Nasdaq, Inc.
NASDAQ, INC. (Form: 10-Q, Received: 05/05/2016 12:38:40)

Table Of Contents

 



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended March  3 1 , 201 6



OR



TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from              to           

  

Commission file number: 000-32651

 

N asdaq , Inc.

(Exact name of registrant as specified in its charter)

 

 



 



 

Delaware

52-1165937

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)



 

One Liberty Plaza, New York, New York

10006

(Address of Principal Executive Offices)

(Zip Code)



+1 212 401 8700

(Registrant’s telephone number, including area code)



No changes

(Former name, former address and former fiscal year, if changed since last report)

 





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes       No    



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes       No  

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 



 

 

 



 

 

 

Large accelerated filer

Accelerated filer



 

 

 

Non-accelerated filer

  (Do not check if a smaller reporting company)

Smaller reporting company



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes       No    



Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 



 



 

Class

 

Outstanding at  April   27 , 201 6

 

Common Stock, $.01 par value per share

164,514,657  shares





 

 

 

 


 

Table Of Contents

Nasdaq, Inc.

Form 10-Q

For the Quarterly Period Ended March 31, 2016  

INDEX

 



 

 



 

 

 PART I. FINANCIAL INFORMATION  

 



 

 

Item 1 .

Financial Statements (unaudited)

2



 

 

 

Condensed Consolidated Balance Sheets— March  3 1 , 201 6 and December 31, 201 5

2



 

 

 

Condensed Consolidated Statements of Income—Three Month s Ended March  3 1 , 201 6 and 201 5

3



 

 

 

Condensed Consolidated Statements of Comprehensive Income (Loss) —Three Months Ended March 3 1 , 201 6 and 201 5

4



 

 

 

Condensed Consolidated Statements of Cash Flows— Three Months Ended March  3 1 , 201 6 and 201 5

5



 

 

 

Notes to Condensed Consolidated Financial Statements  

6



 

 

Item 2 .

Management’s Discussion and Analysis of Financial Condition and Results of Operations

3 2



 

 

 Item 3 .

Quantitative and Qualitative Disclosures About Market Risk

49



 

 

Item 4 .

Controls and Procedures

51



 

 PART II. OTHER INFORMATION  

 



 

 

Item 1 .

Legal Proceedings

5 1



 

 

Item 1A. .

Risk Factors

5 1



 

 

Item 2 .

Unregistered Sales of Equity Securities and Use of Proceeds

5 2



 

 

Item 3 .

Defaults Upon Senior Securities

5 2



 

 

Item 4 .

Mine Safety Disclosures

5 2



 

 

Item 5 .

Other Information

5 2



 

 

Item 6 .

Exhibits

5 2



 

 SIGNATURES

5 3































i

 


 

Table Of Contents

About This Form 10-Q

Throughout this Form 10-Q, unless otherwise specified:

“N asdaq ,” “we,” “us” and “our” refer to Nasdaq, Inc.

“The NASDAQ Stock Market” and “NASDAQ” refer to the registered national securities exchange operated by The NASDAQ Stock Market LLC.

“Nasdaq Nordic” refers to collectively, Nasdaq Clearing AB, Nasdaq Stockholm AB, Nasdaq Copenhagen A/S, Nasdaq Helsinki Ltd, and Nasdaq Iceland hf .  

“Nasdaq Baltic” refers to collectively, Nasdaq Tallinn AS, Nasdaq Riga, AS, and AB Nasdaq Vilnius .  

Nasdaq Clearing ” refers to the clearing operations conducted by N asdaq  C learing AB .  

* * * * * *

The following is a non-exclusive list of registered trademarks, registered service marks, or trademarks or service marks of Nasdaq or its subsidiaries, in the United States and/or other countries or jurisdictions:

@TRADE®, AT-TRADE®, BWISE®, BWISE BUSINESS IN CONTROL®, CANADIAN DIVIDEND ACHIEVERS®, CCBN®, CONDICO®, DATAXPRESS®, D.A.L.I®, DATAXPRESS®, DEFENSE OF INTERNATIONAL MARKETS AND EXCHANGES SYMPOSIUM®, DIMES®, DIRECTORS DESK®, DIRECTORSDESK®, DIVIDEND ACHIEVERS®, DORSEY WRIGHT®, DREAM IT. DO IT.®, DWA®, DWA MATRIX®, DX®, E MARKET®, EQQQ, E (design), E-SPEED®, E SPEED (device), ESPEED EXCHANGE®, E-SPEED FILING®, ESPEED®, ESPEED ELITE®, EVI®, EXIGO, FINQLOUD®, FINQLOUD REGULATORY RECORDS RETENTION® FIRST NORTH®, FONDSBØRSEN®, FTEN®, GENIUM®, GIDS®, GLOBE NEWSWIRE®, GX®, IGNITE YOUR AMBITION®, INET®, INVESTOR WORLD, IPOWORLD, ISSUERWORLD®, ITCH®, KFX®, KFXAKTIEINDEX®, KLEOS®, LIQUIDITYXPRESS®, MARKET INTELLIGENCE DESK®, MARKET LINQUIDITY,MARKET MECHANICS®, MARKETSITE®, MARKETWIRED®, MICROMARKET®, MY CCBN®, MYMEDIAINFO®, NASDAQ®, NASDAQ - FINANCIAL®, NASDAQ - FINANCIAL INDEX®, NASDAQ BIOTECHNOLOGY INDEX®, NASDAQ CANADA®, NASDAQ CANADA COMPOSITE INDEX®, NASDAQ CANADA INDEX®, NASDAQ CAPITAL MARKET®, NASDAQ COMPOSITE®, NASDAQ COMPOSITE INDEX®, NASDAQ COMPUTER INDEX®, NASDAQ DIVIDEND ACHIEVERS®, NASDAQ DUBAI®, NASDAQ DUBAI®, NASDAQ EUROPE®, NASDAQ EUROPE COMPOSITE INDEX®, NASDAQ FINANCIAL-100 INDEX®, NASDAQ GLOBAL MARKET®, NASDAQ GLOBAL SELECT MARKET®, NASDAQ INDUSTRIAL INDEX®, NASDAQ INTERACT®, NASDAQ INTERNET INDEX®, NASDAQ IQ FUND®, NASDAQ JAPAN®, NASDAQ MARKET ANALYTIX®, NASDAQ MARKET CENTER®, NASDAQ MARKET FORCES®, NASDAQ MARKET VELOCITY®, NASDAQ MARKETSITE®, NASDAQ MAX®, NASDAQ MAX MARKET ANALYTIX®, NASDAQ NATIONAL MARKET®, NASDAQ OMX®, NASDAQ OMX ADVANTAGE®, NASDAQ OMX ALPHA INDEXES®, NASDAQ OMX BX®, NASDAQ OMX FUTURES EXCHANGE®, NASDAQ OMX GREEN ECONOMY INDEX®, NASDAQ OMX GROUP®, NASDAQ OMX NORDIC®, NASDAQ PRIVATE MARKET®, NASDAQ Q-50 INDEX®, NASDAQ TELECOMMUNICATIONS INDEX®, NASDAQ TOTALVIEW®, NASDAQ TRADER®, NASDAQ TRANSPORTATION INDEX®, NASDAQ US ALL MARKET®, NASDAQ VOLATILITY GUARD®, NASDAQ WORKSTATION®, NASDAQ WORKSTATION II®, NASDAQ WORLD®, NASDAQ-100®, NASDAQ-100 EUROPEANFUND®, NASDAQ-100 EUROPEAN TRACKER®, NASDAQ-100 EUROPEAN TRACKER FUND®, NASDAQ-100 INDEX®, NASDAQ-100 INDEX EUROPEAN TRACKER FUND®, NASDAQ-100 INDEX TRACKING STOCK®, NDX®, NFX WORLD CURRENCY FUTURES®, NFX XL®, NLX®, NOIS®, NORDIX®, OMX COPENHAGEN 20®, OMX HELSINKI 25®, OMX STIBOR FUTURE®, OMX STOCKHOLM 30®, OMXH25®, OMXS30®, OMXS3FUT®, OMX TECHNOLOGY®, ON THE WIRE®, OTW® , OVERUNDER®, PHILADELPHIA STOCK EXCHANGE®, PHLX®, PHLX XL®, PIXL®, PORTAL ALLIANCE®, PRF®, PRIVATE COMPANY MARKET®, Q THE NEXT GREAT THING®, QQQ®, QTARGET®, QVIEW®, R3®, RE-THINK®, RISKWAY®, RISKWRAPPER®, RISKXPOSURE®, RX®, S.A.X.E.S®, SDW®, SECONDMARKET®, SECONDMARKET ECOSYSTEM®, SIDECAR®, SIGNALXPRESS®, SIGNALXPRESS SX®, SMARTS®, SMARTSONLINE®, STINA®, STRUCTURED LIQUIDITY PROGRAM®, SX®, THE NASDAQ STOCK MARKET®, THE STOCK MARKET FOR THE NEXT 100 YEARS®, TOTAL EQUITY SOLUTION®, TRADE REPORTING DATA STORAGE®, TRADEGUARD®, TRADEXAMINER®, TRDS®, TX®, ULL®, ULTRA LOW LATENCY®, ULTRAFEED®, UNITED CURRENCY OPTIONS MARKET®, VX PROXY®, WIZER®, XDE®, XO DORSEY WRIGHT & ASSOCIATES®, ÖVERUNDER®

