Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Jul. 25, 2014 | |
Document Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Entity Registrant Name | 'NASDAQ OMX GROUP, INC. | ' |
Entity Central Index Key | '0001120193 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 168,736,034 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | ||
In Millions, unless otherwise specified | ||||
Current assets: | ' | ' | ||
Cash and cash equivalents | $314 | $398 | ||
Restricted cash | 39 | 84 | ||
Financial investments, at fair value | 203 | [1] | 189 | [1] |
Receivables, net | 395 | 393 | ||
Deferred tax assets | 22 | 12 | ||
Default funds and margin deposits | 2,579 | 1,961 | ||
Other current assets | 166 | 126 | ||
Total current assets | 3,718 | 3,163 | ||
Property and equipment, net | 280 | 268 | ||
Non-current deferred tax assets | 482 | 404 | ||
Goodwill | 6,068 | 6,186 | ||
Intangible assets, net | 2,313 | 2,386 | ||
Other non-current assets | 255 | 170 | ||
Total assets | 13,116 | 12,577 | ||
Current liabilities: | ' | ' | ||
Accounts payable and accrued expenses | 188 | 228 | ||
Section 31 fees payable to SEC | 154 | 82 | ||
Accrued personnel costs | 100 | 154 | ||
Deferred revenue | 230 | 151 | ||
Other current liabilities | 135 | 141 | ||
Deferred tax liabilities | 38 | 38 | ||
Default funds and margin deposits | 2,579 | 1,961 | ||
Current portion of debt obligations | ' | 45 | ||
Total current liabilities | 3,424 | 2,800 | ||
Debt obligations | 2,408 | 2,589 | ||
Non-current deferred tax liabilities | 697 | 708 | ||
Non-current deferred revenue | 232 | 143 | ||
Other non-current liabilities | 148 | 153 | ||
Total liabilities | 6,909 | 6,393 | ||
Commitments and contingencies | ' | ' | ||
NASDAQ OMX stockholders' equity: | ' | ' | ||
Common stock, $0.01 par value, 300,000,000 shares authorized, shares issued: 216,640,867 at June 30, 2014 and 214,419,155 at December 31, 2013; shares outstanding: 168,588,156 at June 30, 2014 and 169,357,084 at December 31, 2013 | 2 | 2 | ||
Preferred stock, 30,000,000 shares authorized, series A convertible preferred stock: shares issued: none at June 30, 2014 and 1,600,000 at December 31, 2013; shares outstanding: none at June 30, 2014 and December 31, 2013 | ' | ' | ||
Additional paid-in capital | 4,328 | 4,278 | ||
Common stock in treasury, at cost: 48,052,711 shares at June 30, 2014 and 45,062,071 shares at December 31, 2013 | -1,117 | -1,005 | ||
Accumulated other comprehensive loss | -142 | -67 | ||
Retained earnings | 3,134 | 2,976 | ||
Total NASDAQ OMX stockholders' equity | 6,205 | 6,184 | ||
Noncontrolling interests | 2 | ' | ||
Total equity | 6,207 | 6,184 | ||
Total liabilities and equity | $13,116 | $12,577 | ||
[1] | As of June 30, 2014 and December 31, 2013, Level 1 financial investments, at fair value were primarily comprised of trading securities, mainly Swedish government debt securities. Of these securities, $172 million as of June 30, 2014 and $167 million as of December 31, 2013 are assets utilized to meet regulatory capital requirements primarily for clearing operations at NASDAQ OMX Nordic Clearing. |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Statement Of Financial Position [Abstract] | ' | ' |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 216,640,867 | 214,419,155 |
Common stock, shares outstanding | 168,588,156 | 169,357,084 |
Preferred stock, shares authorized | 30,000,000 | 30,000,000 |
Preferred stock, series A convertible preferred stock: shares issued | 0 | 1,600,000 |
Common stock in treasury | 48,052,711 | 45,062,071 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Income (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenues: | ' | ' | ' | ' |
Market Services | $544 | $553 | $1,126 | $1,060 |
Listing Services | 60 | 58 | 117 | 113 |
Information Services | 123 | 107 | 246 | 212 |
Technology Solutions | 138 | 96 | 273 | 172 |
Total revenues | 865 | 814 | 1,762 | 1,557 |
Cost of revenues: | ' | ' | ' | ' |
Transaction rebates | -252 | -276 | -536 | -518 |
Brokerage, clearance and exchange fees | -90 | -87 | -174 | -170 |
Total cost of revenues | -342 | -363 | -710 | -688 |
Revenues less transaction rebates, brokerage, clearance and exchange fees | 523 | 451 | 1,052 | 869 |
Operating expenses: | ' | ' | ' | ' |
Compensation and benefits | 145 | 126 | 303 | 243 |
Marketing and advertising | 9 | 8 | 18 | 15 |
Depreciation and amortization | 35 | 28 | 69 | 55 |
Professional and contract services | 42 | 35 | 81 | 64 |
Computer operations and data communications | 23 | 20 | 45 | 35 |
Occupancy | 24 | 23 | 49 | 46 |
Regulatory | 7 | 8 | 14 | 16 |
Merger and strategic initiatives | 14 | 25 | 42 | 33 |
Restructuring and other charges | ' | ' | ' | 9 |
General, administrative and other | 33 | 19 | 56 | 42 |
Voluntary accommodation program | ' | ' | ' | 62 |
Total operating expenses | 332 | 292 | 677 | 620 |
Operating income | 191 | 159 | 375 | 249 |
Interest income | 1 | 2 | 3 | 5 |
Interest expense | -30 | -26 | -59 | -50 |
Asset impairment charges | ' | ' | ' | -10 |
Income before income taxes | 162 | 135 | 319 | 194 |
Income tax provision | 61 | 47 | 114 | 64 |
Net income | 101 | 88 | 205 | 130 |
Net income attributable to NASDAQ OMX | $101 | $88 | $205 | $130 |
Per share information: | ' | ' | ' | ' |
Basic earnings per share | $0.60 | $0.53 | $1.21 | $0.78 |
Diluted earnings per share | $0.59 | $0.52 | $1.18 | $0.77 |
Cash dividends declared per common share | ' | $0.13 | $0.28 | $0.26 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Condensed Consolidated Statements of Comprehensive Income (Loss) [Abstract] | ' | ' | ' | ' |
Net income | $101 | $88 | $205 | $130 |
Net unrealized holding gains (losses) on available-for-sale investment securities: | ' | ' | ' | ' |
Net unrealized holding gains (losses) on available-for-sale investment securities | ' | 14 | ' | 15 |
Foreign currency translation gains (losses): | ' | ' | ' | ' |
Net foreign currency translaction gains (losses) | -124 | -110 | -137 | -152 |
Income tax benefit (expense) | 54 | 176 | 62 | 183 |
Total | -70 | 66 | -75 | 31 |
Total other comprehensive income, net of tax | -70 | 80 | -75 | 46 |
Comprehensive income | 31 | 168 | 130 | 176 |
Comprehensive income attributable to NASDAQ OMX | $31 | $168 | $130 | $176 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net income | $205 | $130 |
Adjustments to reconcile net income to cash provided by operating activities: | ' | ' |
Depreciation and amortization | 69 | 55 |
Share-based compensation | 30 | 18 |
Excess tax benefits related to share-based compensation | -6 | -13 |
Deferred income taxes | -21 | -28 |
Noncash Merger Related Costs | 20 | ' |
Non-cash restructuring charges | ' | 1 |
Asset retirements and impairment charges | ' | 10 |
Other non-cash items included in net income | 18 | 1 |
Net change in operating assets and liabilities, net of effects of acquisitions: | ' | ' |
Receivables, net | -10 | -22 |
Other assets | -10 | -61 |
Accounts payable and accrued expenses | -36 | 83 |
Section 31 fees payable to SEC | 72 | 48 |
Accrued personnel costs | -54 | -30 |
Deferred revenue | 99 | 47 |
Other liabilities | 7 | 16 |
Net cash provided by operating activities | 383 | 255 |
Cash flows from investing activities: | ' | ' |
Purchases of trading securities | -201 | -187 |
Proceeds from sales and redemptions of trading securities | 200 | 250 |
Purchase of equity and cost method investments | -17 | -39 |
Payments to Acquire Other Investments | 17 | 39 |
Acquisitions of businesses, net of cash and cash equivalents acquired | ' | -1,121 |
Purchases of property and equipment | -66 | -45 |
Other investment activities | -10 | ' |
Net cash used in investing activities | -94 | -1,142 |
Cash flows from financing activities: | ' | ' |
Payments of debt obligations | -754 | -23 |
Proceeds from debt obligations, net of debt issuance costs | 519 | 825 |
Cash paid for repurchase of common stock | -93 | -10 |
Cash dividends | -47 | -43 |
Excess tax benefits related to share-based compensation | 6 | 13 |
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Including Stock Options | 18 | 19 |
Proceeds From Stock Options Exercised | 13 | 15 |
Payments related to employee shares withheld for taxes | -23 | -4 |
Other financing activities | 1 | ' |
Net cash provided by (used in) financing activities | -373 | 777 |
Effect of exchange rate changes on cash and cash equivalents | ' | -8 |
Net decrease in cash and cash equivalents | -84 | -118 |
Cash and cash equivalents at beginning of period | 398 | 497 |
Cash and cash equivalents at end of period | 314 | 379 |
Cash paid for: | ' | ' |
Interest | 76 | 40 |
Income taxes, net of refund | 103 | 100 |
Non-cash investing activities: | ' | ' |
Transfer To Investments | 75 | ' |
Acquisition of eSpeed contingent future issuance of NASDAQ OMX common stock | ' | $484 |
Organization_and_Nature_of_Ope
Organization and Nature of Operations | 6 Months Ended |
Jun. 30, 2014 | |
Organization and Nature of Operations [Abstract] | ' |
Organization and Nature of Operations | ' |
1. Organization and Nature of Operations | |
We are a leading global exchange group that delivers trading, clearing, exchange technology, regulatory, securities listing, and public company services across six continents. Our global offerings are diverse and include trading and clearing across multiple asset classes, access services, market data products, financial indexes, capital formation solutions, financial services, corporate solutions and market technology products and services. Our technology powers markets across the globe, supporting derivatives trading, clearing and settlement, cash equity trading, fixed income trading and many other functions. | |
In the U.S., we operate The NASDAQ Stock Market, a registered national securities exchange. The NASDAQ Stock Market is the largest single cash equities securities market in the U.S. in terms of listed companies and in the world in terms of share value traded. As of June 30, 2014, The NASDAQ Stock Market was home to 2,709 listed companies with a combined market capitalization of approximately $7.6 trillion. In addition, in the U.S. we operate two additional cash equities trading markets, three options markets and an electronic platform for trading of U.S. Treasuries. In March 2014, we launched NASDAQ Private Market, or NPM, a marketplace for private growth companies. | |
In Europe, we operate exchanges in Stockholm (Sweden), Copenhagen (Denmark), Helsinki (Finland), and Iceland, as well as the clearing operations of NASDAQ OMX Clearing AB, as NASDAQ OMX Nordic. We also operate exchanges in Tallinn (Estonia), Riga (Latvia) and Vilnius (Lithuania) as NASDAQ OMX Baltic. Collectively, NASDAQ OMX Nordic and NASDAQ OMX Baltic offer trading in cash equities, bonds, structured products and ETFs, as well as trading and clearing of derivatives and clearing of resale and repurchase agreements. Through NASDAQ OMX First North, our Nordic and Baltic operations also offer alternative marketplaces for smaller companies. As of June 30, 2014, the exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic, together with NASDAQ OMX First North, were home to 782 listed companies with a combined market capitalization of approximately $1.3 trillion. We also operate NASDAQ OMX Armenia. | |
In addition, NASDAQ OMX Commodities operates a power derivatives exchange regulated in Norway and a European carbon exchange. In the U.K., we operate NASDAQ OMX NLX, a London-based market for trading of listed short-term and long-term European (Euro and Sterling denominated) interest rate derivative products. | |
In some of the countries where we operate exchanges, we also provide investment firm, clearing, settlement and central depository services. | |
Basis_of_Presentation_and_Prin
Basis of Presentation and Principles of Consolidation | 6 Months Ended |
Jun. 30, 2014 | |
Basis of Presentation and Principles of Consolidation [Abstract] | ' |
Basis of Presentation and Principles of Consolidation | ' |
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 OMX, its wholly-owned subsidiaries and other entities in which NASDAQ OMX has a controlling financial interest. The accompanying unaudited 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 OMX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. | |
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. | |
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. | |
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. | |
As shown in the Condensed Consolidated Statements of Comprehensive Income, the income tax benefit in the second quarter and first six months of 2013 was impacted due to an assertion made by NASDAQ OMX to permanently reinvest the earnings of certain foreign subsidiaries. As a result of this assertion, adjustments were made to our deferred tax balances relating to cumulative translation adjustments pertaining to these subsidiaries. | |
NASDAQ OMX 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 2007 through 2010 are currently under audit by the Internal Revenue Service and we are subject to examination for 2011 and 2012. Several state tax returns are currently under examination by the respective tax authorities for the years 2005 through 2012. Non-U.S. tax returns are subject to examination by the respective tax authorities for the years 2006 through 2012. We anticipate that the amount of unrecognized tax benefits at June 30, 2014 will significantly decrease in the next twelve months as we expect to settle certain tax audits. The final outcome of such audits cannot yet be determined. 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 OMX 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. Through June 30, 2014, we have recorded tax benefits of $21 million associated with this filing position. Of this amount we have paid $12 million to the Finnish tax authorities. We have also paid $11 million in interest and penalties. In 2014, we will pay $9 million, which represents the benefit taken in 2013 and the first six months of 2014. We expect the Finnish Supreme Administrative Court to agree with our position, which would result in an expected refund to NASDAQ OMX of $32 million. | |
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 OMX 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 will appeal this ruling to the Swedish Supreme Administrative Court. We expect to receive a favorable decision from the Swedish Supreme Administrative Court. Since January 1, 2013, we have recorded tax benefits of $24 million, or $0.14 per diluted share, related to this matter. We expect to record recurring quarterly tax benefits of $4 million to $5 million with respect to this issue for the foreseeable future. | |
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 VAT tax returns for 2011 and 2012 and utilized the same approach which was approved for the 2010 filing. However, even though the VAT return position was previously reviewed and approved by the Swedish Tax Agency, we were informed by the Swedish Tax Agency that our VAT refund claims for 2011 and 2012 are not valid. However, they will not seek reimbursement of the 2010 refund. We have appealed the finding by the Swedish Tax Agency to the Administrative Court. For the period January 1, 2011 through June 30, 2014, we have recorded benefits of $16 million associated with this position. | |
Recently Announced Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supercedes the revenue recognition guidance in Accounting Standards Codification, or ASC, 605, “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. The standard provides alternative methods of initial adoption and is effective for us on January 1, 2017. Early adoption is not permitted. We are currently assessing the impact that this standard will have on our consolidated financial statements. | |
In April 2014, the FASB issued ASU 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,” which raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. Under the new guidance, only disposals representing a strategic shift in operations that have or will have a major effect on an entity’s operations and financial results should be presented as discontinued operations. This guidance is effective for us on January 1, 2015. Early adoption is permitted provided that the disposal was not previously disclosed. We will prospectively apply this new standard to applicable transactions. | |
Restructuring_Charges
Restructuring Charges | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Restructuring Charges [Abstract] | ' | |||
Restructuring Charges | ' | |||
3. Restructuring Charges | ||||
During the first quarter of 2012, we performed a comprehensive review of our processes, organizations and systems in a company-wide effort to improve performance, cut costs, and reduce spending. This restructuring program was completed in the first quarter of 2013. | ||||
The following table presents a summary of restructuring charges in the Condensed Consolidated Statements of Income for the six months ended June 30, 2013: | ||||
Six Months Ended June 30, | ||||
2013 | ||||
(in millions) | ||||
Severance | $ | 6 | ||
Facilities-related | 1 | |||
Asset impairments | 1 | |||
Other | 1 | |||
Total restructuring charges | $ | 9 | ||
During the first six months of 2013, we recognized restructuring charges totaling $9 million, including severance costs of $6 million related to workforce reductions of 31 positions across our organization, $1 million for facilities-related charges related to lease rent accruals for facilities we no longer occupy due to facilities consolidation, $1 million for asset impairments, primarily consisting of fixed assets and capitalized software that have been retired, and $1 million of other charges. | ||||
Restructuring Reserve | ||||
Severance | ||||
The accrued severance balance was $3 million at December 31, 2013 and is included in other current liabilities in the Condensed Consolidated Balance Sheets. The accrued severance balance as of December 31, 2013 was paid during the first quarter of 2014. | ||||
Facilities-related | ||||
Facilities-related reserves are calculated using a present value of future minimum lease payments, offset by an estimate for future sublease income. The facilities-related reserve balance was $1 million at December 31, 2013. The majority of the facilities-related reserve balance as of December 31, 2013 was utilized during the first quarter of 2014. | ||||
Acquisitions_and_Divestitures
Acquisitions and Divestitures | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Acquisitions [Abstract] | ' | ||||||||||||
Acquisitions and Divestitures | ' | ||||||||||||
4. Acquisitions | |||||||||||||
We completed the following acquisitions in 2014 and 2013. Financial results of each transaction are included in our Condensed Consolidated Statements of Income from the dates of each acquisition. | |||||||||||||
2014 Acquisition | |||||||||||||
On March 31, 2014, we completed the acquisition of the remaining 28% ownership interest in BWise Beheer B.V. and its subsidiaries, or BWise, a Netherlands-based service provider that offers enterprise governance, risk management and compliance software and services to help companies track, measure and manage key organizational risks. BWise is part of our Market Technology business within our Technology Solutions segment. | |||||||||||||
2013 Acquisitions | |||||||||||||
Purchase Consideration | Total Net Assets (Liabilities) Acquired | Purchased Intangible Assets | Goodwill | ||||||||||
(in millions) | |||||||||||||
eSpeed | $ | 1,239 | $ | 5 | $ | 715 | $ | 519 | |||||
TR Corporate Solutions businesses | 366 | -37 | 91 | 312 | |||||||||
Acquisition of eSpeed for Trading of U.S. Treasuries | |||||||||||||
On June 28, 2013, we acquired from BGC Partners, Inc. and certain of its affiliates, or BGC, certain assets and assumed certain liabilities, including 100% of the equity interests in eSpeed Technology Services, L.P., eSpeed Technology Services Holdings, LLC, Kleos Managed Services, L.P. and Kleos Managed Services Holdings, LLC; the eSpeed brand name; various assets comprising the fully electronic portion of BGC’s benchmark U.S. Treasury brokerage, market data and co-location service businesses, or eSpeed, for $1.2 billion. We acquired net assets, at fair value, totaling $5 million and purchased intangible assets of $715 million, which consisted of $578 million for the eSpeed trade name, $121 million in customer relationships and $16 million in technology. The eSpeed businesses are part of our Market Services and Information Services segments. | |||||||||||||
The purchase price consisted of $755 million in cash and contingent future annual issuances of 992,247 shares of NASDAQ OMX common stock, which approximated certain tax benefits associated with the transaction of $484 million. Such contingent future issuances of NASDAQ OMX common stock will be paid ratably through 2027 if NASDAQ OMX’s total gross revenues equal or exceed $25 million in each such year. The contingent future issuances of NASDAQ OMX common stock are subject to anti-dilution protections and acceleration upon certain events. | |||||||||||||
We finalized the allocation of the purchase price for eSpeed in the second quarter of 2014. There were no adjustments to the provisional values for this acquisition during the first six months of 2014. | |||||||||||||
Acquisition of the Investor Relations, Public Relations and Multimedia Solutions Businesses of Thomson Reuters | |||||||||||||
On May 31, 2013, we acquired from Thomson Reuters their Investor Relations, Public Relations and Multimedia Solutions businesses, or the TR Corporate Solutions businesses, which provide insight, analytics and communications solutions, for $390 million ($366 million cash paid plus $24 million in working capital adjustments). We acquired net liabilities, at fair value, totaling $37 million and purchased intangible assets of $91 million, which consisted of $89 million in customer relationships and $2 million in technology. The TR Corporate Solutions businesses are part of our Corporate Solutions business within our Technology Solutions segment. | |||||||||||||
We finalized the allocation of the purchase price for the TR Corporate Solutions businesses in the second quarter of 2014. There were no adjustments to the provisional values for this acquisition during the first six months of 2014. | |||||||||||||
