F-24
periods if certain events occur indicating that the carrying
amount may be impaired, such as changes in the business
climate, poor indicators of operating performance or the sale
or disposition of a significant portion of a reporting unit. There
was no impairment of goodwill for the years ended
December 31, 2016 and 2015; however, events such as
economic weakness or unexpected significant declines in
operating results of a reporting unit may result in goodwill
impairment charges in the future.
* * * * * *
Acquired Intangible Assets
The following table presents details of our total
acquired intangible assets, both finite- and indefinite-lived:
December 31, 2016
December 31, 2015
Gross
Amount
Accumulated
Amortization
Net Amount
Weighted-
Average
Useful Life
(in Years)
Gross
Amount
Accumulated
Amortization
Net Amount
Weighted-
Average
Useful Life
(in Years)
(in millions)
(in millions)
Finite-Lived Intangible
Assets
Technology
$
38 $
(24) $
14
5 $
39 $
(23) $
16
5
Customer
relationships
1,394
(464)
930
18
1,038
(387)
651
20
Other
7
(6)
1
6
5
(4)
1
9
Foreign currency translation
adjustment
(160)
58
(102)
(138)
43
(95)
Total
finite-lived
intangible assets
$
1,279 $
(436) $
843
$
944 $
(371) $
573
Indefinite-Lived Intangible
Assets
Exchange
and clearing
registrations
$
1,257 $
— $
1,257
$
790 $
— $
790
Trade names
130
—
130
700
—
700
Licenses
52
—
52
51
—
51
Foreign currency translation
adjustment
(188)
—
(188)
(155)
—
(155)
Total
indefinite-lived
intangible assets
$
1,251 $
— $
1,251
$
1,386 $
— $
1,386
Total intangible assets
$
2,530 $
(436) $
2,094
$
2,330 $
(371) $
1,959
Amortization expense for acquired finite-lived intangible assets
was $82 million for the year ended December 31, 2016, $62
million for the year ended December 31, 2015 and $69 million
for the year ended December 31, 2014. The increase in
amortization expense in 2016 compared with 2015 was
primarily due to additional acquired intangible assets in 2016.
The decrease in amortization expense in 2015 compared with
2014 was primarily due to lower amortization expense on
certain intangible assets that were impaired in 2015 as
discussed below, partially offset by amortization expense on
identifiable finite-lived intangible assets acquired in connection
with the acquisition of DWA.
The estimated future amortization expense (excluding the
impact of foreign currency translation adjustments of $102
million as of December 31, 2016) of acquired finite-lived
intangible assets as of December 31, 2016 is as follows:
(in millions)
2017
$
94
2018
90
2019
76
2020
75
2021
74
2022 and thereafter
536
Total
$
945
Intangible Asset Impairment Charges
We recorded the pre-tax, non-cash intangible asset impairment
charges described below during 2016, 2015 and 2014.
F-25
During 2016, the eSpeed business continued to operate in a
challenging environment and, as a result, experienced a decline
in operating performance. In October 2016, a new head of FICC
joined Nasdaq and, in late November and December 2016, the
management team conducted an extensive business review of
the eSpeed business. Based upon this review, management
changed the strategic direction of our Fixed Income business
and will more closely integrate the U.S. and European Fixed
Income businesses under a single brand called Nasdaq Fixed
Income. As part of this effort, we decided to no longer utilize
the eSpeed trade name. In connection with these triggering
events, following board approval in January 2017, we recorded
a pre-tax, non-cash intangible asset impairment charge of $578
million to write off the full value of the eSpeed trade name as
we no longer attribute any material value to the trade name.
This charge is recorded in asset impairment charges in the
Consolidated Statements of Income for 2016.
In 2015, in connection with our global rebranding initiative, we
decided to change our company name from The NASDAQ
OMX Group, Inc. to Nasdaq, Inc., which became effective in
the third quarter of 2015. In connection with this action, we
decided to discontinue the use of the OMX trade name and
recorded a pre-tax, non-cash impairment charge of $119 million
because we no longer attribute any material value to the trade
name. This charge is recorded in restructuring charges in the
Consolidated Statements of Income for 2015.
In 2014, we recorded a non-cash intangible asset impairment
charge totaling $38 million related to an acquired intangible
asset associated with customer relationships. The impairment
resulted primarily from changes in the forecasted revenues
associated with the acquired customer list of our eSpeed
business. The fair value of customer relationships of $71 million
was determined using the income approach, specifically the
with-and-without method. This charge is recorded in asset
impairment charges in the Consolidated Statements of Income
for 2014.
These intangible asset impairment charges did not impact the
company’s consolidated cash flows, liquidity, or capital
resources and related primarily to our Market Services segment.
However, for segment reporting purposes, these charges were
allocated to corporate items based on the decision that these
charges should not be used to evaluate the segment’s operating
performance.
Significant judgments and unobservable inputs categorized as
Level III in the fair value hierarchy are inherent in impairment
tests performed and include assumptions about the amount and
timing of expected future cash flows, growth rates and the
determination of appropriate discount rates. We believe that the
assumptions used in our impairment tests are reasonable, but
variations in any of the assumptions may result in different
calculations of fair value.
6. Investments
The following table presents the details of our investments:
December 31,
2016
2015
(in millions)
Trading
securities
$
228 $
189
Available-for-sale investment securities
17
12
Equity
method investments
124
72
Cost method investments
144
132
Trading Securities
Trading securities, which are included in financial investments,
at fair value in the Consolidated Balance Sheets, are primarily
comprised of highly rated European government debt
securities, of which $172 million as of December 31, 2016 and
$166 million as of December 31, 2015, are assets utilized to
meet regulatory capital requirements primarily for our clearing
operations at Nasdaq Clearing.
Available-for-Sale Investment Securities
Available-for-sale investment securities, which are included in
financial investments, at fair value in the Consolidated Balance
Sheets, are primarily comprised of short-term commercial
paper. As of December 31, 2016 and December 31, 2015, the
cumulative unrealized gains and losses on these securities were
immaterial.
Equity Method Investments
As of December 31, 2016, our equity method investments
primarily included equity interests in OCC and EuroCCP N.V.
As of December 31, 2015, our equity method investments
primarily included equity interests in OCC, EuroCCP N.V. and
The Order Machine.
The carrying amounts of our equity method investments are
included in other non-current assets in the Consolidated
Balance Sheets. The increase in 2016 compared with 2015 was
primarily due to the inclusion of an additional 20.0% ownership
interest in OCC, which we acquired in connection with our
acquisition of ISE on June 30, 2016, bringing our total
ownership interest in OCC to 40.0% as of December 31, 2016.
The increase in 2016 was partially offset by the write-off of our
equity method investment in The Order Machine as discussed
below.
We evaluate our equity method investments for other-than-
temporary declines in value by considering a variety of factors
such as the earnings capacity of the investment. As of December
31, 2016, the estimated fair value of our investment in The Order
Machine was less than the carrying value and management
considered the decline in value to be other-than-temporary. As
a result, we recorded a non-cash impairment charge of $7
million to write off the full value of the investment. This charge
is recorded in net income from unconsolidated investees in the
Consolidated Statements of Income for 2016. No other