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Acquisitions | 3 Months Ended
--- | ---
Mar. 31, 2017
Business Combinations [Abstract] |
Acquisitions | Acquisitions We completed the following acquisitions in 2016. Financial results of each transaction are included in our Condensed Consolidated Statements of Income from the date of each acquisition. 2016 Acquisitions
| Purchase Consideration |  | Total Net Assets (Liabilities) Acquired |  | Total Net Deferred Tax Liability |  | Acquired Intangible Assets |  | Goodwill
| (in millions)
ISE | $ | 1,070 |  |  | $ | 83 |  |  | $ | (185 | ) |  | $ | 623 |  |  | $ | 549 |
Boardvantage | 242 |  |  | 28 |  |  | (45 | ) |  | 111 |  |  | 148 |
Marketwired | 111 |  |  | (1 | ) |  | (5 | ) |  | 31 |  |  | 86 |
Nasdaq CXC | 116 |  |  | 6 |  |  | (20 | ) |  | 76 |  |  | 54 |
The amounts in the table above represent the allocation of purchase price as of March 31, 2017. The preliminary allocations of the purchase price are subject to revision during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. Adjustments to the provisional values, which may include tax and other estimates, during the measurement period will be recorded in the reporting period in which the adjustment amounts are determined. Changes to amounts recorded as assets and liabilities may result in a corresponding adjustment to goodwill. We finalized the allocation of the purchase price for Marketwired and Nasdaq CXC in February 2017. There were no adjustments to the provisional values during the 12 month measurement period for Nasdaq CXC. For Marketwired, we recorded a measurement period adjustment of $5 million which is discussed below under "Acquisition of Marketwired." See “Intangible Assets” below for further discussion of intangible assets acquired through our 2016 acquisitions. Acquisition of ISE On June 30, 2016, we acquired ISE for $1,070 million. We acquired net assets, at fair value, totaling $83 million and recorded a net deferred tax liability of $185 million, comprised of a deferred tax liability of $266 million and a deferred tax asset of $81 million, related to differences in the U.S. GAAP and tax basis of our investment in ISE. ISE is part of our Market Services, Information Services and Market Technology segments. In May 2016, we issued the 2023 Notes and in June 2016, we issued the 2026 Notes to fund this acquisition. See “1.75% Senior Unsecured Notes,” and “3.85% Senior Unsecured Notes,” of Note 8, “Debt Obligations,” for further discussion. Acquisition of Boardvantage In May 2016, we acquired Boardvantage for $242 million ($197 million in cash paid plus $45 million in working capital adjustments, which primarily includes cash acquired). We acquired net assets, at fair value, totaling $28 million and recorded a net deferred tax liability of $45 million, comprised of a deferred tax liability of $46 million and a deferred tax asset of $1 million, related to differences in the U.S. GAAP and tax basis of our investment in Boardvantage. This acquisition expanded our Corporate Solutions board and leadership business within our Corporate Services segment. Nasdaq borrowed $197 million under the revolving credit commitment of the 2014 Credit Facility to fund this acquisition. Acquisition of Marketwired In February 2016, we acquired Marketwired for $111 million ($109 million in cash paid plus $2 million in working capital adjustments). We acquired net liabilities, at fair value, totaling $1 million and recorded a deferred tax liability of $10 million related to differences in the U.S. GAAP and tax basis of our investment in Marketwired. In the second quarter of 2016, we recorded a measurement period adjustment of $5 million to the estimated fair value of deferred tax liabilities to reflect a revised assessment following the receipt of new information. The adjustment resulted in a decrease to both deferred tax liabilities recorded and goodwill. The adjustment did not result in an impact to our Condensed Consolidated Statements of Income. Marketwired is part of our Corporate Solutions business within our Corporate Services segment. Nasdaq borrowed $109 million under the revolving credit commitment of the 2014 Credit Facility to fund this acquisition. Acquisition of Nasdaq CXC In February 2016, we acquired Nasdaq CXC for $116 million ($115 million in cash paid plus $1 million in working capital adjustments). We acquired net assets, at fair value, totaling $6 million and recorded a deferred tax liability of $20 million related to differences in the U.S. GAAP and tax basis of our investment in Nasdaq CXC. Nasdaq CXC is part of our Market Services segment and our Data Products business within our Information Services segment. Nasdaq used cash on hand and borrowed $55 million under the revolving credit commitment of the 2014 Credit Facility to fund this acquisition. Intangible Assets The following table presents the details of acquired intangible assets in our 2016 acquisitions. All acquired intangible assets with finite lives are amortized using the straight-line method.
| 2016
| ISE |  | Boardvantage |  | Marketwired |  | Nasdaq CXC
| ($ in millions)
Intangible Assets |  |  |  |  |  |  |
Exchange registrations | $ | 467 |  |  | $ | — |  |  | $ | — |  |  | $ | — |
Discount rate used | 8.6 | % |  | — |  |  | — |  |  | — |
Estimated average remaining useful life | Indefinite |  |  | — |  |  | — |  |  | — |
Customer relationships | $ | 148 |  |  | $ | 103 |  |  | $ | 29 |  |  | $ | 76 |
Discount rate used | 9.1 | % |  | 15.5 | % |  | 16.4 | % |  | 10.3 | %
Estimated average remaining useful life | 13 years |  |  | 14 years |  |  | 6 years |  |  | 17 years |
Trade name | $ | 8 |  |  | $ | 2 |  |  | $ | 2 |  |  | $ | — |
Discount rate used | 8.6 | % |  | 15.0 | % |  | 15.8 | % |  | — |
Estimated average remaining useful life | Indefinite |  |  | 1 year |  |  | 2 years |  |  | — |
Technology | $ | — |  |  | $ | 6 |  |  | $ | — |  |  | $ | — |
Discount rate used | — |  |  | 15.5 | % |  | — |  |  | — |
Estimated average remaining useful life | — |  |  | 5 years |  |  | — |  |  | — |
Total intangible assets | $ | 623 |  |  | $ | 111 |  |  | $ | 31 |  |  | $ | 76 |
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, and Nasdaq CXC 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. 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 and Nasdaq CXC, 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. Pro Forma Results and Acquisition-related Costs The condensed consolidated financial statements for the three months ended March 31, 2017 and 2016 include the financial results of the above 2016 acquisitions from the date of each acquisition. Pro forma financial results for the acquisitions completed in 2016 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 Condensed Consolidated Statements of Income.

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