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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934: For the fiscal year ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 1-10686
MANPOWER INC.
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1672779
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5301 NORTH IRONWOOD ROAD
MILWAUKEE, WISCONSIN 53217
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 961-1000
Securities registered pursuant to Section 12(b) of the Act:
Name of Exchange on
Title of each class which registered
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Common Stock, $.01 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by nonaffiliates of
the registrant was $2,557,167,160 as of February 28, 2002. As of February 28,
2002, there were 76,265,501 of the registrant's shares of common stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part I and Part II incorporate information by reference from the Annual
Report to Shareholders for the fiscal year ended December 31, 2001. Part III is
incorporated by reference from the Proxy Statement for the Annual Meeting of
Shareholders to be held on April 30, 2002.
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PART I
The terms "Manpower," "we," "our," "us," or "the Company" refer to
Manpower Inc. or Manpower Inc. and its consolidated subsidiaries, as appropriate
in the context.
ITEM 1. BUSINESS
Introduction and History
We are a global staffing leader delivering high-value staffing and
workforce management solutions worldwide. Through a systemwide network of over
3,900 offices in 61 countries, we provide a wide range of human resource
services, including:
o professional, specialized, office and industrial staffing,
o temporary and permanent employee testing, selection, training and
development,
o internal audit, accounting, technology and tax services, and
o organizational-performance consulting.
We provide services to a wide variety of customers, none of which
individually comprise a significant portion of revenues within a given
geographic region or for us as a whole.
We have a comprehensive system of assessment/selection, training and
quality assurance used by our temporary staffing operations throughout the
world. The system has been developed through a combination of internally
designed and produced materials and materials purchased from external companies
through exclusive contracts. Modifications are made, as necessary, to reflect
differences in language, culture and business practices of each region or
country.
We were organized in 1991 as a holding company to acquire Manpower PLC,
which indirectly owned Manpower International Inc. Manpower International Inc.
was our primary operating subsidiary until June 30, 1996, when it was merged
into us. The predecessor of Manpower International Inc. was organized in 1948
and its shares were listed on the New York Stock Exchange (the "NYSE") in 1962.
Our principal executive offices are located at 5301 North Ironwood
Road, Milwaukee, Wisconsin 53217 (telephone: 414-961-1000).
OUR OPERATIONS
United States
In the United States, our operations under the Manpower brand are
carried out through both branch and franchise offices. Branch offices are owned
by us. We had 719 branch and 402 franchise offices in the United States at
December 31, 2001. We provide a number of central support services to our
branches and franchises, which enable us to maintain consistent service quality
throughout the United States regardless of whether an office is a branch or
franchise. We provide customer invoicing and payroll processing of our temporary
employees for all branch offices and a majority of our franchise offices through
our Milwaukee headquarters.
Our franchise agreements provide the franchisee with the right to use
the Manpower(R) service mark and associated marks in a specifically defined
exclusive territory. In the United States, franchise fees range from 2-3% of
franchise sales. Our franchise agreements provide that in the event of a
proposed sale of a franchise to a third party, we have the right to repurchase
the franchise at the same price and on the same terms as proposed by the third
party. We frequently exercise this right and intend to continue to do so in the
future if opportunities arise with appropriate prices and terms.
In the United States, our Manpower branch operations are primarily
related to providing temporary employment services. During 2001, approximately
41% of our United States temporary help revenues were derived from placing
office staff, including contact center staff, 39% from placing industrial staff
and 20% from placing professional and technical staff.
We also conduct business in the United States under our Jefferson Wells
and Empower brands. These operations are discussed further in the "Other"
section.
France
We are a leading temporary employment service provider in France. We
conduct our operations in France through over 929 branch offices under the name
of Manpower and 56 branch offices under the name Supplay.
The temporary services market in France is predominately industrial. In
2001, we derived approximately 70% of our revenue in France from the industrial
sector, 14% from the construction sector 16% from the office sector.
United Kingdom
We are a leading supplier of temporary employment services in the
United Kingdom. As of December 31, 2001, we conducted operations in the United
Kingdom through 160 branch offices under the Manpower brand, which we refer to
as Manpower UK.
Manpower UK also offers temporary employment services in the office,
contact center, industrial, and technical markets. Manpower UK is a leading
company in the United Kingdom for the provision of managed services, project
work and subcontracted activities. During 2001, approximately 40% of Manpower
UK's revenues were derived from the supply of office staff, including contact
center staff, 35% from the supply of industrial staff, 15% from the supply of
technical staff.
We also own Brook Street Bureau PLC, or Brook Street, which operates
through a total of 126 branch offices, separately from the Manpower brand. Brook
Street is based in the United Kingdom. Its core business is secretarial, office
and light industrial recruitment, with niche operations in accountancy, finance
and social care recruitment. Brook Street operates as a local network of
branches supported by a national head office and competes primarily with local
or regional independents. In 2001, approximately 88% of its revenues were
derived from temporary placements and 12% were derived from permanent
placements.
In January 2000, we acquired Elan Group Ltd., or Elan, a leading
provider of IT staffing solutions based in the United Kingdom. Elan operates
through 22 branch offices in the United Kingdom and Ireland, throughout mainland
Europe and in Hong Kong.
Other Europe
We operate through 967 branch offices and 54 franchise offices in other
European countries. The largest of these operations are located in Italy,
Sweden, Norway, The Netherlands, Germany, Spain, Israel and Belgium, all of
which operate through branch offices, and Switzerland, which is a 49% owned
franchise. We are a leading provider of human resource services in continental
Europe.
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Other
We operate under the Manpower name through 406 branch offices and 27
franchise offices in the other markets of the world. The largest of these
operations are located in Japan, Australia and Mexico, all of which operate
through branch offices, and Canada, which operates through branch and franchise
offices. Other significant operations are located in 15 countries in Central and
South America and in 9 countries throughout Asia. In most of these countries, we
primarily supply temporary workers to the industrial, general office and
technical markets.