To the extent a name, logo or design does not appear on the above list, such lack of appearance does not constitute a waiver of any intellectual property rights that Nasdaq has established in its product or service names or logos, or in product configurations or designs, all of which rights are expressly reserved.

FINRA® and TRADE REPORTING FACILITY® are registered trademarks of the Financial Industry Regulatory Authority, or FINRA.

All other trademarks and service   marks used herein are the property of their respective owners .  

ii

 


 

Table Of Contents

* * * * * * 

This Quarterly Report on Form 10-Q includes market share and industry data that we obtained from industry publications and surveys, reports of governmental agencies and internal company surveys. Industry publications and surveys generally state that the information they contain has been obtained from sources believed to be reliable, but we cannot assure you that this information is accurate or complete. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Statements as to our market position are based on the most currently available   market data. For market comparison purposes, The NASDAQ Stock Market data in this Quarterly Report on Form 10-Q for initial   public offerings, or IPOs, is based on data generated internally by us, which includes best efforts underwritings; therefore, the data may not be comparable to other publicly-available IPO data. Data in this Quarterly Report on Form 10-Q for new listings of equity securities on The NASDAQ Stock Market is based on data generated internally by us, which includes best efforts underwritings, issuers that switched from other listing venues , closed-end funds and exchange traded products , or ET P s. Data in this Quarterly Report on Form 10-Q for IPOs and new listings of equit y securities on the N asdaq Nordic and N asdaq Baltic exchanges also is based on data generated internally by us. IPOs and new listings data is presented as of period end. While we are not aware of any misstatements regarding industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors. We refer you to the “Risk Factors” section in this Quarterly Report on Form 10-Q for the quarter ended March  3 1 , 201 6 , and the “Risk Factors” section in our Annual Report on Form 10-K for the fiscal year ended December 31, 201 5 that was filed with th e   U.S. Securities and Exchange Commission, or S E C , on February  26 , 201 6 .







































i ii

 


 

Table Of Contents

          Forward-Looking Statements

The SEC encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This Quarterly Report on Form 10-Q contains these types of statements. Words such as “may,” “will,” “could,” “should,”   “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words or terms of similar substance used in connection with any discussion of future expectations as to industry and regulatory developments or business initiatives and strategies, future operating results or financial performance identify forward-looking statements. These include, among others, statements relating to:

·

our 201 6 outlook;

·

the scope, nature or impact of acquisitions, divestitures, investments or other transactional activities;

·

the integration of acquired businesses, including accounting decisions relating thereto;

·

the effective dates for, and expected benefits of, ongoing initiatives, including acquisitions and other strategic , restructuring, technology, de-leveraging and capital return initiatives;

·

our   products, order backlog   and services

·

the impact of pricing changes;

·

tax matters;

·

the cost and availability of liquidity; and

·

any litigation or regulatory or government investigation or action to which we are or could become a party.

Forward-looking statements involve risks and uncertainties. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others, the following:

·

our operating results may be lower than expected;

·

loss of significant trading and clearing volume, market share , listed companies or other customers ;  

·

economic, political and market conditions and fluctuations, including interest rate and foreign currency risk, inherent in U.S. and international operations;

·

government and industry regulation;

·

our ability to keep up with rapid technological advances and adequately address cybersecurity risks ;

·

the performance and reliability of our technology and technology of third parties;

·

our ability to successfully integrate acquired businesses, including the fact that such integration may be more difficult, time consuming or costly than expected, and our ability to realize synergies from business combinations and acquisitions;

·

our ability to continue to generate cash and manage our indebtedness; and

·

adverse changes that may occur in the securities markets generally.  

Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the uncertainty and any risk related to forward-looking statements that we make. These risk factors are discussed under the caption “Part II. Item 1A. Risk Factors,” in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, and more fully described in the “Risk Factors” section in our Annual Report on Form 10-K for the fiscal year ended December 31, 201 5 that was filed with the SEC on February  26 , 201 6 . You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. You should carefully read this entire Quarterly Report on Form 10-Q, including “Part 1. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the condensed consolidated financial statements and the related notes. Except as required by the federal securities laws, we undertake no obligation to update any forward-looking statement, release publicly any revisions to any forward-looking statements or report the occurrence of unanticipated events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 .

1


 

Table Of Contents

PART 1—FINANCIAL INFORMATION

Item 1. Financial Statements.

Nasdaq, Inc.



