<PAGE> 1
- --------------------------------------------------------------------------------
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:
MARCH 31, 2000
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.
<TABLE>
<CAPTION>
SHARES OUTSTANDING
CLASS AT MARCH 31, 2000
-------- -----------------------
<S> <C>
Common Stock, $.01 par value 75,929,065
</TABLE>
- --------------------------------------------------------------------------------
<PAGE> 2
MANPOWER INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
PAGE
NUMBER
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
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- 9
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations...........................10 - 12
Item 3 Quantitative and Qualitative Disclosures About Market Risk.....................12
PART II OTHER INFORMATION AND SIGNATURES
Item 5 Other Information..............................................................14
Item 6 Exhibits and Reports on Form 8-K...............................................14
Signatures ...............................................................................15
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
MANPOWER INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS)
ASSETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
------------------ -------------------
(unaudited)
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 157.1 $ 241.7
Accounts receivable, less allowance for
doubtful accounts of $49.2 and $47.1, respectively 1,875.9 1,897.6
Prepaid expenses and other assets 73.6 66.0
Future income tax benefits 51.5 52.0
------------------ -------------------
Total current assets 2,158.1 2,257.3
OTHER ASSETS:
Investments in licensees 37.5 37.0
Intangible assets, less accumulated amortization of
$18.5 and $16.3, respectively 189.6 89.4
Other assets 151.8 152.6
------------------ -------------------
Total other assets 378.9 279.0
PROPERTY AND EQUIPMENT:
Land, buildings, leasehold improvements and equipment 425.9 416.1
Less: accumulated depreciation and amortization 243.7 233.7
------------------ -------------------
Net property and equipment 182.2 182.4
------------------ -------------------
Total assets $ 2,719.2 $ 2,718.7
================== ==================-
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these balance sheets.
3
<PAGE> 4
MANPOWER INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS, EXCEPT SHARE DATA)
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
------------------ ------------------
(unaudited)
CURRENT LIABILITIES:
<S> <C> <C>
Accounts payable $ 454.6 $ 388.0
Employee compensation payable 70.8 71.9
Accrued liabilities 184.0 180.2
Accrued payroll taxes and insurance 300.6 340.9
Value added taxes payable 288.3 305.6
Short-term borrowings and current maturities of long-term debt 56.9 131.5
------------------ ------------------
Total current liabilities 1,355.2 1,418.1
OTHER LIABILITIES:
Long-term debt 418.8 357.5
Other long-term liabilities 297.9 292.5
------------------ ------------------
Total other liabilities 716.7 650.0
SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value, authorized 25,000,000 shares,
none issued
Common stock, $.01 par value, authorized 125,000,000 shares,
issued 84,489,365 and 84,272,460 shares, respectively 0.8 0.8
Capital in excess of par value 1,625.9 1,621.4
Accumulated deficit (627.3) (653.0)
Accumulated other comprehensive income (loss) (114.5) (88.8)
Treasury stock at cost, 8,560,300 and 8,286,400 shares, respectively (237.6) (229.8)
------------------ ------------------
Total shareholders' equity 647.3 650.6
------------------ ------------------
Total liabilities and shareholders' equity $ 2,719.2 $ 2,718.7
================== ==================
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these balance sheets.
4
<PAGE> 5
MANPOWER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
3 MONTHS ENDED
MARCH 31,
---------------------------------
2000 1999
---------------- ---------------
<S> <C> <C>
Revenues from services $ 2,568.3 $ 2,175.2
Cost of services 2,122.3 1,795.0
---------------- ---------------
Gross profit 446.0 380.2
Selling and administrative expenses 395.5 343.4
---------------- ---------------
Operating profit 50.5 36.8
Interest and other expense 10.8 4.8
---------------- ---------------
Earnings before income taxes 39.7 32.0
Provision for income taxes 14.1 11.4
---------------- ---------------
Net earnings $ 25.6 $ 20.6
================ ===============
Net earnings per share $ 0.34 $ 0.26
================ ===============
Net earnings per share - diluted $ 0.33 $ 0.26
================ ===============
Weighted average common shares 76.1 79.0
================ ===============
Weighted average common shares - diluted 77.2 79.8
================ ===============
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these statements.
