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These excerpts taken from the NDAQ 10-K filed Feb 27, 2009. Equity Investment
As of February 27, 2008, OMX AB owned approximately 3.8 million shares of Orc Software AB, a company publicly traded on NASDAQ OMX Stockholm which was recorded under the equity method of accounting with a carrying value of $14.0 million. As part of the OMX AB purchase price allocation, the investment in Orc Software was recorded at fair value of $88.7 million based on the daily closing price as reported on NASDAQ OMX Stockholm as of February 27, 2008.
Equity Investment STYLE="margin-top:0px;margin-bottom:-6px">As of February 27, 2008, OMX AB owned approximately 3.8 million STYLE="margin-top:0px;margin-bottom:0px; margin-left:2%; text-indent:-2%">Exchange and Clearing Registrations STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">The exchange and clearing registrations represent licenses that provide OMX AB with the ability to operate its equity and derivative exchanges as well as the clearing function. Nasdaq views these intangible assets as a perpetual license to operate the exchanges so long as OMX AB meets its regulatory requirements. Nasdaq selected a variation of the income approach called the Greenfield Approach to value the exchange and clearing registrations. The Greenfield Approach refers to a discounted cash flow analysis that assumes the buyer is building the exchange and clearing operations from a start-up business to a normalized level of operations as of the acquisition date. This discounted cash flow model considers the required resources and eventual returns from the build-out of operational exchanges and the acquisition of customers, once the exchange and clearing registrations are obtained. The advantage of the approach is that it reflects the actual expectations that will arise from an investment in the registrations and it directly values the registrations. The Greenfield Approach relies on assumptions regarding projected revenues, margins, capital expenditures, depreciation, and working capital during the two year pre-trade phase, the 10 year ramp-up period as well as the terminal period.
A steady state projection for OMX AB was established first. The projection included synergies that a market participant buyer could realize. Since OMX
Nasdaq
The initial
F-32 Table of ContentsThe NASDAQ OMX Group, Inc. SIZE="1"> Notes to Consolidated Financial Statements(Continued) STYLE="margin-top:0px;margin-bottom:0px">Based on historical working capital levels and a review of working capital for comparable companies STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">The cash flows were then tax-effected at a rate of 25.0%, and a discounted tax amortization benefit was added to the fair value of the asset under the assumption that the exchange registrations would be amortized for tax purposes over a period of seven years. STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">An indefinite life was assumed for these registrations as the exchanges have operated, in some cases, for more than 140 years and the authorization to operate these exchanges is perpetual so long as OMX AB meets its regulatory requirements. Furthermore, since no legal, contractual, competitive, economic, or other factors limit the useful life of these intangible assets, Nasdaq considered the useful life of the exchange and clearing registrations to be indefinite. As noted above, we assessed the factors listed in paragraph 11 of SFAS 142 in making this indefinite life determination. STYLE="margin-top:0px;margin-bottom:0px"> The fair value of the exchange registrations was determined to be
This excerpt taken from the NDAQ 10-Q filed Nov 7, 2008. Equity Investment As of February 27, 2008, OMX owned approximately 3.8 million shares of Orc Software AB, a company publicly traded on the OMX Nordic Exchange in Stockholm. The value of this investment is based on the daily closing price as reported on the OMX Nordic Exchange in Stockholm. As of February 27, 2008, the book value of the Orc Software shares was $14.0 million and the fair value was $88.7 million, constituting additional fair value of $74.7 million. This excerpt taken from the NDAQ 10-Q filed Aug 8, 2008. Equity Investment As of February 27, 2008, OMX owned approximately 3.8 million shares of Orc Software AB, a company publicly traded on the OMX Nordic Exchange in Stockholm. The value of this investment is based on the daily closing price as reported on the OMX Nordic Exchange in Stockholm. As of February 27, 2008, the book value of the Orc Software shares was $14.0 million and the fair value was $88.7 million, constituting additional fair value of $74.7 million. This excerpt taken from the NDAQ 10-Q filed May 9, 2008. Equity Investment As of the acquisition date, OMX owned approximately 3.8 million shares of Orc Software AB, a company publicly traded on the OMX Nordic Exchange in Stockholm. The value of this investment is based on the daily closing price as reported on the OMX Nordic Exchange in Stockholm. As of the acquisition date, the book value of the Orc Software shares was $14.0 million and the fair value was $88.7 million, constituting additional fair value of $74.7 million. This excerpt taken from the NDAQ 8-K filed May 2, 2008. Equity Investment OMX owns approximately 3.8 million shares of Orc Software AB, a company publicly traded on the OMX Nordic Exchange in Stockholm. The value of this investment is based on the daily closing price as reported on the OMX Nordic Exchange in Stockholm. The book value of the Orc Software shares was $14.0 million and the fair value was $88.7 million, constituting additional fair value of $74.7 million. This excerpt taken from the NDAQ 8-K filed Feb 20, 2008. Equity investment OMX had previously purchased 4.5 million shares of Orc Software AB (Orc Software), a company publicly traded on the OMX Nordic Exchange in Stockholm. The value of this investment is based on the daily closing price as reported on the OMX Nordic Exchange in Stockholm. In April 2007, OMX sold 650,000 of its 4.5 million Orc Software shares. The final purchase price allocation will reflect this sale. | EXCERPTS ON THIS PAGE:
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