Condensed Consolidated Balance Sheets

(in millions, except share and par value amounts)







 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



 

March 31, 2016

 

December 31, 2015



 

 

 

 

 

 

 

 



 

(unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

$

331 

 

 

$

301 

Restricted cash

 

 

 

21 

 

 

 

56 

Financial investments, at fair value

 

 

 

259 

 

 

 

201 

Receivables, net

 

 

 

333 

 

 

 

316 

Default funds and margin deposits

 

 

 

3,614 

 

 

 

2,228 

Other current assets

 

 

 

164 

 

 

 

158 

Total current assets

 

 

 

4,722 

 

 

 

3,260 

Property and equipment, net

 

 

 

326 

 

 

 

323 

Deferred tax assets

 

 

 

604 

 

 

 

643 

Goodwill

 

 

 

5,663 

 

 

 

5,395 

Intangible assets, net

 

 

 

2,085 

 

 

 

1,959 

Other non-current assets

 

 

 

317 

 

 

 

281 

Total assets

 

 

$

13,717 

 

 

$

11,861 



 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

$

175 

 

 

$

158 

Section 31 fees payable to SEC

 

 

 

80 

 

 

 

98 

Accrued personnel costs

 

 

 

87 

 

 

 

171 

Deferred revenue

 

 

 

304 

 

 

 

127 

Other current liabilities

 

 

 

169 

 

 

 

138 

Default funds and margin deposits

 

 

 

3,614 

 

 

 

2,228 

Total current liabilities

 

 

 

4,429 

 

 

 

2,920 

Debt obligations

 

 

 

2,565 

 

 

 

2,364 

Deferred tax liabilities

 

 

 

678 

 

 

 

626 

Non-current deferred revenue

 

 

 

188 

 

 

 

200 

Other non-current liabilities

 

 

 

160 

 

 

 

142 

Total liabilities

 

 

 

8,020 

 

 

 

6,252 



 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Nasdaq stockholders' equity:

 

 

 

 

 

 

 

 

Common stock, $0.01 par value, 300,000,000 shares authorized, shares issued: 167,955,072 at March 31, 2016 and 167,241,734 at December 31, 2015; shares outstanding: 164,502,699 at March 31, 2016 and 164,324,270 at December 31, 2015

 

 

 

 

 

 

Additional paid-in capital

 

 

 

3,001 

 

 

 

3,011 

Common stock in treasury, at cost: 3,452,373 shares at March 31, 2016 and 2,917,464 shares at December 31, 2015

 

 

 

(145)

 

 

 

(111)

Accumulated other comprehensive loss

 

 

 

(770)

 

 

 

(864)

Retained earnings

 

 

 

3,609 

 

 

 

3,571 

Total Nasdaq stockholders' equity

 

 

 

5,697 

 

 

 

5,609 

Total liabilities and equity

 

 

$

13,717 

 

 

$

11,861 



 

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

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Table Of Contents

Nasdaq, Inc.

Condensed Consolidated Statements of Income  

(Unaudited)

(in millions, except per share amounts)

 





 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

Three Months Ended
March 31,



 

2016

 

2015

 

Revenues:

 

 

 

 

 

 

 

Market Services

 

$

572 

 

$

539 

 

Listing Services

 

 

66 

 

 

64 

 

Information Services

 

 

133 

 

 

125 

 

Technology Solutions

 

 

134 

 

 

130 

 

     Total revenues

 

 

905 

 

 

858 

 

Transaction-based expenses:

 

 

 

 

 

 

 

Transaction rebates

 

 

(283)

 

 

(261)

 

Brokerage, clearance and exchange fees

 

 

(88)

 

 

(90)

 

Revenues less transaction-based expenses

 

 

534 

 

 

507 

 

Operating expenses:

 

 

 

 

 

 

 

Compensation and benefits

 

 

152 

 

 

147 

 

Marketing and advertising

 

 

 

 

 

Depreciation and amortization

 

 

38 

 

 

34 

 

Professional and contract services

 

 

35 

 

 

33 

 

Computer operations and data communications

 

 

25 

 

 

35 

 

Occupancy

 

 

20 

 

 

21 

 

Regulatory

 

 

 

 

 

Merger and strategic initiatives

 

 

 

 

 -

 

General, administrative and other

 

 

14 

 

 

46 

 

Restructuring charges

 

 

 

 

150 

 

     Total operating expenses

 

 

315 

 

 

480 

 

Operating income

 

 

219 

 

 

27 

 

Interest income

 

 

 

 

 

Interest expense

 

 

(28)

 

 

(28)

 

Other investment income

 

 

 

 

 -

 

Net income from unconsolidated investees

 

 

 

 

14 

 

Income before income taxes

 

 

195 

 

 

14 

 

Income tax provision

 

 

63 

 

 

 

Net income attributable to Nasdaq

 

$

132 

 

$

 

Per share information:

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.80 

 

$

0.05 

 

Diluted earnings per share

 

$

0.78 

 

$

0.05 

 

Cash dividends declared per common share

 

$

0.57 

 

$

0.15 

 

See accompanying notes to condensed consolidated financial statements.

3


 

Table Of Contents

 

Nasdaq, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(in millions)



 



 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

Three Months Ended
March 31,



 

2016

 

2015

 

Net income

 

$

132 

 

$

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

Foreign currency translation gains (losses):

 

 

 

 

 

 

 

Net foreign currency translation gains (losses)

 

 

138 

 

 

(314)

 

Income tax benefit (expense)

 

 

(44)

 

 

113 

 

Total other comprehensive income (loss), net of tax

 

 

94 

 

 

(201)

 

Comprehensive income (loss) attributable to Nasdaq

 

$

226 

 

$

(192)

 



See accompanying notes to condensed consolidated financial statements.

 

4


 

Table Of Contents

Nasdaq, Inc.



Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in millions)

 



 

 

 

 

 

 



 

Three Months Ended
March 31,



 

2016

 

2015



 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

132 

 

$

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

38 

 

 

34 

Share-based compensation

 

 

16 

 

 

14 

Excess tax benefits related to share-based payments

 

 

(2)

 

 

(2)

Deferred income taxes

 

 

 

 

(55)

Non-cash restructuring charges

 

 

 

 

128 

Net income from unconsolidated investees

 

 

(2)

 

 

(14)

Other reconciling items included in net income

 

 

 

 

Net change in operating assets and liabilities, net of effects of acquisitions:

 

 

 

 

 

 

Receivables, net

 

 

(5)

 

 

36 

Other assets

 

 

34 

 

 

17 

Accounts payable and accrued expenses

 

 

14 

 

 

36 

Section 31 fees payable to SEC

 

 

(18)

 

 

(42)

Accrued personnel costs

 

 

(89)

 

 

(67)

Deferred revenue

 

 

147 

 

 

121 

Other liabilities

 

 

(20)

 

 

13 

Net cash provided by operating activities

 

 

251 

 

 

231 

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of trading securities

 

 

(144)

 

 

(60)

Proceeds from sales and redemptions of trading securities

 

 

94 

 

 

29 

Purchases of available-for-sale investment securities

 

 

(5)

 

 

(12)

Proceeds from maturities of available-for-sale investment securities

 

 

 

 

Capital contribution in equity method investment

 

 

 -

 

 

(30)

Acquisition of businesses, net of cash and cash equivalents acquired

 

 

(213)

 

 

(226)

Purchases of property and equipment

 

 

(23)

 

 

(24)

Other investment activities

 

 

(10)

 

 

(6)

Net cash used in investing activities

 

 

(294)

 

 

(326)

Cash flows from financing activities:

 

 

 

 

 

 

Payments of debt obligations

 

 

(555)

 

 

(25)

Proceeds from utilization of credit commitment

 

 

325 

 

 

100 

Proceeds from issuance of term loan facility

 

 

399 

 

 

 -

Cash paid for repurchase of common stock

 

 

(29)

 

 

(30)

Cash dividends

 

 

(41)

 

 

(25)

Proceeds received from employee stock activity

 

 

 

 

Payments related to employee shares withheld for taxes

 

 

(34)

 

 

(24)

Excess tax benefits related to share-based payments

 

 

 

 

Other financing activities

 

 

 -

 

 

 -

Net cash provided by financing activities

 

 

68 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

 

 

(8)

Net increase (decrease) in cash and cash equivalents

 

 

30 

 

 

(99)

Cash and cash equivalents at beginning of period

 

 

301 

 

 

427 

Cash and cash equivalents at end of period

 

$

331 

 

$

328 

Supplemental Disclosure Cash Flow Information

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

Interest

 

$

28 

 

$

27 

Income taxes, net of refund

 

$

35 

 

$

18 



 

 

 

 

 

 

    See accompanying notes to condensed consolidated financial statements.