During 2000, we launched the Empower Group, or Empower, an independent
operating division, that provides organizational performance consulting services
to multi-national corporations worldwide. Empower is based in London and has 24
branch offices in 14 countries worldwide. The largest operations are located in
Australia, New Zealand, Scandinavia, Singapore, United Kingdom and the United
States.
During 2001, we acquired Jefferson Wells International, Inc., a
professional services provider of internal audit, accounting, technology and tax
services. It operates through a network of nearly 30 branch offices throughout
the United States and Canada.
COMPETITION
The temporary employment services market throughout the world is highly
competitive and highly fragmented with more than 15,000 firms competing in the
industry throughout the world. In addition to us, the largest publicly owned
companies specializing in temporary employment services are Adecco, S.A.
(Switzerland), Vedior N.V. (Netherlands), Randstad Holding N.V. (Netherlands)
and Kelly Services, Inc. (U.S.).
Historically, in periods of economic prosperity, the number of firms
operating in the temporary help industry has increased significantly due to the
combination of a favorable economic climate and low barriers to entry.
Recessionary periods generally result in a reduction in the number of
competitors through consolidation and closures, however, historically this
reduction has proven to be for a limited time as the following periods of
economic recovery have led to a return to growth in the number of competitors.
In the temporary staffing industry, competition is often limited to
firms with offices located within a customer's particular local market because
temporary employees (aside from certain employees in the professional services
segment) are generally unwilling to travel long distances. In most major
markets, competitors generally include many of the publicly traded companies and
numerous regional and local competitors, some of which may operate only in a
single market. Governmental entities or agencies, such as state employment
offices in the United Kingdom and many European countries may also compete in
some markets.
Since client companies rely on temporary employment firms having
offices within the local area in which they operate, competition varies from
market-to-market and country-to-country. In most areas, no single company has a
dominant share of the market. Many client companies use more than one temporary
employment services provider; however, in recent years, the practice of using a
limited number of temporary suppliers, a sole temporary supplier or a primary
supplier has become an increasingly important factor among the largest
customers. These sole supplier relationships can have a significant impact on
our revenue and operating profit growth as volume reductions by such customers,
whether related to economic factors or otherwise, could have an adverse effect
on our results in any period.
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Methods of Competition
Temporary staffing firms act as intermediaries in matching available
temporary workers to employer assignments. As a result, temporary staffing firms
compete both to recruit and retain a supply of workers and to attract customers
to employ temporary employees. Competition is generally limited to firms having
offices located in a specific local geographic market. Depending on the economy
of a particular market at any point in time, it may be necessary for us to place
greater emphasis on recruitment and retention of temporary workers or marketing
to customers. We recruit temporary workers through a wide variety of means,
principally personal referrals and advertisements and by providing an attractive
compensation package in jurisdictions where such benefits are not otherwise
required by law, including health insurance, vacation and holiday pay, incentive
and pension plans and a recognition program. We also use certain online
resources, through structured relationships, to help in our recruiting efforts.
Methods used to market temporary services to customers vary depending
on the customer's perceived need for temporary workers, the local labor supply,
the length of assignment and the number of workers required. Depending on these
factors, we compete by means of quality of service provided, scope of service
offered and price. In the temporary help industry, quality is measured primarily
by the ability to effectively match an individual worker to a specific
assignment, as well as the rate of and promptness in filling an order. Success
in providing a high quality service is a function of the ability to access a
large supply of available temporary workers, select suitable individuals for a
particular assignment and, in some cases, train available workers in skills
required for an assignment.
An important aspect in the selection of a temporary worker for an
assignment is the ability of the temporary services firm to identify the skills,
knowledge, abilities, and personal characteristics of a temporary worker and
match their competencies or capabilities to an employer's requirements. We have
developed a variety of proprietary programs, for identifying and assessing the
skill level of our temporary workers, which are used in selecting a particular
individual for a specific assignment. The programs include:
o Ultraskill(R) -- for clerical skills,
o Sureskill -- for office automation skills such as word
processing, spreadsheet, and presentation graphics,
o Ultradex -- for several important light industrial skills,
o Predicta -- for critical general office skills,
o Teleskill -- for customer service and contact center skills,
o Linguaskill -- for language skills, and
o Phoneskill -- for verbal communication skills.
We believe that our assessment systems enable us to offer a higher
quality service by increasing productivity, decreasing turnover and reducing
absenteeism.
During 2000, we formed a strategic alliance with SHL Group PLC, or SHL,
a leading provider of psychometric testing products and related services for
employee selection, assessment and development. SHL is based in the United
Kingdom and its products are assisting us in expanding the level and range of
services provided to our customers.
It is also important to be able to access a large network of skilled
workers and to be able to "create" certain hard-to-find skills by offering
training to available workers. Our competitive position is enhanced by our being
able to offer a wide variety of skills, in some of the most important market
segments for temporary work, through the use of training systems.
We have developed the Global Learning Center, or GLC, an on-line
university for our permanent employees and temporary workers. The GLC provides
skills training, assessment and other career-related services. Students of the
GLC have access to Skillware(R) training, which trains office workers on over 50
different applications from a variety of developers including Microsoft and
Lotus. Skillware(R) training is also available to prepare workers for positions
in contact centers, banks and other organizations where transaction processing
skills are required, and to improve general office skills such as spelling,
punctuation and keyboard skills. Students can also select from more than 1,500
courses in the areas of client server, programming, Internet development, and
business skills. The training prepares technical employees for certification
testing by guiding them through E-Commerce, Visual
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Basic, C++ Programming, COBOL, JAVA, SAP, PowerBuilder, IEEE LAN Architecture
and more. This training is available in a number of different languages,
including English, Finnish, French, German, Greek, Italian, Japanese, Portuguese
and Spanish.
We continue to evolve a thoughtful and comprehensive approach to our
web-based service offerings for candidates, employees, customers and prospective
customers. In doing so, we continue to evaluate the need to enhance existing
services or products, develop new products, or enter into key strategic
relationships with outside providers to offer optimal value propositions in our
market segments.
