from the
utilization of net operating loss carryforwards.
On a diluted basis, net earnings per share was $.53 in
the third quarter of 1998, compared to $.63 per share
in the third quarter of 1997. The weighted average
shares, assuming dilution, decreased by 2.7 million
shares for the quarter due to the shares that were
repurchased under the Company's share repurchase
program and a smaller effect of dilutive stock options
(see Note 5 to the Consolidated Financial Statements)
because of the lower average share price during the
quarter.
Operating Results - Nine Months Ended September 30,
1998 and 1997
Revenues increased 20.8% to $6,386.7 million for the
first nine months of 1998. Revenues were unfavorably
impacted by changes in currency exchange rates during
the nine months due to the strengthening of the U.S.
Dollar relative to the currencies in most of the
Company's non-U.S. markets. At constant exchange
rates, the increase in revenues would have been 23.8%.
Volume, as measured by billable hours of branch
operations, increased 17.2% in the nine month period.
All of the Company's major
<PAGE>
markets experienced revenue
increases, including the United States (8.5%), France
(39.2% in French Francs) and Manpower-United Kingdom
(7.2% in Pounds Sterling).
Cost of services increased as a percentage of revenues
to 83.0% in the first nine months of 1998 from 82.1% in
the first nine months of 1997. As mentioned above, the
primary reason for the increased cost of services in
1998 is the reduction of payroll tax credits in France.
Selling and administrative expenses increased to 14.6%
of revenues during the first nine months of 1998 from
14.4% of revenues during the first nine months of 1997.
This increase is primarily due to significant
investment in new markets, primarily in Europe, and
headquarters costs and infrastructure enhancements in
many of the Company's major markets.
Interest and other expense was $11.7 million in the
first nine months of 1998 compared to $2.9 million in
the first nine months of 1997. This increase is due to
a $5.4 million increase in net interest expense and a
$2.8 million increase in translation losses. Net
interest expense increased in the period as a result of
higher borrowing levels to finance the share repurchase
program, acquisitions and the Company's investment in
new markets. The increase in translation losses is due
primarily to losses recognized on the translation of
the net monetary assets of operations in highly
inflationary economies.
The Company provided income taxes at a rate of 35.5%
during the first nine months of 1998, equal to the
estimated annual effective tax rate for 1998. This
rate is slightly higher than the annual effective tax
rate for 1997 due to the increase in the French
corporate income tax rate (see Note 6 to Consolidated
Financial Statements) and the reduced benefit from the
utilization of net operating loss carryforwards.
On a diluted basis, net earnings per share was $1.11 in
the first nine months of 1998, compared to $1.44 per
share in the first nine months of 1997. The 1998
earnings were unfavorably impacted $.08 per share due
to the lower currency exchange rates in the first nine
months of 1998 compared to the first nine months of
1997 and $.02 per share due to the increase in the
effective tax rate discussed above. The weighted
average shares, assuming dilution, decreased 2.1
million for the nine month period due to the shares
repurchased under the Company's share repurchase
program and a smaller effect of dilutive stock options
(see Note 5 to the Consolidated Financial Statements)
because of the lower average share price during the
period.
Liquidity and Capital Resources
Cash used by operating activities was $25.6 million in
the first nine months of 1998 compared to
$30.1 million in the first nine months of 1997. This
decrease in cash used reflects the decrease in working
capital requirements between periods, due to the lower
revenue growth rates in many of the Company's major
markets. Working capital requirements were $171.5
million in the first nine months of 1998 compared to
$184.0 million in the first nine months of 1997. Cash
provided by operating activities before the changes in
working capital requirements was $145.9 million in the
first nine months of 1998 compared to $153.9 million in
the first nine months of 1997, reflecting the lower
earnings levels.
Capital expenditures were $103.1 million in the first
nine months of 1998 compared to $62.4 million during
the first nine months of 1997. These expenditures
include capitalized software of $32.7 million and $27.1
million in the first nine months of 1998 and 1997,
respectively. The balance is comprised of purchases of
computer equipment, office furniture and other costs
related to office openings and refurbishments.
During the first nine months of 1998, the Company
acquired certain franchises and unrelated companies.
The Company also made a final payment related to the
1996 acquisition of A Teamwork Sverige AB in Sweden.