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Nasdaq, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

1. Organization and Nature of Operations  

Nasdaq, Inc. is a leading provider of trading, clearing, exchange technology, regulatory, securities listing, information and public company services across six continents. Our global offerings are diverse and include trading and clearing across multiple asset classes, access services, data products, financial indexes, capital formation solutions, corporate solutions and market technology products and services. Our technology powers markets across the globe, supporting equity derivatives trading, clearing and settlement, cash equity trading, fixed income trading and many other functions.

We manage, operate and provide our products and services in four business segments: Market Services, Listing Services, Information Services and Technology Solutions.

Market Services

Our Market Services segment includes our equity derivative trading and clearing, cash equity trading, fixed income, currency and commodities trading and clearing, or FICC, and access and broker services businesses. We operate multiple exchanges and other marketplace facilities across several asset classes, including derivatives, commodities, cash equity, debt, structured products and ETPs. In addition, in some countries where we operate exchanges, we also provide broker services, clearing, settlement and central depository services. Our transaction-based platforms provide market participants with the ability to access, process, display and integrate orders and quotes. The platforms allow the routing and execution of buy and sell orders as well as the reporting of transactions, providing fee-based revenues.

In the U.S., we operate three options exchanges, as well as three cash equity exchanges. The NASDAQ Stock Market, the largest of our cash equities exchanges, is the largest single venue of liquidity for trading U.S.-listed cash equities. We also operate a leading electronic platform for trading of U.S. Treasuries and Nasdaq Futures, Inc., or NFX, a U.S. based energy derivatives market which offers cash settled energy derivatives based on key energy benchmarks including oil, natural gas and U.S. power.

Through our acquisition of Chi-X Canada ATS Limited, or Chi-X Canada, in February 2016 , we also operate two Canadian markets for the trading of Canadian-listed securities.

In Europe, we operate exchanges in Stockholm (Sweden), Copenhagen (Denmark), Helsinki (Finland), and Iceland, as well as the clearing operations of Nasdaq Clearing. We also operate exchanges in Tallinn (Estonia), Riga (Latvia) and Vilnius (Lithuania) as Nasdaq Baltic. Collectively, Nasdaq Nordic and Nasdaq Baltic offer trading in cash equities and depository receipts, warrants, convertibles, rights, fund units and exchange traded funds as well as trading and clearing of derivatives and clearing of resale and repurchase agreements. Through Nasdaq First North, our Nordic and Baltic operations also offer alternative marketplaces for smaller companies.

In addition, Nasdaq Commodities operates a power derivatives exchange regulated in Norway and a European carbon exchange. In the U.K., we operate Nasdaq NLX, a London-based multilateral trading venue that offers a range of both short-term interest rate and long-term interest rate euro- and sterling-based listed derivative products.

Through our Access and Broker Services business, we provide market participants with a wide variety of alternatives for connecting to and accessing our markets via a number of different protocols used for quoting, order entry, trade reporting, DROP functionality and connectivity to various data feeds. We also provide co-location services to market participants, whereby firms may lease cabinet space and power to house their own equipment and servers within our data center. Our broker services operations offer technology and customized securities administration solutions to financial participants in the Nordic market.

Listing Services

Our Listing Services segment includes our U.S. and European Listing Services businesses. We operate a variety of listing platforms around the world to provide multiple global capital raising solutions for private and public companies. Our main listing markets are The NASDAQ Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges. Our Listing Segment also includes The NASDAQ Private Market, LLC, or NPM, and SecondMarket Solutions, Inc., or SecondMarket, which are marketplaces for private growth companies. 

As of March 31, 2016, The NASDAQ Stock Market was home to 2,852 listed companies with a combined market capitalization of approximately $8.0 trillion, and in Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 847 listed companies with a combined market capitalization of approximately $1.3 trillion .  

Information Services

Our Information Services segment includes our Data Products and our Index Licensing and Services businesses. Our Data Products business sells and distributes historical and real-time quote and trade information to market participants and data distributors.

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Our data products enhance transparency of the market activity within the exchanges that we operate and provide critical information to professional and non-professional investors globally.

Our Index Licensing and Services business develops and licenses Nasdaq branded indexes, associated derivatives, and financial products and also provides custom calculation services for third-party clients. As of March 31, 2016, we had 226 ETPs licensed to Nasdaq’s indexes and had over $105 billion of assets under management in licensed ETPs tracking Nasdaq indexes.

Technology Solutions

Our Technology Solutions segment includes our Corporate Solutions and Market Technology businesses.

Our Corporate Solutions business serves corporate clients, including companies listed on our exchanges. We help organizations manage the two-way flow of information with their key constituents, including their board members and investors, and with clients and the public through our suite of advanced technology, analytics, and consultative services. Our Corporate Solutions business primarily offers products to serve the following key areas: investor relations, public relations, multimedia solutions, and governance. We currently have over 17,000 Corporate Solutions clients.

Our Market Technology business is a leading global technology solutions provider and partner to exchanges, clearing organizations, central securities depositories, regulators, banks, brokers and corporate businesses. Our Market Technology business is the sales channel for our complete global offering to other marketplaces.

Market Technology provides technology solutions for trading, clearing, settlement, surveillance and information dissemination to markets with wide-ranging requirements, from the leading markets in the U.S., Europe and Asia to emerging markets in the Middle East, Latin America, and Africa. Our marketplace solutions can handle a wide array of assets including cash equities, equity derivatives, currencies, various interest-bearing securities, commodities, and energy products, and are currently powering more than 70 marketplaces in 50 countries. Market Technology also provides market surveillance services to broker-dealer firms worldwide, as well as enterprise governance, risk management and compliance software solutions.

2. Basis of Presentation and Principles of Consolidation

The condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. The condensed consolidated financial statements include the accounts of Nasdaq, its wholly-owned subsidiaries and other entities in which Nasdaq has a controlling financial interest. When we do not have a controlling interest in an entity but exercise significant influence over the entity’s operating and financial policies, such investment is accounted for under the equity method of accounting. We recognize our share of earnings or losses of an equity method investee based on our ownership percentage. As permitted under U.S. GAAP, for certain equity method investments for which financial information is not sufficiently timely for us to apply the equity method of accounting currently, we record our share of the earnings or losses of the investee from the most recently available financial statements on a lag. See “Equity Method Investments,” of Note 6, “Investments,” for further discussion of our equity method investments.

The accompanying condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation.

As permitted under U.S. GAAP, certain footnotes or other financial information can be condensed or omitted in the interim condensed consolidated financial statements. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in Nasdaq’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

Certain prior period amounts have been reclassified to conform to the current period presentation.

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

We have evaluated subsequent events through the issuance date of this Quarterly Report on Form 10-Q. See Note 17, “Subsequent Event ,” for further discussion.