We currently use UltraSource, which is a comprehensive order management
system that is powered by the Internet. This advanced web-based tool provides
efficiency to our major customers, subcontractors and internal operations by
managing the order workflow. We are managing over $300 million of staffing
business for several major customers using UltraSource.
We recently released our next generation of the product, UltraSource
02. The functionality advancements in UltraSource 02 will enable us to broaden
the prospective customer base where there are requirements for web-based
ordering systems. UltraSource 02 was designed to meet the needs of global
organizations, while being flexible enough to adapt to the preferences of
individual local users. The product has been launched initially in North America
and will be introduced in targeted global markets throughout 2002.
Although temporary help firms compete in a local market, for
administrative purposes, the largest customers demand national, and increasingly
global, arrangements. A large national or multi-national customer will
frequently enter into non-exclusive arrangements with several firms, with the
ultimate choice among them being left to its local managers; this effectively
limits competition to the few firms, including us, with large branch networks.
National and multi-national arrangements, which generally fix either the pricing
or mark-up on services performed, represented approximately 50% of our sales in
2001.
REGULATION
The temporary employment services industry is closely regulated in all
of the major markets in which we operate, except the United States and Canada.
Temporary employment service firms are generally subject to one or more of the
following types of government regulation:
o regulation of the employer/employee relationship between the firm
and its temporary employees,
o registration, licensing, record keeping and reporting
requirements, and
o substantive limitations on the operations or the use of temporary
employees by customers.
In many markets, the existence or absence of collective bargaining
agreements with labor organizations has a significant impact on our operations
and the ability of customers to use our services. In some markets, labor
agreements are structured on an industry-wide, rather than company-by-company,
basis. Changes in these collective labor agreements have occurred in the past
and are expected to occur in the future and may have a material impact on the
operations of temporary employment services firms, including us.
In many countries, including the United States and the United Kingdom,
temporary employment services firms are considered the legal employers of
temporary workers. Therefore, the firm is governed by laws regulating the
employer/employee relationship, such as tax withholding or reporting, social
security or retirement, anti-discrimination and workers' compensation. In other
countries, temporary employment services firms, while not the direct legal
employer of temporary workers, are still responsible for collecting taxes and
social security deductions and transmitting such amounts to the taxing
authorities.
In many countries, particularly in continental Europe, entry into the
temporary employment market is restricted by the requirement to register with,
or obtain licenses from, a government agency. In addition, a wide variety of
ministerial requirements may be imposed, such as record keeping, written
contracts and reporting. The United States and Canada do not presently have any
form of national registration or licensing requirement.
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In addition to licensing or registration requirements, many countries
impose substantive restrictions on the use of temporary employment services.
Such restrictions include regulations affecting the types of work permitted, the
maximum length of a temporary assignment, wage levels or reasons for which
temporary workers may be employed. In some countries special taxes, fees or
costs are imposed in connection with the use of temporary workers. For example,
in France, temporary workers are entitled to a 10% allowance for the precarious
nature of employment which is eliminated if a full-time position is offered to
them within three days. In some countries, the contract of employment with the
temporary employee must differ from the length of assignment.
In the United States, we are subject to various federal and state laws
relating to franchising, principally the Federal Trade Commission's franchise
rules and analogous state laws. These laws and related rules and regulations
impose specific disclosure requirements. Virtually all states also regulate the
termination of franchises. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Legal Regulations and Union
Relationships" which is found in our 2001 Annual Report to Shareholders and
which is incorporated herein by reference.
TRADEMARKS
We maintain a number of registered trademarks, tradenames and service
marks in the United States and certain other countries. We believe that many of
these marks and tradenames, including Manpower(R), Ultraskill(R) and
Skillware(R), have significant value and are materially important to our
business. In addition, we maintain other intangible property rights.
EMPLOYEES
We had approximately 22,400 full-time equivalent employees at December
31, 2001 and 20,000 full-time equivalent employees at December 31, 2000. In
addition, we estimate that we assign approximately 2 million temporary workers
on a worldwide basis each year.
As described above, in most jurisdictions, we, as the employer of our
temporary workers or as otherwise required by applicable law, are responsible
for employment administration. This administration includes collection of
withholding taxes, employer contributions for social security or its equivalent
outside the United States, unemployment tax, workers' compensation and fidelity
and liability insurance, and other governmental requirements imposed on
employers. In most jurisdictions where such benefits are not legally required,
including the United States, we provide health and life insurance, paid holidays
and paid vacations to qualifying temporary employees.
FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC
OPERATIONS AND EXPORT SALES
Note 13 to our Consolidated Financial Statements sets forth the
revenues, operating unit profit and identifiable assets derived from each
geographical area for the years ended December 31, 2001, 2000 and 1999. Such
note is found in our 2001 Annual Report to Shareholders and is incorporated
herein by reference.
ITEM 2. PROPERTIES
Our international headquarters are in Glendale, Wisconsin, a suburb of
Milwaukee. We own, free of any material encumbrances, an 82,000 square foot
building and a 32,000 square foot building situated on a sixteen-acre site in
Glendale, Wisconsin. We also own additional properties at various other
locations which are not material.
Most of our operations are conducted from leased premises, none of
which are material to us taken as a whole. We do not anticipate any difficulty
in renewing these leases or in finding alternative sites in the ordinary course
of business.
ITEM 3. LEGAL PROCEEDINGS
We are involved in litigation of a routine nature and various legal
matters which are being defended and handled in the ordinary course of business.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS OF MANPOWER
NAME OF OFFICER OFFICE
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Jeffrey A. Joerres Chairman of Manpower since May, 2001, and President
Age 42 and Chief Executive Officer of Manpower since April,
1999. Senior Vice President--European Operations and
Marketing and Major Account Development from July,
1998 to April, 1999. Senior Vice President--Major
Account Development of Manpower from November, 1995
to July, 1998. A director of Artisan Funds, Inc. and
Johnson Controls Inc. A director of Manpower since
April, 1999.
