F-22
Intangible Assets
The following table presents the details of acquired intangible assets in our 2016 and 2015 acquisitions. All
acquired intangible
assets with finite lives are amortized using the straight-line method.
2016
2015
ISE
Boardvantage
Marketwired
Nasdaq CXC
DWA
($ in millions)
Intangible Assets
Exchange registrations
$
467
$
—
$
—
$
—
$
—
Discount
rate used
8.6%
—
—
—
—
Estimated
average remaining useful life
Indefinite
—
—
—
—
Customer relationships
$
148
$
103
$
29
$
76
$
29
Discount rate used
9.1%
15.5%
16.4%
10.3%
17.5%
Estimated average remaining useful life
13 years
14 years
6 years
17 years
15 years
Trade name
$
8
$
2
$
2
$
—
$
108
Discount rate used
8.6%
15.0%
15.8%
—
17.0%
Estimated average remaining useful life
Indefinite
1 year
2 years
—
Indefinite
Technology
$
—
$
6
$
—
$
—
$
4
Discount rate used
—
15.5%
—
—
17.0%
Estimated average remaining useful life
—
5 years
—
—
5 years
Total intangible assets
$
623
$
111
$
31
$
76
$
141
Exchange Registrations
As part of our acquisition of ISE we acquired exchange
registrations. The exchange registrations represent licenses that
provide ISE with the ability to operate its option exchanges.
Nasdaq views these intangible assets as a perpetual license to
operate the exchanges so long as ISE meets its regulatory
requirements. Nasdaq selected a variation of the income
approach called the Greenfield Approach to value the exchange
registrations. The Greenfield Approach refers to a discounted
cash flow analysis that assumes the buyer is building the
exchange from a start-up business to a normalized level of
operations as of the acquisition date. This discounted cash flow
model considers the required resources and eventual returns
from the build-out of operational exchanges and the acquisition
of customers, once the exchange registrations are obtained. The
advantage of this approach is that it reflects the actual
expectations that will arise from an investment in the
registrations and it directly values the registrations. The
Greenfield Approach relies on assumptions regarding projected
revenues, margins, capital expenditures, depreciation, and
working capital during the two year pre-trade phase, the 10 year
ramp-up period, as well as the terminal period.
In developing a discount rate for the exchange registrations, we
estimated a weighted average cost of capital for the overall
business and we employed this rate when discounting the cash
flows. The resulting discounted cash flows were then tax-
effected at the applicable statutory rate.
Customer Relationships
As part of our acquisitions of ISE, Boardvantage, Marketwired,
Nasdaq CXC, and DWA, we acquired customer relationships.
Customer relationships represent the non-contractual and
contractual relationships with customers.
Methodology
For our acquisitions of ISE, Boardvantage, Marketwired and
Nasdaq CXC, customer relationships were valued using the
income approach, specifically an excess earnings method. The
excess earnings method examines the economic returns
contributed by the identified tangible and intangible assets of
a company, and then isolates the excess return that is attributable
to the intangible asset being valued.
The DWA customer relationships were valued individually for
each of DWA’s businesses using the income approach,
specifically the with-and-without method. The with-and-
without method is commonly used when the cash flows of a
business can be estimated with and without the asset in place.
The premise associated with this valuation technique is that the
value of an asset is represented by the differences in the subject
business’ cash flows under scenarios where (a) the asset is
present and is used in operations (with); and (b) the asset is
absent and not used in operations (without). Cash flow
differentials are then discounted to present value to arrive at an
estimate of fair value for the asset.
We estimated that without current customer relationships, it
would take approximately 3-6 years, depending on the business,
for the customer base to grow to 100.0% of current projected
revenues. We also made estimates related to compensation
levels and other expenses such as sales and marketing that
would be incurred as the business was ramped up through the
year in which the customer base would be expected to reach the
level that currently exists.
F-23
Discount rate
The discount rates used reflect the amount of risk associated
with the hypothetical cash flows for the customer relationships
relative to the overall business. In developing a discount rate
for the customer relationships, we estimated a weighted average
cost of capital for the overall business and we employed this
rate when discounting the cash flows. The resulting discounted
cash flows were then tax-effected at the applicable statutory
rate.
For our acquisitions of Marketwired, Nasdaq CXC and DWA,
a discounted tax amortization benefit was added to the fair value
of the assets under the assumption that the customer
relationships would be amortized for tax purposes over a period
of 15 years.
Estimated Useful Life
We estimate the remaining useful life based on the historical
behavior of the customers and a parallel analysis of the
customers using the excess earnings method.
Trade Name
The DWA trade name is recognized in the industry and carries
a reputation for quality. As such, DWA’s reputation and positive
recognition embodied in the trade name is a valuable asset to
Nasdaq. The trade name was considered the primary asset
acquired in this transaction. In valuing the acquired trade name,
we used the income approach, specifically the excess earnings
method. The excess earnings method examines the economic
returns contributed by the identified tangible and intangible
assets of a company, and then isolates the excess return that is
attributable to the intangible asset being valued.
The discount rate used reflects the amount of risk associated
with the hypothetical cash flows generated by the DWA trade
name in the future. In developing a discount rate for the trade
name, we estimated a weighted average cost of capital for the
overall business and we employed this rate when discounting
the cash flows. The resulting discounted cash flows were then
tax-effected at the applicable statutory rate, and a discounted
tax amortization benefit was added to the fair value of the asset
under the assumption that the trade name would be amortized
for tax purposes over a period of 15 years.
We estimated the useful life of the trade name to be indefinite.
The useful life was based on several factors including the
number of years the name has been in service, its popularity
within the industry, and our intention to continue its use in the
branding of products.
Pro Forma Results and Acquisition-related Costs
The consolidated financial statements for the years ended
December 31, 2016, 2015 and 2014 include the financial results
of the above 2016, 2015 and 2014 acquisitions from the date
of each acquisition. Pro forma financial results for the
acquisitions completed in 2016, 2015 and 2014 have not been
presented since these acquisitions both individually and in the
aggregate were not material to our financial results.
Acquisition-related costs for the transactions described above
were expensed as incurred and are included in merger and
strategic initiatives expense in the Consolidated Statements of
Income.
* * * * * *
5. Goodwill and Acquired Intangible Assets
Goodwill
The following table presents the changes in goodwill by business segment during the year ended December 31, 2016:
Market Services
Corporate
Services
Information
Services
Market
Technology
Total
(in millions)
Balance at December 31, 2015
$
2,941 $
467 $
1,823 $
164 $
5,395
Goodwill
acquired
549
234
54
—
837
Foreign currency translation adjustment
(100)
(27)
(71)
(7)
(205)
Balance at December 31, 2016
$
3,390 $
674 $
1,806 $
157 $
6,027
The goodwill acquired for Market Services and Information
Services shown above relates to our acquisitions of ISE and
Nasdaq CXC, and the goodwill acquired for Corporate Services
shown above relates to our acquisitions of Boardvantage and
Marketwired. See “2016 Acquisitions,” of Note 4,
“Acquisitions,” for further discussion.
As of December 31, 2016, the amount of goodwill that is
expected to be deductible for tax purposes in future periods is
$879 million, of which $561 million is related to our acquisition
of eSpeed, $237 million is related to our acquisition of the TR
Corporate businesses, and $81 million is related to other
acquisitions.
Goodwill represents the excess of purchase price over the value
assigned to the net assets, including identifiable intangible
assets, of a business acquired. Goodwill is allocated to our
reporting units based on the assignment of the fair values of
each reporting unit of the acquired company. We test goodwill
for impairment at the reporting unit level annually, or in interim