Tax Matters

We use the asset and liability method to determine income taxes on all transactions recorded in the condensed consolidated financial statements. Deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities (i.e., temporary differences) and are measured at the enacted rates that will be in effect when these differences are realized. If necessary, a valuation allowance is established to reduce deferred tax assets to the amount that is more likely than not to be realized.

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In order to recognize and measure our unrecognized tax benefits, management determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the recognition thresholds, the position is measured to determine the amount of benefit to be recognized in the condensed consolidated financial statements. Interest and/or penalties related to income tax matters are recognized in income tax expense.

Nasdaq’s income tax provision was $63 million in the first quarter of 2016 compared with $5 million in the first quarter of 2015. The overall effective tax rate was 32.3% in the first quarter of 2016 compared with 35.7% in the first quarter of 2015. The lower effective tax rate in the first quarter of 2016 when compared with the same period in 2015 is primarily due to adjustments to deferred tax assets and liabilities associated with changes in statutory tax rates which resulted in a decrease to the tax provision. In addition, in the first quarter of 2015, we recorded adjustments related to prior year tax return liabilities which resulted in an increase to the tax provision. The effective tax rate may vary from period to period depending on, among other factors, the geographic and business mix of earnings and losses. These same and other factors, including history of pre-tax earnings and losses, are taken into account in assessing the ability to realize deferred tax assets.

Nasdaq and its eligible subsidiaries file a consolidated U.S. federal income tax return and applicable state and local income tax returns and non-U.S. income tax returns. Federal income tax returns for the years 2011 through 2013 are currently under audit by the Internal Revenue Service and we are subject to examination for the year 2014. Several state tax returns are currently under examination by the respective tax authorities for the years 2005 through 2013 and we are subject to examination for the year 2014. Non-U.S. tax returns are subject to examination by the respective tax authorities for the years 2008 through 2014. We anticipate that the amount of unrecognized tax benefits at March 31, 2016 will significantly decrease in the next twelve months as we expect to settle certain tax audits. We anticipate that such adjustments will not have a material impact on our consolidated financial position or results of operations. 

  In the fourth quarter of 2010, we received an appeal from the Finnish Tax Authority challenging certain interest expense deductions claimed by Nasdaq in Finland for the year 2008. The appeal also demanded certain penalties be paid with regard to the company’s tax return filing position. In October 2012, the Finnish Appeals Board disagreed with the company’s tax return filing position for years 2009 through 2011, even though the tax return position with respect to this deduction was previously reviewed and approved by the Finnish Tax Authority. In June 2014, the Finnish Administrative Court also disagreed with the company’s tax return filing position for these years. We have appealed this ruling to the Finnish Supreme Administrative Court and expect to receive a favorable decision.   Through March 31, 2016, we have recorded tax benefits of $30 million associated with this filing position. We have paid $41 million to the Finnish tax authorities, which includes $11 million in interest and penalties. We expect the Finnish Supreme Administrative Court to agree with our position, which would result in an expected refund to Nasdaq of $38 million, which reflects the impact of foreign currency translation. If the Finnish Supreme Administrative Court disagrees with our position, we would record tax expense of $38 million, or $0.23 per diluted share.

From 2009 through 2012, we recorded tax benefits associated with certain interest expense incurred in Sweden. Our position is supported by a 2011 ruling we received from the Swedish Supreme Administrative Court. However, under new legislation effective January 1, 2013, limitations are imposed on certain forms of interest expense. Because this legislation is unclear with regard to our ability to continue to claim such interest deductions, Nasdaq filed an application for an advance tax ruling with the Swedish Tax Council for Advance Tax Rulings. In June 2014, we received an unfavorable ruling from the Swedish Tax Council for Advance Tax Rulings. We appealed this ruling to the Swedish Supreme Administrative Court; however the Swedish Supreme Administrative Court denied our request for a ruling based on procedural requirements. In the third quarter of 2015, we received a notice from the Swedish Tax Agency that interest deductions for the year 2013 have been disallowed. We will appeal to the Swedish Lower Administrative Court. We continue to expect a favorable decision. Since January 1, 2013, we have recorded tax benefits of $46 million associated with this matter. We continue to pay all assessments from the Swedish Tax Agency while this matter is pending. If the Swedish Courts agree with our position we will receive a refund of all paid assessments; if the Swedish Courts disagree with our position, we will record tax expense of $34 million, or $0.20 per diluted share, which reflects the impact of foreign currency translation. We expect to record recurring quarterly tax benefits of $1 million to $2 million with respect to this matter for the foreseeable future.

Other Tax Matter

In December 2012, the Swedish Tax Agency approved our 2010 amended value added tax, or VAT, tax return and we received a cash refund for the amount claimed. In 2013, we filed amended VAT tax returns for 2011 and 2012, utilizing the same approach which was approved for the 2010 filing. We also utilized this approach in our 2013 and 2014 filings. However, even though the VAT return position was previously reviewed and approved by the Swedish Tax Agency, the Swedish Tax Agency challenged our approach. The revised position of the Swedish Tax Agency was upheld by the Lower Administrative Court during the first quarter of 2015. As a result, in the first quarter of 2015, we reversed the previously recorded benefit of $12 million, based on the court decision. The decision of the Lower Administrative Court was upheld by the Court of Appeals in April 2016. We are evaluating whether we will appeal to the Supreme Administrative Court.

Recently Adopted Accounting Pronouncements

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Income Taxes

In November 2015, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2015-17, “Balance Sheet Classification of Deferred Taxes,” which eliminates the current requirement to present deferred tax liabilities and assets as current and non-current in a classified balance sheet. Instead, Nasdaq is required to classify all deferred tax liabilities and assets as non-current. In the first quarter of 2016, we elected to early adopt this guidance retrospectively for all periods presented in the Condensed Consolidated Balance Sheets. The adoption of this guidance resulted in the reclassification of current deferred tax assets of $24 million to non-current deferred tax assets and current deferred tax liabilities of $24 million to non-current deferred tax liabilities for the year ended December 31, 2015. This new standard is a change in balance sheet presentation only.

Business Combinations

In September 2015, the FASB issued ASU 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments,” which   eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. This guidance requires the acquirer to recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustment amounts are determined. In addition, the amendments in this guidance require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. We adopted this new standard on January 1, 2016, which had no impact on our consolidated financial statements. We will apply the new guidance to future adjustments to provisional amounts, if any.

Recently Announced Accounting Pronouncements

Compensation – Stock Compensation

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This new guidance will require all income tax effects of awards to be recognized as income tax expense or benefit in the income statement when the awards vest or are settled, as opposed to additional paid-in-capital where it is currently recorded .   This guidance will impact the calculation of our total diluted share count for the earnings per share calculation , as calculated under the treasury stock method. It also will allow an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting. All tax-related cash flows resulting from share-based payments are to be reported as operating activities on the statement of cash flows. In regards to forfeitures, Nasdaq can make a policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. This new standard is effective for us on January 1, 2017, with early adoption permitted. We are currently assessing the impact that this standard will have on our consolidated financial statements .

Leases

In February 2016, the FASB issued ASU 2016-02, “Leases.” Under this new guidance, at the commencement date, lessees will be required to recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. This guidance is not applicable for leases with a term of 12 months or less. Lessor accounting is largely unchanged. The new standard is effective for us on January 1, 2019. Early adoption is permitted. We are currently assessing the impact that this standard will have on our consolidated financial statements .

