Manpower Inc.
Results of Operations
                                           (In millions, except per share data)
                                         Three Months Ended March 31
                                                                           % Variance
                                                 Amount                       Constant

                                          2004             2003           Reported        Currency


(Unaudited)
Revenues from services (a) $ 3,334.1 $ 2,678.7 24.5 % 11.3 % Cost of services 2,717.6 2,212.7 22.8 % Gross profit 616.5 466.0 32.3 % 18.9 % Selling and administrative expenses 560.3 433.0 29.4 % 16.7 % Operating profit 56.2 33.0 70.4 % 47.7 % Interest and other (income) expenses (4.0 ) 8.6 N/A Earnings before income taxes 60.2 24.4 147.0 % Provision for income taxes 20.6 9.5 116.5 % Net earnings $ 39.6 $ 14.9 166.4 % 134.7 % Net earnings per share - basic $ 0.46 $ 0.19 142.1 % Net earnings per share - diluted $ 0.45 $ 0.19 136.8 % 110.5 % Weighted average shares - basic 85.9 77.3 11.1 % Weighted average shares - diluted 87.8 77.9 12.8 %



(a) Revenues from services include fees received from our franchise offices of $8.0 million and $6.0 million for the three months ended March 31, 2004 and 2003, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $312.0 million and $266.7 million for the three months ended March 31, 2004 and 2003, respectively.


Manpower Inc. Operating Unit Results (In millions) Three Months Ended March 31 % Variance
Amount Constant 2004 2003 Reported Currency
(Unaudited)
Revenues from services:
United States (a) $ 474.6 $ 463.5 2.4 % 2.4 % France 1,136.5 954.6 19.1 % 2.4 % EMEA 1,140.9 886.4 28.7 % 12.4 % Right Management (b) 101.8 15.3 N/A N/A Other Operations 480.3 358.9 33.8 % 21.8 % $ 3,334.1 $ 2,678.7 24.5 % 11.3 % Operating Unit Profit:
United States $ 2.8 $ 2.7 4.2 % 4.2 % France 28.8 26.9 6.8 % -7.9 % EMEA 13.7 9.8 40.7 % 25.2 % Right Management 9.1 (0.5 ) N/A N/A Other Operations 17.3 2.9 476.4 % 415.7 %
71.7 41.8 Corporate expenses 13.2 8.8 Amortization of intangible assets 2.3 - Operating profit 56.2 33.0 70.4 % 47.7 % Interest and other (income) expenses (c) (4.0 ) 8.6 Earnings before income taxes $ 60.2 $ 24.4



(a) In the United States, revenues from services include fees received from the related franchise offices of $6.2 million and $5.2 million for the three months ended March 31, 2004 and 2003, respectively. These fees are primarily based on revenues generated by the franchise offices, which were $263.0 million and $229.6 million for the three months ended March 31, 2004 and 2003, respectively.

(b) Represents the operations of Right Management, since its acquisition in January 2004, and the Empower Group.

(c) The components of interest and other (income) expenses were:

Interest expense $ 11.1 $ 10.0 Interest income (2.4 ) (2.4 ) Foreign exchange losses (gains) 0.1 (1.2 ) Miscellaneous (income) expenses, net (12.8 ) 2.2 $ (4.0 ) $ 8.6


Manpower Inc. Consolidated Balance Sheets (In millions) Mar. 31 Dec. 31 2004 2003
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 409.7 $ 426.2 Accounts receivable, net 2,636.8 2,609.4 Prepaid expenses and other assets 133.0 100.1 Future income tax benefits 106.6 101.4 Total current assets 3,286.1 3,237.1

Other assets:
Goodwill and other intangible assets, net 1,258.8 573.8 Investments in licensees 63.8 66.2 Other assets 253.8 320.7 Total other assets 1,576.4 960.7

Property and equipment:
Land, buildings, leasehold improvements and equipment 632.1 606.3 Less: accumulated depreciation and amortization 417.0 419.2 Net property and equipment 215.1 187.1 Total assets $ 5,077.6 $ 4,384.9 LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 615.5 $ 555.4 Employee compensation payable 126.4 105.6 Accrued liabilities 439.7 360.0 Accrued payroll taxes and insurance 431.1 476.6 Value added taxes payable 357.2 368.2 Short-term borrowings and current maturities of long-term debt 219.9 12.1 Total current liabilities 2,189.8 1,877.9

Other liabilities:
Long-term debt 629.4 829.6 Other long-term liabilities 384.1 367.1 Total other liabilities 1,013.5 1,196.7

Shareholders' equity:
Common stock 1.0 0.9 Capital in excess of par value 2,249.4 1,732.5 Accumulated deficit (128.0 ) (167.6 ) Accumulated other comprehensive income 35.7 28.3 Treasury stock, at cost (283.8 ) (283.8 ) Total shareholders' equity 1,874.3 1,310.3 Total liabilities and shareholders' equity $ 5,077.6 $ 4,384.9


Manpower Inc. Consolidated Statements of Cash Flows (In millions) Three Months Ended March 31 2004 2003
(Unaudited)
Cash Flows from Operating Activities:
Net earnings $ 39.6 $ 14.9 Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization 19.7 15.6 Amortization of discount on convertible debentures 1.9 1.9 Deferred income taxes (3.6 ) 3.6 Provision for doubtful accounts 5.9 3.0 Other non-operating gains (14.2 ) - Changes in operating assets and liabilities excluding the impact of acquisitions:
Accounts receivable 39.9 124.6 Other assets 8.6 (1.3 ) Other liabilities (70.7 ) (103.1 ) Cash provided by operating activities 27.1 59.2 Cash Flows from Investing Activities:
Capital expenditures (12.3 ) (12.1 ) Acquisitions of businesses, net of cash acquired (94.0 ) (0.7 ) Proceeds from sale of an equity interest 29.8 - Proceeds from the sale of property and equipment 1.5 1.0 Cash used by investing activities (75.0 ) (11.8 ) Cash Flows from Financing Activities:
Net borrowings (repayments) of short-term facilities and long-term debt 13.0 (13.6 ) Proceeds from stock option and purchase plans 23.2 6.6 Cash provided (used) by financing activities 36.2 (7.0 ) Effect of exchange rate changes on cash (4.8 ) 4.3 Change in cash and cash equivalents (16.5 ) 44.7 Cash and cash equivalents, beginning of period 426.2 284.0 Cash and cash equivalents, end of period $ 409.7 $ 328.7