Michael J. Van Handel Senior Vice President, Chief Financial Officer and
Age 42 Secretary of Manpower since August, 1999. Senior Vice
President, Chief Financial Officer, Treasurer and
Secretary of Manpower from July, 1998 to August,
1999. Vice President, Chief Accounting Officer and
Treasurer of Manpower from February, 1995 to July,
1998 .
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The information required by this Item is set forth in our Annual Report
to Shareholders for the fiscal year ended December 31, 2001, under the heading
"Quarterly Data" (page 61) and "Corporate Information" (page 63), which
information is hereby incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is set forth in our Annual Report
to Shareholders for the fiscal year ended December 31, 2001, under the heading
"Selected Financial Data" (page 62), which information is hereby incorporated
herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this Item is set forth in our Annual Report
to Shareholders for the fiscal year ended December 31, 2001, under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" (pages 30 to 38), which information is hereby incorporated herein by
reference.
Subsequent Event
On March 11, 2002, we settled our forward repurchase agreement in cash
by repurchasing the remaining 900,000 shares of common stock at an aggregate
amount of $30.7 million. A total of one million shares have now been repurchased
under this agreement, at a total cost of $34.0 million. We have no remaining
obligations under this agreement. See Note 1 to our Consolidated Financial
Statements, included in our Annual Report to Shareholders for the fiscal year
ended December 31, 2001, for further information about this agreement.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this Item is set forth in our Annual Report
to Shareholders for the fiscal year ended December 31, 2001, under the heading
"Significant Matters Affecting Results of Operations" (pages 36 to 37), which
information is hereby incorporated herein by reference.
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FORWARD-LOOKING STATEMENTS
Statements made in this report that are not statements of historical
fact are forward-looking statements. In addition, from time to time, we and our
representatives may make statements that are forward-looking. All
forward-looking statements involve risks and uncertainties. This section
provides you with cautionary statements identifying, for purposes of the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995,
important factors that could cause our actual results to differ materially from
those contained in forward-looking statements made in this report or otherwise
made by us or on our behalf. You can identify these forward-looking statements
by forward-looking words such as "expect", "anticipate", "intend", "plan",
"may", "will", "believe", "seek", "estimate", and similar expressions. You are
cautioned not to place undue reliance on these forward-looking statements.
The following are some of the factors that could cause actual results
to differ materially from estimates contained in our forward-looking statements:
o material changes in the demand from larger customers, including
customers with which we have national or multi-national
arrangements
o availability of temporary workers or workers with the skills
required by customers
o increases in the wages paid to temporary workers
o competitive market pressures, including pricing pressures
o our ability to successfully expand into new markets or offer new
service lines
o our ability to successfully invest in and implement information
systems
o unanticipated technological changes, including obsolescence or
impairment of information systems
o changes in customer attitudes toward the use of staffing services
o government, tax or regulatory policies adverse to the employment
services industry
o general economic conditions in domestic and international markets
o interest rate and exchange rate fluctuations
o difficulties related to acquisitions, including integrating the
acquired companies and achieving the expected benefits
o factors disclosed below
o other factors that may be disclosed from time to time in our SEC
filings or otherwise
Some or all of these factors may be beyond our control. We caution you that any
forward-looking statement reflects only our belief at the time the statement is
made. We undertake no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which the statement is made.
ANY SIGNIFICANT ECONOMIC DOWNTURN COULD RESULT IN OUR CUSTOMERS USING
FEWER TEMPORARY EMPLOYEES, WHICH WOULD MATERIALLY ADVERSELY AFFECT OUR BUSINESS.
Because demand for temporary personnel services is sensitive to changes
in the level of economic activity, our business may suffer during economic
downturns. As economic activity begins to slow down, companies tend to reduce
their use of temporary employees before undertaking layoffs of their regular
employees, resulting in decreased demand for temporary personnel. Significant
declines in demand, and thus in revenues, can result in expense de-leveraging,
resulting in lower profit levels. For example, during 2001, our customers across
the United States reduced their overall workforce to reflect the slowing demand
for their products and services, which in turn significantly reduced our
revenues in the United States segment. This revenue decline resulted in expense
de-leveraging which significantly impacted the segment profits. We believe that
continued economic slowing will continue to challenge revenue and profit growth
during 2002. We expect earnings in constant currency for 2002 to decline from
2001. Any significant economic downturn, particularly in France and the United
States, where we collectively derived 55% of our 2001 revenue, would have a
material adverse effect on our business, financial condition, results of
operations and liquidity.
THE WORLDWIDE STAFFING SERVICES INDUSTRY IS HIGHLY COMPETITIVE WITH
LIMITED BARRIERS TO ENTRY, WHICH COULD LIMIT OUR ABILITY TO MAINTAIN OR INCREASE
OUR MARKET SHARE OR PROFITABILITY.
The worldwide staffing services market is highly competitive with
limited barriers to entry, and in recent years has been undergoing significant
consolidation. We compete in markets throughout North America, South
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America, Europe, Australia and Asia with full-service and specialized temporary
service agencies. Several of our competitors, including Adecco S.A., Vedior
N.V., Randstad Holding N.V. and Kelly Services, Inc., have very substantial
marketing and financial resources. Price competition in the staffing industry is
intense and pricing pressures from competitors and customers are increasing. We
expect that the level of competition will remain high in the future, which could
limit our ability to maintain or increase our market share or profitability.
GOVERNMENT REGULATIONS MAY RESULT IN PROHIBITION OR RESTRICTION OF
CERTAIN TYPES OF EMPLOYMENT SERVICES OR THE IMPOSITION OF ADDITIONAL LICENSING
OR TAX REQUIREMENTS THAT MAY REDUCE OUR FUTURE EARNINGS.
In many jurisdictions in which we operate, such as France, Germany and
Japan, the temporary employment industry is heavily regulated. For example,
governmental regulations in Germany restrict the length of contracts of
temporary employees and the industries in which temporary employees may be used.