In the first quarter of 2014, we performed a review of our legacy Corporate Solutions’ technology platforms in an effort to leverage our scale and expertise as well as improve the efficiencies that we deliver to our customers and reduce our costs. This review resulted in the consolidation and retirement of several technology platforms, resulting in a charge of $18 million in the first quarter of 2014. In addition, other merger costs of $19 million relating to our acquisition of the TR Corporate Solutions businesses were recorded in the first six months of 2014. These charges are included in merger and strategic initiatives expense in the Condensed Consolidated Statements of Income. | |||||||||||||
Formation of The NASDAQ Private Market Joint Venture | |||||||||||||
In March 2013, we formed a joint venture with SharesPost, Inc. creating NPM, a marketplace for private growth companies. We own a majority interest in NPM, combining NASDAQ OMX’s resources, market and operating expertise with SharesPost’s web-based platform. NPM launched in March 2014 and is part of our U.S. Listing Services business within our Listing Services segment. | |||||||||||||
We finalized the allocation of the purchase price for NPM in the first quarter of 2014. There were no adjustments to the provisional values for this acquisition during the first quarter of 2014. | |||||||||||||
EMCF and EuroCCP Merger | |||||||||||||
In December 2013, European Multilateral Clearing Facility N.V., or EMCF, merged with EuroCCP, creating EuroCCP N.V., a new combined clearinghouse. In connection with the merger, NASDAQ OMX purchased an additional ownership interest in EuroCCP N.V. for an immaterial amount. NASDAQ OMX previously had a 22% equity interest in EMCF and, upon completion of the merger, currently has a 25% equity interest in EuroCCP N.V. We account for our investment in EuroCCP N.V. under the equity method of accounting and this investment is part of our Market Services segment. See “Equity Method Investments,” of Note 6, “Investments,” for further discussion of our equity method investments. | |||||||||||||
Acquisition of Dutch Cash Equities and Equity Derivatives Trading Venue | |||||||||||||
In April 2013, we acquired a 25% equity interest in The Order Machine, or TOM, a Dutch cash equities and equity derivatives trading venue, for an immaterial amount. The terms of the transaction also provide us an option to acquire an additional 25.1% of the remaining shares at a future date. This transaction expanded our derivatives presence in Europe and this investment is part of our Market Services segment. We account for our investment in TOM under the equity method of accounting. See “Equity Method Investments,” of Note 6, “Investments,” for further discussion of our equity method investments. | |||||||||||||
Pro Forma Results and Acquisition-related Costs | |||||||||||||
Pro forma financial results for the acquisitions completed in 2013 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. | |||||||||||||
Goodwill_and_Purchased_Intangi
Goodwill and Purchased Intangible Assets | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Goodwill and Purchased Intangible Assets | ' | ||||||||||||||||||||||||
5. Goodwill and Purchased Intangible Assets | |||||||||||||||||||||||||
Goodwill | |||||||||||||||||||||||||
The following table presents the changes in goodwill by business segment during the six months ended June 30, 2014: | |||||||||||||||||||||||||
Market Services | Listing Services | Information Services | Technology Solutions | Total | |||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 3,433 | $ | 136 | $ | 2,019 | $ | 598 | $ | 6,186 | |||||||||||||||
Goodwill acquired | - | - | - | - | - | ||||||||||||||||||||
Foreign currency translation adjustment | -66 | -1 | -39 | -12 | -118 | ||||||||||||||||||||
Balance at June 30, 2014 | $ | 3,367 | $ | 135 | $ | 1,980 | $ | 586 | $ | 6,068 | |||||||||||||||
As of June 30, 2014, the amount of goodwill that is expected to be deductible for tax purposes in future periods is $844 million, of which $484 million is related to our acquisition of eSpeed and $289 million is related to our acquisition of the TR Corporate Solutions businesses. | |||||||||||||||||||||||||
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 perform an annual goodwill impairment test during the fourth quarter of our fiscal year using carrying amounts as of October 1. Should certain events or indicators of impairment occur between annual impairment tests, we will perform the impairment test as those events or indicators occur. We assess goodwill impairment at the reporting unit level. There was no impairment of goodwill for the six months ended June 30, 2014 and 2013, 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. | |||||||||||||||||||||||||
Purchased Intangible Assets | |||||||||||||||||||||||||
The following table presents details of our total purchased intangible assets, both finite- and indefinite-lived: | |||||||||||||||||||||||||
30-Jun-14 | 31-Dec-13 | ||||||||||||||||||||||||
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 | $ | 37 | $ | -14 | $ | 23 | 5 | $ | 39 | $ | -12 | $ | 27 | 5 | |||||||||||
Customer relationships | 1,075 | -325 | 750 | 19 | 1,075 | -292 | 783 | 19 | |||||||||||||||||
Other | 6 | -3 | 3 | 8 | 5 | -3 | 2 | 8 | |||||||||||||||||
Foreign currency translation adjustment | -12 | 4 | -8 | 3 | - | 3 | |||||||||||||||||||
Total finite-lived intangible assets | $ | 1,106 | $ | -338 | $ | 768 | $ | 1,122 | $ | -307 | $ | 815 | |||||||||||||
Indefinite-Lived Intangible Assets | |||||||||||||||||||||||||
Exchange and clearing registrations | $ | 790 | $ | - | $ | 790 | $ | 790 | $ | - | $ | 790 | |||||||||||||
Trade names | 756 | - | 756 | 756 | - | 756 | |||||||||||||||||||
Licenses | 51 | - | 51 | 51 | - | 51 | |||||||||||||||||||
Foreign currency translation adjustment | -52 | - | -52 | -26 | - | -26 | |||||||||||||||||||
Total indefinite-lived intangible assets | $ | 1,545 | $ | - | $ | 1,545 | $ | 1,571 | $ | - | $ | 1,571 | |||||||||||||
Total intangible assets | $ | 2,651 | $ | -338 | $ | 2,313 | $ | 2,693 | $ | -307 | $ | 2,386 | |||||||||||||
Amortization expense for purchased finite-lived intangible assets was $18 million for the three months ended June 30, 2014, $13 million for the three months ended June 30, 2013, $36 million for the six months ended June 30, 2014, and $26 million for the six months ended June 30, 2013. | |||||||||||||||||||||||||
The estimated future amortization expense (excluding the impact of foreign currency translation adjustment) of purchased finite-lived intangible assets as of June 30, 2014 is as follows: | |||||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||
2014(1) | $ | 35 | |||||||||||||||||||||||
2015 | 69 | ||||||||||||||||||||||||
2016 | 67 | ||||||||||||||||||||||||
2017 | 65 | ||||||||||||||||||||||||
2018 | 61 | ||||||||||||||||||||||||
2019 and thereafter | 479 | ||||||||||||||||||||||||
Total | $ | 776 | |||||||||||||||||||||||
(1) Represents the estimated amortization to be recognized for the remaining six months of 2014. | |||||||||||||||||||||||||
Intangible Asset Impairment Charges | |||||||||||||||||||||||||
In the first quarter of 2013, we recorded non-cash intangible asset impairment charges totaling $10 million related to certain acquired intangible assets associated with customer relationships ($7 million) and a certain trade name ($3 million). These impairments resulted primarily from changes in the forecasted revenues associated with the acquired customer list of FTEN, Inc., or FTEN. The fair value of customer relationships was determined using the income approach, specifically the multi-period excess earnings method. The fair value of the trade name was determined using the income approach, specifically the relief from royalty method. These charges are recorded in asset impairment charges in the Condensed Consolidated Statements of Income for the six months ended June 30, 2013. These impairment charges related to our Market Services segment. | |||||||||||||||||||||||||
Investments
Investments | 6 Months Ended |
Jun. 30, 2014 | |
Investments [Abstract] | ' |
Investments | ' |
6. Investments | |
Trading Securities | |
Trading securities, which are included in financial investments, at fair value in the Condensed Consolidated Balance Sheets, were $186 million as of June 30, 2014 and $189 million as of December 31, 2013. These securities are primarily comprised of Swedish government debt securities, of which $172 million as of June 30, 2014 and $167 million as of December 31, 2013, are assets utilized to meet regulatory capital requirements primarily for our clearing operations at NASDAQ OMX Nordic Clearing. | |
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 $17 million as of June 30, 2014. There were no available-for-sale investment securities as of December 31, 2013. These securities are primarily comprised of short-term commercial paper. For both the three and six months ended June 30, 2014, the unrealized holding gain/(loss) associated with these available-for-sale investment securities was immaterial. | |
Equity Method Investments | |
The carrying amounts of our equity method investments totaled $28 million as of June 30, 2014 and $30 million as of December 31, 2013 and are included in other non-current assets in the Condensed Consolidated Balance Sheets. At June 30, 2014 and December 31, 2013, our equity method investments consisted primarily of our equity interests in EuroCCP N.V. and TOM. See “EMCF and EuroCCP Merger,” and “Acquisition of Dutch Cash Equities and Equity Derivatives Trading Venue,” of Note 4, “Acquisitions,” for further discussion. | |
Income recognized from our equity interest in the earnings and losses of these equity method investments was immaterial for both the three and six months ended June 30, 2014 and 2013. | |
Cost Method Investments | |
The carrying amounts of our cost method investments totaled $144 million as of June 30, 2014 and are included in other non-current assets in the Condensed Consolidated Balance Sheets. As of June 30, 2014, our cost method investments represent our 5% ownership interest in Borsa Istanbul and our 5% ownership in LCH Clearnet Group Limited, or LCH. As of December 31, 2013, our cost method investment totaled $65 million and consisted of our 5% ownership interest in LCH. We account for these investments as cost method investments as we do not control and do not exercise significant influence over Borsa Istanbul or LCH and there is no readily determinable fair value of these shares since they are not publicly traded. | |
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. | |
Deferred_Revenue
Deferred Revenue | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Deferred Revenue [Abstract] | ' | |||||||||||||||
Deferred Revenue | ' | |||||||||||||||
7. Deferred Revenue | ||||||||||||||||
Deferred revenue represents consideration received that is yet to be recognized as revenue. At June 30, 2014, we estimate that our deferred revenue, which is primarily Listing Services and Technology Solutions revenues, will be recognized in the following years: | ||||||||||||||||
Initial Listing Revenues | Listing of Additional Shares Revenues | Annual Renewal and Other Revenues | Technology Solutions Revenues(2) | Total | ||||||||||||
(in millions) | ||||||||||||||||
Fiscal year ended: | ||||||||||||||||
2014(1) | $ | 7 | $ | 18 | $ | 98 | $ | 57 | $ | 180 | ||||||
2015 | 12 | 29 | 2 | 41 | 84 | |||||||||||
2016 | 10 | 20 | - | 30 | 60 | |||||||||||
2017 | 8 | 11 | - | 32 | 51 | |||||||||||
2018 | 6 | 2 | - | 34 | 42 | |||||||||||
2019 and thereafter | 5 | - | - | 40 | 45 | |||||||||||
$ | 48 | $ | 80 | $ | 100 | $ | 234 | $ | 462 | |||||||
(1) Represents deferred revenue that is anticipated to be recognized over the remaining six months of 2014. | ||||||||||||||||
(2) The timing of recognition of our deferred Technology Solutions revenues is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing Market Technology contracts and the timing of Corporate Solutions subscription-based contracts. As such, as it relates to Market Technology revenues, the timing represents our best estimate. | ||||||||||||||||
The changes in our deferred revenue during the six months ended June 30, 2014 and 2013 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, 2014 | $ | 41 | $ | 75 | $ | 20 | $ | 158 | $ | 294 | ||||||
Additions(1) | 13 | 25 | 201 | 320 | 559 | |||||||||||
Amortization(1) | -6 | -20 | -120 | -239 | -385 | |||||||||||
Translation adjustment | - | - | -1 | -5 | -6 | |||||||||||
Balance at June 30, 2014 | $ | 48 | $ | 80 | $ | 100 | $ | 234 | $ | 462 | ||||||
Balance at January 1, 2013 | $ | 36 | $ | 78 | $ | 32 | $ | 149 | $ | 295 | ||||||
Additions(1) | 8 | 18 | 190 | 63 | 279 | |||||||||||
Amortization(1) | -7 | -20 | -118 | -57 | -202 | |||||||||||
Translation adjustment | - | - | -6 | 2 | -4 | |||||||||||
Balance at June 30, 2013 | $ | 37 | $ | 76 | $ | 98 | $ | 157 | $ | 368 | ||||||
(1) The additions and amortization for initial listing revenues, listing of additional shares revenues and annual renewal and other revenues primarily reflect revenues from our U.S. listing services business. The additions to Technology Solutions revenues during the six months ended June 30, 2014 include $75 million related to the Borsa Istanbul market technology agreement. See “Cost Method Investments,” of Note 6, “Investments,” for further discussion. | ||||||||||||||||
(2) Technology Solutions deferred revenues primarily include revenues from our Market Technology delivered client contracts in the support phase charged during the period and our Corporate Solutions subscription based contracts, which are primarily billed quarterly in advance. For our Market Technology contracts, where customization and significant modifications to the software are made to meet the needs of our customers, total revenues, as well as costs incurred, are deferred until significant modifications are completed and delivered. Once delivered, deferred revenue and the related deferred costs are recognized over the post contract support period. For these Market Technology contracts, we have included the deferral of costs in other current assets and other non-current assets in the Condensed Consolidated Balance Sheets. The amortization of Technology Solutions deferred revenue primarily includes revenues earned from Market Technology client contracts and Corporate Solutions subscription based contracts recognized during the period. | ||||||||||||||||
Debt_Obligations
Debt Obligations | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||
Debt Obligations | ' | ||||||||||||
8. Debt Obligations | |||||||||||||
The following table presents the changes in the carrying amount of our debt obligations during the six months ended June 30, 2014: | |||||||||||||
31-Dec-13 | Additions | Payments, Accretion and Other | 30-Jun-14 | ||||||||||
(in millions) | |||||||||||||
4.00% senior unsecured notes repaid June 18, 2014(1) | $ | 400 | $ | - | $ | -400 | $ | - | |||||
5.55% senior unsecured notes due January 15, 2020 (net of discount)(1) | 598 | - | 1 | 599 | |||||||||
5.25% senior unsecured notes due January 16, 2018 (net of discount)(1) | 368 | - | - | 368 | |||||||||
3.875% senior unsecured notes due June 7, 2021 (net of discount)(1) | 824 | - | -4 | 820 | |||||||||
4.25% senior unsecured notes due June 1, 2024 (net of discount)(1) | - | 498 | - | 498 | |||||||||
$1.2 billion senior unsecured five-year credit facility(2): | |||||||||||||
$450 million senior unsecured term loan facility credit agreement due September 19, 2016 (average interest rate of 1.53% for the period January 1, 2014 through June 30, 2014) | 349 | - | -226 | 123 | |||||||||
$750 million revolving credit commitment due September 19, 2016 (average interest rate of 1.34% for the period January 1, 2014 through June 30, 2014) | 95 | 25 | -120 | - | |||||||||
Total debt obligations | 2,634 | 523 | -749 | 2,408 | |||||||||
Less current portion | -45 | - | 45 | - | |||||||||
Total long-term debt obligations | $ | 2,589 | $ | 523 | $ | -704 | $ | 2,408 | |||||
(1) See “Senior Unsecured Notes” below for further discussion. | |||||||||||||
(2) See “2011 Credit Facility” below for further discussion. | |||||||||||||
Senior Unsecured Notes | |||||||||||||
4.00% and 5.55% Senior Unsecured Notes | |||||||||||||
In January 2010, NASDAQ OMX issued $1 billion of senior unsecured notes, or the Notes. The Notes were issued at a discount in two separate series consisting of $400 million aggregate principal amount of 4.00% senior notes due 2015, or the 2015 Notes, and $600 million aggregate principal amount of 5.55% senior notes due 2020, or the 2020 Notes. As a result of the discount, the proceeds received from the issuance were less than the aggregate principal amounts. We repaid the outstanding balance on the 2015 Notes in June 2014. See “Early Extinguishment of 2015 Notes” below for further discussion. | |||||||||||||
Early Extinguishment of 2015 Notes | |||||||||||||
In May 2014, NASDAQ OMX issued $500 million of 4.25% senior unsecured notes due June 1, 2024, or the 2024 Notes. For further discussion of the 2024 Notes see “4.25% Senior Unsecured Notes” below. In June 2014, we used the majority of the net proceeds from the 2024 Notes, along with cash on hand, to repay in full and terminate our 2015 Notes and repay a portion of the term loan under our senior credit facility. See “4.25% Senior Unsecured Notes” and “2011 Credit Facility” below for further discussion. In connection with the early extinguishment of the 2015 Notes, we recorded a pre-tax charge of $9 million which is included in general, administrative and other expense in the Condensed Consolidated Statements of Income for the three and six months ended June 30, 2014. | |||||||||||||
2020 Notes | |||||||||||||
As of June 30, 2014, the balance of $599 million for the 2020 Notes reflects the aggregate principal amount, less the unamortized debt discount. The unamortized debt discount will be accreted through interest expense over the life of the 2020 Notes. | |||||||||||||
The 2020 Notes pay interest semiannually at a rate of 5.55% per annum until January 15, 2020. The 2020 Notes are general unsecured obligations of ours and rank equally with all of our existing and future unsubordinated obligations. The 2020 Notes are not guaranteed by any of our subsidiaries and were issued under indentures that, among other things, limit our ability to consolidate, merge or sell all or substantially all of our assets, create liens, and enter into sale and leaseback transactions. | |||||||||||||
Debt Issuance Costs | |||||||||||||
We incurred debt issuance and other costs of $5 million in connection with the issuance of the 2020 Notes. These costs, which are capitalized and included in other non-current assets in the Condensed Consolidated Balance Sheets, are being amortized over the life of this debt obligation. Amortization expense, which is recorded as additional interest expense for these costs, was immaterial for both the three and six months ended June 30, 2014 and 2013. | |||||||||||||
5.25% Senior Unsecured Notes | |||||||||||||
In December 2010, NASDAQ OMX issued $370 million of 5.25% senior unsecured notes due January 16, 2018, or the 2018 Notes. The 2018 Notes were issued at a discount. As a result of the discount, the proceeds received from the issuance were less than the aggregate principal amount. As of June 30, 2014, the balance of $368 million reflects the aggregate principal amount, less the unamortized debt discount. The unamortized debt discount will be accreted through interest expense over the life of the 2018 Notes. | |||||||||||||
The 2018 Notes pay interest semiannually at a rate of 5.25% per annum until January 16, 2018 and such rate may vary with NASDAQ OMX’s debt rating up to a rate not to exceed 7.25%. The 2018 Notes are general unsecured obligations of ours and rank equally with all of our existing and future unsubordinated obligations. They are not guaranteed by any of our subsidiaries. The 2018 Notes were issued under indentures that among other things, limit our ability to consolidate, merge or sell all or substantially all of our assets, create liens, and enter into sale and leaseback transactions. In addition, upon a change of control triggering event (as defined in the indenture), the terms require us to repurchase all or part of each holder’s notes for cash equal to 101% of the aggregate principal amount purchased plus accrued and unpaid interest, if any. | |||||||||||||
Debt Issuance Costs | |||||||||||||
We incurred debt issuance and other costs of $3 million in connection with the issuance of the 2018 Notes. These costs, which are capitalized and included in other non-current assets in the Condensed Consolidated Balance Sheets, are being amortized over the life of this debt obligation. Amortization expense, which is recorded as additional interest expense for these costs, was immaterial for both the three and six months ended June 30, 2014 and 2013. | |||||||||||||
3.875% Senior Unsecured Notes | |||||||||||||
In June 2013, NASDAQ OMX issued €600 million aggregate principal amount of 3.875% senior unsecured notes due June 2021, or the 2021 Notes, at a discount. As a result of the discount, the proceeds received from the issuance were less than the aggregate principal amount. As of June 30, 2014, the balance of $820 million reflects the aggregate principal amount, less the unamortized debt discount. The unamortized debt discount will be accreted through interest expense over the life of the 2021 Notes. | |||||||||||||
The 2021 Notes pay interest annually at a rate of 3.875% per annum until June 7, 2021 and such rate may vary with NASDAQ OMX’s debt rating up to a rate not to exceed 5.875%. The 2021 Notes are general unsecured obligations of ours and rank equally with all of our existing and future unsubordinated obligations. They are not guaranteed by any of our subsidiaries. The 2021 Notes were issued under indentures that among other things, limit our ability to consolidate, merge or sell all or substantially all of our assets, create liens, and enter into sale and leaseback transactions. In addition, upon a change of control triggering event (as defined in the indenture), the terms require us to repurchase all or part of each holder’s notes for cash equal to 101% of the aggregate principal amount purchased plus accrued and unpaid interest, if any. | |||||||||||||
