F-20
Restructuring Reserve
The following table presents the changes in the restructuring reserve for the year ended December 31, 2016:
Balance at
January 1,
2016
Expense
Incurred
Cash
Payments
Balance at
December 31,
2016
(in millions)
Severance
$
12 $
22 $
(17) $
17
As of December 31, 2016, the majority of the restructuring reserve is included in other current liabilities in the Consolidated
Balance Sheets and will be paid in 2017.
4. Acquisitions
We completed the following acquisitions in 2016, 2015 and 2014. Financial results of each transaction are included in our
Consolidated Statements of Income from the date of each acquisition.
2016 Acquisitions
Purchase
Consideration
Total Net Assets
(Liabilities) Acquired
Total Net Deferred Tax
Liability
Acquired
Intangible Assets
Goodwill
(in millions)
ISE
$
1,070 $
83 $
(185) $
623 $
549
Boardvantage
242
28
(45)
111
148
Marketwired
111
(1)
(5)
31
86
Nasdaq CXC
116
6
(20)
76
54
The amounts in the table above represent the allocation of
purchase price as of December 31, 2016. The preliminary
allocations of the purchase price are subject to revision during
the remainder of the measurement period, a period not to exceed
12 months from the acquisition date. Adjustments to the
provisional values, which may include tax and other estimates,
during the measurement period will be recorded in the reporting
period in which the adjustment amounts are determined.
Changes to amounts recorded as assets and liabilities may result
in a corresponding adjustment to goodwill.
See “Intangible Assets” below for further discussion of
intangible assets acquired through our 2016 acquisitions.
Acquisition of ISE
On June 30, 2016, we acquired ISE for $1,070 million. We
acquired net assets, at fair value, totaling $83 million and
recorded a net deferred tax liability of $185 million, comprised
of a deferred tax liability of $266 million and a deferred tax
asset of $81 million, related to differences in the U.S. GAAP
and tax basis of our investment in ISE. ISE is part of our Market
Services, Information Services and Market Technology
segments.
In May 2016, we issued the 2023 Notes and in June 2016, we
issued the 2026 Notes to fund this acquisition. See “1.75%
Senior Unsecured Notes,” and “3.85% Senior Unsecured
Notes,” of Note 9, “Debt Obligations,” for further discussion.
Acquisition of Boardvantage
In May 2016, we acquired Boardvantage for $242 million ($197
million in cash paid plus $45 million in working capital
adjustments, which primarily includes cash acquired). We
acquired net assets, at fair value, totaling $28 million and
recorded a net deferred tax liability of $45 million, comprised
of a deferred tax liability of $46 million and a deferred tax asset
of $1 million, related to differences in the U.S. GAAP and tax
basis of our investment in Boardvantage. This acquisition
expanded our Corporate Solutions governance business within
our Corporate Services segment.
Nasdaq borrowed $197 million under the revolving credit
commitment of the 2014 Credit Facility to fund this acquisition.
Acquisition of Marketwired
In February 2016, we acquired Marketwired for $111 million
($109 million in cash paid plus $2 million in working capital
adjustments). We acquired net liabilities, at fair value, totaling
$1 million and recorded a deferred tax liability of $10 million
related to differences in the U.S. GAAP and tax basis of our
investment in Marketwired. In the second quarter of 2016, we
recorded a measurement period adjustment of $5 million to the
estimated fair value of deferred tax liabilities to reflect a revised
assessment following the receipt of new information. The
adjustment resulted in a decrease to both deferred tax liabilities
recorded and goodwill. The adjustment did not result in an
impact to our Consolidated Statements of Income. Marketwired
is part of our Corporate Solutions business within our Corporate
Services segment.
Nasdaq borrowed $109 million under the revolving credit
commitment of the 2014 Credit Facility to fund this acquisition.
F-21
Acquisition of Nasdaq CXC
In February 2016, we acquired Nasdaq CXC for $116 million
($115 million in cash paid plus $1 million in working capital
adjustments). We acquired net assets, at fair value, totaling $6
million and recorded a deferred tax liability of $20 million
related to differences in the U.S. GAAP and tax basis of our
investment in Nasdaq CXC. Nasdaq CXC is part of our Market
Services segment and our Data Products business within our
Information Services segment.
Nasdaq used cash on hand and borrowed $55 million under the
revolving credit commitment of the 2014 Credit Facility to fund
this acquisition.
* * * * * *
2015 Acquisitions
We completed the following acquisitions in 2015. Financial results are included in our Consolidated Statements of Income from
the date of each acquisition.
Purchase
Consideration
Total Net Assets
Acquired
Total Net Deferred
Tax Liability
Acquired
Intangible Assets
Goodwill
(in millions)
DWA
$
226
$
8
$
(34) $
141
$
111
We finalized the allocation of the purchase price for DWA in January 2016. There were no adjustments to the provisional values
for this acquisition during the 12 month measurement period.
Acquisition of DWA
On January 30, 2015, we completed the acquisition of DWA for
$226 million ($225 million cash paid plus $1 million in working
capital adjustments). We acquired net assets, at fair value,
totaling $8 million and recorded a deferred tax liability of $34
million related to differences in the U.S. GAAP and tax basis
of our investment in DWA. DWA is part of our Data Products
and Index Licensing and Services businesses within our
Information Services segment.
Nasdaq used cash on hand and borrowed $100 million under
the revolving credit commitment of the 2014 Credit Facility to
fund this acquisition.
See “Intangible Assets” below for further discussion of
intangible assets acquired in the DWA acquisition.
Acquisition of Full Ownership of NPM and Acquisition of
SecondMarket
In October 2015, we acquired full ownership of NPM following
the acquisition of the minority stake that was previously held
by a third party. In addition, through NPM, we acquired
SecondMarket. The purchase of the additional ownership
interest in NPM and the acquisition of SecondMarket were
purchased for an immaterial amount. NPM and SecondMarket
are part of our Listing Services business within our Corporate
Services segment.
2014 Acquisition
In March 2014, we completed the acquisition of the remaining
28.0% ownership interest in BWise that was previously held by
a third party. BWise is part of our Market Technology segment.