In some countries, special taxes, fees or costs are imposed in connection with
the use of temporary workers. For example, temporary workers in France are
entitled to a 10% allowance for the precarious nature of employment which is
eliminated if a full-time position is offered to them within three days. The
countries in which we operate may:
o create additional regulations that prohibit or restrict the types
of employment services that we currently provide;
o impose new or additional benefit requirements;
o require us to obtain additional licensing to provide staffing
services; or
o increase taxes, such as sales or value-added taxes, payable by
the providers of staffing services.
Any future regulations that make it more difficult or expensive for us to
continue to provide our staffing services may have a material adverse effect on
our financial condition, results of operations and liquidity.
WE ARE A DEFENDANT IN A VARIETY OF LITIGATION AND OTHER ACTIONS, WHICH
MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
We and our subsidiaries are regularly involved in a variety of
litigation arising out of our business. Occasionally, this litigation can be
serious. We cannot assure you that our insurance will cover all claims that may
be asserted against us. Should the ultimate judgements or settlements exceed our
insurance coverage, they could have a material effect on our results of
operations, financial position and cash flows. We also cannot assure you that we
will be able to obtain appropriate types or levels of insurance in the future or
that adequate replacement policies will be available on acceptable terms, if at
all.
OUR ACQUISITION STRATEGY MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR
BUSINESS.
We acquired Elan Group Limited in 2000 for a total purchase price of
$146.2 million and we acquired Jefferson Wells International, Inc. in 2001 for a
purchase price of $174.0 million. In addition, we acquired and invested in other
companies during 2001 for a total cost of $95.8 million. We may make
acquisitions in the future. Our acquisition strategy involves significant risks,
including:
o difficulties in the assimilation of the operations, services and
corporate culture of acquired companies;
o over-valuation by us of acquired companies;
o insufficient indemnification from the selling parties for legal
liabilities incurred by the acquired companies prior to the
acquisitions; and
o diversion of management's attention from other business concerns.
In addition, future acquisitions would likely result in the incurrence of
additional debt or dilution, contingent liabilities, an increase in interest
expense and amortization expenses related to separately identified intangible
assets.
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In addition, possible impairment losses on goodwill and restructuring charges
could occur. Any of these items could have a material adverse effect on our
financial condition, results of operations and liquidity. For all of these
reasons, any future acquisitions or failure to effectively integrate acquired
companies could materially adversely affect our business.
OUR SUCCESS DEPENDS UPON OUR ABILITY TO ATTRACT, TRAIN AND RETAIN
QUALIFIED PERSONNEL.
We depend on our ability to attract and retain qualified temporary
personnel who possess the skills and experience necessary to meet the staffing
requirements of our clients. We must continually evaluate and upgrade our base
of available qualified personnel through recruiting and training programs to
keep pace with changing client needs and emerging technologies. Competition for
individuals with proven professional skills, particularly employees with
accounting and technological skills, is intense, and we expect demand for such
individuals to remain very strong for the foreseeable future. Qualified
personnel may not be available to us in sufficient numbers and on terms of
employment acceptable to us. Developing and implementing training programs
require significant expenditures and may not result in the trainees developing
effective or adequate skills. We may not be able to develop training programs to
respond to our customers' changing needs or retain employees who we have
trained. The failure to recruit, train and retain qualified temporary employees
could materially adversely affect our business.
WE MAY BE EXPOSED TO EMPLOYMENT-RELATED CLAIMS AND COSTS THAT COULD
MATERIALLY ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
We are in the business of employing people and placing them in the
workplaces of other businesses. Risks relating to these activities include:
o claims of misconduct or negligence on the part of our employees;
o claims by our employees of discrimination or harassment directed
at them, including claims relating to actions of our customers;
o claims related to the employment of illegal aliens or unlicensed
personnel;
o payment of workers' compensation claims and other similar claims;
o violations of wage and hour requirements;
o retroactive entitlement to employee benefits;
o errors and omissions of our temporary employees, particularly in
the case of professionals, such as accountants; and
o claims by our customers relating to our employees' misuse of
client proprietary information, misappropriation of funds, other
criminal activity or torts or other similar claims.
We may incur fines and other losses or negative publicity with respect to these
problems. In addition, some or all of these claims may give rise to litigation,
which could be time-consuming to our management team and costly and could have a
negative impact on our business. In some instances, we have agreed to indemnify
our customers against some or all of these types of liabilities. We cannot
assure you that we will not experience these problems in the future or that our
insurance will be sufficient in amount or scope to cover any of these types of
liabilities.
IF WE LOSE OUR KEY PERSONNEL, THEN OUR BUSINESS MAY SUFFER.
Our operations are dependent on the continued efforts of our officers
and executive management, particularly Jeffrey A. Joerres, our Chairman,
President and Chief Executive Officer and Michael J. Van Handel, our Senior Vice
President - Chief Financial Officer and Secretary. In addition, we are dependent
on the performance and productivity of our local managers and field personnel.
Our ability to attract and retain business is significantly affected by local
relationships and the quality of service rendered. The loss of those key
officers and
10
members of executive management who have acquired significant experience in
operating a staffing service on an international level may cause a significant
disruption to our business. Moreover, the loss of our key managers and field
personnel may jeopardize existing customer relationships with businesses that
continue to use our staffing services based upon past relationships with these
local managers and field personnel. The loss of such key personnel could
materially adversely affect our operations, including our ability to establish
and maintain customer relationships.
FOREIGN CURRENCY FLUCTUATIONS MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR
OPERATING RESULTS.
We conduct our operations in 61 countries and the results of our local
operations are reported in the applicable foreign currencies and then translated
into U.S. dollars at the applicable foreign currency exchange rates for
inclusion in our consolidated financial statements. During 2001, approximately
80% of our revenues and 90% of our operating profits were generated outside of
the United States, the majority of which were generated in Europe. Furthermore,
approximately $513.6 million of our outstanding indebtedness as of December 31,
2001 was denominated in foreign currencies. Because of devaluations and
fluctuations in currency exchange rates or the imposition of limitations on
conversion of foreign currencies into U.S. dollars, we are subject to currency
translation exposure on the profits of our operations, in addition to economic
exposure. This risk could have a material adverse effect on our business,
financial condition, cash flow and results of operations in the future.