The 2021 Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. The decrease in the carrying amount of $4 million for the six months ended June 30, 2014 reflects the translation of the 2021 Notes into U.S. dollars and is recorded in accumulated other comprehensive loss. | |||||||||||||
We used the majority of the net proceeds from the offering of the 2021 Notes to fund the cash consideration payable by us for the acquisition of eSpeed and related expenses. We used the remaining proceeds for general corporate purposes. See “Acquisition of eSpeed for Trading of U.S. Treasuries,” of Note 4, “Acquisitions,” for further discussion of our acquisition of eSpeed. | |||||||||||||
Debt Issuance Costs | |||||||||||||
We incurred debt issuance and other costs of $7 million in connection with the issuance of the 2021 Notes. These costs, which are capitalized and included in other non-current assets in the Condensed Consolidated Balance Sheets, are being amortized over the life of this debt obligation. Amortization expense, which is recorded as additional interest expense for these costs, was immaterial for both the three and six months ended June 30, 2014 and 2013. | |||||||||||||
4.25% Senior Unsecured Notes | |||||||||||||
As discussed above in “Early Extinguishment of 2015 Notes,” in May 2014, NASDAQ OMX issued the 2024 Notes. The 2024 Notes were issued at a discount. As a result of the discount, the proceeds received from the issuance were less than the aggregate principal amount. As of June 30, 2014, the balance of $498 million reflects the aggregate principal amount, less the unamortized debt discount. The unamortized debt discount will be accreted through interest expense over the life of the 2024 Notes. | |||||||||||||
The 2024 Notes pay interest semiannually at a rate of 4.25% per annum until June 1, 2024 and such rate may vary with NASDAQ OMX’s debt rating up to a rate not to exceed 6.25%. The 2024 Notes are general unsecured obligations of ours and rank equally with all of our existing and future unsubordinated obligations. They are not guaranteed by any of our subsidiaries. The 2024 Notes were issued under indentures that among other things, limit our ability to consolidate, merge or sell all or substantially all of our assets, create liens, and enter into sale and leaseback transactions. In addition, upon a change of control triggering event (as defined in the indenture), the terms require us to repurchase all or part of each holder’s notes for cash equal to 101% of the aggregate principal amount purchased plus accrued and unpaid interest, if any. | |||||||||||||
We used the majority of the net proceeds from the offering of the 2024 Notes, along with cash on hand, to repay in full and terminate our 2015 Notes and repay a portion of the term loan under our senior credit facility. See “Early Extinguishment of 2015 Notes” above and “2011 Credit Facility” below for further discussion. | |||||||||||||
Debt Issuance Costs | |||||||||||||
We incurred debt issuance and other costs of $4 million in connection with the issuance of the 2024 Notes. These costs, which are capitalized and included in other non-current assets in the Condensed Consolidated Balance Sheets, are being amortized over the life of this debt obligation. Amortization expense, which is recorded as additional interest expense for these costs, was immaterial for both the three and six months ended June 30, 2014. | |||||||||||||
Credit Facilities | |||||||||||||
2011 Credit Facility | |||||||||||||
In September 2011, NASDAQ OMX entered into a $1.2 billion senior unsecured five-year credit facility which matures on September 19, 2016, or the 2011 Credit Facility. The 2011 Credit Facility consists of a $450 million funded term loan, or the 2016 Term Loan, and a $750 million revolving credit commitment (including a swingline facility and letter of credit facility). NASDAQ OMX applied the $450 million in proceeds from the 2016 Term Loan to repay in full the remaining $450 million principal amount outstanding on our former credit facility. Under the 2011 Credit Facility, we are required to pay quarterly principal payments equal to 2.50% of the original aggregate principal amount borrowed under the 2016 Term Loan. In the first six months of 2014, we made payments of $226 million consisting of a required quarterly principal payment of $22 million and an optional prepayment of $204 million on our 2016 Term Loan, reflecting all mandatory principal payments required until maturity in September 2016. We utilized cash on hand and borrowings from our 2024 Notes to pay the required payment and optional prepayment. See “4.25% Senior Unsecured Notes” above for further discussion. | |||||||||||||
In the first six months of 2014, we borrowed $25 million under the revolving credit commitment and utilized the proceeds for general corporate purposes. During the first six months of 2014, we repaid the total amount drawn on the revolving credit commitment of $120 million. As of June 30, 2014, availability under the revolving credit commitment was $750 million. | |||||||||||||
The loans under the 2011 Credit Facility have a variable interest rate based on either the London Interbank Offered Rate, or LIBOR, or the Federal Funds Rate, plus an applicable margin that varies with NASDAQ OMX’s debt rating. | |||||||||||||
The 2011 Credit Facility contains financial and operating covenants. Financial covenants include an interest expense coverage ratio and a maximum leverage ratio. Operating covenants include limitations on NASDAQ OMX’s ability to incur additional indebtedness, grant liens on assets, enter into affiliate transactions and pay dividends. Our credit facilities allow us to pay cash dividends on our common stock as long as certain leverage ratios are maintained. The 2011 Credit Facility also contains customary affirmative covenants, including access to financial statements, notice of defaults and certain other material events, maintenance of business and insurance, and events of default, including cross-defaults to our material indebtedness. | |||||||||||||
NASDAQ OMX is permitted to repay borrowings under the 2011 Credit Facility at any time in whole or in part, without penalty. We are also required to repay loans outstanding under the 2011 Credit Facility with net cash proceeds from sales of property and assets of NASDAQ OMX and its subsidiaries (excluding inventory sales and other sales in the ordinary course of business) and casualty and condemnation proceeds, in each case subject to specified exceptions and thresholds. | |||||||||||||
Debt Issuance Costs | |||||||||||||
We incurred debt issuance and other costs of $5 million in connection with the entry into the 2011 Credit Facility. These costs, which are capitalized and included in other non-current assets in the Condensed Consolidated Balance Sheets, are being amortized over the life of the 2011 Credit Facility. Amortization expense, which is recorded as additional interest expense for these costs, was immaterial for both the three and six months ended June 30, 2014 and 2013. | |||||||||||||
Other Credit Facilities | |||||||||||||
In addition to the revolving credit commitment under our 2011 Credit Facility discussed above, we have credit facilities related to our Nordic clearing operations in order to provide further liquidity and default protection. At June 30, 2014, these credit facilities, which are available in multiple currencies, primarily Swedish Krona, totaled $317 million ($227 million in available liquidity and $90 million for default protection), none of which was utilized. At December 31, 2013, these facilities totaled $312 million ($219 million in available liquidity and $93 million for default protection), of which $11 million was utilized. | |||||||||||||
Debt Covenants | |||||||||||||
At June 30, 2014, we were in compliance with the covenants of all of our debt obligations. | |||||||||||||
Employee_Benefits
Employee Benefits | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | ||||||||||||
Employee Benefits | ' | ||||||||||||
9. Employee Benefits | |||||||||||||
U.S. Defined-Benefit Pension and Supplemental Executive Retirement Plans | |||||||||||||
We maintain non-contributory, defined-benefit pension plans, non-qualified supplemental executive retirement plans, or SERPs, for certain senior executives and post-retirement benefit plans for eligible employees in the U.S., collectively referred to as the NASDAQ OMX Benefit Plans. | |||||||||||||
Our pension plans and SERPs are frozen. Future service and salary for all participants do not count toward an accrual of benefits under the pension plans and SERPs. | |||||||||||||
Components of Net Periodic Benefit Cost | |||||||||||||
The following table sets forth the components of net periodic pension, SERP and post-retirement benefits costs from the NASDAQ OMX Benefit Plans recognized in compensation and benefits expense in the Condensed Consolidated Statements of Income: | |||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||
(in millions) | |||||||||||||
Components of net periodic benefit cost | |||||||||||||
Interest cost | $ | 1 | $ | 1 | $ | 3 | $ | 3 | |||||
Expected return on plan assets | -1 | -1 | -3 | -3 | |||||||||
Recognized net actuarial loss | - | 1 | 1 | 2 | |||||||||
Curtailment loss | - | 1 | - | 1 | |||||||||
Net periodic benefit cost | $ | - | $ | 2 | $ | 1 | $ | 3 | |||||
Non-U.S. Benefit Plans | |||||||||||||
Most employees outside the U.S. are covered by local retirement plans or by applicable social laws. Benefits under social laws are generally expensed in the periods in which the costs are incurred. These costs are included in compensation and benefits expense in the Condensed Consolidated Statements of Income and were $5 million for both the three months ended June 30, 2014 and 2013, and $10 million for both the six months ended June 30, 2014 and 2013. | |||||||||||||
U.S. Defined Contribution Savings Plan | |||||||||||||
We sponsor a voluntary defined contribution savings plan, or 401(k) Plan, for U.S. employees. Employees are immediately eligible to make contributions to the plan and are also eligible for an employer contribution match at an amount equal to 100.0% of the first 6.0% of eligible employee contributions in 2014 and the first 4.0% of eligible employee contributions in 2013. Savings plan expense included in compensation and benefits expense in the Condensed Consolidated Statements of Income was $2 million for the three months ended June 30, 2014, $1 million for the three months ended June 30, 2013, $5 million for the six months ended June 30, 2014, and $3 million for the six months ended June 30, 2013. | |||||||||||||
We have a profit-sharing contribution feature to our 401(k) Plan which allows eligible U.S. employees to receive employer retirement contributions, or ERCs, when we meet our annual corporate goals. In addition, we have a supplemental ERC for select highly compensated employees whose ERCs are limited by the annual Internal Revenue Service compensation limit. ERC expense recorded in compensation and benefits expense in the Condensed Consolidated Statements of Income was $1 million for the three months ended June 30, 2014, immaterial for the three months ended June 30, 2013, and $1 million for both the six months ended June 30, 2014 and 2013. | |||||||||||||
In December 2013, we announced changes to the ERC program. In 2014, we reduced the basic ERC contribution for all plan participants and, effective January 1, 2015, the ERC plan will be discontinued and no future contributions will be made. | |||||||||||||
Employee Stock Purchase Plan | |||||||||||||
We have an employee stock purchase plan, or ESPP, under which approximately 2.9 million shares of our common stock have been reserved for future issuance as of June 30, 2014. | |||||||||||||
Our ESPP allows eligible U.S. and non-U.S. employees to purchase a limited number of shares of our common stock at six-month intervals, called offering periods, at 85.0% of the lower of the fair market value on the first or the last day of each offering period. The 15.0% discount given to our employees is included in compensation and benefits expense in the Condensed Consolidated Statements of Income and was $1 million for the three months ended June 30, 2014, immaterial for the three months ended June 30, 2013, $2 million for the six months ended June 30, 2014, and $1 million for the six months ended June 30, 2013. | |||||||||||||
ShareBased_Compensation
Share-Based Compensation | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Share-Based Compensation [Abstract] | ' | ||||||||||||
Share-Based Compensation | ' | ||||||||||||
10. Share-Based Compensation | |||||||||||||
We have a share-based compensation program that provides our board of directors broad discretion in creating employee equity incentives. Share-based awards, or equity awards, granted under this program include stock options, restricted stock (consisting of restricted stock units), and performance share units, or PSUs. Grants of equity awards are designed to reward employees for their long-term contributions and provide incentives for them to remain with us. For accounting purposes, we consider PSUs to be a form of restricted stock. | |||||||||||||
Restricted stock is generally time-based and vests over three- to five-year periods beginning on the date of the grant. Stock options are also generally time-based and expire ten years from the grant date. Stock option and restricted stock awards granted prior to 2014 generally included performance-based accelerated vesting features based on achievement of specific levels of corporate performance. If NASDAQ OMX exceeded the applicable performance parameters, the grants vest on the third anniversary of the grant date, if NASDAQ OMX meets the applicable performance parameters, the grants vest on the fourth anniversary of the grant date, and if NASDAQ OMX does not meet the applicable performance parameters, the grants vest on the fifth anniversary of the grant date. Beginning in 2014, restricted stock awards granted vest 25% on the second anniversary of the grant date, 25% on the third anniversary of the grant date, and 50% on the fourth anniversary of the grant date. | |||||||||||||
PSUs are based on performance measures that impact the amount of shares that each recipient will receive upon vesting. PSUs are granted at the fair market value of our stock on the grant date and compensation cost is recognized over the performance period and, in certain cases, an additional vesting period. For each grant of PSUs, an employee may receive from 0% to 150% of the target amount granted, depending on the achievement of performance measures. We report the target number of PSUs granted, unless we have determined that it is more likely than not, based on the actual achievement of performance measures, that an employee will receive a different amount of shares underlying the PSUs, in which case we report the amount of shares the employee is likely to receive. | |||||||||||||
We also have a performance-based long-term incentive program for our chief executive officer, co-presidents, executive vice presidents and senior vice presidents that focuses on total shareholder return, or TSR. This program represents 100% of our chief executive officer’s, co-presidents’ and executive vice presidents’ long-term stock-based compensation and 50% of our senior vice presidents’ long-term stock-based compensation. Under the program, each individual receives PSUs with a three-year cumulative performance period that vest at the end of the performance period. Performance will be determined by comparing NASDAQ OMX’s TSR to two peer groups, each weighted 50%. The first peer group consists of exchange companies, and the second peer group consists of all companies in the Standard & Poor’s 500 Index, or S&P 500. NASDAQ OMX’s relative performance ranking against each of these groups will determine the final number of shares delivered to each individual under the program. The payout under this program will be between 0% and 200% of the number of PSUs granted and will be determined by NASDAQ OMX’s overall performance against both peer groups. However, if NASDAQ OMX’s TSR is negative for the three-year performance period, regardless of TSR ranking, the payout will not exceed 100% of the number of PSUs granted. We estimate the fair value of PSU’s granted under the TSR program using the Monte Carlo simulation model, as these awards contain a market condition. The following weighted-average assumptions were used to determine the weighted-average fair value of the PSU awards granted under the TSR program for the six months ended June 30, 2014: | |||||||||||||
Six Months Ended June 30, | |||||||||||||
2014 | |||||||||||||
Weighted-average risk free interest rate | 0.79% | ||||||||||||
Expected volatility(1) | 29.1% | ||||||||||||
Weighted-average fair value at grant date | $ | 43.13 | |||||||||||
(1) We use historic volatility for PSU awards issued under the TSR program, as implied volatility cannot be used when simulating multivariate prices for companies in the S&P 500. | |||||||||||||
Summary of 2014 Equity Awards | |||||||||||||
In March 2014, we granted restricted stock to most active employees. During the first six months of 2014, certain officers received grants of 812,985 PSUs. Of these PSUs granted, 548,524 units are subject to the performance measures and vesting schedules of the TSR program as discussed above, and the remaining 264,461 units are subject to a one-year performance period and generally vest ratably on an annual basis from December 31, 2015 through December 31, 2017. See “Summary of Restricted Stock and PSU Activity” below for further discussion. | |||||||||||||
During 2013, certain grants of PSUs with a one-year performance period exceeded the applicable performance parameters. As a result, an additional 64,330 units were considered granted in the first quarter of 2014. | |||||||||||||
Common Shares Available Under Our Equity Plan | |||||||||||||
As of June 30, 2014, we had approximately 7.2 million shares of common stock authorized for future issuance pursuant to NASDAQ OMX’s Equity Incentive Plan. | |||||||||||||
Summary of Share-Based Compensation Expense | |||||||||||||
The following table shows the total share-based compensation expense resulting from equity awards and the 15.0% discount for the ESPP for the three and six months ended June 30, 2014 and 2013 in the Condensed Consolidated Statements of Income: | |||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||
(in millions) | |||||||||||||
Share-based compensation expense before income taxes | $ | 16 | $ | 9 | $ | 30 | $ | 18 | |||||
Income tax benefit | -6 | -4 | -12 | -7 | |||||||||
Share-based compensation expense after income taxes | $ | 10 | $ | 5 | $ | 18 | $ | 11 | |||||
We estimated the fair value of stock option awards using the Black-Scholes valuation model. No stock option awards were granted during the three and six months ended June 30, 2014 or 2013. | |||||||||||||
Summary of Stock Option Activity | |||||||||||||
A summary of stock option activity for the six months ended June 30, 2014 is as follows: | |||||||||||||
Number of Stock Options(1) | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||
(in years) | (in millions) | ||||||||||||
Outstanding at January 1, 2014 | 4,926,522 | $ | 25.21 | 4.97 | $ | 73 | |||||||
Exercised | -694,914 | 18.81 | |||||||||||
Forfeited or expired | -29,005 | 23.31 | |||||||||||
Outstanding at June 30, 2014 | 4,202,603 | $ | 26.29 | 4.41 | $ | 53 | |||||||
Exercisable at June 30, 2014 | 4,188,474 | $ | 26.31 | 4.40 | $ | 52 | |||||||
(1) No stock option awards were granted during the three and six months ended June 30, 2014. | |||||||||||||
We received net cash proceeds of $6 million from the exercise of 327,799 stock options for the three months ended June 30, 2014 and received net cash proceeds of $13 million from the exercise of 694,914 stock options for the six months ended June 30, 2014. We received net cash proceeds of $10 million from the exercise of 1,181,764 stock options for the three months ended June 30, 2013 and received net cash proceeds of $15 million from the exercise of 1,559,189 stock options for the six months ended June 30, 2013. We present excess tax benefits from the exercise of stock options, if any, as financing cash flows. | |||||||||||||
The aggregate intrinsic value in the above table represents the total pre-tax intrinsic value (i.e., the difference between our closing stock price on June 30, 2014 of $38.62 and the exercise price, times the number of shares) based on stock options with an exercise price less than NASDAQ OMX’s closing price of $38.62 as of June 30, 2014, which would have been received by the option holders had the option holders exercised their stock options on that date. This amount can change based on the fair market value of our common stock. The total number of in-the-money stock options exercisable as of June 30, 2014 was 4.1 million. | |||||||||||||
As of June 30, 2013, 3.7 million outstanding stock options were exercisable and the weighted-average exercise price was $24.88. | |||||||||||||
Total fair value of stock options vested was immaterial for both the three months ended June 30, 2014 and June 30, 2013, $11 million for the six months ended June 30, 2014 and immaterial for the six months ended June 30, 2013. The total pre-tax intrinsic value of stock options exercised was $6 million for the three months ended June 30, 2014, $27 million for the three months ended June 30, 2013, $14 million for the six months ended June 30, 2014 and $33 million for the six months ended June 30, 2013. | |||||||||||||
At June 30, 2014, total unrecognized compensation cost related to stock options is immaterial. | |||||||||||||
Summary of Restricted Stock and PSU Activity | |||||||||||||
The following table summarizes our restricted stock and PSU activity for the six months ended June 30, 2014: | |||||||||||||
