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Acquisitions and Dispositions | 9 Months Ended
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Sep. 30, 2019
Business Combinations [Abstract] |
Acquisitions and Dispositions | (5) Acquisitions and Dispositions Switzerland Acquisitions On April 3, 2019, we acquired the remaining 51% controlling interest in our Swiss franchise (“Manpower Switzerland”) to obtain full ownership of the entity. Additionally, as part of the purchase agreement we acquired the remaining 20% interest in Experis AG. Manpower Switzerland provides contingent staffing services under our Manpower brand in the four main language regions in Switzerland. Both Manpower Switzerland and Experis AG are reported in our Southern Europe segment. The aggregate cash consideration paid was $219.5 and was funded through cash on hand. Of the total consideration paid, $58.3 was for the acquired interests and the remaining $161.2 was for cash and cash equivalents. The aggregate cash consideration paid reflects a post-closing settlement of net debt and net working capital adjustments of $6.8, which we paid out during the third quarter of 2019. The acquisition of the remaining interest of Experis AG was accounted for as an equity transaction as we previously consolidated the entity. Our investment in Manpower Switzerland prior to the acquisition was accounted for under the equity method of accounting and we recorded our share of equity income or loss in interest and other expenses (income), net on the Consolidated Statements of Operations. T he acquisition of the remaining controlling interest in Manpower Switzerland was accounted for as a business combination, and the assets and liabilities of Manpower Switzerland were included in the Consolidated Balance Sheets as of the acquisition date and the results of its operations have been included in the Consolidated Statements of Operations subsequent to the acquisition date. The aggregate of the consideration paid and the fair value of previously held equity interest totaled $415.1, or $97.6 net of cash acquired. In connection with the business combination, we recognized a one-time, non-cash gain on the disposition of our previously held equity interest in Manpower Switzerland of $80.4, which is included within interest and other expenses (income), net on the Consolidated Statements of Operations. Of the $80.4, $32.5 represented foreign currency translation adjustments related to the previously held equity interest from accumulated other comprehensive income. The following table summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date of April 3, 2019:
Cash and cash equivalents | $ | 317.5 |
Accounts receivable |  | 60.4 |
Prepaid expenses and other assets |  | 31.4 |
Goodwill |  | 33.8 |
Intangible assets subject to amortization, customer relationship |  | 19.6 |
Intangible assets not subject to amortization, reacquired franchise rights |  | 25.5 |
Property and equipment |  | 0.4 |
Accounts payable |  | (21.6 | )
Employee compensation payable |  | (2.5 | )
Accrued liabilities |  | (9.9 | )
Accrued payroll taxes and insurance |  | (7.5 | )
Value added taxes payable |  | (7.4 | )
Other long-term liabilities |  | (24.6 | )
Total assets acquired, and liabilities assumed | $ | 415.1 |
The amounts in the above table represent the preliminary allocation of purchase price and are subject to revision when valuations are finalized for intangible assets in the fourth quarter of 2019. The customer relationship intangible asset is expected to be amortized over a 15 year useful life. The goodwill from the acquisition is not expected to be deductible for income tax purposes. Manpower Switzerland contributed net revenues from services of $227.8 since the acquisition. Our consolidated unaudited proforma historical net revenues from services, as if Manpower Switzerland had been acquired at the beginning of 2018, are estimated as follows:
| 3 Months Ended September 30, |  |  | 9 Months Ended September 30, |
| 2019 |  |  | 2018 |  |  | 2019 |  |  | 2018 |
Net revenues from services | $ | 5,248.9 |  |  | $ | 5,552.4 |  |  | $ | 15,765.5 |  |  | $ | 16,950.1 |
Other Acquisitions From time to time, we acquire and invest in companies throughout the world, including franchises. The total cash consideration paid for acquisitions excluding Manpower Switzerland and Experis AG, net of cash acquired, was $39.5 for the nine months ended September 30, 2019. The balance includes consideration payments for franchises in the United States and contingent consideration payments related to previous acquisitions, of which $13.0 had been recognized as a liability at the acquisition date. For the nine months ended September 30, 2018, the total cash consideration for acquisitions, net of cash acquired, was $50.9, the majority of which took place in the Netherlands. This balance includes initial acquisition payments of $8.2 and contingent consideration payments of $42.7, of which $18.6 had been recognized as a liability at the acquisition date. ManpowerGroup Greater China Limited Disposition On July 10, 2019, our joint venture in Greater China, ManpowerGroup Greater China Limited, became listed on the Main Board of the Stock Exchange of Hong Kong Limited through an initial public offering. Prior to the initial public offering, we owned a 51% controlling interest in the joint venture and consolidated the financial position and results of its operations into our Consolidated Financial Statements as part of our APME segment. As a result of the offering, in which ManpowerGroup Greater China Limited issued new shares representing 25% of the equity of the company, our ownership interest was diluted to 38.25%, and then further diluted to 36.87% as the underwriters exercised their overallotment option in full on August 7, 2019. As a result, we deconsolidated the joint venture as of the listing date and account for our remaining interest under the equity method of accounting and record our share of equity income or loss in interest and other expenses (income), net in the Consolidated Statement of Operations. In connection with the deconsolidation of the joint venture, we recognized a one-time non-cash gain of $30.4, which was included in selling and administrative expenses in the Consolidated Statement of Operations for the three and nine months ended September 30, 2019. Included in the $30.4 was foreign currency translation adjustment losses of $6.2 related to the joint venture from accumulated other comprehensive income.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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