19
capital. A reduction in credit ratings would also result in
increases in the cost of our outstanding debt as the interest rate
on the outstanding amounts under our credit facilities and most
tranches of our senior notes fluctuates based on our credit
ratings.
Damage to our reputation or brand name could have a
material adverse effect on our businesses.
One of our competitive strengths is our strong reputation and
brand name. Various issues may give rise to reputational risk,
including issues relating to:
•
our ability to maintain
the security of our data and
systems;
•
the quality and reliability of our technology platforms and
systems;
•
the ability to fulfill
our regulatory obligations;
•
the ability to execute our business plan, key initiatives or
new business ventures and the ability to keep up with
changing customer demand;
•
the representation
of our business in the media;
•
the accuracy of our financial statements and other financial
and statistical information;
•
the accuracy of our financial guidance or other information
provided to our investors;
•
the quality of our
corporate governance structure;
•
the quality of our products, including the reliability of our
transaction-based, Corporate Solutions and Market
Technology products, the accuracy of the quote and trade
information provided by our Data Products business and
the accuracy of calculations used by our Index Licensing
and Services business for indexes and unit investment
trusts;
•
the quality of our disclosure controls or internal controls
over financial reporting, including any failures in
supervision;
•
extreme price
volatility on our markets;
•
any negative publicity surrounding our listed companies;
and
•
any misconduct, fraudulent activity or theft by our
employees or other persons formerly or currently
associated with us.
Damage to our reputation could cause some issuers not to list
their securities on our exchanges, as well as reduce the trading
volumes or values on our exchanges or cause us to lose
customers in our Data Products, Index Licensing and Services,
Corporate Solutions or Market Technology businesses. This, in
turn, may have a material adverse effect on our business,
financial condition and operating results.
We may be required to recognize impairments of our goodwill,
intangible assets or other long-lived assets in the future.
Our business acquisitions typically result in the recording of
goodwill and intangible assets, and the recorded values of those
assets may become impaired in the future. As of December 31,
2016, goodwill totaled approximately $6.0 billion and
intangible assets, net of accumulated amortization, totaled
approximately $2.1 billion. The determination of the value of
such goodwill and intangible assets requires management to
make estimates and assumptions that affect our consolidated
financial statements.
We assess goodwill and intangible assets, as well as other long-
lived assets, including equity and cost method investments, and
property and equipment for impairment on an annual basis or
more frequently if indicators of impairment arise. We estimate
the fair value of such assets by assessing many factors, including
historical performance, capital requirements and projected cash
flows. Considerable management judgment is necessary to
project future cash flows and evaluate the impact of expected
operating and macroeconomic changes on these cash flows. The
estimates and assumptions we use are consistent with our
internal planning process. However, there are inherent
uncertainties in these estimates.
As discussed in “Intangible Asset Impairment Charges,” of
Note 5, “Goodwill and Acquired Intangible Assets,” to the
consolidated financial statements, we recorded an
indefinite-
lived intangible asset impairment charge of $578 million in
2016 and $119 million in 2015. In addition, we recorded asset
impairment charges of $49 million in 2014.
We may experience future events that may result in asset
impairments. Future disruptions to our business, prolonged
economic weakness or significant declines in operating results
at any of our reporting units or businesses, may result in
impairment charges to goodwill, intangible assets or other long-
lived assets. A significant impairment charge in the future could
have a material adverse effect on our operating results.
For additional discussion of our goodwill, indefinite-lived
intangible assets and other long-lived assets, including related
impairment, see “Goodwill and Related Impairment,”
“Indefinite-Lived Intangible Assets and Related Impairment,”
and “Other Long-Lived Assets and Related Impairment,” of
“Critical Accounting Policies and Estimates,” of Item 7.
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” and “Goodwill and
Indefinite-Lived Intangible Assets,” and “Valuation of Other
Long-Lived Assets,” of Note 2, “Summary of Significant
Accounting Policies,” and Note 5, “Goodwill and Acquired
Intangible Assets,” to the consolidated financial statements.
20
We may experience fluctuations in our operating results,
which may adversely affect the market price of our common
stock.