Restricted Stock | PSUs | ||||||||||||
Number of Awards | Weighted-Average Grant Date Fair Value | Number of Awards | Weighted-Average Grant Date Fair Value | ||||||||||
Unvested balances at January 1, 2014 | 3,826,470 | $ | 25.96 | 1,915,601 | $ | 30.03 | |||||||
Granted | 1,194,225 | -1 | 36.86 | 877,315 | -2 | 40.53 | |||||||
Vested | -1,469,298 | 23.06 | -56,659 | 25.28 | |||||||||
Forfeited | -156,882 | 28.53 | -106,263 | 30.16 | |||||||||
Unvested balances at June 30, 2014 | 3,394,515 | $ | 30.95 | 2,629,994 | $ | 33.73 | |||||||
(1) Primarily reflects our company-wide equity grant issued in March 2014, as discussed above. | |||||||||||||
(2) PSUs granted in 2014 reflect awards issued to certain officers, as described above. | |||||||||||||
At June 30, 2014, $114 million of total unrecognized compensation cost related to restricted stock and PSUs is expected to be recognized over a weighted-average period of 1.8 years. | |||||||||||||
NASDAQ_OMX_Stockholders_Equity
NASDAQ OMX Stockholders' Equity | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
NASDAQ OMX Stockholders' Equity [Abstract] | ' | ||||||||||
NASDAQ OMX Stockholders' Equity | ' | ||||||||||
11. NASDAQ OMX Stockholders’ Equity | |||||||||||
Common Stock | |||||||||||
At June 30, 2014, 300,000,000 shares of our common stock were authorized, 216,640,867 shares were issued and 168,588,156 shares were outstanding. The holders of common stock are entitled to one vote per share, except that our certificate of incorporation limits the ability of any person to vote in excess of 5.0% of the then-outstanding shares of NASDAQ OMX common stock. This limitation does not apply to persons exempted from this limitation by our board of directors prior to the time such person owns more than 5.0% of the then-outstanding shares of NASDAQ OMX common stock. | |||||||||||
Common Stock in Treasury, at Cost | |||||||||||
We account for the purchase of treasury stock under the cost method with the shares of stock repurchased reflected as a reduction to NASDAQ OMX stockholders’ equity and included in common stock in treasury, at cost in the Condensed Consolidated Balance Sheets. When treasury shares are reissued, they are recorded at the average cost of the treasury shares acquired. We held 48,052,711 shares of common stock in treasury as of June 30, 2014 and 45,062,071 shares as of December 31, 2013. | |||||||||||
Share Repurchase Program | |||||||||||
In the third quarter of 2012, our board of directors authorized the repurchase of up to $300 million of our outstanding common stock. These purchases may be made from time to time at prevailing market prices in open market purchases, privately-negotiated transactions, block purchase techniques or otherwise, as determined by our management. The purchases are funded from existing cash balances. The share repurchase program may be suspended, modified or discontinued at any time. | |||||||||||
During the first six months of 2014, we repurchased 2,557,920 shares of our common stock at an average price of $36.46, for an aggregate purchase price of $93 million. During the first six months of 2013, we repurchased 321,000 shares of our common stock at an average price of $31.12, for an aggregate purchase price of $10 million. The shares repurchased under the share repurchase program are available for general corporate purposes. As of June 30, 2014, the remaining amount authorized for share repurchases under the program authorized in the third quarter of 2012 was $122 million. | |||||||||||
Other Repurchases of Common Stock | |||||||||||
During the six months ended June 30, 2014, we repurchased 590,310 shares of our common stock in settlement of employee tax withholding obligations due upon the vesting of restricted stock. | |||||||||||
Preferred Stock | |||||||||||
Our certificate of incorporation authorizes the issuance of 30,000,000 shares of preferred stock, par value $0.01 per share, issuable from time to time in one or more series. At June 30, 2014, there were no preferred shares issued or outstanding. At December 31, 2013, 1,600,000 shares of series A convertible preferred stock were issued and none were outstanding. | |||||||||||
Cash Dividends on Common Stock | |||||||||||
During the six months ended June 30, 2014, our board of directors declared the following cash dividends: | |||||||||||
Declaration Date | Dividend Per | Record Date | Total Amount(1) | Payment Date | |||||||
Common Share | |||||||||||
(in millions) | |||||||||||
30-Jan-14 | $ | 0.13 | 14-Mar-14 | $ | 22 | 28-Mar-14 | |||||
26-Mar-14 | $ | 0.15 | 13-Jun-14 | $ | 25 | 27-Jun-14 | |||||
(1) These amounts were recorded in retained earnings in the Condensed Consolidated Balance Sheets at June 30, 2014. | |||||||||||
In July 2014, the board of directors declared a regular quarterly cash dividend of $0.15 per share on our outstanding common stock. The dividend is payable on September 26, 2014 to shareholders of record at the close of business on September 12, 2014. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the board of directors. | |||||||||||
Earnings_Per_Share
Earnings Per Share | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Earnings Per Share | ' | ||||||||||||
12. Earnings Per Share | |||||||||||||
The following table sets forth the computation of basic and diluted earnings per share: | |||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||
(in millions, except share and per share amounts) | |||||||||||||
Numerator: | |||||||||||||
Net income attributable to common shareholders | $ | 101 | $ | 88 | $ | 205 | $ | 130 | |||||
Denominator: | |||||||||||||
Weighted-average common shares outstanding for basic earnings per share | 169,337,630 | 166,371,840 | 169,488,176 | 166,039,406 | |||||||||
Weighted-average effect of dilutive securities: | |||||||||||||
Employee equity awards | 3,135,006 | 3,771,134 | 3,617,041 | 3,860,175 | |||||||||
Weighted-average common shares outstanding for diluted earnings per share | 172,472,636 | 170,142,974 | 173,105,217 | 169,899,581 | |||||||||
Basic and diluted earnings per share: | |||||||||||||
Basic earnings per share | $ | 0.60 | $ | 0.53 | $ | 1.21 | $ | 0.78 | |||||
Diluted earnings per share | $ | 0.59 | $ | 0.52 | $ | 1.18 | $ | 0.77 | |||||
Stock options to purchase 4,202,603 shares of common stock and 6,024,509 shares of restricted stock and PSUs were outstanding at June 30, 2014. For the three months ended June 30, 2014, we included 4,067,186 of the outstanding stock options and 5,346,554 shares of restricted stock and PSUs in the computation of diluted earnings per share, on a weighted-average basis, as their inclusion was dilutive. For the six months ended June 30, 2014, we included 4,069,186 of the outstanding stock options and 4,697,456 shares of restricted stock and PSUs in the computation of diluted earnings per share, on a weighted average basis, as their inclusion was dilutive. The remaining stock options and shares of restricted stock and PSUs are antidilutive, and as such, they were properly excluded. | |||||||||||||
Stock options to purchase 5,878,593 shares of common stock and 4,769,644 shares of restricted stock and PSUs were outstanding at June 30, 2013. For the three months ended June 30, 2013, we included 4,617,257 of the outstanding stock options and 4,706,334 shares of restricted stock and PSUs in the computation of diluted earnings per share, on a weighted-average basis, as their inclusion was dilutive. For the six months ended June 30, 2013, we included 4,617,257 of the outstanding stock options and 4,676,922 shares of restricted stock and PSUs in the computation of diluted earnings per share, on a weighted-average basis, as their inclusion was dilutive. The remaining stock options and shares of restricted stock and PSUs are antidilutive, and as such, they were properly excluded. | |||||||||||||
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||
13. Fair Value of Financial Instruments | |||||||||||||
Fair Value Measurement—Definition and Hierarchy | |||||||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants at the measurement date. Fair value measurement establishes a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect NASDAQ OMX’s market assumptions. These two types of inputs create the following fair value hierarchy: | |||||||||||||
•Level 1—Quoted prices for identical instruments in active markets. | |||||||||||||
•Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. | |||||||||||||
•Level 3—Instruments whose significant value drivers are unobservable. | |||||||||||||
This hierarchy requires the use of observable market data when available. | |||||||||||||
There were no transfers between Level 1 and Level 2 of the fair value hierarchy as of June 30, 2014 and December 31, 2013. The following table presents for each of the above hierarchy levels, our financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2014 and December 31, 2013. | |||||||||||||
30-Jun-14 | |||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||
(in millions) | |||||||||||||
Financial Assets Measured at Fair Value on a Recurring Basis | |||||||||||||
Financial investments, at fair value(1) | $ | 203 | $ | 186 | $ | 17 | $ | - | |||||
Default fund and margin deposit investments(2) | 2,484 | 792 | 1,692 | - | |||||||||
Total | $ | 2,687 | $ | 978 | $ | 1,709 | $ | - | |||||
31-Dec-13 | |||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||
(in millions) | |||||||||||||
Financial Assets Measured at Fair Value on a Recurring Basis | |||||||||||||
Financial investments, at fair value(1) | $ | 189 | $ | 189 | $ | - | $ | - | |||||
Default fund and margin deposit investments(2) | 1,867 | 774 | 1,093 | - | |||||||||
Total | $ | 2,056 | $ | 963 | $ | 1,093 | $ | - | |||||
(1)As of June 30, 2014 and December 31, 2013, Level 1 financial investments, at fair value were primarily comprised of trading securities, mainly Swedish government debt securities. Of these securities, $172 million as of June 30, 2014 and $167 million as of December 31, 2013 are assets utilized to meet regulatory capital requirements primarily for clearing operations at NASDAQ OMX Nordic Clearing. As of June 30, 2014, Level 2 financial investments, at fair value were primarily comprised of available-for-sale securities in short-term commercial paper. | |||||||||||||
(2)Default fund and margin deposit investments include cash contributions invested by NASDAQ OMX Nordic Clearing, in accordance with its investment policy, either in highly rated government debt securities or reverse repurchase agreements with highly rated government debt securities as collateral. Of the total balance of $2,579 million recorded in the Condensed Consolidated Balance Sheets as of June 30, 2014, $1,692 million of cash contributions have been invested in reverse repurchase agreements and $792 million of cash contributions have been invested in highly rated government debt securities and time deposits. The remainder of this balance is held in cash. Of the total balance of $1,961 million recorded in the Condensed Consolidated Balance Sheets as of December 31, 2013, $1,093 million of cash contributions were invested in reverse repurchase agreements and $774 million of cash contributions were invested in highly rated government debt securities. The remainder of this balance is held in cash. | |||||||||||||
Financial Instruments Not Measured at Fair Value on a Recurring Basis | |||||||||||||
Some of our financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate fair value due to their liquid or short-term nature. Such financial assets and financial liabilities include: cash and cash equivalents, restricted cash, receivables, net, certain other current assets, accounts payable and accrued expenses, Section 31 fees payable to SEC, accrued personnel costs, and certain other current liabilities. | |||||||||||||
In addition, our investments in LCH and Borsa Istanbul are carried at cost. See “Cost Method Investments,” of Note 6, “Investments,” for further discussion. | |||||||||||||
We also consider our debt obligations to be financial instruments. The fair value of our debt, utilizing discounted cash flow analyses for our floating rate debt and prevailing market rates for our fixed rate debt, was $2.6 billion at June 30, 2014 and $2.8 billion at December 31, 2013. The discounted cash flow analyses are based on borrowing rates currently available to us for debt with similar terms and maturities. Our fixed rate and our floating rate debt are categorized as Level 2 in the fair value hierarchy. For further discussion of our debt obligations, see Note 8, “Debt Obligations.” | |||||||||||||
Clearing_Operations
Clearing Operations | 6 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Clearing Operations [Abstract] | ' | |||||||||
Clearing Operations | ' | |||||||||
14. Clearing Operations | ||||||||||
Nordic Clearing | ||||||||||
In April 2014, we completed the integration of NOS Clearing ASA, or NOS Clearing, a leading Norway-based clearinghouse primarily for OTC traded derivatives for the freight market and seafood derivative market into NASDAQ OMX Nordic Clearing. NASDAQ OMX Nordic Clearing is authorized and supervised as a European multi-asset clearinghouse by the Swedish Financial Supervisory Authority, or SFSA, and is authorized to conduct clearing operations in Norway by the Norwegian Ministry of Finance. The clearinghouse acts as the central counterparty, or CCP, for exchange and OTC trades in equity derivatives, fixed income derivatives, physical power, power derivatives, carbon derivatives, resale and repurchase contracts and with the integration of NOS Clearing, freight derivatives and seafood derivatives. In March 2014, NASDAQ OMX became the first European authorized clearinghouse under the new European Union rules. The region's clearinghouses have to reapply to operate in Europe under new legislation known as the European Market Infrastructure Regulation, or EMIR. | ||||||||||
Through our clearing operations in the financial markets, which include the resale and repurchase market, the commodities markets, and the seafood market, NASDAQ OMX Nordic Clearing is the legal counterparty for, and guarantees the fulfillment of, each contract cleared. These contracts are not used by NASDAQ OMX Nordic Clearing for the purpose of trading on its own behalf. As the legal counterparty of each transaction, NASDAQ OMX Nordic Clearing bears the counterparty risk between the purchaser and seller in the contract. In its guarantor role, NASDAQ OMX Nordic Clearing has precisely equal and offsetting claims to and from clearing members on opposite sides of each contract, standing as an intermediary on every contract cleared. In accordance with the rules and regulations of NASDAQ OMX Nordic Clearing, clearing members’ open positions are aggregated to create a single portfolio for which default fund and margin collateral requirements are calculated. See “Default Fund Contributions” and “Margin Deposits” below for further discussion of NASDAQ OMX Nordic Clearing’s default fund and margin requirements. | ||||||||||
NASDAQ OMX Nordic Clearing maintains four member sponsored default funds: one related to financial markets, one related to commodities markets, one related to the seafood market, and a mutualized fund. Under this structure, NASDAQ OMX Nordic Clearing and its clearing members must contribute to the total regulatory capital related to the clearing operations of NASDAQ OMX Nordic Clearing. This structure applies an initial separation of default fund contributions for the financial, commodities and seafood markets in order to create a buffer for each market’s counterparty risks. Simultaneously, a mutualized default fund provides capital efficiencies to NASDAQ OMX Nordic Clearing with regard to total regulatory capital required. See “Default Fund Contributions” below for further discussion of NASDAQ OMX Nordic Clearing’s default fund. Power of assessment and a liability waterfall have also been implemented. See “Power of Assessment” and “Liability Waterfall” below for further discussion. These requirements ensure the alignment of risk between NASDAQ OMX Nordic Clearing and its clearing members. | ||||||||||
Default Fund Contributions and Margin Deposits | ||||||||||
As of June 30, 2014, clearing member default fund contributions and margin deposits were as follows: | ||||||||||
30-Jun-14 | ||||||||||
Cash Contributions(1)(2) | Non-Cash Contributions | Total Contributions | ||||||||
(in millions) | ||||||||||
Default fund contributions | $ | 318 | $ | 72 | $ | 390 | ||||
Margin deposits | 2,261 | 7,052 | 9,313 | |||||||
Total | $ | 2,579 | $ | 7,124 | $ | 9,703 | ||||
(1)As of June 30, 2014, in accordance with its investment policy, NASDAQ OMX Nordic Clearing has invested cash contributions of $1,692 million in reverse repurchase agreements and $792 million in highly rated government debt securities and time deposits. The remainder of this balance is held in cash. | ||||||||||
(2)Pursuant to clearing member agreements, we pay interest on cash contributions to clearing members. | ||||||||||
Default Fund Contributions | ||||||||||
Contributions made to the default funds are proportional to the exposures of each clearing member. When a clearing member is active in more than one market, contributions must be made to all markets’ default funds in which the member is active. Clearing members’ eligible contributions may include cash and non-cash contributions. Cash contributions received are invested by NASDAQ OMX Nordic Clearing, in accordance with its investment policy, either in highly rated government debt securities or reverse repurchase agreements with highly rated government debt securities as collateral. Clearing members’ cash contributions are included in default funds and margin deposits in the Condensed Consolidated Balance Sheets as both a current asset and a current liability. Non-cash contributions include highly rated government debt securities that must meet specific criteria approved by NASDAQ OMX Nordic Clearing. Non-cash contributions are pledged assets that are not recorded in the Condensed Consolidated Balance Sheets as NASDAQ OMX Nordic Clearing does not take legal ownership of these assets and the risks and rewards remain with the clearing members. These balances may fluctuate over time due to changes in the amount of deposits required and whether members choose to provide cash or non-cash contributions. Assets pledged are held at a nominee account in NASDAQ OMX Nordic Clearing’s name for the benefit of the clearing members and are immediately accessible by NASDAQ OMX Nordic Clearing in the event of a default. In addition to clearing members’ required contributions to the default funds, NASDAQ OMX Nordic Clearing is also required to contribute capital to the default funds and overall regulatory capital as specified under its clearinghouse rules. As of June 30, 2014, NASDAQ OMX Nordic Clearing committed capital totaling $123 million to the member sponsored default funds and overall regulatory capital, in the form of government debt securities, which are recorded as financial investments, at fair value in the Condensed Consolidated Balance Sheets. The combined regulatory capital of the clearing members and NASDAQ OMX Nordic Clearing will serve to secure the obligations of a clearing member and may be used to cover losses sustained by a clearing member in the event of a default. | ||||||||||
Other Capital Contributions by NASDAQ OMX Nordic Clearing | ||||||||||
NASDAQ OMX Nordic Clearing maintains a $90 million credit facility which may be utilized in certain default situations, none of which was utilized as of June 30, 2014. | ||||||||||
Margin Deposits | ||||||||||
NASDAQ OMX Nordic Clearing requires all clearing members to provide collateral, which may consist of cash and non-cash contributions, to guarantee performance on the clearing members’ open positions, or initial margin. In addition, clearing members must also provide collateral to cover the daily margin call as needed, which is in addition to the initial margin. See “Default Fund Contributions” above for further discussion of cash and non-cash contributions. | ||||||||||
NASDAQ OMX Nordic Clearing maintains and manages all cash deposits related to margin collateral. All risks and rewards of collateral ownership, including interest, belong to NASDAQ OMX Nordic Clearing. These cash deposits are recorded in default funds and margin deposits in the Condensed Consolidated Balance Sheets as both a current asset and current liability. Pledged margin collateral is not recorded in our Condensed Consolidated Balance Sheets as all risks and rewards of collateral ownership, including interest, belong to the counterparty. Assets pledged are held at a nominee account in NASDAQ OMX Nordic Clearing’s name for the benefit of the clearing members and are immediately accessible by NASDAQ OMX Nordic Clearing in the event of a default. | ||||||||||
NASDAQ OMX Nordic Clearing marks to market all outstanding contracts and requires payment from clearing members whose positions have lost value. The mark-to-market process helps identify any clearing members that may not be able to satisfy their financial obligations in a timely manner allowing NASDAQ OMX Nordic Clearing the ability to mitigate the risk of a clearing member defaulting due to exceptionally large losses. In the event of a default, NASDAQ OMX Nordic Clearing can access the defaulting member’s margin deposits to cover the defaulting member’s losses. | ||||||||||
Regulatory Capital and Risk Management Calculations | ||||||||||
NASDAQ OMX Nordic Clearing manages risk through a comprehensive counterparty risk management framework, which is comprised of policies, procedures, standards and resources. The level of regulatory capital is determined in accordance with NASDAQ OMX Nordic Clearing’s regulatory capital policy, as approved by the SFSA. Regulatory capital calculations are continuously updated through a proprietary capital-at-risk calculation model that establishes the appropriate level of capital. | ||||||||||