- --------------------------------------------------------------------------------
SUPPLEMENTAL SYSTEMWIDE INFORMATION (UNAUDITED)
(IN MILLIONS)
<TABLE>
<CAPTION>
3 MONTHS ENDED
MARCH 31,
---------------------------------
2000 1999
---------------- ---------------
<S> <C> <C>
Systemwide Sales $ 2,972.5 $ 2,562.5
================ ===============
</TABLE>
Systemwide information represents the total of Company-owned branches and
franchises.
5
<PAGE> 6
MANPOWER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN MILLIONS)
<TABLE>
<CAPTION>
3 MONTHS ENDED
MARCH 31,
--------------------------------
2000 1999
---------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net earnings $ 25.6 $ 20.6
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 17.9 17.7
Deferred income taxes 0.5
Provision for doubtful accounts 5.9 3.0
Changes in operating assets and liabilities:
Accounts receivable (15.4) 65.5
Other assets (2.0) 2.8
Other liabilities 50.9 (24.0)
---------------- ----------------
Cash provided by operating activities 82.9 86.1
---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (17.4) (21.3)
Acquisitions of businesses, net of cash acquired (121.9) (2.2)
Proceeds from the sale of property and equipment 1.4 0.6
---------------- ----------------
Cash used by investing activities (137.9) (22.9)
---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in payable to banks (81.3) (64.0)
Proceeds from long-term debt 151.1 0.1
Repayment of long-term debt (80.6) ( 5.1)
Proceeds from stock option and purchase plans 4.5 4.3
Repurchase of common stock (7.8) -
---------------- ----------------
Cash used by financing activities (14.1) (64.7)
---------------- ----------------
Effect of exchange rate changes on cash (15.5) (5.4)
---------------- ----------------
Net change in cash and cash equivalents (84.6) (6.9)
Cash and cash equivalents, beginning of period 241.7 180.5
---------------- ----------------
Cash and cash equivalents, end of period $ 157.1 $ 173.6
================ ================
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 4.6 $ 3.9
================ ================
Income taxes paid $ 11.9 $ 14.2
================ ================
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these statements.
6
<PAGE> 7
MANPOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(IN MILLIONS, 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 1999 Annual Report
to Shareholders.
The information furnished reflects all adjustments that, in the opinion of
management, are necessary for a fair statement of the results of operations for
the periods presented. Such adjustments are of a normal recurring nature.
(2) Reclassifications
Certain amounts in the 1999 consolidated financial statements have been
reclassified to be consistent with the current year presentation.
(3) Acquisitions
During January 2000, the Company acquired Elan Group Limited ("Elan"), a
European specialty IT staffing company with significant operations in the U.K.
and several other countries throughout the world. As of March 31, 2000, the
total consideration paid for Elan was approximately $104.7. In addition, there
is approximately $44.0 in deferred consideration expected to be paid during the
remainder of 2000 and 2001. This transaction was accounted for as a purchase and
the excess of the purchase price over the fair value of net assets acquired was
recorded as intangible assets. The March 31, 2000 consolidated financial
statements reflect the preliminary purchase price accounting for this
acquisition.
During the first quarter of 2000, the Company also acquired and invested in
several companies throughout the world. The total consideration paid for such
transactions was $25.7 as of March 31, 2000, the majority of which was recorded
as intangible assets.
(4) Income Taxes
The Company has provided for income taxes for the three month period ended March
31, 2000 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 U.S. Federal statutory rate due to foreign tax rate differences and U.S.
state income taxes.
(5) Euro Notes
On March 7, 2000, the Company issued Euro 150.0 in unsecured notes, due March
2005, with an effective interest rate of 6.3%. Net proceeds of $143.1 from the
issuance were used to repay amounts under the Company's unsecured revolving
credit agreement.
These notes, along with other Euro borrowings, provide a hedge of a portion of
the Company's net investment in its European subsidiaries with Euro functional
currencies. As a result, all translation gains or
7
<PAGE> 8
losses related to these notes are included as a component of Accumulated other
comprehensive income (loss).