The financial services industry is risky and unpredictable and
is directly affected by many national and international factors
beyond our control, including:
•
economic, political and
geopolitical market conditions;
•
natural
disasters,
terrorism,
war or other catastrophes;
•
broad trends in industry and finance;
•
changes in price levels and volatility in the stock markets;
•
the level and volatility of interest rates;
•
changes in government monetary or tax policy;
•
the perceived attractiveness of the U.S. or European capital
markets; and
•
inflation.
Any one of these factors could have a material adverse effect
on our business, financial condition and operating results by
causing a substantial decline in the financial services markets
and reducing trading volumes or values. In particular, our U.S.
business operations are heavily concentrated on the East Coast,
and our European business operations are heavily concentrated
in Stockholm. Any event that affects either of those geographic
areas could potentially affect our ability to operate our
businesses.
Additionally, since borrowings under our credit facilities bear
interest at variable rates, any increase in interest rates on debt
that we have not fixed using interest rate hedges will increase
our interest expense, reduce our cash flow or increase the cost
of future borrowings or refinancings. Other than variable rate
debt, we believe our business has relatively large fixed costs
and low variable costs, which magnifies the impact of revenue
fluctuations on our operating results. As a result, a decline in
our revenue may lead to a relatively larger impact on operating
results. A substantial portion of our operating expenses will be
related to personnel costs, regulation and corporate overhead,
none of which can be adjusted quickly and some of which
cannot be adjusted at all. Our operating expense levels will be
based on our expectations for future revenue. If actual revenue
is below management’s expectations, or if our expenses
increase before revenues do, both revenues less transaction-
based expenses and operating results would be materially and
adversely affected. Because of these factors, it is possible that
our operating results or other operating metrics may fail to meet
the expectations of stock market analysts and investors. If this
happens, the market price of our common stock may be
adversely affected.
We are exposed to credit risk from third parties, including
customers, counterparties and clearing agents.
We are exposed to credit risk from third parties, including
customers, counterparties and clearing agents. These parties
may default on their obligations to us due to bankruptcy, lack
of liquidity, operational failure or other reasons.
We clear or stand as riskless principal to a range of equity-
related and fixed-income-related derivative products,
commodities and resale and repurchase agreements. We assume
the counterparty risk for all transactions that are cleared through
our markets and guarantee that our cleared contracts will be
honored. We enforce minimum financial and operational
criteria for membership eligibility, require members and
investors to provide collateral, and maintain established risk
policies and procedures to ensure that the counterparty risks are
properly monitored and pro-actively managed; however, none
of these measures provides absolute assurance against
experiencing financial losses from defaults by our
counterparties on their obligations. No guarantee can be given
that the collateral provided will at all times be sufficient.
Although we maintain clearing capital resources to serve as an
additional layer of protection to help ensure that we are able to
meet our obligations, these resources may not be sufficient.
In addition, one of our broker-dealer subsidiaries, Execution
Access, has a clearing arrangement with Cantor Fitzgerald &
Co., or Cantor Fitzgerald. As of December 31, 2016, we have
contributed $20 million of clearing deposits to Cantor
Fitzgerald in connection with this clearing arrangement. Some
of the trading activity in Execution Access is cleared by Cantor
Fitzgerald through the Fixed Income Clearing Corporation.
Execution Access assumes the counterparty risk of clients that
do not clear through the Fixed Income Clearing
Corporation. Counterparty risk of clients exists for Execution
Access between the trade date and settlement date of the
individual transactions, which is one business day. All of
Execution Access’ obligations under the clearing arrangement
with Cantor Fitzgerald are guaranteed by Nasdaq.
Counterparties that do not clear through the Fixed Income
Clearing Corporation are subject to a credit due diligence
process and may be required to post collateral, provide principal
letters, or provide other forms of credit enhancement to
Execution Access for the purpose of mitigating counterparty
risk. Although we believe that the potential for us to be required
to make payments under these arrangements is mitigated
through the pledged collateral and our risk management
policies, no guarantee can be provided that these arrangements
will at all times be sufficient.
We also have credit risk related to transaction and subscription-
based revenues that are billed to customers on a monthly or
quarterly basis, in arrears.
Credit losses such as those described above could adversely
affect our consolidated financial position and results of
operations.
Our leverage limits our financial flexibility, increases our
exposure to weakening economic conditions and may
adversely affect our ability to obtain additional financing.