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The unaudited pro forma information is provided for illustrative purposes only and does not represent what our Consolidated
Statements of Operations would have been if the transaction had actually occurred as of January 1, 2010 and does not
represent our expected future Consolidated Statements of Operations.
From time to time, we acquire and invest in companies throughout the world, including franchises. Excluding Damilo,
Proservia and COMSYS, the total cash consideration paid for acquisitions, net of cash acquired, for the years ended
December 31, 2012, 2011 and 2010 was $21.0, $19.6 and $32.3, respectively. Goodwill resulting from the remaining 2012
acquisitions was $5.6 as of December 31, 2012. No intangible asset resulted from the remaining 2012 acquisitions.
03.
Share-Based Compensation Plans
We account for share-based payments according to the accounting guidance on share-based payments. During 2012,
2011 and 2010, we recognized approximately $30.0, $31.4 and $24.1, respectively, in share-based compensation expense
related to stock options, deferred stock, restricted stock and performance share units, all of which is recorded in selling and
administrative expenses. The total income tax benefit recognized related to share-based compensation during 2012, 2011
and 2010 was $2.4, $3.0 and $3.7, respectively. Consideration received from share-based awards for 2012, 2011 and 2010
was $6.0, $31.8 and $24.9, respectively. The excess income tax (deficit)/benefit recognized related to share-based
compensation awards, which is recorded in capital in excess of par value, for 2012, 2011 and 2010 was approximately
$(2.1), $3.1 and $3.7, respectively. We recognize compensation expense on grants of share-based compensation awards
on a straight-line basis over the vesting period of each award.
STOCK OPTIONS
Until May 3, 2011, all share-based compensation was granted under the 2003 Equity Incentive Plan of Manpower Inc.
(“2003 Plan”). Following this date, all share-based compensation has been granted under the 2011 Equity Incentive Plan of
Manpower Inc. (“2011 Plan”). Options and stock appreciation rights are granted at a price not less than 100% of the fair
market value of the common stock at the date of grant. Generally, options are granted with a ratable vesting period of up to
four years and expire ten years from date of grant. No stock appreciation rights had been granted or were outstanding as
of December 31, 2012 or 2011.
A summary of stock option activity is as follows:
Shares (000)
Wtd. Avg.
Exercise Price
Per Share
Wtd. Avg.
Remaining
Contractual Term
(years)
Aggregate
Intrinsic Value
(in millions)
Outstanding, January 1, 2010 5,858 $46
Granted 897 53
Exercised (682) 37 $14
Expired or cancelled (133) 50
Outstanding, December 31, 2010 5,940 $48 6.2
Vested or expected to vest, December 31, 2010 5,877 $48 6.1
Exercisable, December 31, 2010 3,446 $49 4.7
Outstanding, January 1, 2011 5,940 $48
Granted 199 67
Exercised (721) 39 $13
Expired or cancelled (153) 49
Outstanding, December 31, 2011 5,265 $50 5.7 $ 7
Vested or expected to vest, December 31, 2011 5,235 $50 5.6
Exercisable, December 31, 2011 3,626 $51 4.8 $ 4
Outstanding, January 1, 2012 5,265 $50
Granted 302 45
Exercised (116) 34 $ 1
Expired or cancelled (107) 51
Outstanding, December 31, 2012 5,344 $50 5.0 $14
Vested or expected to vest, December 31, 2012 5,326 $50 4.9
Exercisable, December 31, 2012 4,210 $51 4.3 $11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
in millions, except share and per share data
62 ManpowerGroup 2012 Annual Report Notes to Consolidated Financial Statements