Financial Instruments

In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities.” This new standard requires that most equity investments be measured at fair value, with subsequent changes in fair value recognized in net income. Under this new guidance, Nasdaq will no longer be able to recognize unrealized holding gains and losses on equity securities classified today as available-for-sale in accumulated other comprehensive income within stockholders equity. This new standard does not change the guidance for classifying and measuring investments in debt securities and loans. This new guidance also impacts financial liabilities accounted for under the fair value option and affects the presentation and disclosure requirements for financial assets and liabilities. This new standard is effective for us on January 1, 2018. Early adoption is not permitted. We do not   anticipate a material impact on our consolidated financial statements at the time of adoption of this new standard.

Revenue From Contracts With Customers

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition guidance in Accounting Standards Codification, “Revenue Recognition.” The new revenue recognition standard sets forth a five-step revenue recognition model to determine when and how revenue is recognized. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration it expects to receive in exchange for those goods or services. The standard also requires more detailed disclosures.

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The standard provides alternative methods of initial adoption.   On July 9, 2015, the FASB approved the deferral of the effective date of the new revenue recognition standard by one year. As a result, this new standard will now be effective for us on January 1, 2018. Early adoption as of the original effective date is permitted. We are currently assessing the impact that this standard will have on our consolidated financial statements .  

3. Restructuring Charges

2015 Restructuring Plan

During the first quarter of 2015, we performed a comprehensive review of our processes, businesses and systems in a company-wide effort to improve performance, cut costs, and reduce spending .   I n the first quarter of 2016, as part of our 2015 restructuring plan ,   we recognized net restructuring charges totaling $9 million. We currently estimate that we will recognize additional restructuring charges of $15 million through June 2016 and total net pre-tax charges of $196 million for the period March 2015 through June 2016. Through this initiative, we expect to generate pre-tax savings in 2016 of $25 million .   Our 2015 restructuring plan will be completed in June 2016. Restructuring charges are recorded on restructuring plans that have been committed to by management and are, in part, based upon management's best estimates of future events. Changes to the estimates may require future adjustments to the restructuring reserve.  

The following table presents a summary of the 2015 restructuring plan charges in the Condensed Consolidated Statements of Income :  



 

 

 

 

 

 



 

 

 

 

 

 



 

Three Months Ended March 31,



 

2016

 

2015



 

(in millions)

 

(in millions)

Rebranding of trade name

 

$

 -

 

$

119 

Severance

 

 

 

 

18 

Facilities-related

 

 

 -

 

 

Asset impairments

 

 

 

 

Other

 

 

 

 

Total restructuring charges

 

$

 

$

150 

Rebranding of Trade Name

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 in March 2015 because we no longer attribute any material value to the trade name. The impairment charge did not impact the company's consolidated cash flows, liquidity, or capital resources.  

Severance

S everance, other termination benefits and other associated costs of $4 million for the three months ended March 31, 2016 and $18 million for the three months ended March  3 1 , 2015 , related to workforce reductions of 13 positions across our organization for the three months ended March 31, 2016 and 199 positions for the three months ended March 31, 2015 .   In addition to reduc ing our workforce ,   we have relocated certain functions to lower cost locations and   expect to continue hiring in these lower cost locations to support the business.

Facilities-related

The f acilit ies -related costs of $3 million for the three months ended March 31 , 2015 primarily pertain ed to the consolidation of leased facilities .

Asset Impairments

A sset impairment charges of $3 million for the three months ended March 31, 2016 and $9 million for the three months ended March 31, 2015 primarily related to fixed assets and capitalized software that were retired during the respective period.

Restructuring Reserve

The following table presents the changes in the restructuring reserve during the three months ended March 31, 2016 :





 

 

 

 

 

 

 

 

 

 

 

 

 



 

Balance at         December 31, 2015

 

 

Expense Incurred

 

 

Cash     Payments

 

Balance at         March 31, 2016

 



 

 

 

 

 

 

 

 

 

 

 

 

 



 

(in millions)

 

Severance

 

$

12 

 

$

 

$

(5)

 

$

11 

 



 

 

 

 

 

 

 

 

 

 

 

 

 



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As of March 31, 2016, the majority of the restructuring reserve i s included in other current liabilities in the Condensed Consolidated Balance Sheets and will be paid during the remainder of 2016.  

4. Acquisitions

2016 Acquisitions

We completed the following acquisitions in the first quarter of 2016. Financial results of each transaction are included in our Condensed Consolidated Statements of Income from the date of each acquisition.





 

 

 

 

 

 

 

 

 

 

 

 



 

Purchase Consideration

 

Total Net Assets (Liabilities) Acquired

 

Acquired
Intangible Assets

 

Goodwill



 

 

 

 

 

 

 

 

 

 

 

 



 

(in millions)

Chi-X Canada

 

$

116 

 

$

(14)

 

$

76 

 

$

54 

Marketwired

 

 

111 

 

 

(11)

 

 

31 

 

 

91 



The amounts in the table above represent the preliminary allocation of the purchase price and 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 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.

Acquisition of Chi-X Canada

In February 2016, we acquired Chi-X Canada for $116 million ( $115 million in cash paid plus $1 million in working capital adjustments). With this acquisition, Nasdaq offers two Canadian markets for the trading of Canadian-listed securities . This acquisition will expand Nasdaq’s cash equity trading business in North America .   We acqu ired 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 Chi-X Canada, resulting in total net liabilities acquired of $14 million. Chi-X Canada 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 our 2014 Credit Facility, as defined in Note 8, “Debt Obligations,” to fund this acquisition. 

Intangible Assets

The follow ing table presents the details of the Chi-X Canada acquired intangible asset. This asset is amortized using the straight-line method.





 

 

 

 



 

 

 

Estimated



 

 

 

Average Remaining



Value

 

Useful Life

Intangible asset:

 

(in millions)

 

(in years)

Customer relationships

$

76 

 

17 years

Customer Relationships

Customer relationships represent the non-contractual and contractual relationships that Chi-X Canada has with its customers and represented the key intangible asset in this transaction. Customer relationships were valued individually for each of Chi-X Canada’s businesses 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.

A discount rate of 10.3% was utilized, which reflects 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 a rate of 40.0% , and 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.

Based on the historical behavior of the customers and a parallel analysis of the customers using the excess earnings method, we estimated the remaining useful life for the acquired customer relationships to be 17 years.

Acquisition of Marketwired

In February 2016, we acquired Marketwired for $111 million ( $109 million in cash paid plus $2 million in working capital adjustments). Marketwired is a newswire operator and press release   distributor. This acquisition expands Nasdaq’s position as a leading global corporate solutions provider. We acqu ired net liabilities, at fair value, totaling $1 million and recorded a deferred tax

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liability of $10 million related to differences in the U.S. GAAP and tax basis of our investment in Marketwired, resulting in total net liabilities acquired of $11 million. Marketwired is part of our Corporate Solutions business within our Technology Solutions segment.

Nasdaq used cash on hand and borrowed $110 million under the revolving credit commitment of our 2014 Credit Facility to fund this acquisition. 

Intangible Assets

The follow ing table presents the details of the Marketwired acquired intangible assets. These assets are amortized using the straight-line method.