As mentioned above, NASDAQ OMX Nordic Clearing is the legal counterparty for each contract traded and thereby guarantees the fulfillment of each contract. NASDAQ OMX Nordic Clearing accounts for this guarantee as a performance guarantee. We determine the fair value of the performance guarantee by considering daily settlement of contracts and other margining and default fund requirements, the risk management program, historical evidence of default payments, and the estimated probability of potential default payouts. The calculation is determined using proprietary risk management software that simulates gains and losses based on historical market prices, extreme but plausible market scenarios, volatility and other factors present at that point in time for those particular unsettled contracts. Based on this analysis, the estimated liability was nominal and no liability was recorded as of June 30, 2014. | ||||||||||
The market value of derivative contracts outstanding prior to netting was as follows: | ||||||||||
30-Jun-14 | ||||||||||
(in millions) | ||||||||||
Commodity options, futures and forwards(1)(2)(3) | $ | 1,550 | ||||||||
Fixed-income options and futures(2)(3) | 574 | |||||||||
Stock options and futures(2)(3) | 136 | |||||||||
Index options and futures(2)(3) | 215 | |||||||||
Seafood options and futures(2)(3) | 42 | |||||||||
Total | $ | 2,517 | ||||||||
(1)We determined the fair value of our forward contracts using standard valuation models that were based on market-based observable inputs including LIBOR rates and the spot price of the underlying instrument. | ||||||||||
(2)We determined the fair value of our option contracts using standard valuation models that were based on market-based observable inputs including implied volatility, interest rates and the spot price of the underlying instrument. | ||||||||||
(3)We determined the fair value of our futures contracts based upon quoted market prices and average quoted market yields. | ||||||||||
The total number of derivative contracts cleared through NASDAQ OMX Nordic Clearing for the six months ended June 30, 2014 and 2013 was as follows: | ||||||||||
30-Jun-14 | 30-Jun-13 | |||||||||
Commodity options, futures and forwards(1) | 984,177 | 1,669,004 | ||||||||
Fixed-income options and futures | 10,681,467 | 15,973,955 | ||||||||
Stock options and futures | 17,262,098 | 15,693,325 | ||||||||
Index options and futures | 19,668,100 | 20,967,610 | ||||||||
Seafood options and futures | 42,468 | 1,000 | ||||||||
Total | 48,638,310 | 54,304,894 | ||||||||
(1)The total volume in cleared power related to commodity contracts was 774 Terawatt hours (TWh) for the six months ended June 30, 2014 and 884 TWh for the six months ended June 30, 2013. | ||||||||||
The outstanding contract value of resale and repurchase agreements was $4.8 billion as of June 30, 2014 and $4.3 billion as of June 30, 2013. The total number of contracts cleared was 2,275,565 for the six months ended June 30, 2014 and was 2,264,096 for the six months ended June 30, 2013. | ||||||||||
Power of Assessment | ||||||||||
To further strengthen the contingent financial resources of the clearinghouse, NASDAQ OMX Nordic Clearing has power of assessment that provides the ability to collect additional funds from its clearing members to cover a defaulting member’s remaining obligations up to the limits established under the terms of the clearinghouse rules. The power of assessment corresponds to 100% of the clearing member’s aggregate contribution to the financial, commodities, and the seafood market’s default funds. | ||||||||||
Liability Waterfall | ||||||||||
The liability waterfall is the priority order in which the capital resources would be utilized in the event of a default where the defaulting clearing member’s collateral would not be sufficient to cover the cost to settle its portfolio. If a default occurs and the defaulting clearing member’s collateral, including cash deposits and pledged assets, is depleted, then capital is utilized in the following amount and order: | ||||||||||
•junior capital contributed to each specific market by NASDAQ OMX Nordic Clearing, which totaled $22 million at June 30, 2014; | ||||||||||
•a loss sharing pool related only to the financial market that is contributed to by clearing members and only applies if the defaulting member’s portfolio includes interest rate swap products; | ||||||||||
•specific market default fund where the loss occurred, either the financial, commodities, or seafood market, which includes capital contributions of both the clearing members and NASDAQ OMX Nordic Clearing on a pro-rata basis; | ||||||||||
•senior capital contributed to each specific market by NASDAQ OMX Nordic Clearing, calculated in accordance with clearinghouse rules to be $15 million at June 30, 2014; and | ||||||||||
•mutualized default fund, which includes capital contributions of both the clearing members and NASDAQ OMX Nordic Clearing on a pro-rata basis. | ||||||||||
If additional funds are needed after utilization of the mutualized default fund, then NASDAQ OMX Nordic Clearing will utilize its power of assessment and additional capital contributions will be required by non-defaulting members up to the limits established under the terms of the clearinghouse rules. | ||||||||||
Commitments_Contingencies_and_
Commitments, Contingencies and Guarantees | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments, Contingencies and Guarantees | ' |
15. Commitments, Contingencies and Guarantees | |
Guarantees Issued and Credit Facilities Available | |
In addition to the default fund contributions and margin collateral pledged by clearing members discussed in Note 14, “Clearing Operations,” we have obtained financial guarantees and credit facilities which are guaranteed by us through counter indemnities, to provide further liquidity and default protection related to our clearing businesses. Financial guarantees issued to us totaled $28 million at June 30, 2014 and $20 million at December 31, 2013. At June 30, 2014, credit facilities, which are available in multiple currencies, primarily Swedish Krona, totaled $317 million ($227 million in available liquidity and $90 million for default protection), none of which was utilized. At December 31, 2013, these facilities totaled $312 million ($219 million in available liquidity and $93 million for default protection), of which $11 million was utilized. | |
Execution Access LLC is an introducing broker which operates the eSpeed trading platform for U.S. Treasury securities. Execution Access has a clearing arrangement with Cantor Fitzgerald & Co., or Cantor Fitzgerald. As of June 30, 2014, we have contributed $19 million of clearing deposits to Cantor Fitzgerald in connection with this clearing arrangement. These deposits are recorded in other current assets in our Condensed Consolidated Balance Sheets. Some of the trading activity in Execution Access is cleared by Cantor Fitzgerald through the Fixed Income Clearing Corporation, or FICC, and the balance is cleared non-FICC. Execution Access assumes the counterparty risk of clients that do not clear through FICC. Counterparty risk of clients exists for Execution Access between the trade date and the settlement date of the individual transactions, which is one business day. All of Execution Access’ obligations under the clearing arrangement with Cantor Fitzgerald are guaranteed by NASDAQ OMX. Some of the non-FICC counterparties are required to post collateral, provide principal letters, or provide other forms of credit enhancement to Execution Access for the purpose of mitigating counterparty risk. | |
We believe that the potential for us to be required to make payments under these arrangements is mitigated through the pledged collateral and our risk management policies. Accordingly, no contingent liability is recorded in the Condensed Consolidated Balance Sheets for these arrangements. | |
Lease Commitments | |
We lease some of our office space and equipment under non-cancelable operating leases with third parties and sublease office space to third parties. Some of our lease agreements contain renewal options and escalation clauses based on increases in property taxes and building operating costs. | |
Other Guarantees | |
We have provided other guarantees of $15 million as of June 30, 2014 and $17 million at December 31, 2013. These guarantees are primarily related to obligations for our rental and leasing contracts as well as performance guarantees on certain Market Technology contracts related to the delivery of software technology and support services. We have received financial guarantees from various financial institutions to support the above guarantees. | |
We believe that the potential for us to be required to make payments under these arrangements is unlikely. Accordingly, no contingent liability is recorded in the Condensed Consolidated Balance Sheets for the above guarantees. | |
In connection with the launch of NASDAQ OMX NLX, we have entered into agreements with certain members which may require us to make payments if certain financial goals are achieved. Since the amount of these payments is not currently probable and cannot be quantified as of June 30, 2014, no contingent liability is recorded in the Condensed Consolidated Balance Sheets for these payments. | |
Contingent Consideration | |
In March 2014, we completed the acquisition of the remaining 28% ownership interest in BWise. The purchase included two installment payments, the first of which was made in March 2014. The second installment payment is expected to be paid in 2015. | |
As part of the eSpeed purchase price consideration, we have agreed to future annual issuances of 992,247 shares of NASDAQ OMX common stock which approximated certain tax benefits associated with the transaction. Such contingent future issuances of NASDAQ OMX common stock will be paid ratably through 2027 if NASDAQ OMX’s total gross revenues equal or exceed $25 million in each such year. The contingent future issuances of NASDAQ OMX common stock are subject to anti-dilution protections and acceleration upon certain events. | |
Escrow Agreements | |
In connection with our acquisitions of FTEN and Glide Technologies, we entered into escrow agreements to secure the payments of post-closing adjustments and to ensure other closing conditions. At June 30, 2014, these escrow agreements provide for future payments of $10 million and are included in other current liabilities and other non-current liabilities in the Condensed Consolidated Balance Sheets. | |
Routing Brokerage Activities | |
Our broker-dealer subsidiaries, Nasdaq Execution Services, LLC and NASDAQ Options Services, LLC, provide guarantees to securities clearinghouses and exchanges under their standard membership agreements, which require members to guarantee the performance of other members. If a member becomes unable to satisfy its obligations to a clearinghouse or exchange, other members would be required to meet its shortfalls. To mitigate these performance risks, the exchanges and clearinghouses often require members to post collateral, as well as meet certain minimum financial standards. Nasdaq Execution Services’ and NASDAQ Options Services’ maximum potential liability under these arrangements cannot be quantified. However, we believe that the potential for Nasdaq Execution Services and NASDAQ Options Services to be required to make payments under these arrangements is unlikely. Accordingly, no contingent liability is recorded in the Condensed Consolidated Balance Sheets for these arrangements. | |
Litigation | |
As previously disclosed, we became a party to several legal and regulatory proceedings in 2012, 2013, and 2014 relating to the Facebook IPO that occurred on May 18, 2012. We believe that the legal actions filed against NASDAQ OMX are without merit and intend to defend them vigorously. | |
As described in our Annual Report on Form 10-K for the year ended December 31, 2012, we are named as a defendant in a consolidated matter captioned In re Facebook, Inc., IPO Securities and Derivative Litigation, MDL No. 2389 (S.D.N.Y.). Our appeal of the district court’s order granting in part and denying in part our motion to dismiss the consolidated amended complaint is currently pending in the United States Court of Appeals for the Second Circuit, at No. 14-1457. | |
In our Quarterly Report on Form 10-Q for the period ended March 31, 2013, we identified a demand for arbitration from a member organization seeking indemnification for alleged losses associated with the Facebook IPO. On June 18, 2013, the District Court for the Southern District of New York granted a preliminary injunction enjoining the arbitration, and the member organization has appealed the order granting the injunction to the Second Circuit Court of Appeals. | |
We also are named as one of many defendants in City of Providence v. BATS Global Markets, Inc., et al., 14 Civ. 2811 (S.D.N.Y.), which was filed on April 18, 2014 in the United States District Court for the Southern District of New York. The plaintiff has named as defendants sixteen national exchanges; fourteen of the largest brokerage firms in the United States; and twelve financial-services firms whose primary business allegedly is engaging in high-frequency trading. On behalf of a putative class of securities traders, the plaintiff alleges that the defendants engaged in a scheme to manipulate the markets through high-frequency trading; the complaint asserts claims against us under Section 10(b) of the Act and Rule 10b-5, as well as under Section 6(b) of the Act. The district court has appointed lead counsel, who have until September 2, 2014 either to file an amended complaint or to proceed with the initial complaint. Given the preliminary nature of the proceedings, we are unable to estimate what, if any, liability may result from this litigation. However, we believe the claims to be without merit and intend to litigate them vigorously. | |
In addition, we are named as one of many exchange defendants in Lanier v. BATS Exchange Inc., et al., 14 Civ. 3745 (S.D.N.Y.), Lanier v. BATS Exchange Inc., et al., 14 Civ. 3865 (S.D.N.Y.), and Lanier v. Bats Exchange Inc., 14 Civ. 3866 (S.D.N.Y.), which were filed between May 23, 2014 and May 30, 2014 in the United States District Court for the Southern District of New York. The plaintiff is the same in each of these cases, and the three complaints contain substantially similar allegations. On behalf of a putative class of subscribers for market data provided by national exchanges, the plaintiff alleges that the exchanges provided data more quickly to certain market participants than to others, supposedly in breach of the exchanges’ plans for dissemination of market data and subscriber agreements executed under those plans. The complaint asserts contractual theories under state law based on these alleged breaches. Given the preliminary nature of the proceedings, we are unable to estimate what, if any, liability may result from this litigation. However, we believe the claims to be without merit and intend to litigate them vigorously. | |
Except as disclosed above and in prior reports filed under the Act, we are not currently a party to any litigation or proceeding that we believe could have a material adverse effect on our business, consolidated financial condition, or operating results. However, from time to time, we have been threatened with, or named as a defendant in, lawsuits or involved in regulatory proceedings. | |
Tax Audits | |
We are engaged in ongoing discussions and audits with taxing authorities on various tax matters, the resolutions of which are uncertain. Currently, there are matters that may lead to assessments, some of which may not be resolved for several years. Based on currently available information, we believe we have adequately provided for any assessments that could result from those proceedings where it is more likely than not that we will be assessed. We review our positions on these matters as they progress. | |
Business_Segments
Business Segments | 6 Months Ended | ||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||
Text Block [Abstract] | ' | ||||||||||||||||||
Business Segments | ' | ||||||||||||||||||
16. Business Segments | |||||||||||||||||||
We manage, operate and provide our products and services in four business segments: Market Services, Listing Services, Information Services and Technology Solutions. | |||||||||||||||||||
Our reportable segments are as follows. | |||||||||||||||||||
Market Services | |||||||||||||||||||
Our Market Services segment includes our derivative trading and clearing, cash equity trading, fixed income trading, and access and broker services businesses. We offer trading on multiple exchanges and facilities across several asset classes, including derivatives, commodities, cash equity, debt, structured products and ETFs. In addition, in some countries where we operate exchanges, we also provide investment firm, 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 for cash equity securities, derivatives and ETFs. The platforms allow the routing and execution of buy and sell orders as well as the reporting of transactions for cash equity securities, derivatives and ETFs, providing fee-based revenues. In addition, eSpeed’s electronic benchmark U.S. treasury brokerage and co-location service businesses are part of our Market Services segment. | |||||||||||||||||||
Listing Services | |||||||||||||||||||
Our Listing Services segment includes our U.S. and European Listing Services businesses. We offer capital raising solutions to over 3,400 companies around the globe, representing approximately $8.9 trillion in total market value as of June 30, 2014. | |||||||||||||||||||
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 exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic. In March 2014, we launched NPM, a marketplace for private growth companies. | |||||||||||||||||||
Information Services | |||||||||||||||||||
Our Information Services segment includes our Market Data Products and Index Licensing and Services businesses. | |||||||||||||||||||
Our Market Data Products business sells and distributes historical and real-time quote and trade information to market participants and data distributers. Our market data products enhance transparency and provide critical information to financial professional and individual investors globally. In addition, eSpeed’s market data business is part of our Information Services segment. | |||||||||||||||||||
Our Index Licensing and Services business develops and licenses NASDAQ OMX branded indexes, associated derivatives, and financial products and also provides custom calculation services for third-party clients. | |||||||||||||||||||
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 audiences through our suite of advanced technology, analytics, and consultative services. In May 2013, we acquired the TR Corporate Solutions businesses which were integrated into our Corporate Solutions business. With the acquisition of the TR Corporate Solutions businesses, Corporate Solutions revenues primarily include product revenues from the following key areas: governance, investor relations, multimedia solutions, and public relations. | |||||||||||||||||||
Our Market Technology business is a leading global technology solutions provider and partner to exchanges, clearing organizations and central securities depositories. Our technology business is also 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 smaller African markets. Our solutions can handle a wide array of assets including cash equities, currencies, various interest-bearing securities, commodities, energy products and derivatives. Market Technology also provides broker services and enterprise governance, risk management and compliance software and services. | |||||||||||||||||||
Our management allocates resources, assesses performance and manages these businesses as four separate segments. We evaluate the performance of our segments based on several factors, of which the primary financial measure is operating income. Results of individual businesses are presented based on our management accounting practices and our management structure. Certain amounts are allocated to corporate items in our management reports based on the decision that those activities should not be used to evaluate the segment’s operating performance. See below for further discussion. | |||||||||||||||||||
The following table presents certain information regarding these operating segments for the three and six months ended June 30, 2014 and 2013. | |||||||||||||||||||
Market Services | Listing Services | Information Services | Technology Solutions | Corporate Items and Eliminations | Consolidated | ||||||||||||||
(in millions) | |||||||||||||||||||
Three Months Ended June 30, 2014 | |||||||||||||||||||
Total revenues | $ | 544 | $ | 60 | $ | 123 | $ | 138 | $ | - | $ | 865 | |||||||
Cost of revenues | -342 | - | - | - | - | -342 | |||||||||||||
Revenues less transaction rebates, brokerage, clearance and exchange fees | 202 | 60 | 123 | 138 | - | 523 | |||||||||||||
Operating income (loss)(1) | $ | 89 | $ | 24 | $ | 91 | $ | 11 | $ | -24 | $ | 191 | |||||||
Three Months Ended June 30, 2013 | |||||||||||||||||||
Total revenues | $ | 553 | $ | 58 | $ | 107 | $ | 96 | $ | - | $ | 814 | |||||||
Cost of revenues | -363 | - | - | - | - | -363 | |||||||||||||
Revenues less transaction rebates, brokerage, clearance and exchange fees | 190 | 58 | 107 | 96 | - | 451 | |||||||||||||
Operating income (loss)(2) | $ | 75 | $ | 23 | $ | 79 | $ | 7 | $ | -25 | $ | 159 | |||||||
Six Months Ended June 30, 2014 | |||||||||||||||||||
Total revenues | $ | 1,126 | $ | 117 | $ | 246 | $ | 273 | $ | - | $ | 1,762 | |||||||
Cost of revenues | -710 | - | - | - | - | -710 | |||||||||||||
Revenues less transaction rebates, brokerage, clearance and exchange fees | 416 | 117 | 246 | 273 | - | 1,052 | |||||||||||||
Operating income (loss)(3) | $ | 183 | $ | 46 | $ | 181 | $ | 19 | $ | -54 | $ | 375 | |||||||
Six Months Ended June 30, 2013 | |||||||||||||||||||
Total revenues | $ | 1,060 | $ | 113 | $ | 212 | $ | 172 | $ | - | $ | 1,557 | |||||||
Cost of revenues | -688 | - | - | - | - | -688 | |||||||||||||
Revenues less transaction rebates, brokerage, clearance and exchange fees | 372 | 113 | 212 | 172 | - | 869 | |||||||||||||