AS OF DECEMBER 31, 2001, WE HAD APPROXIMATELY $824.6 MILLION OF TOTAL
DEBT. THIS LEVEL OF DEBT COULD ADVERSELY AFFECT OUR OPERATING FLEXIBILITY AND
PUT US AT A COMPETITIVE DISADVANTAGE.
Our level of debt and the limitations imposed on us by our credit
agreements could have important consequences for investors, including the
following:
o we will have to use a portion of our cash flow from operations
for debt service rather than for our operations;
o we may not be able to obtain additional debt financing for future
working capital, capital expenditures or other corporate purposes
or may have to pay more for such financing;
o some or all of the debt under our current or future revolving
credit facilities may be at a variable interest rate, making us
more vulnerable to increases in interest rates;
o we could be less able to take advantage of significant business
opportunities, such as acquisition opportunities, and to react to
changes in market or industry conditions;
o we will be more vulnerable to general adverse economic and
industry conditions; and
o we may be disadvantaged compared to competitors with less
leverage.
The terms of our revolving credit facilities permit additional
borrowings, subject to certain conditions. If new debt is added to our current
debt levels, the related risks we now face could intensify.
We expect to obtain the money to pay our expenses, to repay borrowings
under our credit facilities and to repay our other debt primarily from our
operations. Our ability to meet our expenses thus depends on our future
performance, which will be affected by financial, business, economic and other
factors. We are not able to control many of these factors, such as economic
conditions in the markets where we operate and pressure from competitors. The
money we earn may not be sufficient to allow us to pay principal and interest on
our debt and to meet our other debt obligations. If we do not have enough money,
we may be required to refinance all or part of our existing debt, sell assets or
borrow additional funds. We may not be able to take such actions on terms that
are acceptable to us, if at all. In addition, the terms of our existing or
future debt agreements, including the revolving credit facilities and our
indentures, may restrict us from adopting any of these alternatives.
11
OUR FAILURE TO COMPLY WITH RESTRICTIVE COVENANTS UNDER OUR REVOLVING
CREDIT FACILITIES OR A FAILURE TO MAINTAIN AN "INVESTMENT GRADE" RATING ON OUR
DEBT COULD TRIGGER PREPAYMENT OBLIGATIONS.
Our failure to comply with the restrictive covenants under our
revolving credit facilities could result in an event of default, which, if not
cured or waived, could result in us being required to repay these borrowings
before their due date. If we are forced to refinance these borrowings on less
favorable terms, our results of operations and financial condition could be
adversely affected by increased costs and rates.
Certain of our financing agreements require us to maintain "investment
grade" credit ratings. We currently have such ratings from Standard and Poors
and Moody's Investors Service. If our ratings were significantly lowered, our
accounts receivables securitization facility would need to be re-negotiated or
would no longer be available. In addition, a significant lowering of our credit
ratings could result in a portion or all of our zero-coupon convertible
debentures being converted into shares of our common stock.
THE HOLDERS OF OUR ZERO-COUPON CONVERTIBLE DEBENTURES COULD REQUIRE US
TO PURCHASE THE DEBENTURES.
The terms of the zero-coupon convertible debentures give holders of the
debentures the option to require us to purchase the debentures at the issue
price plus accreted original issue discount. Such holders can exercise this
option on the first, third, fifth, tenth, and fifteenth anniversary dates. The
first such option date is August 17, 2002. If the option were exercised, we
would be required to purchase all or a portion of the debentures through the
issuance of common stock, with available cash, or by financing the purchase
using other available facilities.
OUR ABILITY TO SERVICE OUR DEBT IS DEPENDENT ON THE PERFORMANCE OF OUR
SUBSIDIARIES.
Since we conduct a significant portion of our operations through our
subsidiaries, our cash flow and our consequent ability to service our debt
depends in part upon the earnings of our subsidiaries and the distribution of
those earnings, or upon loans or other payments of funds by those subsidiaries,
to us. The payment of dividends and the making of loans and advances to us by
our subsidiaries may be subject to statutory or contractual restrictions, depend
upon the earnings of those subsidiaries and be subject to various business
considerations.
THE PRICE OF OUR COMMON STOCK MAY FLUCTUATE SIGNIFICANTLY, WHICH MAY
RESULT IN LOSSES FOR INVESTORS.
The market price for our common stock has been and may continue to be
volatile. For example, during the fiscal year ended December 31, 2001, the
prices of our common stock as reported on the New York Stock Exchange ranged
from a high of $37.56 to a low of $24.35. Our stock price can fluctuate as a
result of a variety of factors, including factors listed in these "Risk Factors"
and others, many of which are beyond our control. These factors include:
o actual or anticipated variations in our quarterly operating
results;
o announcement of new services by us or our competitors;
o announcements relating to strategic relationships or
acquisitions;
o changes in financial estimates or other statements by securities
analysts; and
o changes in general economic conditions.
Because of this volatility, we may fail to meet the expectations of our
shareholders or of securities analysts, and our stock price could decline as a
result.
PROVISIONS OF WISCONSIN LAW AND OUR ARTICLES OF INCORPORATION AND
BYLAWS CONTAIN PROVISIONS THAT COULD MAKE THE TAKEOVER OF US MORE DIFFICULT.
Certain provisions of Wisconsin law and our articles of incorporation
and bylaws could have the effect of delaying or preventing a third party from
acquiring us, even if a change in control would be beneficial to our
shareholders. These provisions of our articles of incorporation and bylaws
include:
o providing for a classified board of directors with staggered,
three-year terms;
12
o permitting removal of directors only for cause;
o providing that vacancies on the board of directors will be filled
by the remaining directors then in office; and
o requiring advance notice for shareholder proposals and director
nominees.