(6) Earnings Per Share
The calculations of net earnings per share and net earnings per share - diluted
are as follows:
<TABLE>
<CAPTION>
3 MONTHS ENDED
MARCH 31,
-------------------------
2000 1999
------------ ------------
Net earnings per share:
<S> <C> <C>
Net earnings available to common shareholders $ 25.6 $ 20.6
Weighted average common shares outstanding 76.1 79.0
------------ ------------
$ 0.34 $ 0.26
============ ============
Net earnings per share - diluted:
Net earnings available to common shareholders $ 25.6 $ 20.6
Weighted average common shares outstanding 76.1 79.0
Effect of dilutive stock options 1.1 0.8
------------ ------------
77.2 79.8
------------ ------------
$ 0.33 $ 0.26
============ ============
</TABLE>
(7) Retirement Plans
On February 29, 2000, the Company froze all benefits in each of its U.S. defined
benefit pension plans. The Company also offered a voluntary early retirement
package and certain other benefits to eligible employees. These benefits are
expected to be paid from the respective defined benefit pension plans. In
addition, the Company will no longer provide medical and dental benefits under
its U.S. retiree health care plan to newly retired employees who, as of January
1, 2000, were under the age of 45 or had less than five years of service. The
net impact of these plan changes were not material to the consolidated financial
statements.
(8) Shareholders' Equity
Total comprehensive income (loss) consists of net earnings and foreign currency
translation adjustments and is as follows:
<TABLE>
<CAPTION>
3 MONTHS ENDED
MARCH 31,
-------------------------
2000 1999
------------ ------------
<S> <C> <C>
Net earnings $ 25.6 $ 20.6
Foreign currency translation adjustments (25.7) (41.3)
------------ ------------
Total comprehensive income (loss) $ (0.1) $ (20.7)
============ ============
</TABLE>
(9) Interest and Other Expense
Interest and other expense consists of the following:
8
<PAGE> 9
<TABLE>
<CAPTION>
3 MONTHS ENDED
MARCH 31,
-------------------------
2000 1999
------------ ------------
<S> <C> <C>
Interest expense $ 7.9 $ 3.9
Interest income (2.0) (2.2)
Foreign exchange losses 1.1 1.0
Loss on sale of accounts receivable 3.2 2.3
Miscellaneous, net 0.6 (0.2)
------------ ------------
Total $ 10.8 $ 4.8
============ ============
</TABLE>
(10) Business Segment Data by Geographical Area
Geographical segment information is as follows for the three months ended March
31:
<TABLE>
<CAPTION>
2000 1999
------------ ------------
Revenues from services:
<S> <C> <C>
United States (a) $ 563.9 $ 515.8
France 913.6 828.0
United Kingdom 365.0 272.8
Other Europe 459.5 361.0
Other Countries 266.3 197.6
------------ ------------
$ 2,568.3 $ 2,175.2
============ ============
Operating Unit Profit:
United States $ 15.4 $ 13.3
France 20.8 13.4
United Kingdom 8.0 6.9
Other Europe 14.7 10.1
Other Countries 3.7 2.4
------------ ------------
62.6 46.1
Corporate expenses 8.5 7.7
Amortization of intangible assets 3.6 1.6
Interest and other expense 10.8 4.8
------------ ------------
Earnings before income taxes $ 39.7 $ 32.0
============ ============
</TABLE>
(a) Total systemwide sales in the United States, which includes sales of
Company-owned branches and franchises, were $922.1 and $850.4 for the
three months ended March 31, 2000 and 1999, respectively.
(11) Subsequent Event
On April 17, 2000, the Company's Board of Directors declared a cash dividend of
$0.10 per share which is payable on June 14, 2000 to shareholders of record on
June 2, 2000.
9
<PAGE> 10
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations
Operating Results - Three Months Ended March 31, 2000 and 1999
Revenues increased 18.1% to $2,568.3 million for the first quarter of 2000.
Revenues were unfavorably impacted by changes in currency exchange rates during
the first quarter of 2000 due to the strengthening of the U.S. Dollar, as
compared to the first quarter of 1999, 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 25.8%. Volume, as measured by billable hours of branch
operations, increased 16.7% in the quarter. All of the Company's major markets
experienced revenue increases, as measured in their local currencies, including
the United States (9.3%), France (25.5%) and the United Kingdom (36.3%). The
revenue increase in the United Kingdom was impacted by the Elan acquisition (see
Note 3 to the Consolidated Financial Statements). Excluding the impact of this
acquisition, the revenue increase in the United Kingdom would have been 14.0% in
local currency. The Company's Other Europe and Other Countries segments reported
constant currency revenue increases of 40.8% and 28.5%, respectively.
