I. Table of Contents - ISS
I. Table of Contents - ISS
I. Table of Contents - ISS
You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
tatiana\Bank Book\Public Bank Book\FINAL <strong>ISS</strong> PUBLIC Bank IM - Press Release to EMTN_1.doc 9 Nov 2005 10:32 90/91<br />
Appendix D: Consolidated Balance Sheet, <strong>ISS</strong> Holding<br />
90<br />
Appendices<br />
Note:<br />
Unaudited Consolidated Preliminary Interim Balance Sheet and Purchase price allocation<br />
The process <strong>of</strong> identifying and determining the fair values to be assigned to the acquired identifiable<br />
assets and liabilities and contingent liabilities assumed in the acquisition <strong>of</strong> <strong>ISS</strong> has not yet been<br />
completed. Accordingly, the unaudited consolidated preliminary interim balance sheet is based on<br />
initial accounting and provisional values.<br />
The preliminary purchase price allocation and calculation <strong>of</strong> goodwill are based on the carrying<br />
amount <strong>of</strong> the acquired net assets <strong>of</strong> <strong>ISS</strong> as <strong>of</strong> the Acquisition Date, adjusted for certain known events<br />
and transactions. These adjustments to the carrying amounts <strong>of</strong> the acquired net assets as <strong>of</strong> the<br />
Acquisition Date include:<br />
� a reduction <strong>of</strong> long-term debt to reflect the market price <strong>of</strong> <strong>ISS</strong> Global's debt obligation under its<br />
EMTNs as <strong>of</strong> the Acquisition Date, resulting in a DKK 1,811 million reduction <strong>of</strong> long-term debt, which<br />
includes reversal <strong>of</strong> DKK 389 million related to gains on interest rate swaps hedging the fixed interest<br />
rate <strong>of</strong> the EMTNs;<br />
� a DKK 107 million increase in pension obligations based on actuarial calculations updated in certain<br />
countries in connection with the preparation <strong>of</strong> the unaudited consolidated interim financial statements<br />
<strong>of</strong> <strong>ISS</strong> as <strong>of</strong> and for the nine months ended September 30, 2005;<br />
� recognition <strong>of</strong> transaction-related obligations <strong>of</strong> DKK 382 million regarding the settlement <strong>of</strong> options<br />
and warrants and certain obligations assumed by <strong>ISS</strong> as a direct consequence <strong>of</strong> the Transactions;<br />
and<br />
� the tax impact from the above adjustments.<br />
Additional fair value adjustments must, however, still be made in respect <strong>of</strong> the assets acquired and<br />
liabilities and contingent liabilities assumed, which are to be recognized under the following headings:<br />
� customer contract portfolios and related customer relationships;<br />
� s<strong>of</strong>tware and other intangible assets;<br />
� property, plant and equipment;<br />
� financial assets;<br />
� current assets;<br />
� pensions (with the exception <strong>of</strong> the DKK 107 million adjustment mentioned above); and<br />
� other provisions as well as contingent liabilities.<br />
Furthermore, any other identifiable intangible assets must be recognized at fair value as <strong>of</strong> the<br />
Acquisition Date, including the value <strong>of</strong> <strong>ISS</strong>'s brands and non-contractual relationships, etc. In<br />
particular, adjustments related to the amount to be recognized in respect <strong>of</strong> customer contract<br />
portfolios and related relationships and brands and other intangible assets are expected to be<br />
significant. Such fair value adjustments may have an impact on the recognized deferred tax assets<br />
and liabilities. As amounts to be recognized in respect <strong>of</strong> certain <strong>of</strong> these intangible assets must be<br />
amortized over their expected useful lives, <strong>ISS</strong> Holding will also experience a significant increase in its<br />
consolidated non-cash expenses and a corresponding decrease in its consolidated net pr<strong>of</strong>it or<br />
increase in its consolidated net loss and thereby a reduction <strong>of</strong> equity. In addition, the tax impact <strong>of</strong> the<br />
above adjustments may be significant.<br />
The amounts to be recognized when the purchase price allocation and goodwill calculation are<br />
finalized will deviate significantly from those recognized in this unaudited consolidated preliminary<br />
interim balance sheet as <strong>of</strong> September 30, 2005. Furthermore, <strong>ISS</strong> Holding cannot give any assurance<br />
that such adjustments will not also result in increases in the <strong>ISS</strong> Holding’s consolidated expenses and<br />
corresponding decreases in its consolidated net pr<strong>of</strong>it or increases in its consolidated net loss and<br />
thereby a reduction <strong>of</strong> equity.