Business Combinations Business Combinations (Tables)

3 Months Ended

Mar. 31, 2014

Business Combination, Purchase Price Consideration [Table Text Block]

The preliminary purchase price of Stream consisted of the following items:



Cash consideration for Stream stock ⁽¹⁾	$	482.9
Cash consideration for Stream stock options ⁽²⁾	16.1
Cash consideration for repayment of Stream 11.25% Senior Secured Notes ⁽³⁾	243.0
Cash consideration for repayment of Stream 10.0% Promissory Notes ⁽⁴⁾	19.3
Cash consideration for repayment of Stream Revolving Credit Facility ⁽⁵⁾	63.4
Cash consideration for transaction expenses of Stream ⁽⁶⁾	7.8
Total cash consideration	832.5
Cash acquired ⁽⁷⁾	(28.0		)
Net consideration transferred	$	804.5


(1)	The cash consideration for the outstanding shares of Stream's common stock, which includes a preliminary estimate for future working capital settlement. Stream outstanding common shares totaled 0.7 as of March 3, 2014.


(2)	The cash consideration paid per share of "in the money" stock option awards.


(3)	The cash consideration to repay Stream's 11.25% Senior Secured Notes due 2014, which reflects the aggregate principal and interest amounts of $230.0 and $13.0, respectively, as of March 3, 2014.


(4)	The cash consideration to repay Stream's 10.0% Promissory Notes, which reflects the aggregate principal and interest amounts of $16.1 and $3.2, respectively, as of March 3, 2014.


(5)	The cash consideration to repay Stream's Revolving Credit Facility, which reflects the aggregate principal and interest amounts of $63.1 and $0.3, respectively, as of March 3, 2014.


(6)	Pursuant to the Merger Agreement, Convergys reimbursed the holders of Stream common stock for expenses incurred by Stream in connection with the merger. These expenses primarily related to third-party consulting services.


(7)	Represents the Stream cash balance acquired at acquisition.

Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract]

The following table summarizes the preliminary values of the assets acquired and liabilities assumed at the date of acquisition:



Preliminary purchase price allocation	At March 3, 2014
Assets:
Receivables	$	199.0
Other current assets	11.7
Property and equipment	160.1
Goodwill	280.9
Intangible assets	370.4
Other assets	13.7
Liabilities:
Accounts payable	(11.9		)
Accrued expenses	(99.6		)
Other current liabilities	(3.8		)
Debt	(34.6		)
Deferred tax - net	(70.5		)
Other long-term liabilities	(10.9		)
Total purchase price	$	804.5

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]

The following details the total intangible assets identified:



Intangible asset type	Value		Life (years)
Customer relationship	$	352.0	17
Trade name	17.0		4
Favorable lease contract	1.4		1	-	7
Total	$	370.4

Results of Stream Operations [Table Text Block]

The following table provides sales and results of operations from the acquired Stream business included in Convergys' March 31, 2014 results:



Stream results of operations	March 3, 2014 - March 31, 2014
Revenues	$	85.6
Loss before income taxes	$	(6.4	)

Business Acquisition, Pro Forma Information [Table Text Block]

The following unaudited pro forma information assumes the acquisition of Stream occurred at the beginning of the respective periods presented. The unaudited pro forma information presented below is for illustrative purposes only, does not include the pro forma adjustments that would be required under Regulation S-X for pro forma financial information and does not reflect future events that may occur after March 31, 2014 or any operating efficiencies or inefficiencies that may result from the Stream acquisition and related financing. Additionally, this unaudited pro forma information for the three months ended March 31, 2014 includes certain one-time costs associated with the Company's integration of the acquired Stream operations. Therefore, the information is not necessarily indicative of results that would have been achieved had the business been combined during the periods presented or the results that the Company will experience going forward.



	Three months ended March 31,
Unaudited pro forma information	2014		2013
Revenues	$	777.1	$	746.6
Income from Continuing Operations, net of tax	$	7.9	$	30.9

Earnings from Continuing Operations per share
Basic	$	0.08	$	0.29
Diluted	$	0.07	$	0.28

Weighted average common shares outstanding
Basic	101.1		105.7
Diluted	107.3		110.3



	Three months ended March 31,
Unaudited pro forma information	2014		2013
Revenues	$	777.1	$	746.6
Income from Continuing Operations, net of tax	$	7.9	$	30.9

Earnings from Continuing Operations per share
Basic	$	0.08	$	0.29
Diluted	$	0.07	$	0.28

Weighted average common shares outstanding
Basic	101.1		105.7
Diluted	107.3		110.3