Cost of services, which consists of payroll and related expenses of temporary
workers, increased as a percentage of revenues to 82.6% in the first quarter of
2000 from 82.5% in the first quarter of 1999. This fluctuation is primarily due
to continued pricing pressures and changes in business mix.
Selling and administrative expenses increased 15.2% to $395.5 million in the
first quarter of 2000 compared to the same period in 1999. As a percent of
revenue, selling and administrative expenses decreased to 15.4% in the first
quarter of 2000 from 15.8% in the first quarter of 1999, due primarily to the
Company's continued cost control efforts. This decrease was realized despite the
Company's continued investments in new or expanding markets and an increase in
France's business tax (taxe professionnelle).
Interest and other expense was $10.8 million in the first quarter of 2000
compared to $4.8 million in the first quarter of 1999. This increase is
primarily due to an increase in interest expense related to the higher borrowing
levels needed to finance the acquisitions made during the first quarter of 2000,
the share repurchase program and the continued investments in new or expanding
markets.
The Company provided for income taxes at 35.5%, which is equal to the estimated
annual effective tax rate based on the currently available information. This
rate is higher than the U.S. Federal statutory rate due to foreign tax rate
differences and U.S. state income taxes.
On a diluted basis, net earnings per share was $0.33 in the first quarter of
2000 compared to $0.26 in the first quarter of 1999. The net earnings per share,
on a diluted basis, for the first quarter of 2000 was negatively impacted by
$0.05 due to changes in exchange rates. The diluted weighted average shares
decreased by 3.3% for the first quarter of 2000, as compared to the first
quarter of 1999, due to the Company's share repurchases.
Liquidity and Capital Resources
Cash provided by operating activities was $82.9 million in the first quarter of
2000 compared to $86.1 million in the first quarter of 1999. This change
reflects the increased earnings in the first quarter of 2000, offset by the
change in working capital requirements between periods. Cash provided by
operating activities before the changes in working capital requirements was
$49.4 million in the first quarter of 2000 compared to $41.8 million in the
first quarter of 1999 due to the higher earnings level. Cash provided by changes
in working capital requirements was $33.5 million and $44.3 million in the first
quarter of 2000 and 1999, respectively.
10
<PAGE> 11
Capital expenditures were $17.4 million in the first quarter of 2000 compared to
$21.3 million during the first quarter of 1999. These expenditures were
comprised of purchases of computer equipment, office furniture and other costs
related to office openings and refurbishments.
During January 2000, the Company acquired Elan Group Limited ("Elan"), a
European specialty IT staffing company with significant operations in the U.K.
and several other countries throughout the world. As of March 31, 2000, the
total consideration paid for Elan was approximately $104.7. In addition, there
is approximately $44.0 in deferred consideration expected to be paid during the
remainder of 2000 and 2001.
During the first quarter of 2000, the Company also acquired and invested in
several companies throughout the world. The total consideration paid for such
transactions was $25.7 as of March 31, 2000.
Net cash used to repay borrowings was $10.8 million and $69.0 million in the
first quarter of 2000 and 1999, respectively. The Company repurchased 274,000
common shares at a cost of $7.8 million during the first quarter of 2000.
Accounts receivable decreased to $1,875.9 million at March 31, 2000 from
$1,897.6 million at December 31, 1999. This decrease is primarily due to the
effect of the change in currency exchange rates during the first quarter of
2000, which negatively impacted the receivable balance by $73.0 million, offset
by the growth in many of the Company's foreign markets and the impact of recent
acquisitions. In addition, the amount advanced under the Company's U.S.
Receivable Facility was reduced by $30.0 million during the first quarter of
2000.
As of March 31, 2000, the Company had borrowings of $71.7 million and letters of
credit of $59.0 million outstanding under its $415.0 million U.S. revolving
credit facility, and borrowings of $6.1 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.
On March 7, 2000, the Company issued Euro 150.0 million in unsecured notes, due
March 2005, with an effective interest rate of 6.3%. Net proceeds of $143.1
million from the issuance were used to repay amounts under the Company's U.S.
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 March 31, 2000, such lines totaled $168.5 million, of which $115.7
million was unused.