The total consideration paid during 1998 for these
acquisitions was approximately $31,000, the majority of
which was recorded as intangible assets.
<PAGE>
Net cash provided from additional borrowings was $160.5
million and $135.1 million in the first nine months of
1998 and 1997, respectively. The additional
borrowings in 1998 were primarily used to support the
working capital growth, investment in new markets,
capital expenditures, acquisitions and repurchase of
the Company's common stock. The additional borrowings
in 1997 were primarily used to support the working
capital growth and the repurchase of the Company's
common stock. The Company repurchased common stock
during the first nine months of 1998 and 1997 at a cost
of $36.6 million and $54.8 million, respectively.
Accounts receivable increased to $1,914.3 million at
September 30, 1998 from $1,437.4 million at December
31, 1997. Of this increase, $58.4 million is due to the
change in exchange rates during the first nine months
of 1998. The remaining increase is primarily due to
the revenue growth in France and many of the Company's
other major markets.
As of September 30, 1998, the Company had borrowings of
$204.1 million and letters of credit of $52.0 million
outstanding under its $415 million U.S. revolving
credit facility, and borrowings of $71.7 million
outstanding under its U.S. commercial paper program.
The commercial paper borrowings have been classified as
long-term debt due to the availability to refinance
them on a long-term basis under the revolving credit
facility.
The Company and some of its foreign subsidiaries
maintain separate lines of credit with foreign
financial institutions to meet short-term working
capital needs. As of September 30, 1998, such lines
totaled
$174.4 million, of which $32.1 million was unused.
In October, the Company's Board of Directors authorized
an additional ten million shares for repurchase under
the Company's share repurchase program. Stock
repurchases may be made from time to time and may be
implemented through a variety of methods, including
open market purchases, block transactions, privately
negotiated transactions, accelerated share repurchase
programs, forward repurchase agreements or similar
facilities. This additional authorization increases the
total shares that may be repurchased to fifteen million
shares. As of September 30, 1998, the Company had
repurchased approximately four million shares under the
previous authorization.
The Company's Board of Directors also declared a cash
dividend of $.10 per share which is payable on December
14, 1998 to shareholders of record on December 3, 1998.
Information Technology
Much of the software currently used by the Company will
require modification to properly process data after
December 31, 1999 (the `Year 2000 Issues'). In all
significant locations where the Company operates,
assessments have been done to determine what
modifications will be required. In addition, detailed
plans and timetables have been developed to complete
and test the necessary remediation. The Company
expects to have the majority of all remediation and
testing completed prior to June 30, 1999. The Company
is also in the process of converting and upgrading many
of its internal information systems to meet changing
customer requirements. The Company presently believes
that with these conversions and upgrades, and the
remediation efforts to existing systems, all
significant Year 2000 Issues will be addressed. To
date, the Company has used both internal and external
resources for the assessment, remediation and testing
of its systems. As of September 30, 1998,
approximately $2.5 million has been expensed related to
this assessment and remediation. The total expense is
estimated to be $7 million to $12 million. These costs
are not expected to have a material impact on the
Company's financial position, results of operations or
cash flows. The Company is also in the process of
contacting significant vendors and large customers to
determine the extent to which the Company is vulnerable
to those third parties' potential failure to remediate
their own systems to address Year 2000 Issues. While
the Company does not
<PAGE>
anticipate any such problems,
failure by other companies or governmental entities to
remediate their systems on a timely basis could have a
material adverse effect on the Company. The Company is
currently evaluating the reasonably likely worst case
scenario if its information technology and non-information
technology systems do not function as a result of Year
2000 Issues. The Company is also in the process of
evaluating and developing contingency plans for Year
2000 risks.
On January 1, 1999, eleven of the fifteen member
countries of the European Union (the "participating
countries") are scheduled to establish fixed conversion
rates between their existing sovereign currencies (the
"legacy currencies") and the euro. The participating
countries have agreed to adopt the euro as their common
legal currency on that date. Following introduction of
the euro, the legacy currencies are scheduled to remain
legal tender in the participating countries as
denominations of the euro between January 1, 1999 and
January 1, 2002 (the "transition period"). During the
transition period, public and private parties may pay
for goods and services using either the euro or the
participating country's legacy currency. The Company is
currently assessing the impact of the euro in its
business operations in all participating countries.