Operating income (loss)(4) | $ | 149 | $ | 47 | $ | 159 | $ | 10 | $ | -116 | $ | 249 | |||||||
(1) Corporate items and eliminations for the three months ended June 30, 2014 primarily include merger and strategic initiatives expense of $14 million primarily related to the acquisition of the TR Corporate Solutions businesses and other strategic initiatives and a loss on extinguishment of debt of $9 million. | |||||||||||||||||||
(2) Corporate items and eliminations for the three months ended June 30, 2013 primarily include merger and strategic initiatives expense of $25 million primarily related to the acquisitions of eSpeed and the TR Corporate Solutions businesses. | |||||||||||||||||||
(3) Corporate items and eliminations for the six months ended June 30, 2014 primarily include merger and strategic initiatives expense of $42 million primarily related to the acquisition of the TR Corporate Solutions businesses and other strategic initiatives and a loss on debt extinguishment of $9 million. | |||||||||||||||||||
(4) Corporate items and eliminations for the six months ended June 30, 2013 primarily include expense related to the one-time program for voluntary accommodations to qualifying members of up to $62 million. This program expanded the pool available to compensate members of The NASDAQ Stock Market for qualified losses arising directly from the system issues experienced with the Facebook IPO that occurred on May 18, 2012. Our liability was reduced to $44 million and payment of valid claims totaling $44 million was made in the fourth quarter of 2013. Corporate items and eliminations also include merger and strategic initiatives expense of $33 million primarily related to our acquisitions of eSpeed and the TR Corporate Solutions businesses, expense related to an SEC matter of $10 million, and restructuring charges of $9 million. | |||||||||||||||||||
For further discussion of our acquisitions, see “Acquisition of eSpeed for Trading of U.S. Treasuries,” and “Acquisition of the Investor Relations, Public Relations and Multimedia Solutions Businesses of Thomson Reuters,” of Note 4, “Acquisitions.” | |||||||||||||||||||
For further discussion of the debt extinguishment, see “Early Extinguishment of 2015 Notes,” of Note 8, “Debt Obligation.” | |||||||||||||||||||
For further discussion of the restructuring charges, see Note 3, “Restructuring Charges.” | |||||||||||||||||||
For further discussion of our segments’ results, see “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Segment Operating Results.” | |||||||||||||||||||
Basis_of_Presentation_and_Prin1
Basis of Presentation and Principles of Consolidation (Policy) | 6 Months Ended |
Jun. 30, 2014 | |
Basis of Presentation and Principles of Consolidation [Abstract] | ' |
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 OMX, its wholly-owned subsidiaries and other entities in which NASDAQ OMX has a controlling financial interest. The accompanying unaudited 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 OMX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. | |
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. | |
Basis of Accounting | ' |
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. | |
Income Taxes | ' |
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. | |
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. | |
As shown in the Condensed Consolidated Statements of Comprehensive Income, the income tax benefit in the second quarter and first six months of 2013 was impacted due to an assertion made by NASDAQ OMX to permanently reinvest the earnings of certain foreign subsidiaries. As a result of this assertion, adjustments were made to our deferred tax balances relating to cumulative translation adjustments pertaining to these subsidiaries. | |
NASDAQ OMX 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 2007 through 2010 are currently under audit by the Internal Revenue Service and we are subject to examination for 2011 and 2012. Several state tax returns are currently under examination by the respective tax authorities for the years 2005 through 2012. Non-U.S. tax returns are subject to examination by the respective tax authorities for the years 2006 through 2012. We anticipate that the amount of unrecognized tax benefits at June 30, 2014 will significantly decrease in the next twelve months as we expect to settle certain tax audits. The final outcome of such audits cannot yet be determined. 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 OMX 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. Through June 30, 2014, we have recorded tax benefits of $21 million associated with this filing position. Of this amount we have paid $12 million to the Finnish tax authorities. We have also paid $11 million in interest and penalties. In 2014, we will pay $9 million, which represents the benefit taken in 2013 and the first six months of 2014. We expect the Finnish Supreme Administrative Court to agree with our position, which would result in an expected refund to NASDAQ OMX of $32 million. | |
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 OMX 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 will appeal this ruling to the Swedish Supreme Administrative Court. We expect to receive a favorable decision from the Swedish Supreme Administrative Court. Since January 1, 2013, we have recorded tax benefits of $24 million, or $0.14 per diluted share, related to this matter. We expect to record recurring quarterly tax benefits of $4 million to $5 million with respect to this issue for the foreseeable future. | |
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 VAT tax returns for 2011 and 2012 and utilized the same approach which was approved for the 2010 filing. However, even though the VAT return position was previously reviewed and approved by the Swedish Tax Agency, we were informed by the Swedish Tax Agency that our VAT refund claims for 2011 and 2012 are not valid. However, they will not seek reimbursement of the 2010 refund. We have appealed the finding by the Swedish Tax Agency to the Administrative Court. For the period January 1, 2011 through June 30, 2014, we have recorded benefits of $16 million associated with this position. | |
Recently Adopted Accounting Pronouncements | ' |
Recently Announced Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supercedes the revenue recognition guidance in Accounting Standards Codification, or ASC, 605, “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. The standard provides alternative methods of initial adoption and is effective for us on January 1, 2017. Early adoption is not permitted. We are currently assessing the impact that this standard will have on our consolidated financial statements. | |
In April 2014, the FASB issued ASU 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,” which raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. Under the new guidance, only disposals representing a strategic shift in operations that have or will have a major effect on an entity’s operations and financial results should be presented as discontinued operations. This guidance is effective for us on January 1, 2015. Early adoption is permitted provided that the disposal was not previously disclosed. We will prospectively apply this new standard to applicable transactions. | |
Restructuring_Charges_Tables
Restructuring Charges (Tables) | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Restructuring Charges [Abstract] | ' | |||
Summary of Restructuring Charges | ' | |||
Six Months Ended June 30, | ||||
2013 | ||||
(in millions) | ||||
Severance | $ | 6 | ||
Facilities-related | 1 | |||
Asset impairments | 1 | |||
Other | 1 | |||
Total restructuring charges | $ | 9 | ||
Acquisitions_and_Divestitures_
Acquisitions and Divestitures (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Acquisitions [Abstract] | ' | ||||||||||||
Acquisition of Businesses | ' | ||||||||||||
Purchase Consideration | Total Net Assets (Liabilities) Acquired | Purchased Intangible Assets | Goodwill | ||||||||||
(in millions) | |||||||||||||
eSpeed | $ | 1,239 | $ | 5 | $ | 715 | $ | 519 | |||||
TR Corporate Solutions businesses | 366 | -37 | 91 | 312 | |||||||||
Goodwill_and_Purchased_Intangi1
Goodwill and Purchased Intangible Assets (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Schedule of Changes in Goodwill | ' | ||||||||||||||||||||||||
Market Services | Listing Services | Information Services | Technology Solutions | Total | |||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 3,433 | $ | 136 | $ | 2,019 | $ | 598 | $ | 6,186 | |||||||||||||||
Goodwill acquired | - | - | - | - | - | ||||||||||||||||||||
Foreign currency translation adjustment | -66 | -1 | -39 | -12 | -118 | ||||||||||||||||||||
Balance at June 30, 2014 | $ | 3,367 | $ | 135 | $ | 1,980 | $ | 586 | $ | 6,068 | |||||||||||||||
Finite-Lived and Indefinite-Lived Intangible Assets | ' | ||||||||||||||||||||||||
30-Jun-14 | 31-Dec-13 | ||||||||||||||||||||||||
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 | $ | 37 | $ | -14 | $ | 23 | 5 | $ | 39 | $ | -12 | $ | 27 | 5 | |||||||||||
Customer relationships | 1,075 | -325 | 750 | 19 | 1,075 | -292 | 783 | 19 | |||||||||||||||||
Other | 6 | -3 | 3 | 8 | 5 | -3 | 2 | 8 | |||||||||||||||||
Foreign currency translation adjustment | -12 | 4 | -8 | 3 | - | 3 | |||||||||||||||||||
Total finite-lived intangible assets | $ | 1,106 | $ | -338 | $ | 768 | $ | 1,122 | $ | -307 | $ | 815 | |||||||||||||
Indefinite-Lived Intangible Assets | |||||||||||||||||||||||||
Exchange and clearing registrations | $ | 790 | $ | - | $ | 790 | $ | 790 | $ | - | $ | 790 | |||||||||||||
Trade names | 756 | - | 756 | 756 | - | 756 | |||||||||||||||||||
Licenses | 51 | - | 51 | 51 | - | 51 | |||||||||||||||||||
Foreign currency translation adjustment | -52 | - | -52 | -26 | - | -26 | |||||||||||||||||||
Total indefinite-lived intangible assets | $ | 1,545 | $ | - | $ | 1,545 | $ | 1,571 | $ | - | $ | 1,571 | |||||||||||||
Total intangible assets | $ | 2,651 | $ | -338 | $ | 2,313 | $ | 2,693 | $ | -307 | $ | 2,386 | |||||||||||||
Estimated Future Amortization Expense | ' | ||||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||
2014(1) | $ | 35 | |||||||||||||||||||||||
2015 | 69 | ||||||||||||||||||||||||
2016 | 67 | ||||||||||||||||||||||||
2017 | 65 | ||||||||||||||||||||||||
2018 | 61 | ||||||||||||||||||||||||
2019 and thereafter | 479 | ||||||||||||||||||||||||
Total | $ | 776 | |||||||||||||||||||||||
(1) Represents the estimated amortization to be recognized for the remaining six months of 2014. | |||||||||||||||||||||||||
Deferred_Revenue_Tables
Deferred Revenue (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Deferred Revenue [Abstract] | ' | |||||||||||||||
Estimated Deferred Revenue | ' | |||||||||||||||
Initial Listing Revenues | Listing of Additional Shares Revenues | Annual Renewal and Other Revenues | Technology Solutions Revenues(2) | Total | ||||||||||||
(in millions) | ||||||||||||||||
Fiscal year ended: | ||||||||||||||||
2014(1) | $ | 7 | $ | 18 | $ | 98 | $ | 57 | $ | 180 | ||||||
2015 | 12 | 29 | 2 | 41 | 84 | |||||||||||
2016 | 10 | 20 | - | 30 | 60 | |||||||||||
2017 | 8 | 11 | - | 32 | 51 | |||||||||||
2018 | 6 | 2 | - | 34 | 42 | |||||||||||
2019 and thereafter | 5 | - | - | 40 | 45 | |||||||||||
$ | 48 | $ | 80 | $ | 100 | $ | 234 | $ | 462 | |||||||
(1) Represents deferred revenue that is anticipated to be recognized over the remaining six months of 2014. | ||||||||||||||||
(2) The timing of recognition of our deferred Technology Solutions revenues is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing Market Technology contracts and the timing of Corporate Solutions subscription-based contracts. As such, as it relates to Market Technology revenues, the timing represents our best estimate. | ||||||||||||||||
The changes in our deferred revenue during the six months ended June 30, 2014 and 2013 are reflected in the following table. | ||||||||||||||||
Changes in Deferred Revenue | ' | |||||||||||||||
Initial Listing Revenues | Listing of Additional Shares Revenues | Annual Renewal and Other Revenues | Technology Solutions Revenues(2) | Total | ||||||||||||
(in millions) | ||||||||||||||||
Balance at January 1, 2014 | $ | 41 | $ | 75 | $ | 20 | $ | 158 | $ | 294 | ||||||
Additions(1) | 13 | 25 | 201 | 320 | 559 | |||||||||||
Amortization(1) | -6 | -20 | -120 | -239 | -385 | |||||||||||
Translation adjustment | - | - | -1 | -5 | -6 | |||||||||||
Balance at June 30, 2014 | $ | 48 | $ | 80 | $ | 100 | $ | 234 | $ | 462 | ||||||
Balance at January 1, 2013 | $ | 36 | $ | 78 | $ | 32 | $ | 149 | $ | 295 | ||||||
Additions(1) | 8 | 18 | 190 | 63 | 279 | |||||||||||
Amortization(1) | -7 | -20 | -118 | -57 | -202 | |||||||||||
Translation adjustment | - | - | -6 | 2 | -4 | |||||||||||
Balance at June 30, 2013 | $ | 37 | $ | 76 | $ | 98 | $ | 157 | $ | 368 | ||||||
(1) The additions and amortization for initial listing revenues, listing of additional shares revenues and annual renewal and other revenues primarily reflect revenues from our U.S. listing services business. The additions to Technology Solutions revenues during the six months ended June 30, 2014 include $75 million related to the Borsa Istanbul market technology agreement. See “Cost Method Investments,” of Note 6, “Investments,” for further discussion. | ||||||||||||||||
(2) Technology Solutions deferred revenues primarily include revenues from our Market Technology delivered client contracts in the support phase charged during the period and our Corporate Solutions subscription based contracts, which are primarily billed quarterly in advance. For our Market Technology contracts, where customization and significant modifications to the software are made to meet the needs of our customers, total revenues, as well as costs incurred, are deferred until significant modifications are completed and delivered. Once delivered, deferred revenue and the related deferred costs are recognized over the post contract support period. For these Market Technology contracts, we have included the deferral of costs in other current assets and other non-current assets in the Condensed Consolidated Balance Sheets. The amortization of Technology Solutions deferred revenue primarily includes revenues earned from Market Technology client contracts and Corporate Solutions subscription based contracts recognized during the period. | ||||||||||||||||
Debt_Obligations_Tables
Debt Obligations (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||
Changes in Debt Obligations | ' | ||||||||||||
31-Dec-13 | Additions | Payments, Accretion and Other | 30-Jun-14 | ||||||||||
(in millions) | |||||||||||||
4.00% senior unsecured notes repaid June 18, 2014(1) | $ | 400 | $ | - | $ | -400 | $ | - | |||||
5.55% senior unsecured notes due January 15, 2020 (net of discount)(1) | 598 | - | 1 | 599 | |||||||||
5.25% senior unsecured notes due January 16, 2018 (net of discount)(1) | 368 | - | - | 368 | |||||||||
3.875% senior unsecured notes due June 7, 2021 (net of discount)(1) | 824 | - | -4 | 820 | |||||||||
4.25% senior unsecured notes due June 1, 2024 (net of discount)(1) | - | 498 | - | 498 | |||||||||
$1.2 billion senior unsecured five-year credit facility(2): | |||||||||||||
$450 million senior unsecured term loan facility credit agreement due September 19, 2016 (average interest rate of 1.53% for the period January 1, 2014 through June 30, 2014) | 349 | - | -226 | 123 | |||||||||
$750 million revolving credit commitment due September 19, 2016 (average interest rate of 1.34% for the period January 1, 2014 through June 30, 2014) | 95 | 25 | -120 | - | |||||||||
Total debt obligations | 2,634 | 523 | -749 | 2,408 | |||||||||
Less current portion | -45 | - | 45 | - | |||||||||
Total long-term debt obligations | $ | 2,589 | $ | 523 | $ | -704 | $ | 2,408 | |||||
(1) See “Senior Unsecured Notes” below for further discussion. | |||||||||||||
(2) See “2011 Credit Facility” below for further discussion. | |||||||||||||
Employee_Benefits_Tables
Employee Benefits (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | ||||||||||||
Components of Net Periodic Benefit Cost | ' | ||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||
(in millions) | |||||||||||||
Components of net periodic benefit cost | |||||||||||||
Interest cost | $ | 1 | $ | 1 | $ | 3 | $ | 3 | |||||
Expected return on plan assets | -1 | -1 | -3 | -3 | |||||||||
Recognized net actuarial loss | - | 1 | 1 | 2 | |||||||||
Curtailment loss | - | 1 | - | 1 | |||||||||
Net periodic benefit cost | $ | - | $ | 2 | $ | 1 | $ | 3 | |||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Share-Based Compensation [Abstract] | ' | ||||||||||||
Schedule of Weighted-Average Assumptions Used to Determine the Weighted-Average Fair Values | ' | ||||||||||||
Six Months Ended June 30, | |||||||||||||
2014 | |||||||||||||
Weighted-average risk free interest rate | 0.79% | ||||||||||||
Expected volatility(1) | 29.1% | ||||||||||||
Weighted-average fair value at grant date | $ | 43.13 | |||||||||||
(1) We use historic volatility for PSU awards issued under the TSR program, as implied volatility cannot be used when simulating multivariate prices for companies in the S&P 500. | |||||||||||||
Summary of Share-Based Compensation Expense | ' | ||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||
(in millions) | |||||||||||||
Share-based compensation expense before income taxes | $ | 16 | $ | 9 | $ | 30 | $ | 18 | |||||
Income tax benefit | -6 | -4 | -12 | -7 | |||||||||
Share-based compensation expense after income taxes | $ | 10 | $ | 5 | $ | 18 | $ | 11 | |||||
Summary of Stock Option Activity | ' | ||||||||||||
Number of Stock Options(1) | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||
(in years) | (in millions) | ||||||||||||
Outstanding at January 1, 2014 | 4,926,522 | $ | 25.21 | 4.97 | $ | 73 | |||||||
Exercised | -694,914 | 18.81 | |||||||||||
Forfeited or expired | -29,005 | 23.31 | |||||||||||
Outstanding at June 30, 2014 | 4,202,603 | $ | 26.29 | 4.41 | $ | 53 | |||||||
Exercisable at June 30, 2014 | 4,188,474 | $ | 26.31 | 4.40 | $ | 52 | |||||||
(1) No stock option awards were granted during the three and six months ended June 30, 2014. | |||||||||||||
Summary of Restricted Stock And PSU Activity | ' | ||||||||||||
Restricted Stock | PSUs | ||||||||||||
Number of Awards | Weighted-Average Grant Date Fair Value | Number of Awards | Weighted-Average Grant Date Fair Value | ||||||||||
Unvested balances at January 1, 2014 | 3,826,470 | $ | 25.96 | 1,915,601 | $ | 30.03 | |||||||
Granted | 1,194,225 | -1 | 36.86 | 877,315 | -2 | 40.53 | |||||||
Vested | -1,469,298 | 23.06 | -56,659 | 25.28 | |||||||||
Forfeited | -156,882 | 28.53 | -106,263 | 30.16 | |||||||||
Unvested balances at June 30, 2014 | 3,394,515 | $ | 30.95 | 2,629,994 | $ | 33.73 | |||||||
(1) Primarily reflects our company-wide equity grant issued in March 2014, as discussed above. | |||||||||||||
(2) PSUs granted in 2014 reflect awards issued to certain officers, as described above. | |||||||||||||
NASDAQ_OMX_Stockholders_Equity1
NASDAQ OMX Stockholders' Equity (Tables) | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
NASDAQ OMX Stockholders' Equity [Abstract] | ' | ||||||||||
Schedule of Dividends Declared | ' | ||||||||||
Declaration Date | Dividend Per | Record Date | Total Amount(1) | Payment Date | |||||||
Common Share | |||||||||||
(in millions) | |||||||||||
30-Jan-14 | $ | 0.13 | 14-Mar-14 | $ | 22 | 28-Mar-14 | |||||
26-Mar-14 | $ | 0.15 | 13-Jun-14 | $ | 25 | 27-Jun-14 | |||||
(1) These amounts were recorded in retained earnings in the Condensed Consolidated Balance Sheets at June 30, 2014. | |||||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Summary of Computation of Basic and Diluted Earnings Per Share | ' | ||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||
(in millions, except share and per share amounts) | |||||||||||||
Numerator: | |||||||||||||
Net income attributable to common shareholders | $ | 101 | $ | 88 | $ | 205 | $ | 130 | |||||
Denominator: | |||||||||||||
Weighted-average common shares outstanding for basic earnings per share | 169,337,630 | 166,371,840 | 169,488,176 | 166,039,406 | |||||||||
Weighted-average effect of dilutive securities: | |||||||||||||
Employee equity awards | 3,135,006 | 3,771,134 | 3,617,041 | 3,860,175 | |||||||||
Weighted-average common shares outstanding for diluted earnings per share | 172,472,636 | 170,142,974 | 173,105,217 | 169,899,581 | |||||||||
Basic and diluted earnings per share: | |||||||||||||
Basic earnings per share | $ | 0.60 | $ | 0.53 | $ | 1.21 | $ | 0.78 | |||||
Diluted earnings per share | $ | 0.59 | $ | 0.52 | $ | 1.18 | $ | 0.77 | |||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | ' | ||||||||||||
30-Jun-14 | |||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||
(in millions) | |||||||||||||
Financial Assets Measured at Fair Value on a Recurring Basis | |||||||||||||
Financial investments, at fair value(1) | $ | 203 | $ | 186 | $ | 17 | $ | - | |||||
Default fund and margin deposit investments(2) | 2,484 | 792 | 1,692 | - | |||||||||
Total | $ | 2,687 | $ | 978 | $ | 1,709 | $ | - | |||||
31-Dec-13 | |||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||
(in millions) | |||||||||||||
Financial Assets Measured at Fair Value on a Recurring Basis | |||||||||||||
Financial investments, at fair value(1) | $ | 189 | $ | 189 | $ | - | $ | - | |||||
Default fund and margin deposit investments(2) | 1,867 | 774 | 1,093 | - | |||||||||
Total | $ | 2,056 | $ | 963 | $ | 1,093 | $ | - | |||||
(1)As of June 30, 2014 and December 31, 2013, Level 1 financial investments, at fair value were primarily comprised of trading securities, mainly Swedish government debt securities. Of these securities, $172 million as of June 30, 2014 and $167 million as of December 31, 2013 are assets utilized to meet regulatory capital requirements primarily for clearing operations at NASDAQ OMX Nordic Clearing. As of June 30, 2014, Level 2 financial investments, at fair value were primarily comprised of available-for-sale securities in short-term commercial paper. | |||||||||||||