In addition, the Wisconsin control share acquisition statute and
Wisconsin's "fair price" and "business combination" provisions limit the ability
of an acquiring person to engage in certain transactions or to exercise the full
voting power of acquired shares under certain circumstances. These provisions
and other provisions of Wisconsin law could make it more difficult for a third
party to acquire us, even if doing so would benefit our shareholders. As a
result, offers to acquire us, which represent a premium over the available
market price of our common stock, may be withdrawn or otherwise fail to be
realized. The provisions described above could cause our stock price to decline.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is set forth in the Financial
Statements and the Notes thereto (pages 40 to 62) contained in our Annual Report
to Shareholders for the fiscal year ended December 31, 2001, which information
is hereby incorporated herein by reference.
Subsequent Event
On March 11, 2002, we settled our forward repurchase agreement in cash
by repurchasing the remaining 900,000 shares of common stock at an aggregate
amount of $30.7 million. A total of one million shares have now been repurchased
under this agreement, at a total cost of $34.0 million. We have no remaining
obligations under this agreement. See Note 1 to the Consolidated Financial
Statements, included in our Annual Report to Shareholders for the fiscal year
ended December 31, 2001, for further information about this agreement.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
13
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Executive Officers. Reference is made to "Executive Officers of
Manpower" in Part I after Item 4.
(b) Directors. The information required by this Item is set forth in
our Proxy Statement for the Annual Meeting of Shareholders to be
held on April 30, 2002 at pages 3 to 4 under the caption
"Election of Directors," which information is hereby incorporated
herein by reference.
(c) Section 16 Compliance. The information required by this Item is
set forth in our Proxy Statement for the Annual Meeting of
Shareholders to be held on April 30, 2002 at page 24 under the
caption "Section 16(a) Beneficial Ownership Reporting
Compliance," which information is hereby incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is set forth in our Proxy
Statement for the Annual Meeting of Shareholders to be held on April 30, 2002,
at page 6 under the caption "Remuneration of Directors" and pages 8 to 17 under
the captions "Executive Compensation," "Report of the Executive Compensation
Committee of the Board of Directors," "Executive Compensation Committee
Interlocks and Insider Participation" and "Performance Graph," which information
is hereby incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is set forth in our Proxy
Statement for the Annual Meeting of Shareholders to be held on April 30, 2002,
at page 2 under the caption "Security Ownership of Certain Beneficial Owners"
and at page 7 under the caption "Security Ownership of Management," which
information is hereby incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is set forth in our Proxy
Statement for the Annual Meeting of Shareholders to be held on April 30, 2002,
at page 6 under the caption "Remuneration of Directors" and at page 16 under the
caption "Executive Compensation Committee Interlocks and Insider Participation,"
which information is hereby incorporated herein by reference.
14
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Financial Statements. PAGE NUMBER(s)
IN ANNUAL REPORT
TO SHAREHOLDERS
---------------
Consolidated Financial Statements (data incorporated by reference
from the attached Annual Report to Shareholders):
Consolidated Statements of Operations for the years ended
December 31, 2001, 2000 and 1999...................................... 40
Consolidated Balance Sheets as of December 31, 2001 and 2000.......... 41
Consolidated Statements of Cash Flows for the years ended
December 31, 2001, 2000 and 1999...................................... 42
Consolidated Statements of Shareholders' Equity for the
years ended December 31, 2001, 2000 and 1999.......................... 43
Notes to Consolidated Financial Statements............................ 44-60
(a)(2) Financial Statement Schedules.
Report of Independent Public Accountants on the Financial
Statement Schedule Consent of Independent Public Accountants
SCHEDULE II - Valuation and Qualifying Accounts
(a)(3) Exhibits.
See (c) below.
Pursuant to Regulation S-K, Item 601(b)(4)(iii), Manpower hereby
agrees to furnish to the Commission, upon request, a copy of
each instrument and agreement with respect to long-term debt of
Manpower and its consolidated subsidiaries which does not exceed
10 percent of the total assets of Manpower and its subsidiaries
on a consolidated basis.
(b) Reports on Form 8-K.
None.
(c) Exhibits.
3.1 Articles of Incorporation of Manpower Inc. incorporated by
reference to Annex C of the Prospectus which is contained in
Amendment No. 1 to Form S-4 (Registration No. 33-38684).
3.2 Amendment of Amended and Restated Articles of Incorporation of
Manpower Inc., incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
2001.
15
3.3 Amended and Restated By-laws of Manpower Inc., incorporated by
reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001.
4.1 Indenture between Manpower Inc. and Citibank, N.A., dated as of
August 17, 2001, incorporated by reference to the Company's
Registration Statement on Form S-3 (Registration No. 333-71040)
filed on October 5, 2001.
10.1 Five-Year Credit Agreement dated as of December 3, 2001 among
Manpower Inc., the initial lenders named therein, Citibank N.A.
and Salomon Smith Barney Inc., incorporated by reference to
Amendment No. 1 to the Company's Registration Statement on Form
S-3 ((Registration No. 333-71040) filed on December 4, 2001.
10.2 364-Day Credit Agreement, dated as of November 29, 2001, among
Manpower Inc., the initial lenders named therein, Citibank, N.A.
and Salomon Smith Barney Inc., incorporated by reference to
Amendment No. 1 to the Company's Registration Statement on Form
S-3 (Registration No. 333-71040) filed on December 4, 2001.