Since the Company's labor costs and prices are
generally determined on a local basis, the near-term
impact of the euro is expected to be related to
meeting customer invoicing requirements and making
internal information systems modifications. Such
modifications relate to converting currency values and
to operating in a dual currency environment during the
transition period. Modifications of internal
information systems will occur throughout the
transition period and will be coordinated with other
system-related upgrades and enhancements. The Company
will expense all such system modification costs as
incurred and does not expect such costs to be material
to the Company's financial results.
The Company has made significant investments in
information technology systems (both hardware and
software) in the last several years in order to keep
pace with the rapid growth of the business and to
service larger and more complex customer arrangements.
The Company is currently engaged in the development of
new proprietary information systems for branch office
administration, invoicing and payroll. These systems
are in the process of being developed and are in the
early stages of implementation and deployment. As of
September 30, 1998, the Company had capitalized
approximately $77 million in software development costs
which is included in Other assets in the Consolidated
Balance Sheets. As with any complex system design and
implementation effort, there are various risks and
uncertainties, including whether such systems will meet
performance expectations and whether they can be
implemented on schedule. The Company regularly reviews
the carrying value of all capitalized software and,
under applicable accounting guidelines, is required to
recognize a loss if the unamortized balance is
considered unrealizable. The Company has determined
that no such adjustment is currently required.
Forward-Looking Statements
Certain information included or incorporated by
reference in this filing and identified by use of the
words `expects,' `believes,' `plans' or the like
constitutes forward-looking statements, as such term is
defined in Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934.
In addition, any information included or incorporated
by reference in future filings by the Company with the
Securities and Exchange Commission, as well as
information contained in written material, releases and
oral statements issued by or on behalf of the Company
may include forward-looking statements. All statements
which address operating performance, events or
developments that the Company expects or anticipates
will occur or future financial performance are forward-
looking statements.
<PAGE>
These forward-looking statements speak only as of the
date on which they are made. They rely on a number of
assumptions concerning future events and are subject to
a number of risks and uncertainties, many of which are
outside of the Company's control, that could cause
actual results to differ materially from such
statements. These risks and uncertainties include, but
are not limited to:
material changes in the demand from larger
customers, including customers with which
the Company has national or global arrangements
availability of temporary workers or increases in
the wages paid to these workers
competitive market pressures, including pricing
pressures
ability to successfully invest in and implement
information systems
unanticipated technological changes, including
obsolescence or impairment of information systems
changes in customer attitudes toward the use of
staffing services
government or regulatory policies adverse to the
employment services industry
general economic conditions in international
markets
interest rate and exchange rate fluctuations
The Company disclaims any obligation to update publicly
or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Item 3 - Quantitative and Qualitative Disclosures About
Market Risk
The Company's annual report on Form 10-K contains
certain disclosures about market risks affecting the
Company. There have been no material changes to the
information provided which would require additional
disclosures as of the date of this filing.
<PAGE>
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K - None
<PAGE>
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 12, 1998 /s/ Michael J. Van Handel
--------------------------
Michael J. Van Handel
Senior Vice President
Chief Financial
Officer, Treasurer and
Secretary
(Signing on behalf of
the Registrant)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS
SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE FINANCIAL
STATEMENTS OF THE REGISTRANT
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL
STATEMENTS.
<MULTIPLIER> 1,000
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 108,427
<SECURITIES> 0
<RECEIVABLES> 1,914,286
<ALLOWANCES> 41,998
<INVENTORY> 0
<CURRENT-ASSETS> 2,123,294
<PP&E> 385,576
<DEPRECIATION> 213,575
<TOTAL-ASSETS> 2,581,988
<CURRENT-LIABILITIES> 1,355,412
<BONDS> 284,004
0
0
<COMMON> 832
<OTHER-SE> 698,554
<TOTAL-LIABILITY-AND-EQUITY> 2,581,988
<SALES> 0
<TOTAL-REVENUES> 6,386,719
<CGS> 0
<TOTAL-COSTS> 5,300,874
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 10,510
<INTEREST-EXPENSE> 13,171
<INCOME-PRETAX> 140,749
<INCOME-TAX> 49,965
<INCOME-CONTINUING> 90,784
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 90,784
<EPS-PRIMARY> 1.13
<EPS-DILUTED> 1.11
</TABLE>