 

 

 

 



 

 

 

Estimated



 

 

 

Average Remaining



Value

 

Useful Life

Intangible assets:

 

(in millions)

 

(in years)

Customer relationships

$

29 

 

6 years

Trade name

 

 

2 years

Total intangible assets

$

31 

 

 

Customer Relationships

Customer relationships represent the non-contractual and contractual relationships that Marketwired has with its customers and represented the key intangible asset in this transaction. The Marketwired 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. 

A discount rate of 16.4% was utilized, which reflects 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 a rate of 40.0% , and 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.

Based on the historical behavior of the customers and a parallel analysis of the customers using the excess earnings method, we estimated the remaining useful life for the acquired customer relationships to be 6 years.

March 31, 2016 Pending Acquisitions

International Securities Exchange

In March 2016, we entered into an agreement with Deutsche Börse AG and Eurex Frankfurt AG to acquire U.S. Exchange Holdings, Inc., together with its subsidiaries, or ISE, an operator of three electronic options exchanges, for $1.1 billion. We expect t his acquisition to allow us to improve efficiencies for clients, broaden our technology offering, and provide the capability within the equity options industry to further innovate. Upon closing, ISE will be integrated into our Market Services segment. This pending transaction is subject to customary regulatory approvals and is expected to close in the second quarter of 2016 .

Board v antage, Inc.

In March 2016, we also entered into an agreement to acquire Board v antage, Inc., a leading board portal solution provider which also specializes in leadership collaboration and meeting productivity. This acquisition clos ed on May 2, 2016 , for approximately   $200 million , net of acquired cash. Board v antage is part of our Corporate Solutions business with in our Technology Solutions segment and is expected to strengthen Nasdaq’s position as a leading global corporate solutions provider.

2015 Acquisitions

We completed the following acquisitions in 2015. Financial results are included in our Condensed Consolidated Statements of Income from the date of each acquisition.





 

 

 

 

 

 

 

 

 

 

 

 



 

Purchase Consideration

 

Total Net Assets (Liabilities) Acquired

 

Acquired
Intangible Assets

 

Goodwill



 

 

 

 

 

 

 

 

 

 

 

 



 

(in millions)

Dorsey, Wright & Associates, LLC

 

$

226 

 

$

(26)

 

$

141 

 

$

111 



The amounts in the table above represent the preliminary allocation of the purchase price and were subject to revision during the measurement period, a period not to exceed 12 months from the acquisition date. We finalized the allocation of the purchase price for the above acquisition in January 2016. There were no adjustments to the provisional values during the 12 month measurement period.

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Acquisition of Dorsey, Wright & Associates, LLC

On January 30, 2015, we completed the acquisition of Dorsey, Wright & Associates, LLC, or DWA, for $226 million  ( $225 million cash paid plus $1 million in working capital adjustments). DWA is a market leader in data analytics, passive indexing and smart beta strategies. 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, resulting in total net liabilities acquired of $26 million. 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 our 2014 Credit Facility to fund this acquisition. 

Intangible Assets

The following table presents the details of the DWA acquired intangible assets. All acquired intangible assets with finite lives are amortized using the straight-line method.





 

 

 

 



 

 

 

Estimated



 

 

 

Average Remaining



Value

 

Useful Life

Intangible assets:

 

(in millions)

 

(in years)

  Trade name

$

108 

 

Indefinite

  Customer relationships

 

29 

 

15 years

  Technology

 

 

5 years

Total intangible assets

$

141 

 

 

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.

A discount rate of 17.0% was utilized, which 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 a rate of 36.5% , 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.

Customer Relationships

Customer relationships represent the non-contractual and contractual relationships that DWA has with its customers. 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% 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.

A discount rate of 17.5% was utilized, which reflects the amount of risk associated with the hypothetical cash flows generated by the customer relationships in the future. The resulting discounted cash flows were then tax-effected at a rate of 36.5% , and a discounted tax amortization benefit was added to the fair value of the asset under the assumption that the customer relationships would be amortized for tax purposes over a period of 15 years.

Based on the historical behavior of the customers and a parallel analysis of the customers using the excess earnings method, we estimated the remaining useful life for the acquired customer relationships to be 15 years.

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Technology

The fair value of the acquired DWA developed technology was valued using the income approach, specifically the relief from royalty method, or RFRM. The RFRM is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. The royalty rate is applied to the projected revenue over the expected remaining life of the intangible asset to estimate royalty savings. The net after-tax royalty savings are calculated for each year in the remaining economic life of the intangible asset and discounted to present value.

To determine the royalty rate we searched for and identified market transactions and royalty rates for comparable technology. In addition, we performed a profit split analysis that produced a range of royalty rates that were then compared for reasonableness to the royalty rates identified in the market transactions and royalty rates for comparable technology. Profit split theory states that a reasonable market participant would be willing and able to make revenue-based royalty payments of 25 .0% to 30.0% of their operating profit to receive the rights to certain licensable intellectual property necessary for conducting business. Conversely, the owner of such intellectual property would save that amount or be relieved from making those royalty payments. We estimated supportable royalty rates for the technology and selected a pre-tax royalty rate of 15.0% .  

A discount rate of 17.0% was utilized, which reflects the estimated 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 a rate of 36.5% , and a discounted tax amortization benefit was added to the fair value of the asset under the assumption that the technology would be amortized for tax purposes over a period of 15 years.

We have estimated the remaining useful life for the acquired developed technology to be 5 years.

Acquisition of Full Ownership of The NASDAQ Private Market, LLC 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, a recognized innovator in facilitating liquidity for private company securities. 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 segment.

Pro Forma Results and Acquisition-related Costs

Pro forma financial results for the acquisitions completed in 2016 and 2015 have not been presented since the acquisitions, both individually and in the aggregate for each year, 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 Condensed Consolidated Statements of Income.  



5. Goodwill and Acquired Intangible Assets



Goodwill

The following table presents the changes in goodwill by business segment during the three months ended March 31 , 201 6 :  

 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Market Services

 

Listing Services

 

Information Services

 

Technology Solutions

 

Total



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

(in millions)

Balance at December 31, 2015

 

$

2,941 

 

$

112 

 

$

1,823 

 

$

519 

 

$

5,395 

Goodwill acquired

 

 

38 

 

 

 -

 

 

16 

 

 

91 

 

 

145 

Foreign currency translation adjustment

 

 

68 

 

 

 

 

40 

 

 

11 

 

 

123 

Balance at March 31, 2016

 

$

3,047 

 

$

116 

 

$

1,879 

 

$

621 

 

$

5,663 



The goodwill acquired for Market Services and Information Services shown above relates to our acquisition of Chi-X Canada and the goodwill acquired for Technology Solutions shown above relates to our acquisition of Marketwired.   See “ 2016 Acquisition s ,” of Note 4, “Acquisitions,” for further discussion.

As of March 31, 2016 , the amount of goodwill that is expected to be deductible for tax purposes in future periods is $932 million, of which $539 million is related to our acquisition of certain assets and assumption of certain liabilities of the eSpeed business, or eSpeed, $252 million is related to our acquisition of the Investor Relations, Public Relations and Multimedia Solutions businesses of Thomson Reuters,   and $141 million is related t o   other acquisition s .  