10.3 Amended and Restated Manpower 1991 Executive Stock Option and
Restricted Stock Plan, incorporated by reference to Form 10-Q of
Manpower Inc. dated September 30, 1996.**
10.4 Manpower Savings Related Share Option Scheme, incorporated by
reference to Amendment No. 1 to the Company's Registration
Statement on Form S-4 (Registration No. 33-38684).**
10.5 Transfer Agreement dated February 25, 1991 between Manpower and
the Company (the "Transfer Agreement"), incorporated by reference
to Amendment No. 1 to the Company's Registration Statement on
Form S-4 (Registration No. 33-38684).**
10.6 Blue Arrow Savings Related Share Option Scheme, as assumed by
Manpower pursuant to the Transfer Agreement, incorporated by
reference to Amendment No. 1 to the Company's Registration
Statement on Form S-4 (Registration No. 33-38684).**
10.7 Blue Arrow Executive Share Option Scheme, as assumed by Manpower
pursuant to the Transfer Agreement, incorporated by reference to
Amendment No. 1 to the Company's Registration Statement on Form
S-4 (Registration No. 33-38684).**
10.8 Amended and Restated Manpower 1990 Employee Stock Purchase Plan,
incorporated by reference to the Company's Registration Statement
on Form S-8 (Registration No. 333-31021).**
10.9 Manpower Retirement Plan, as amended and restated effective as of
March 1, 1989, incorporated by reference to Form 10-K of Manpower
PLC, SEC File No. 0-9890, filed for the fiscal year ended October
31, 1989.**
10.10(a) 1994 Executive Stock Option and Restricted Stock Plan of Manpower
Inc. (Amended and Restated Effective July 24, 2001), incorporated
by reference to the Company's Registration Statement on Form S-8
(Registration No. 333-66656) filed on August 3, 2001.**
16
10.10(b) Procedures Governing the Grant of Operations to Non-Employee
Directors under 1994 Executive Stock Option and Restricted Stock
Plan of Manpower Inc. dated May 1, 2001.
10.11 Stock Option Agreement between Manpower Inc. and John R. Walter
dated April 26, 1999, incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1999.**
10.12 Advisory Services Agreement between Manpower Inc., Ashlin
Management Company and John R. Walter dated April 26, 1999,
incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1999.**
10.13 Manpower Inc. 2002 Corporate Senior Management Incentive Program.
**
10.14 [Reserved]
10.15 Amended and Restated Manpower 1991 Directors Stock Option Plan,
incorporated by reference to the Company's Registration Statement
on Form S-8 (Registration No. 333-31021).**
10.16 Amended and Restated Manpower Deferred Stock Plan, incorporated
by reference to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.**
10.17(a) Employment Agreement between Terry A. Hueneke and Manpower Inc.
dated February 18, 1997, incorporated by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.**
10.17(b) Employment Agreement between Terry A. Hueneke and Manpower Inc.
dated February 23, 1998, incorporated by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.**
10.18(a) Employment Agreement between Jeffrey A. Joerres and Manpower Inc.
dated as of February 19, 2002.**
10.18(b) Severance Agreement between Jeffrey A. Joerres and Manpower Inc.
dated as of February 19, 2002.**
10.19(a) Employment Agreement between Michael J. Van Handel and Manpower
Inc. dated as of February 19, 2002.**
10.19(b) Severance Agreement between Michael J. Van Handel and Manpower
Inc. dated as of February 19, 2002.**
12.1 Statement Regarding Computation of Ratio of Earnings to Fixed
Charges.
13 2001 Annual Report to Shareholders. Pursuant to Item
601(b)(13)(ii) of Regulation S-K, any of the portions of the
Annual Report incorporated by reference in this Form 10-K are
filed as an exhibit hereto.
21 Subsidiaries of Manpower Inc.
17
23 Consent of Arthur Andersen LLP.
24 Powers of Attorney.
99 Letter of Representation.
** Management contract or compensatory plan or arrangement.
18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By: /s/ Jeffrey A. Joerres
-----------------------------------------------
Jeffrey A. Joerres
Chairman, President and Chief Executive Officer
Date: March 29, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME TITLE DATE
---- ----- ----
/s/ Jeffrey A. Joerres Chairman, President, Chief Executive March 29, 2002
--------------------------- Officer and a Director
Jeffrey A. Joerres (Principal Executive Officer)
/s/ Michael J. Van Handel Senior Vice President, Chief Financial Officer, March 29, 2002
--------------------------- and Secretary (Principal Financial Officer
Michael J. Van Handel and Principal Accounting Officer)
Directors: J. Thomas Bouchard, Willie D. Davis, Dudley J. Godfrey, Jr., Marvin
B. Goodman, J. Ira Harris, Terry A. Hueneke, Rozanne L. Ridgway,
Dennis Stevenson, John R. Walter and Edward J. Zore
By: /s/ Michael J. Van Handel March 29, 2002
--------------------------
Michael J. Van Handel
Attorney-In-Fact*
*Pursuant to authority granted by powers of attorney, copies of which are filed
herewith.
19
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
and Shareholders of Manpower Inc.:
We have audited in accordance with auditing standards generally
accepted in the United States, the financial statements included in Manpower
Inc.'s annual report to shareholders incorporated by reference in this Form
10-K, and have issued our report thereon dated January 28, 2002. Our audit was
made for the purpose of forming an opinion on those statements taken as a whole.
The schedule listed in the index at item 14(a)(2) is the responsibility of the
Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
January 28, 2002
----------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Annual Report on Form 10-K of Manpower Inc.,
our report dated January 28, 2002, included in the 2001 Annual Report to
Shareholders of Manpower Inc. It should be noted that we have not audited any
financial statements of the Company subsequent to December 31, 2001 or performed
any audit procedures subsequent to the date of our report.
We also consent to the incorporation of our reports included (or
incorporated by reference) in this Annual Report on Form 10-K, into the
Company's previously filed Registration Statements on Form S-8 (File Nos.
33-40441, 33-51336, 33-55264, 33-84736, 333-1040, 333-31021, 333-82457,
333-82459 and 333-66656), the Company's Registration Statements on Form S-3
(File Nos. 33-89660, 333-6545 and 333-71040) and the Company's Registration
Statements on Form S-4 (File Nos. 333-650 and 33-95896).
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
March 28, 2002
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 2001, 2000 and 1999, in millions:
Allowance for Doubtful Accounts:
Balance at Provisions Balance
Beginning of Charged to Translation Reclassifications at End of
Year Earnings Write-Offs Adjustments and Other Year
------------ ---------- ---------- ----------- ----------------- ---------
Year ending December 31, 2001.......... $55.3 23.8 (18.2) (2.6) 3.5 $61.8
Year ending December 31, 2000.......... $47.1 21.7 (12.2) (1.9) .6 $55.3
Year ending December 31, 1999.......... $39.5 20.7 (10.6) (3.3) .8 $47.1