In April, the Company's Board of Directors declared a cash dividend of $0.10 per
share which is payable on June 14, 2000 to shareholders of record on June 2,
2000.
The Euro
On January 1, 1999, eleven of the fifteen member countries of the European Union
(the "participating countries") established fixed conversion rates between their
existing sovereign currencies (the "legacy currencies") and the Euro and have
agreed to adopt the Euro as their common legal currency. The legacy currencies
will 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.
Beginning on January 1, 2002, Euro-denominated bills and coins will be issued
and legacy currencies will be withdrawn from circulation.
The Company has significant operations in many of the participating countries
and is currently assessing the impact of the Euro on its business operations.
Since the Company's labor costs and prices are
11
<PAGE> 12
generally determined on a local basis, the near-term impact of the Euro is
expected to be primarily related to making internal information systems
modifications to meet customer invoicing and external reporting requirements.
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.
On a long-term basis, the Company believes that the introduction of the Euro may
cause a greater level of price harmonization between participating countries,
notwithstanding certain country-specific costs. In addition, the Company expects
to begin paying permanent employees and temporary workers in the participating
countries in Euro during 2001.
The Company will account for all such system modification costs in accordance
with its existing policy and does not expect such costs to be material to the
Company's consolidated financial statements.
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.
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 workers with the skills required by
customers
- - increases in the wages paid to temporary workers
- - competitive market pressures, including pricing pressures and the expansion
into new markets or service lines
- - 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, tax or regulatory policies adverse to the employment services
industry
- - general economic conditions in international markets
- - interest rate and exchange rate fluctuations
- - difficulties related to acquisitions, including integrating the acquired
companies and achieving the expected benefits
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.
12
<PAGE> 13
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
The Company's 1999 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.
13
<PAGE> 14
PART II - OTHER INFORMATION
Item 5 - Other Information
The Company's proxy statement for the Annual Meeting of Shareholders
held on April 17, 2000 incorrectly stated that Newton Minow failed to
file a required Form 5 to report a gift of approximately 16 shares of
the Company's common stock in 1999. Mr. Minow did not make such a gift
during 1999, and therefore Mr. Minow was not required to file a Form 5
to report such a transaction.
On March 7, 2000, the Company issued Euro 150.0 million in unsecured
notes ("Notes") with an effective interest rate of 6.3%, due in March
2005. The Notes were offered outside the United States in reliance on
Regulation S under the Securities Act of 1933, as amended, through a
group of underwriters led by Goldman Sachs International. The Company
applied to list the Notes on the Luxembourg Stock Exchange.
Item 6 - Exhibit and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
The Company filed one current report on Form 8-K on February 16,
2000 with respect to Item 5 - Other Events for the period ended
February 15, 2000.
14
<PAGE> 15
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: May 12, 2000 /s/ Michael J. Van Handel
--------------------------------------
Michael J. Van Handel
Senior Vice President, Chief Financial
Officer, and Secretary (Signing on
behalf of the Registrant and as the
Principal Financial Officer and
Principal Accounting Officer)
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF THE REGISTRANT AS OF AND FOR THE THREE MONTHS ENDED
MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS. ALL AMOUNTS BELOW, EXCEPT FOR EPS FIGURES, HAVE BEEN ROUNDED TO THE
NEAREST HUNDRED.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 157,100
<SECURITIES> 0
<RECEIVABLES> 1,875,900
<ALLOWANCES> 49,200
<INVENTORY> 0
<CURRENT-ASSETS> 2,158,100
<PP&E> 425,900
<DEPRECIATION> 243,700
<TOTAL-ASSETS> 2,719,200
<CURRENT-LIABILITIES> 1,355,200
<BONDS> 418,800
0
0
<COMMON> 800
<OTHER-SE> 646,500
<TOTAL-LIABILITY-AND-EQUITY> 2,719,200
<SALES> 0
<TOTAL-REVENUES> 2,568,300
<CGS> 0
<TOTAL-COSTS> 2,122,300
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 5,900
<INTEREST-EXPENSE> 7,900
<INCOME-PRETAX> 39,700
<INCOME-TAX> 14,100
<INCOME-CONTINUING> 25,600
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,600
<EPS-BASIC> 0.34
<EPS-DILUTED> 0.33
</TABLE>