(2)Default fund and margin deposit investments include cash contributions invested by NASDAQ OMX Nordic Clearing, in accordance with its investment policy, either in highly rated government debt securities or reverse repurchase agreements with highly rated government debt securities as collateral. Of the total balance of $2,579 million recorded in the Condensed Consolidated Balance Sheets as of June 30, 2014, $1,692 million of cash contributions have been invested in reverse repurchase agreements and $792 million of cash contributions have been invested in highly rated government debt securities and time deposits. The remainder of this balance is held in cash. Of the total balance of $1,961 million recorded in the Condensed Consolidated Balance Sheets as of December 31, 2013, $1,093 million of cash contributions were invested in reverse repurchase agreements and $774 million of cash contributions were invested in highly rated government debt securities. The remainder of this balance is held in cash. | |||||||||||||
Clearing_Operations_Tables
Clearing Operations (Tables) | 6 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Clearing Operations [Abstract] | ' | |||||||||
Schedule of Clearing Member Default Fund Contributions | ' | |||||||||
30-Jun-14 | ||||||||||
Cash Contributions(1)(2) | Non-Cash Contributions | Total Contributions | ||||||||
(in millions) | ||||||||||
Default fund contributions | $ | 318 | $ | 72 | $ | 390 | ||||
Margin deposits | 2,261 | 7,052 | 9,313 | |||||||
Total | $ | 2,579 | $ | 7,124 | $ | 9,703 | ||||
(1)As of June 30, 2014, in accordance with its investment policy, NASDAQ OMX Nordic Clearing has invested cash contributions of $1,692 million in reverse repurchase agreements and $792 million in highly rated government debt securities and time deposits. The remainder of this balance is held in cash. | ||||||||||
(2)Pursuant to clearing member agreements, we pay interest on cash contributions to clearing members. | ||||||||||
Schedule of Derivative Contracts Outstanding | ' | |||||||||
The market value of derivative contracts outstanding prior to netting was as follows: | ||||||||||
30-Jun-14 | ||||||||||
(in millions) | ||||||||||
Commodity options, futures and forwards(1)(2)(3) | $ | 1,550 | ||||||||
Fixed-income options and futures(2)(3) | 574 | |||||||||
Stock options and futures(2)(3) | 136 | |||||||||
Index options and futures(2)(3) | 215 | |||||||||
Seafood options and futures(2)(3) | 42 | |||||||||
Total | $ | 2,517 | ||||||||
(1)We determined the fair value of our forward contracts using standard valuation models that were based on market-based observable inputs including LIBOR rates and the spot price of the underlying instrument. | ||||||||||
(2)We determined the fair value of our option contracts using standard valuation models that were based on market-based observable inputs including implied volatility, interest rates and the spot price of the underlying instrument. | ||||||||||
(3)We determined the fair value of our futures contracts based upon quoted market prices and average quoted market yields. | ||||||||||
Schedule of Derivative Contracts Cleared | ' | |||||||||
The total number of derivative contracts cleared through NASDAQ OMX Nordic Clearing for the six months ended June 30, 2014 and 2013 was as follows: | ||||||||||
30-Jun-14 | 30-Jun-13 | |||||||||
Commodity options, futures and forwards(1) | 984,177 | 1,669,004 | ||||||||
Fixed-income options and futures | 10,681,467 | 15,973,955 | ||||||||
Stock options and futures | 17,262,098 | 15,693,325 | ||||||||
Index options and futures | 19,668,100 | 20,967,610 | ||||||||
Seafood options and futures | 42,468 | 1,000 | ||||||||
Total | 48,638,310 | 54,304,894 | ||||||||
(1)The total volume in cleared power related to commodity contracts was 774 Terawatt hours (TWh) for the six months ended June 30, 2014 and 884 TWh for the six months ended June 30, 2013. | ||||||||||
Business_Segments_Tables
Business Segments (Tables) | 6 Months Ended | ||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||
Text Block [Abstract] | ' | ||||||||||||||||||
Schedule of Operating Segments | ' | ||||||||||||||||||
The following table presents certain information regarding these operating segments for the three and six months ended June 30, 2014 and 2013. | |||||||||||||||||||
Market Services | Listing Services | Information Services | Technology Solutions | Corporate Items and Eliminations | Consolidated | ||||||||||||||
(in millions) | |||||||||||||||||||
Three Months Ended June 30, 2014 | |||||||||||||||||||
Total revenues | $ | 544 | $ | 60 | $ | 123 | $ | 138 | $ | - | $ | 865 | |||||||
Cost of revenues | -342 | - | - | - | - | -342 | |||||||||||||
Revenues less transaction rebates, brokerage, clearance and exchange fees | 202 | 60 | 123 | 138 | - | 523 | |||||||||||||
Operating income (loss)(1) | $ | 89 | $ | 24 | $ | 91 | $ | 11 | $ | -24 | $ | 191 | |||||||
Three Months Ended June 30, 2013 | |||||||||||||||||||
Total revenues | $ | 553 | $ | 58 | $ | 107 | $ | 96 | $ | - | $ | 814 | |||||||
Cost of revenues | -363 | - | - | - | - | -363 | |||||||||||||
Revenues less transaction rebates, brokerage, clearance and exchange fees | 190 | 58 | 107 | 96 | - | 451 | |||||||||||||
Operating income (loss)(2) | $ | 75 | $ | 23 | $ | 79 | $ | 7 | $ | -25 | $ | 159 | |||||||
Six Months Ended June 30, 2014 | |||||||||||||||||||
Total revenues | $ | 1,126 | $ | 117 | $ | 246 | $ | 273 | $ | - | $ | 1,762 | |||||||
Cost of revenues | -710 | - | - | - | - | -710 | |||||||||||||
Revenues less transaction rebates, brokerage, clearance and exchange fees | 416 | 117 | 246 | 273 | - | 1,052 | |||||||||||||
Operating income (loss)(3) | $ | 183 | $ | 46 | $ | 181 | $ | 19 | $ | -54 | $ | 375 | |||||||
Six Months Ended June 30, 2013 | |||||||||||||||||||
Total revenues | $ | 1,060 | $ | 113 | $ | 212 | $ | 172 | $ | - | $ | 1,557 | |||||||
Cost of revenues | -688 | - | - | - | - | -688 | |||||||||||||
Revenues less transaction rebates, brokerage, clearance and exchange fees | 372 | 113 | 212 | 172 | - | 869 | |||||||||||||
Operating income (loss)(4) | $ | 149 | $ | 47 | $ | 159 | $ | 10 | $ | -116 | $ | 249 | |||||||
(1) Corporate items and eliminations for the three months ended June 30, 2014 primarily include merger and strategic initiatives expense of $14 million primarily related to the acquisition of the TR Corporate Solutions businesses and other strategic initiatives and a loss on extinguishment of debt of $9 million. | |||||||||||||||||||
(2) Corporate items and eliminations for the three months ended June 30, 2013 primarily include merger and strategic initiatives expense of $25 million primarily related to the acquisitions of eSpeed and the TR Corporate Solutions businesses. | |||||||||||||||||||
(3) Corporate items and eliminations for the six months ended June 30, 2014 primarily include merger and strategic initiatives expense of $42 million primarily related to the acquisition of the TR Corporate Solutions businesses and other strategic initiatives and a loss on debt extinguishment of $9 million. | |||||||||||||||||||
(4) Corporate items and eliminations for the six months ended June 30, 2013 primarily include expense related to the one-time program for voluntary accommodations to qualifying members of up to $62 million. This program expanded the pool available to compensate members of The NASDAQ Stock Market for qualified losses arising directly from the system issues experienced with the Facebook IPO that occurred on May 18, 2012. Our liability was reduced to $44 million and payment of valid claims totaling $44 million was made in the fourth quarter of 2013. Corporate items and eliminations also include merger and strategic initiatives expense of $33 million primarily related to our acquisitions of eSpeed and the TR Corporate Solutions businesses, expense related to an SEC matter of $10 million, and restructuring charges of $9 million. | |||||||||||||||||||
Organization_and_Nature_of_Ope1
Organization and Nature of Operations (Details) (USD $) | 6 Months Ended |
In Trillions, unless otherwise specified | Jun. 30, 2014 |
item | |
segment | |
Organization and Nature of Operations [Abstract] | ' |
Operations in number of continents | 6 |
Total number of U.S. listed companies | 2,709 |
Approximate combined market capitalization, U.S. | $7.60 |
Total number of listed companies within Nordic and Baltic exchanges | 782 |
Approximate combined market capitalization, Nordic and Baltic | $1.30 |
Basis_of_Presentation_and_Prin2
Basis of Presentation and Principles of Consolidation (Details) (USD $) | 3 Months Ended | 6 Months Ended | 18 Months Ended | 42 Months Ended | 6 Months Ended | ||||
In Millions, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
FI | SE | SE | Minimum [Member] | Maximum [Member] | |||||
SE | SE | ||||||||
Income Tax Examination [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income tax benefit (expense) | $54 | $176 | $62 | $183 | ' | ' | ' | ' | ' |
Tax benefit | -61 | -47 | -114 | -64 | ' | ' | ' | ' | ' |
Tax Benefits recorded | ' | ' | ' | ' | -32 | ' | ' | ' | ' |
Recurring quarterly tax benefits | ' | ' | ' | ' | ' | ' | ' | 4 | 5 |
Income Tax Examination, Penalties and Interest Expense | ' | ' | ' | ' | 11 | ' | ' | ' | ' |
Foreign Income Tax Expense (Benefit), Continuing Operations | ' | ' | ' | ' | -21 | -24 | -16 | ' | ' |
Foreign income tax expense benefit, per diluted share | ' | ' | ' | ' | ' | $0.14 | ' | ' | ' |
Income Taxes Paid | ' | ' | ' | ' | 12 | ' | ' | ' | ' |
Taxes Payable, Current | ' | ' | ' | ' | $9 | ' | ' | ' | ' |
Restructuring_Charges_Narrativ
Restructuring Charges (Narrative) (Details) (USD $) | 6 Months Ended | |
In Millions, unless otherwise specified | Jun. 30, 2013 | Dec. 31, 2013 |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring and other charges | $9 | ' |
Number of positions eliminated | 31 | ' |
Severance [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring and other charges | 6 | ' |
Reserve, current | ' | 3 |
Facilities-related [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring and other charges | 1 | ' |
Reserve, current | ' | 1 |
Asset impairments [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring and other charges | 1 | ' |
Other Restructuring [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring and other charges | $1 | ' |
Restructuring_Charges_Summary_
Restructuring Charges (Summary of Restructuring Charges) (Details) (USD $) | 6 Months Ended |
In Millions, unless otherwise specified | Jun. 30, 2013 |
Restructuring Cost and Reserve [Line Items] | ' |
Total restructuring charges | $9 |
Severance [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Total restructuring charges | 6 |
Facilities-related [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Total restructuring charges | 1 |
Asset impairments [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Total restructuring charges | 1 |
Other Restructuring [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Total restructuring charges | $1 |
Acquisitions_and_Divestitures_1
Acquisitions and Divestitures (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||
In Millions, except Share data, unless otherwise specified | Mar. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Apr. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Sep. 30, 2011 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | 31-May-13 | 31-May-13 | 31-May-13 | Apr. 30, 2013 | Jun. 28, 2013 | Jun. 28, 2013 | Jun. 28, 2013 | Jun. 28, 2013 |
3.875% senior unsecured notes due June 7, 2021 [Member] | 2011 Credit Facility [Member] | 2011 Credit Facility [Member] | Customer relationships [Member] | Customer relationships [Member] | Technology [Member] | Technology [Member] | BWise [Member] | TR Businesses [Member] | TR Businesses [Member] | TR Businesses [Member] | TOM [Member] | eSpeed [Member] | eSpeed [Member] | eSpeed [Member] | eSpeed [Member] | ||||||
Customer relationships [Member] | Technology [Member] | Customer relationships [Member] | Technology [Member] | Trade Names [Member] | |||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $366 | ' | ' | ' | $1,239 | ' | ' | ' |
Net assets acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -37 | ' | ' | ' | 5 | ' | ' | ' |
Purchased Intangible Assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 91 | ' | ' | ' | 715 | 121 | 16 | 578 |
Percentage of acquired ownership interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28.00% | ' | ' | ' | 25.00% | 100.00% | ' | ' | ' |
Purchase consideration includes working capital adjustments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 390 | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, cash paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 366 | ' | ' | ' | 755 | ' | ' | ' |
Business acquisition, working capital adjustments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24 | ' | ' | ' | ' | ' | ' | ' |
Finite-lived Intangible Assets Acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 91 | 89 | 2 | ' | ' | ' | ' | ' |
Contingent future issuance of common stock, amount | ' | ' | ' | 484 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 484 | ' | ' | ' |
Contingent future issuance of common stock, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 992,247 | ' | ' | ' |
Consolidated Amount of Revenue required to triger annual issuance of NASDAQ OMX common stock | ' | 25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, interest rate | ' | ' | ' | ' | ' | 3.88% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Maturity Date | ' | ' | ' | ' | ' | 7-Jun-21 | ' | 19-Sep-16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquired Finite Lived Intangible Assets Weighted Average Useful Life | ' | ' | ' | ' | ' | ' | ' | ' | '19 years | '19 years | '5 years | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchased goodwill | ' | 6,068 | 6,186 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 312 | ' | ' | ' | 519 | ' | ' | ' |
Option to acquire additional ownership percentage | ' | ' | ' | ' | 25.10% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncash Merger Related Costs | 18 | 20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Cost and Expense Disclosure, Operating | ' | '$19 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, additional borrowings | ' | ' | ' | ' | ' | ' | $25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisitions_and_Divestitures_2
Acquisitions and Divestitures (Schedule Of Acquisition) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 28, 2013 | 31-May-13 |
In Millions, unless otherwise specified | eSpeed [Member] | TR Businesses [Member] | ||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Purchase consideration | ' | ' | $1,239 | $366 |
Net assets acquired | ' | ' | 5 | -37 |
Purchased Intangible Assets | ' | ' | 715 | 91 |
Goodwill | $6,068 | $6,186 | $519 | $312 |
Goodwill_and_Purchased_Intangi2
Goodwill and Purchased Intangible Assets (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Goodwill [Line Items] | ' | ' | ' | ' |
Goodwill expected to be deductible in future periods | $844 | ' | $844 | ' |
Amortization expense for purchased finite-lived intangible assets | 18 | 13 | 36 | 26 |
Non-cash intangible asset impairment charges | ' | ' | ' | 10 |
Customer relationships [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Non-cash intangible asset impairment charges | ' | ' | ' | 7 |
Trade Names [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Non-cash intangible asset impairment charges | ' | ' | ' | 3 |
eSpeed [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Goodwill expected to be deductible in future periods | 484 | ' | 484 | ' |
TR Businesses [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Goodwill expected to be deductible in future periods | $289 | ' | $289 | ' |
Goodwill_and_Purchased_Intangi3
Goodwill and Purchased Intangible Assets (Schedule of Changes in Goodwill) (Details) (USD $) | 6 Months Ended |
In Millions, unless otherwise specified | Jun. 30, 2014 |
Goodwill [Line Items] | ' |
Balance | $6,186 |
Foreign currency translation adjustment | -118 |
Balance | 6,068 |
Market Services [Member] | ' |
Goodwill [Line Items] | ' |
Balance | 3,433 |
Foreign currency translation adjustment | -66 |
Balance | 3,367 |
Listing Services [Member] | ' |
Goodwill [Line Items] | ' |
Balance | 136 |
Foreign currency translation adjustment | -1 |
Balance | 135 |
Information Services [Member] | ' |
Goodwill [Line Items] | ' |
Balance | 2,019 |
Foreign currency translation adjustment | -39 |
Balance | 1,980 |
Technology Solutions [Member] | ' |
Goodwill [Line Items] | ' |
Balance | 598 |
Foreign currency translation adjustment | -12 |
Balance | $586 |
Goodwill_and_Purchased_Intangi4
Goodwill and Purchased Intangible Assets (Finite-Lived and Indefinite-Lived Intangible Assets) (Details) (USD $) | 6 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Total finite-lived intangible assets, Gross Amount | $1,106 | $1,122 |
Accumulated Amortization | -338 | -307 |
Total | 768 | 815 |
Total indefinite-lived intangible assets, Net Amount | 1,545 | 1,571 |
Total Intangible Assets, Gross Amount | 2,651 | 2,693 |
Total Intangible Assets, Net Amount | 2,313 | 2,386 |
Exchange and clearing registrations [Member] | ' | ' |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Total indefinite-lived intangible assets, Net Amount | 790 | 790 |
Trade Names [Member] | ' | ' |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Total indefinite-lived intangible assets, Net Amount | 756 | 756 |
Licenses [Member] | ' | ' |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Total indefinite-lived intangible assets, Net Amount | 51 | 51 |
Foreign currency translation adjustment [Member] | ' | ' |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Total indefinite-lived intangible assets, Net Amount | -52 | -26 |
Technology [Member] | ' | ' |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Total finite-lived intangible assets, Gross Amount | 37 | 39 |
Accumulated Amortization | -14 | -12 |
Total | 23 | 27 |
Total finite-lived intangible assets, Weighted-Average Useful Life (in Years) | '5 years | '5 years |
Customer relationships [Member] | ' | ' |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Total finite-lived intangible assets, Gross Amount | 1,075 | 1,075 |
Accumulated Amortization | -325 | -292 |
Total | 750 | 783 |
Total finite-lived intangible assets, Weighted-Average Useful Life (in Years) | '19 years | '19 years |
Other [Member] | ' | ' |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Total finite-lived intangible assets, Gross Amount | 6 | 5 |
Accumulated Amortization | -3 | -3 |
Total | 3 | 2 |
Total finite-lived intangible assets, Weighted-Average Useful Life (in Years) | '8 years | '8 years |
Foreign currency translation adjustment [Member] | ' | ' |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Total finite-lived intangible assets, Gross Amount | -12 | 3 |
Accumulated Amortization | 4 | ' |
Total | ($8) | $3 |
Goodwill_and_Purchased_Intangi5
Goodwill and Purchased Intangible Assets (Estimated Future Amortization Expense) (Details) (USD $) | Mar. 31, 2014 | |
In Millions, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |
2014 | $35 | [1] |
2015 | 69 | |
2016 | 67 | |
2017 | 65 | |
2018 | 61 | |
2019 and thereafter | 479 | |
Total | $776 | |
[1] | Represents the estimated amortization to be recognized for the remaining six months of 2014. |
Investments_Details
Investments (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2014 |
In Millions, unless otherwise specified | LCH Invetment [Member] | LCH Invetment [Member] | Borsa Istanbul Cost Method Investment[Member] | Foreign Government Debt Securities [Member] | Foreign Government Debt Securities [Member] | EMCF [Member] | EuroCCP [Member] | ||
Investments, Debt and Securities [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Trading securities | $186 | $189 | ' | ' | ' | $172 | $167 | ' | ' |
Equity Method Investment Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | 22.00% | 25.00% |
Available for sale, fair value | 17 | ' | ' | ' | ' | ' | ' | ' | ' |
Equity method investments | 28 | 30 | ' | ' | ' | ' | ' | ' | ' |
Carrying cost of Investment | $144 | ' | ' | $65 | $75 | ' | ' | ' | ' |
Cost Method Investment Ownership Percentage | ' | ' | 5.00% | 5.00% | 5.00% | ' | ' | ' | ' |
Deferred_Revenue_Estimated_Def
Deferred Revenue (Estimated Deferred Revenue) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | |
In Millions, unless otherwise specified | |||||
Deferred Revenue Arrangement [Line Items] | ' | ' | ' | ' | |
2014 | $180 | [1] | ' | ' | ' |
2015 | 84 | ' | ' | ' | |
2016 | 60 | ' | ' | ' | |
2017 | 51 | ' | ' | ' | |
2018 | 42 | ' | ' | ' | |
2019 and thereafter | 45 | ' | ' | ' | |
Deferred revenue estimated revenue to be recognized | 462 | 294 | 368 | 295 | |
Initial Listing Revenues [Member] | ' | ' | ' | ' | |
Deferred Revenue Arrangement [Line Items] | ' | ' | ' | ' | |
2014 | 7 | [1] | ' | ' | ' |
2015 | 12 | ' | ' | ' | |
2016 | 10 | ' | ' | ' | |
2017 | 8 | ' | ' | ' | |
2018 | 6 | ' | ' | ' | |
2019 and thereafter | 5 | ' | ' | ' | |
Deferred revenue estimated revenue to be recognized | 48 | 41 | 37 | 36 | |
Listing of Additional Shares Revenues [Member] | ' | ' | ' | ' | |
Deferred Revenue Arrangement [Line Items] | ' | ' | ' | ' | |
2014 | 18 | [1] | ' | ' | ' |
2015 | 29 | ' | ' | ' | |
2016 | 20 | ' | ' | ' | |
2017 | 11 | ' | ' | ' | |
2018 | 2 | ' | ' | ' | |
Deferred revenue estimated revenue to be recognized | 80 | 75 | 76 | 78 | |
Annual Renewal and Other Revenues [Member] | ' | ' | ' | ' | |
Deferred Revenue Arrangement [Line Items] | ' | ' | ' | ' | |
2014 | 98 | [1] | ' | ' | ' |
2015 | 2 | ' | ' | ' | |
Deferred revenue estimated revenue to be recognized | 100 | 20 | 98 | 32 | |
Technology Solutions [Member] | ' | ' | ' | ' | |
Deferred Revenue Arrangement [Line Items] | ' | ' | ' | ' | |
2014 | 57 | [1],[2] | ' | ' | ' |
2015 | 41 | [2] | ' | ' | ' |
2016 | 30 | [2] | ' | ' | ' |
2017 | 32 | [2] | ' | ' | ' |
2018 | 34 | [2] | ' | ' | ' |
2019 and thereafter | 40 | [2] | ' | ' | ' |
Deferred revenue estimated revenue to be recognized | $234 | [2] | $158 | $157 | $149 |
[1] | Represents deferred revenue that is anticipated to be recognized over the remaining six months of 2014. | ||||
