This excerpt taken from the NDAQ 8-K filed Feb 20, 2008.
Selected unaudited pro forma condensed combined financial data of the combined company
The following unaudited pro forma condensed combined financial data and explanatory notes present how the consolidated financial statements of The NASDAQ OMX Group may have appeared had the Transactions (other than the BSX acquisition) been completed at earlier dates. The unaudited pro forma condensed combined financial data shows the impact of the combination on the companies respective historical financial positions and results of operations under the purchase method of accounting with Nasdaq treated as the acquirer of OMX and PHLX as if the Transactions had been completed on January 1, 2006 for statement of income purposes and on September 30, 2007 for balance sheet purposes. For purposes of the pro forma condensed combined financial data, OMX financial data has been translated into U.S. dollars and for the year ended December 31, 2006 and the nine months ended September 30, 2007 is presented in accordance with U.S. GAAP. Financial data for OMX for the nine months ended September 30, 2006 has been presented in accordance with IFRS. The unaudited pro forma balance sheet also includes Nasdaqs equity investment in DIFX as closing of this transaction is conditioned upon the concurrent closing of the transactions contemplated by the OMX transaction agreement. However, we have excluded the material non-recurring charges or credits and related tax effects which resulted directly from our initial equity investment in DIFX. These charges or credits and related tax effects will be included in our income within 12 months succeeding the Transactions. The remaining effect of this transaction has been included in our pro forma statements of income. We have also excluded the material non-recurring charges or credits and related tax effects related to our investment in the LSE that were included in our statements of income for the year ended December 31, 2006 and for the nine months ended September 30, 2006 and 2007. The remaining effects of the LSE transaction have also been included in our pro forma statements of income.
Nasdaq, OMX and PHLX intend to combine their businesses under the name The NASDAQ OMX Group, Inc. The combination will be treated under the purchase method of accounting for accounting purposes, and OMXs and PHLXs assets acquired and liabilities assumed will be recorded at their estimated fair value. The allocation of the purchase price, including intangible and net tangible assets, is only a preliminary allocation based on estimates of fair values and will change when estimates are finalized. Among the provisions of Statement of Financial Accounting Standards No. 141, Business Combinations, criteria have been established for determining whether intangible assets should be recognized separately from goodwill. Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS 142) provides, among other guidelines, that goodwill and intangible assets with indefinite lives will not be amortized, but rather are tested for impairment on at least an annual basis.
The unaudited pro forma condensed combined statement of income does not include (1) any revenue or cost saving synergies that may be achievable subsequent to the completion of the combination, or (2) the impact of non-recurring items directly related to the combination.
The pro forma condensed combined financial data is unaudited, is presented for informational purposes only, and is not necessarily indicative of the financial position or results of operations that would actually have occurred had the Transactions been completed as of the dates or at the beginning of the periods presented. In addition, the unaudited pro forma condensed combined financial data does not purport to project the future consolidated financial position or operating
results of the combined companies. The unaudited pro forma condensed combined financial data and the accompanying notes should be read together with: