ManpowerGroup 2012 Annual Report Download - page 63

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consideration was approximately 50% ManpowerGroup common stock (3.2 million shares with a fair value of $188.5 upon
closing) and approximately 50% cash (consideration of $191.4). In addition, we incurred approximately $10.8 of transaction
costs associated with the acquisition during the year ended December 31, 2010, which have been classified in Selling and
administrative expenses. Goodwill arising from this transaction was $278.0 as of December 31, 2012 and 2011. Intangible
assets related to this transaction were $67.1 and $85.4 as of December 31, 2012 and 2011, respectively.
We allocated the consideration transferred to the net assets acquired using various methodologies to assess the fair value
of the assets and liabilities acquired. For our intangible assets associated with customer relationships, we utilized the multi-
period excess-earnings method, a form of the income approach. Some of the significant assumptions used in this valuation
included: expected revenue growth rates, operating unit profit margins, capital charges representing 1.3% of revenues, and
a 13% discount rate.
The following table summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date of
April 5, 2010:
Cash and cash equivalents $ 0.9
Accounts receivable, net 207.0
Prepaid expenses and other assets 2.1
Total current assets 210.0
Goodwill 281.6
Intangible assets 127.1
Other assets 50.5
Property and equipment 5.2
Total assets $ 674.4
Accounts payable $ 135.9
Employee compensation payable 40.8
Accrued liabilities 14.3
Total current liabilities 191.0
Other long-term liabilities 56.4
Total liabilities assumed 247.4
Net assets acquired $ 427.0
Of the $427.0 of net acquired assets, $127.1 was assigned to customer relationships and will be amortized over 14 years,
using an accelerating method. The remaining fair value of $281.6, which was not directly attributable to any specific assets
or liabilities, was assigned to goodwill as part of the United States reporting unit. Of the goodwill assigned, $19.4 is
deductible for tax purposes as of December 31, 2012.
The following unaudited pro forma information reflects the results of ManpowerGroup’s operations for the year ended
December 31, 2010 as if the COMSYS acquisition had been completed at the beginning of the period. Pro forma adjustments
have been made to illustrate the incremental impact on earnings of amortization expense related to the acquired intangible
assets, lost interest income that would have been earned on the cash proceeds used to acquire COMSYS and the tax
impact of these respective items.
2010
Revenues from services
Pro forma $ 19,036.1
As reported $ 18,866.5
Net (loss) earnings
Pro forma $ (269.9)
As reported $ (263.6)
Net (loss) earnings per share — diluted
Pro forma $ (3.30)
As reported $ (3.26)
61
Notes to Consolidated Financial Statements ManpowerGroup 2012 Annual Report