Goodwill represents the excess of the purchase price over the value assigned to the net tangible and 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 periods if certain events occur indicating that the carrying amount may be impaired, such as changes in the business climate, poor indicators of operating

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performance or the sale or disposition of a significant portion of a reporting unit.   There was no impairment of goodwill for the three months ended March 31, 2016 and 201 5; 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:



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

March 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 

 

 

 

$

39 

 

$

(23)

 

$

16 

 

 

Customer relationships

 

 

1,143 

 

 

(403)

 

 

740 

 

 

19 

 

 

1,038 

 

 

(387)

 

 

651 

 

 

20 

Other

 

 

 

 

(3)

 

 

 

 

 

 

 

 

(4)

 

 

 

 

Foreign currency translation adjustment

 

 

(112)

 

 

38 

 

 

(74)

 

 

 

 

 

(138)

 

 

43 

 

 

(95)

 

 

 

Total finite-lived intangible assets

 

$

1,074 

 

$

(392)

 

$

682 

 

 

 

 

$

944 

 

$

(371)

 

$

573 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Indefinite-Lived Intangible Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchange and clearing registrations

 

$

790 

 

$

 -

 

$

790 

 

 

 

 

$

790 

 

$

 -

 

$

790 

 

 

 

Trade names

 

 

700 

 

 

 -

 

 

700 

 

 

 

 

 

700 

 

 

 -

 

 

700 

 

 

 

Licenses

 

 

51 

 

 

 -

 

 

51 

 

 

 

 

 

51 

 

 

 -

 

 

51 

 

 

 

Foreign currency translation adjustment

 

 

(138)

 

 

 -

 

 

(138)

 

 

 

 

 

(155)

 

 

 -

 

 

(155)

 

 

 

Total indefinite-lived intangible assets

 

$

1,403 

 

$

 -

 

$

1,403 

 

 

 

 

$

1,386 

 

$

 -

 

$

1,386 

 

 

 

Total intangible assets

 

$

2,477 

 

$

(392)

 

$

2,085 

 

 

 

 

$

2,330 

 

$

(371)

 

$

1,959 

 

 

 



Amortization expense for purchased finite-lived intangible assets was $17   million for the three months ended March 31, 2016 and   $15 million for the three months ended March 31, 2015 .

The estimated future amortization expense (excluding the impact of foreign currency translation adjustment s of $74 million as of March 31, 2016 ) of acquired finite-lived intangible assets as of March 31, 2016 is as follows:

 



 

 

 



 

 

 



 

(in millions)

2016 (1)

 

$

57 

2017

 

 

74 

2018

 

 

70 

2019

 

 

56 

2020

 

 

55 

2021 and thereafter

 

 

444 

Total

 

$

756 



(1)        Represents the estimated amortization to be recognized for the remaining nine months of 201 6 .

6. Investments

Trading Securities

Trading securities, which are included in financial investments, at fair value in the Condensed Consolidated Balance Sheets, were $ 249 million as of March 31, 2016 and $189 million as of December 31, 201 5 . These securities are primarily comprised of highly rated European government debt securities, of which $ 175 million as of March 31, 2016 and $166 million as of December 31, 201 5 , are assets utilized to meet regulatory capital requirements primarily for our clearing operations at Nasdaq Clearing .  

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Available-for-Sale Investment Securities

Available-for-sale investment securities, which are included in financial investments, at fair value in the Condensed Consolidated Balance Sheets, were   $10 million as of March 31, 2016 and $12 million as of December 31, 2015. These securities are primarily comprised of short-term commercial paper. As of March 31, 2016 and December 31, 2015, the cumulative unrealized gains and losses on these securities were immaterial.

Equity Method Investments

The carrying amounts of our equity method investments totaled $70 million as of March 31, 2016 and $72 million as of December 31, 201 5 and are included in other non-current assets in the Condensed Consolidated Balance Sheets. As of March 31, 2016 and December 31, 2015 , our equity method investments primarily included equity interests in The Options Clearing Corporation, or OCC, EuroCCP N.V. and The Order Machine, or TOM.

Net i ncome recognized from our equity interest in the earnings and losses of these equity method investments was $2  m illion for the three months ended March 31, 2016 and   $14  m illion for the three months ended March 31, 2015 . The decrease in the first quarter compared with the same periods in 2015 is primarily due to income recognized from our equity method investment in OCC in 2015. W e were not able to determine what our share of OCC’s income was for the year ended December 31, 2014 until the first quarter of 2015, when OCC ’s financial statements were made available to us. As a result, we recorded other income of $13 million in March 2015 relating to our share of OCC’s income for the year ended December 31, 2014. This income is included in net income from unconsolidated investees in the Condensed Consolidated Statements of Income for the three months ended March 31, 2015.  

Capital Contribution to OCC  

In March 2015, in connection with being designated systemically important by the Financial Stability Oversight Council, OCC implemented a capital plan under which the options exchanges that are OCC’s stockholders made new capital contributions to OCC, committed to make further capital contributions in the future under certain specified circumstances, and received certain commitments from OCC with respect to future dividend payments and related matters. Under the OCC capital plan, OCC's existing exchange stockholders, including Nasdaq, each contributed a pro-rata share of $ 150 million in new equity capital. Nasdaq’s capital contribution   was $30 million. OCC’s exchange stockholders also committed to provide, as may become necessary from time to time, additional replenishment capital on a pro-rata basis if certain capital thresholds are triggered. For its part, OCC adopted specific policies with respect to fees, customer refunds and stockholder dividends, which envision an annual dividend payment to its stockholders equal to the portion of OCC’s after-tax income that exceeds OCC’s capital requirements after payment of refunds to OCC’s clearing members (with such customer refunds generally to constitute 50% of the portion of OCC’s pre-tax income that exceeds OCC’s capital requirements). After the SEC staff approved the OCC capital plan and the stockholders made their capital contributions, the plan’s further effectiveness was suspended under the applicable SEC rules because certain parties petitioned the full Commission to reconsider the capital plan’s approval. This stay was lifted by the SEC in September 2015, allowing OCC to implement the plan and in February 2016, the SEC issued an order approving the OCC capital plan as previously implemented and dismissed the petitions challenging that plan. The petitioners appealed the SEC's order   to the Federal Court of Appeals for the District of Columbia Circuit.  The petitioners also filed for a stay of the SEC's order, which would have blocked OCC from paying a dividend under the OCC c apital p lan.  The Court of Appeals denied the requested stay, permitting OCC to pay a dividend which Nasdaq received i n February 2016 .

Cost Method Investments

The carrying amount of our cost method investments totaled $145 million as of March 31, 2016 and $132 million as of December 31, 201 5 and is included in other non-current assets in the Condensed Consolidated Balance Sheets. As of March 31, 2016 and December 31, 2015 , our cost method investments primarily represent our 5% ownership interest in Borsa Istanbul and our 5% ownership interest in LCH.Clearnet Group Limited, or LCH.

The Borsa Istanbul shares, which were issued to us in the first quarter of 2014, are part of the consideration to be received under a market technology agreement. This investment has a cost basis of $75 million which is guaranteed to us via a put option negotiated as part of the market technology agreement.

7. Deferred Revenue

Deferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the three months ended March 31, 2016 and 2015 are reflected in the following table.





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Initial Listing Revenues

 

Listing of Additional Shares Revenues

 

Annual Renewal and Other Revenues

 

Technology Solutions Revenues (2)

 

Total



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

(in millions)

Balance at January 1, 2016

 

$

59 

 

$

53 

 

$

16 

 

$

199 

 

$

327 

Additions (1)

 

 

 

 

 

 

259 

 

 

122