On October 1, 2021, we acquired ettain group, one of the largest privately held IT resourcing and services providers in North America. Effective that date, ettain group became part of our Experis business in the Americas segment. The acquisition is intended to accelerate our strategy of diversifying our business mix into higher growth and higher value services. The aggregate cash consideration paid was $930.9. Of the total consideration paid, $925.0 was for the acquired interests and the remaining $5.9 was for excess working capital and cash. The transaction was funded through cash on hand and a $150.0 draw on our revolving credit facility on October 1, 2021. We expect to finalize the net working capital adjustments in 2022.

The acquisition of ettain group was accounted for as a business combination, and the assets and liabilities of ettain group 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 following table summarizes the preliminary fair value of the assets and liabilities as of the acquisition date of October 1, 2021:



Cash and cash equivalents	$	14.6
Accounts receivable		132.2
Prepaid expenses and other assets		6.3
Operating lease right-of-use asset		8.7
Goodwill		519.6
Intangible assets subject to amortization, customer relationship		360.0
Accounts payable		(40.5	)
Employee compensation payable		(15.0	)
Accrued liabilities		(7.9	)
Accrued payroll taxes and insurance		(11.2	)
Value added taxes payable		(12.2	)
Long-term operating lease liability		(5.9	)
Other long-term liabilities		(17.8	)
Total assets and liabilities	$	930.9

The customer relationship intangible asset will be amortized over a 15 year useful life. The customer relationship intangible asset and goodwill from the acquisition are partially deductible for income tax purposes. As of December 31, 2021, the carrying value of intangible assets and goodwill was $354.0 and $519.6, respectively. The goodwill is included within the United States reporting unit and is attributable to the workforce of the acquired business and expected synergies to occur post-acquisition as a result of diversifying the business into higher growth and higher value services.

ettain group contributed revenues from services of $182.7 since the acquisition. Our consolidated unaudited proforma historical revenues from services and net earnings, as if ettain group had been acquired at the beginning of 2020, are estimated as follows:


	Year Ended December 31,
	2021		2020
Revenues from services	$	21,269.1	$	18,731.0
Net earnings		425.4		40.1

The proforma amounts have been calculated after applying our accounting policies and adjusting the results of ettain group to reflect the additional amortization that would have been charged assuming fair value adjustment to intangible assets had been applied from January 1, 2020, with the consequential tax effects.

In 2021, we incurred $18.8 of acquisition and integration costs. These expenses are included in selling and administrative expenses on the Consolidated Statements of Operations for the year ended December 31, 2021 and are reflected in proforma earnings for the year ended December 31, 2020 in the table above.

We expect to finalize our accounting for the ettain group acquisition during the first half of 2022, upon finalization of the accounting for income tax related items and working capital adjustments.

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 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. The 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 total cash impact of the acquisition was an inflow of $98.0, net of cash acquired of $317.5. 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 loss.

The following table summarizes the fair value of the assets and liabilities 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 and liabilities	$	415.1

From time to time, we acquire and invest in companies throughout the world, including franchises. The total cash consideration paid for acquisitions excluding ettain group, Manpower Switzerland and Experis AG, net of cash acquired, for the years ended December 31, 2021, 2020 and 2019 was $8.1, $2.6 and $47.7, respectively. The 2021, 2020 and 2019 balances include consideration payments for franchises in the United States and contingent consideration payments related to previous acquisitions, of which $6.3, $1.9 and $13.0, respectively, had been recognized as a liability at the acquisition date.

As of December 31, 2021, goodwill and intangible assets resulting from the 2021 acquisitions, excluding ettain group, were $3.1 and $0.6. No goodwill and intangible assets resulted from acquisitions in 2020. As of December 31, 2019, goodwill and intangible assets resulting from the 2019 acquisitions, excluding Manpower Switzerland, were $14.2 and $9.0, respectively.

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 Statements 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 Statements of Operations in the year ended December 31, 2019. Included in the $30.4 was foreign currency translation adjustment losses of $6.2 related to the joint venture from accumulated other comprehensive loss.

Occasionally, we dispose of parts of our operations in order to optimize our global strategic and geographic footprint and synergies.

In November 2021, we disposed of our Tunisia business in our Southern Europe segment and recognized a one-time loss on disposition of $1.2, which was included in selling and administrative expenses in the Consolidated Statements of Operations in the year ended December 31, 2021.

On September 30, 2020, we disposed of four businesses (Serbia, Croatia, Slovenia, Bulgaria) in our Southern Europe segment for $5.8 subject to normal post close working capital adjustments, and simultaneously entered into franchise agreements with the new ownership of these businesses. In connection with the disposition, we recognized a one-time loss on disposition of $5.8, which was included in selling and administrative expenses in the Consolidated Statements of Operations in the year ended December 31, 2020.