* Shares owned by Nokia Group companies are excluded.
As of June 30, 2013, Nokia Groupís total cash and other liquid assets was EUR
9,453 million, and net cash and other liquid assets was EUR 4,067 million. On a
pro forma basis, Nokia Groupís total cash and other liquid assets was EUR
12,845 million, and net cash and other liquid assets was EUR 7,468 million,
reflecting the hypothetical impact of the Transactions.
(1) The adjustments in this column reflect the impact of the NSN Acquisition as
if it had occurred on June 30, 2013. The adjustments eliminate the recorded
Siemensí non-controlling interest against the related capital accounts
attributable to the equity shareholders of the parent, Nokia Group, and reflect
the estimated loss that will be incurred as a result of the NSN Acquisition.
Although the NSN Acquisition was financed through a secured loan from Siemens
and bank financing, the adjustments reflect a cash transaction as the secured
loan and the bank financing is expected to be repaid with the cash proceeds
from the Sale of the D&S Business.
(2) The adjustments in this column reflect the impact of the Sale of the D&S
Business. The pro forma adjustments eliminate all of the assets and liabilities
attributable to the D&S Business, reflect the net proceeds expected to be
received from Microsoft International and reflect the estimated gain that would
result if the Sale of the D&S Business was consummated on June 30, 2013. These
adjustments and the estimated gain are based on the reported assets and
liabilities as of June 30, 2013 and the estimated net proceeds, while the
actual adjustments and gain to be recognized upon consummation of the Sale of
the D&S Business will be based on the assets and liabilities that exist on that
date and on the final purchase price paid to Nokia. Accordingly, the final gain
and related adjustments may differ significantly from the estimated adjustments
(3) Other pro forma adjustments include:
- EUR 1.65 billion in cash to be received in connection with the Patent License
- An increase of EUR 1.65 billion in accrued expenses and other liabilities
related to deferred revenue under the Patent License Agreement; and
- Tax related and other miscellaneous adjustments to reflect the conversion of
certain inter-segment receivables and payables into external receivables and
payables between the D&S Business and the continuing operations of Nokia Group.
Presentation of pro forma non-IFRS results from continuing operations
In addition to information on Nokiaís reported IFRS results, Nokia provides
certain information on a non-IFRS, or underlying business performance, basis.
Non-IFRS results exclude all material special items for all periods. In
addition, non-IFRS results exclude intangible asset amortization, other
purchase price accounting related items and inventory value adjustments arising
from (1) the formation of Nokia Siemens Networks and (2) all business
acquisitions completed after June 30, 2008. Nokia believes that its non-IFRS
results provide meaningful supplemental information to both management and
investors regarding Nokia and its underlying business performance by excluding
the above-described items that may not be indicative of Nokiaís business
operating results. In this pro forma information Nokiaís non-IFRS results as
described above are also presented on a pro forma basis.