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Acquisition
9 Months Ended
Sep. 30, 2013
Acquisition  
Acquisition

2. Acquisition

 

On February 4, 2013, we completed the purchase of Cuprum, a premier pension manager in Chile that will grow our ability to offer customers in Chile unmatched pension savings and retirement solutions. Our acquisition agreement required Empresas Penta S.A. and Inversiones Banpenta Limitada to sell their 63% ownership in Cuprum pursuant to a public tender offer that also included the remaining 37% of publicly traded shares. As a result of the public tender offer, we initially acquired a 91.55% ownership stake in Cuprum for a purchase price of $1.3 billion. Cuprum is consolidated within the Principal International segment on a one-month lag.

 

A summary of the fair values of the net assets acquired as of February 4, 2013, based upon current valuation estimates, is as follows (in millions):

 

Assets

 

 

 

Equity securities, available-for-sale

 

$

3.2

 

Equity securities, trading

 

340.5

 

Real estate

 

1.9

 

Other investments

 

24.2

 

Cash and cash equivalents

 

3.5

 

Premiums due and other receivables

 

1.4

 

Property and equipment

 

19.6

 

Goodwill

 

633.3

 

Other intangibles

 

671.3

 

Separate account assets

 

33,919.4

 

Other assets

 

27.3

 

Total assets

 

35,645.6

 

Liabilities

 

 

 

Short-term debt

 

5.0

 

Long-term debt

 

114.6

 

Separate account liabilities

 

33,919.4

 

Other liabilities

 

229.5

 

Total liabilities

 

34,268.5

 

Noncontrolling interest

 

113.6

 

Net assets acquired

 

$

1,263.5

 

 

Of the acquired intangible assets, $633.3 million was assigned to goodwill and is not subject to amortization. The goodwill is largely related to future sales anticipated from our internal workforce and entity-specific revenue synergies that will be generated by combining Cuprum with our existing businesses.

 

Of the remaining acquired intangible assets, $185.2 million was assigned to trade name, which is not subject to amortization, and $486.1 million was assigned to customer relationships, which is subject to amortization over a 15-year useful life.

 

See Note 3, Variable Interest Entities, for further information on Cuprum’s separate account assets and liabilities.

 

The following (unaudited) pro forma consolidated results of operations have been prepared to show the impact of the acquisition of Cuprum as if the acquisition had occurred January 1, 2013, for the three and nine months ended September 30, 2013, and on January 1, 2012, for the three and nine months ended September 30, 2012. This supplemental pro forma information has been prepared for comparative purposes and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time, nor is it intended to be a projection of future results.

 

 

 

For the three months ended,

 

For the nine months ended,

 

 

 

September 30,

 

September 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

(in millions, except per share data)

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

$

2,239.6

 

$

2,756.8

 

$

6,666.9

 

$

7,073.6

 

Net income

 

259.1

 

224.1

 

706.4

 

679.8

 

Basic earnings per common share

 

0.83

 

0.76

 

2.40

 

2.28

 

Diluted earnings per common share

 

0.82

 

0.75

 

2.37

 

2.26

 

 

The (unaudited) total revenues and net income of Cuprum included in the consolidated statement of operations from the acquisition date to the period ended September 30, 2013, were as follows:

 

 

 

For the three months ended,

 

For the nine months ended,

 

 

 

September 30, 2013

 

September 30, 2013

 

 

 

(in millions)

 

Total revenues

 

$

44.1

 

$

120.8

 

Net income

 

17.3

 

52.7