[2] | The timing of recognition of our deferred Technology Solutions revenues is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing Market Technology contracts and the timing of Corporate Solutions subscription-based contracts. As such, as it relates to Market Technology revenues, the timing represents our best estimate. |
Deferred_Revenue_Changes_in_De
Deferred Revenue (Changes in Deferred Revenue) (Details) (USD $) | 6 Months Ended | |||
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | ||
Deferred Revenue Arrangement [Line Items] | ' | ' | ||
Balance | $294 | $295 | ||
Additions | 559 | [1] | 279 | [1] |
Amortization | -385 | [1] | -202 | [1] |
Translation adjustment | -6 | -4 | ||
Balance | 462 | 368 | ||
Initial Listing Revenues [Member] | ' | ' | ||
Deferred Revenue Arrangement [Line Items] | ' | ' | ||
Balance | 41 | 36 | ||
Additions | 13 | [1] | 8 | [1] |
Amortization | -6 | [1] | -7 | [1] |
Balance | 48 | 37 | ||
Listing of Additional Shares Revenues [Member] | ' | ' | ||
Deferred Revenue Arrangement [Line Items] | ' | ' | ||
Balance | 75 | 78 | ||
Additions | 25 | [1] | 18 | [1] |
Amortization | -20 | [1] | -20 | [1] |
Balance | 80 | 76 | ||
Annual Renewal and Other Revenues [Member] | ' | ' | ||
Deferred Revenue Arrangement [Line Items] | ' | ' | ||
Balance | 20 | 32 | ||
Additions | 201 | [1] | 190 | [1] |
Amortization | -120 | [1] | -118 | [1] |
Translation adjustment | -1 | -6 | ||
Balance | 100 | 98 | ||
Technology Solutions [Member] | ' | ' | ||
Deferred Revenue Arrangement [Line Items] | ' | ' | ||
Balance | 158 | 149 | ||
Additions | 320 | [1] | 63 | [1] |
Amortization | -239 | [1] | -57 | [1] |
Translation adjustment | -5 | 2 | ||
Balance | 234 | [2] | 157 | |
Borsa Istanbul Cost Method Investment[Member] | ' | ' | ||
Deferred Revenue Arrangement [Line Items] | ' | ' | ||
Additions | $75 | ' | ||
[1] | The additions and amortization for initial listing revenues, listing of additional shares revenues and annual renewal and other revenues primarily reflect revenues from our U.S. listing services business. The additions to Technology Solutions revenues during the six months ended June 30, 2014 include $75 million related to the Borsa Istanbul market technology agreement. See bCost Method Investments,b of Note 6, bInvestments,b for further discussion. | |||
[2] | The timing of recognition of our deferred Technology Solutions revenues is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing Market Technology contracts and the timing of Corporate Solutions subscription-based contracts. As such, as it relates to Market Technology revenues, the timing represents our best estimate. |
Debt_Obligations_Narrative_Det
Debt Obligations (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | ||||||||||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jan. 31, 2010 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2010 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Sep. 30, 2011 | Jun. 30, 2014 | Sep. 30, 2011 | Sep. 30, 2011 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | |||||
Senior Unsecured Notes [Member] | Senior Unsecured Notes [Member] | Quarterly payments [Member] | Optional payments [Member] | 4.00% Senior Notes Due 2015 [Member] | 5.55% Senior Notes Due 2020 [Member] | 5.25% Senior Unsecured Notes Due January 16, 2018 [Member] | 5.25% Senior Unsecured Notes Due January 16, 2018 [Member] | 4.25% Senior Unsecured Notes Due June, 1 2024 [Member] | 4.25% Senior Unsecured Notes Due June, 1 2024 [Member] | 2011 Credit Facility [Member] | 2011 Credit Facility [Member] | 2011 Credit Facility [Member] | 2011 Credit Facility [Member] | 2011 Credit Facility [Member] | Clearinghouse Credit Facilities [Member] | Clearinghouse Credit Facilities [Member] | 3.875% senior unsecured notes due June 7, 2021 [Member] | 3.875% senior unsecured notes due June 7, 2021 [Member] | ||||||||||
2016 Term Loan [Member] | Revolving Credit Facility [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Debt instrument, principal outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | $400,000,000 | $600,000,000 | ' | ' | $500,000,000 | $500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Debt instrument, interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.55% | ' | 5.25% | 4.25% | 4.25% | ' | ' | ' | ' | ' | ' | ' | 3.88% | ' | ||||
Debt instrument, maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15-Jan-20 | 16-Jan-18 | ' | ' | 1-Jun-24 | ' | 19-Sep-16 | ' | ' | ' | ' | ' | 7-Jun-21 | ' | ||||
Debt instrument, face amount | ' | ' | ' | ' | ' | ' | 1,000,000,000 | ' | ' | ' | ' | 370,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Debt issuance costs | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | 3,000,000 | 4,000,000 | 4,000,000 | ' | ' | 5,000,000 | ' | ' | ' | ' | 7,000,000 | ' | ||||
Total debt obligations | 2,408,000,000 | ' | 2,408,000,000 | ' | 2,634,000,000 | ' | ' | ' | ' | ' | 599,000,000 | ' | 368,000,000 | 498,000,000 | [1] | 498,000,000 | [1] | ' | ' | ' | ' | ' | ' | ' | 820,000,000 | [1] | 824,000,000 | [1] |
Debt instrument, interest rate, maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.25% | 6.25% | ' | ' | ' | ' | ' | ' | ' | ' | 5.88% | ' | ||||
Percentage of aggregate principal owed upon triggering event | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 101.00% | 101.00% | ' | ' | ' | ' | ' | ' | ' | ' | 101.00% | ' | ||||
Credit facility, borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000,000 | 1,200,000,000 | 450,000,000 | 750,000,000 | 317,000,000 | 312,000,000 | ' | ' | ||||
Line of credit, outstanding amount | ' | ' | ' | ' | 11,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 11,000,000 | ' | ' | ||||
Other Comprehensive Income Loss Foreign Currency Transaction And Translation Adjustment Before Tax | -124,000,000 | -110,000,000 | -137,000,000 | -152,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ||||
Proceed from term loan | ' | ' | 523,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 498,000,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Credit facility, additional borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Credit facility, available capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 750,000,000 | ' | ' | ' | ' | ' | ' | ||||
Repayment of loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 450,000,000 | ' | ' | ' | ' | ' | ' | ' | ||||
Debt Instrument Decrease Repayments | ' | ' | 749,000,000 | ' | ' | ' | ' | -22,000,000 | -204,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | [1] | ' | |||
Line of credit facility, available liquidity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 227,000,000 | 219,000,000 | ' | ' | ||||
Credit facility satisfy regulatory requirements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $90,000,000 | $93,000,000 | ' | ' | ||||
[1] | See bSenior Unsecured Notesb below for further discussion. |
Debt_Obligations_Changes_in_De
Debt Obligations (Changes in Debt Obligations) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | |||
Debt Instrument [Line Items] | ' | ' | ' | |||
Total debt obligations | $2,408 | $2,408 | $2,634 | |||
Less current portion | ' | ' | -45 | |||
Total long-term debt obligations | 2,408 | 2,408 | 2,589 | |||
Proceed from term loan | ' | 523 | ' | |||
Payments Of Debt Extinguishment Costs | 9 | 9 | ' | |||
Payments, Conversions, Accretion and Other | ' | -749 | ' | |||
4.00% senior unsecured notes due January 15, 2015 [Member] | ' | ' | ' | |||
Debt Instrument [Line Items] | ' | ' | ' | |||
Total debt obligations | ' | ' | 400 | |||
Payments, Conversions, Accretion and Other | ' | -400 | ' | |||
5.55% senior unsecured notes due January 15, 2020 [Member] | ' | ' | ' | |||
Debt Instrument [Line Items] | ' | ' | ' | |||
Total debt obligations | 599 | [1] | 599 | [1] | 598 | [1] |
Payments, Conversions, Accretion and Other | ' | 1 | [1] | ' | ||
5.25% senior unsecured notes due January 16, 2018 [Member] | ' | ' | ' | |||
Debt Instrument [Line Items] | ' | ' | ' | |||
Total debt obligations | 368 | [1] | 368 | [1] | 368 | [1] |
3.875% senior unsecured notes due June 7, 2021 [Member] | ' | ' | ' | |||
Debt Instrument [Line Items] | ' | ' | ' | |||
Total debt obligations | 820 | [1] | 820 | [1] | 824 | [1] |
Payments, Conversions, Accretion and Other | ' | -4 | [1] | ' | ||
4.25% Senior Unsecured Notes Due June, 1 2024 [Member] | ' | ' | ' | |||
Debt Instrument [Line Items] | ' | ' | ' | |||
Total debt obligations | 498 | [1] | 498 | [1] | ' | |
Proceed from term loan | ' | 498 | [1] | ' | ||
Payments Of Debt Extinguishment Costs | 9 | ' | ' | |||
$450 million senior unsecured term loan facility credit agreement due September 19, 2016 [Member] | ' | ' | ' | |||
Debt Instrument [Line Items] | ' | ' | ' | |||
Total debt obligations | 123 | [2] | 123 | [2] | 349 | [2] |
Payments, Conversions, Accretion and Other | ' | -226 | [2] | ' | ||
$750 million revolving credit commitment due September 19, 2016 [Member] | ' | ' | ' | |||
Debt Instrument [Line Items] | ' | ' | ' | |||
Total debt obligations | ' | ' | 95 | [2] | ||
Proceed from term loan | ' | 25 | [2] | ' | ||
Payments, Conversions, Accretion and Other | ' | -120 | [2] | ' | ||
Debt Current [Member] | ' | ' | ' | |||
Debt Instrument [Line Items] | ' | ' | ' | |||
Less current portion | ' | ' | -45 | |||
Payments, Conversions, Accretion and Other | ' | 45 | ' | |||
Debt Non Current [Member] | ' | ' | ' | |||
Debt Instrument [Line Items] | ' | ' | ' | |||
Total long-term debt obligations | 2,408 | 2,408 | 2,589 | |||
Proceed from term loan | ' | 523 | ' | |||
Payments, Conversions, Accretion and Other | ' | ($704) | ' | |||
[1] | See bSenior Unsecured Notesb below for further discussion. | |||||
[2] | See b2011 Credit Facilityb below for further discussion. |
Debt_Obligations_Changes_in_De1
Debt Obligations (Changes in Debt Obligations Additional Information) (Details) (USD $) | 6 Months Ended | 1 Months Ended | 6 Months Ended | |||||
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2011 | Jun. 30, 2014 | Jun. 30, 2014 |
4.00% senior unsecured notes due January 15, 2015 [Member] | 5.55% senior unsecured notes due January 15, 2020 [Member] | 5.25% senior unsecured notes due January 16, 2018 [Member] | $450 million senior unsecured term loan facility credit agreement due September 19, 2016 [Member] | $750 million revolving credit commitment due September 19, 2016 [Member] | 2011 Credit Facility [Member] | 2011 Credit Facility [Member] | 3.875% senior unsecured notes due June 7, 2021 [Member] | |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, interest rate | 4.00% | 5.55% | 5.25% | ' | ' | ' | ' | 3.88% |
Debt instrument, maturity date | 18-Jun-14 | 15-Jan-20 | 16-Jan-18 | 19-Sep-16 | 19-Sep-16 | 19-Sep-16 | ' | 7-Jun-21 |
Debt instrument, principal outstanding | ' | ' | ' | $450 | ' | ' | ' | ' |
Debt Instrument, interest rate during period | ' | ' | ' | 1.53% | 1.34% | ' | ' | ' |
Credit facility, borrowing capacity | ' | ' | ' | ' | $750 | $1,200 | $1,200 | ' |
Employee_Benefits_Narrative_De
Employee Benefits (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Benefit cost | ' | $2 | $1 | $3 |
Common stock shares reserved for future issuance | 7.2 | ' | 7.2 | ' |
Compensation expenses | 1 | 1 | 2 | 1 |
Savings Plan [Member] | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Defined contributions plan expense | 2 | 1 | 5 | 3 |
Employer retirement contributions [Member] | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Defined contributions plan expense | 1 | ' | 1 | 1 |
Non-U.S. Benefit Plans [Member] | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Cost or expenses included in compensation and benefit expense | $5 | $5 | $10 | $10 |
Pension [Member] | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Percentage of employer contributions | ' | ' | 100.00% | ' |
Percentage of eligible employee contributions receiving employer contributions | ' | ' | 6.00% | 4.00% |
Share-based compensation [Member] | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Common stock shares reserved for future issuance | 2.9 | ' | 2.9 | ' |
Offering periods for ESPP shares, months | ' | ' | '6 months | ' |
Percentage of fair market value of common stock | ' | ' | 85.00% | ' |
Percentage of discount to employees on purchase of common stock under ESPP | ' | ' | 15.00% | ' |
Employee_Benefits_Components_o
Employee Benefits (Components of Net Periodic Benefit Cost) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Components of net periodic benefit cost | ' | ' | ' | ' |
Interest cost | $1 | $1 | $3 | $3 |
Expected return on plan assets | -1 | -1 | -3 | -3 |
Recognized net actuarial loss | ' | 1 | 1 | 2 |
Curtailment loss | ' | 1 | ' | 1 |
Net periodic benefit cost | ' | $2 | $1 | $3 |
ShareBased_Compensation_Narrat
Share-Based Compensation (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||
In Millions, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | ||
PSUs [Member] | PSUs [Member] | PSUs [Member] | PSUs [Member] | Restricted stock [Member] | Restricted stock and PSU's [Member] | Minimum [Member] | Maximum [Member] | |||||||
item | Chief executive officer's and executive vice presidents' [Member] | Senior vice presidents' [Member] | Restricted stock [Member] | Restricted stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Restricted stock vesting range | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '5 years | ||
General expiration period of stock options | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ||
Grant vesting period, expectation exceeds, years | ' | ' | ' | ' | ' | ' | ' | ' | 'third | ' | ' | ' | ||
Grant vesting period, expectation met, years | ' | ' | ' | ' | ' | ' | ' | ' | 'fourth | ' | ' | ' | ||
Grant vesting period, expectation not met, years | ' | ' | ' | ' | ' | ' | ' | ' | 'fifth | ' | ' | ' | ||
Percentage of target amount granted, minimum | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ||
Percentage of target amount granted, maximum | ' | ' | ' | ' | ' | 150.00% | ' | ' | ' | ' | ' | ' | ||
Chief executive officer's and executive vice presidents' long-term stock-based compensation | ' | ' | ' | ' | ' | ' | 100.00% | 50.00% | ' | ' | ' | ' | ||
Performance period (year) | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ||
Number of peer groups | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ||
Performance-based long-term incentive program weighted percentage | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ||
Minimum payout | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ||
Maximum payout | ' | ' | ' | ' | ' | 200.00% | ' | ' | ' | ' | ' | ' | ||
Grants received by certain executive officers and a select group of non officer employees | ' | ' | 812,985 | ' | 548,524 | 264,461 | ' | ' | ' | ' | ' | ' | ||
Additional PSU's Granted | ' | ' | ' | ' | 64,330 | ' | ' | ' | ' | ' | ' | ' | ||
Common stock shares reserved for future issuance | 7,200,000 | ' | 7,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
ESPP discount from market price | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Net cash proceeds from the exercise of stock options | $6 | $10 | $13 | $15 | ' | ' | ' | ' | ' | ' | ' | ' | ||
Stock options exercised in period | 327,799 | 1,181,764 | 694,914 | [1] | 1,559,189 | ' | ' | ' | ' | ' | ' | ' | ' | |
Stock options, exercisable | 4,188,474 | [1] | 3,700,000 | 4,188,474 | [1] | 3,700,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average exercise price | $26.31 | $24.88 | $26.31 | $24.88 | ' | ' | ' | ' | ' | ' | ' | ' | ||
Total fair value of stock option vested | ' | ' | 11 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Total pre-tax intrinsic value of stock options exercised | 6 | 27 | 14 | 33 | ' | ' | ' | ' | ' | ' | ' | ' | ||
Stock options, granted | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Closing stock price | $38.62 | ' | $38.62 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Total number of in-the-money stock options exercisable | 4,100,000 | ' | 4,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Total unrecognized compensation cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | $114 | ' | ' | ||
Weighted-average period unrecognized compensation cost is expected to be recognized, in years | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year 9 months 18 days | ' | ' | ||
[1] | No stock option awards were granted during the three and six months ended June 30, 2014. |
ShareBased_Compensation_Summar
Share-Based Compensation (Summary of Share-Based Compensation Expense) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Share-Based Compensation [Abstract] | ' | ' | ' | ' |
Share-based compensation expense before income taxes | $16 | $9 | $30 | $18 |
Income tax benefit | -6 | -4 | -12 | -7 |
Share-based compensation expense after income taxes | $10 | $5 | $18 | $11 |
ShareBased_Compensation_Summar1
Share-Based Compensation (Summary of Stock Option Activity) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
In Millions, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |||
Share-Based Compensation [Abstract] | ' | ' | ' | ' | ' | |||
Number of Stock Options Outstanding, Beginning of period | ' | ' | 4,926,522 | [1] | ' | ' | ||
Number of Stock Options, Exercised | -327,799 | -1,181,764 | -694,914 | [1] | -1,559,189 | ' | ||
Number of Stock Options, Forfeited or expired | ' | ' | -29,005 | [1] | ' | ' | ||
Number of Stock Options Outstanding, End of period | 4,202,603 | [1] | ' | 4,202,603 | [1] | ' | 4,926,522 | [1] |
Stock options, exercisable | 4,188,474 | [1] | 3,700,000 | 4,188,474 | [1] | 3,700,000 | ' | |
Weighted-Average Exercise Price, Outstanding Beginning of period | ' | ' | $25.21 | ' | ' | |||
Weighted-Average Exercise Price, Exercised | ' | ' | $18.81 | ' | ' | |||
Weighted-Average Exercise Price, Forfeited or expired | ' | ' | $23.31 | ' | ' | |||
Weighted-Average Exercise Price, Outstanding End of period | $26.29 | ' | $26.29 | ' | $25.21 | |||
Weighted-average exercise price | $26.31 | $24.88 | $26.31 | $24.88 | ' | |||
Options Outstanding, Weighted-Average Remaining Contractual Term, outstanding (in years) | ' | ' | '4 years 4 months 28 days | ' | '4 years 11 months 19 days | |||
Aggregate Intrinsic Value, Options Outstanding | $53 | ' | $53 | ' | $73 | |||
Options Outstanding, Weighted-Average Remaining Contractual Term, exercisable (in years) | ' | ' | '4 years 4 months 24 days | ' | ' | |||
Aggregate Intrinsic Value, Exercisable | $52 | ' | $52 | ' | ' | |||
Stock options, granted | ' | ' | 0 | ' | ' | |||
[1] | No stock option awards were granted during the three and six months ended June 30, 2014. |
ShareBased_Compensation_Summar2
Share-Based Compensation (Summary of Restricted Stock and PSU Activity) (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | ||
Restricted stock [Member] | ' | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |
Number of Awards, Unvested balances | 3,826,470 | |
Number of Awards, Granted | 1,194,225 | [1] |
Number of Awards, Vested | -1,469,298 | |
Number of Awards, Forfeited | -156,882 | |
Number of Awards, Unvested balances | 3,394,515 | |
Weighted-Average Grant Date Fair Value, Unvested balances | $25.96 | |
Weighted-Average Grant Date Fair Value, Granted | $36.86 | |
Weighted-Average Grant Date Fair Value, Vested | $23.06 | |
Weighted-Average Grant Date Fair Value, Forfeited | $28.53 | |
Weighted-Average Grant Date Fair Value, Unvested balances | $30.95 | |
PSUs [Member] | ' | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |
Number of Awards, Unvested balances | 1,915,601 | |
Number of Awards, Granted | 877,315 | [2] |
Number of Awards, Vested | -56,659 | |
Number of Awards, Forfeited | -106,263 | |
Number of Awards, Unvested balances | 2,629,994 | |
Weighted-Average Grant Date Fair Value, Unvested balances | $30.03 | |
Weighted-Average Grant Date Fair Value, Granted | $40.53 | |
Weighted-Average Grant Date Fair Value, Vested | $25.28 | |
Weighted-Average Grant Date Fair Value, Forfeited | $30.16 | |
Weighted-Average Grant Date Fair Value, Unvested balances | $33.73 | |
[1] | Primarily reflects our company-wide equity grant issued in March 2014, as discussed above. | |
[2] | PSUs granted in 2014 reflect awards issued to certain officers, as described above. |
Sharedbased_Compensation_Sched
Shared-based Compensation (Schedule of Weighted- Average Assumptions Used to Determine Weighted-Average Fair Values (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ' | |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Risk Free Interest Rate | 0.79% | |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Volatility Rate | 29.10% | [1] |
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Weighted Average Grant Date Fair Value | $43.13 | |
[1] | We use historic volatility for PSU awards issued under the TSR program, as implied volatility cannot be used when simulating multivariate prices for companies in the S&P 500. |
Recovered_Sheet1
Nasdaq Omx Stockholders' Equity (Details) (USD $) | 3 Months Ended | 6 Months Ended | 6 Months Ended | 1 Months Ended | |||||
In Millions, except Share data, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2012 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jul. 31, 2014 |
Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Other Repurchases of Common Stock [Member] | Subsequent Event [Member] | ||||||
Stockholders Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | 300,000,000 | ' | 300,000,000 | ' | ' | ' | ' | ' |
Common stock, shares issued | ' | 216,640,867 | ' | 214,419,155 | ' | ' | ' | ' | ' |
Common stock, shares outstanding | ' | 168,588,156 | ' | 169,357,084 | ' | ' | ' | ' | ' |
Common stock holder voting rights, maximum percentage of the then-outstanding shares of NASDAQ OMX common stock | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' |
Common stock in treasury, shares | ' | 48,052,711 | ' | 45,062,071 | ' | ' | ' | ' | ' |
Share repurchase program, authorized amount | ' | ' | ' | ' | $300 | ' | ' | ' | ' |
Treasury shares acquired | ' | 2,557,920 | 321,000 | ' | ' | ' | ' | 590,310 | ' |
Average price of repurchased stock | ' | $36.46 | $31.12 | ' | ' | ' | ' | ' | ' |
Aggregate purchase price | ' | 93 | 10 | ' | ' | ' | ' | ' | ' |
Remaining authorized share repurchase amounts under repurchase program | ' | 122 | ' | ' | ' | ' | ' | ' | ' |
Cash paid for repurchase of common stock | ' | $93 | $10 | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | ' | 30,000,000 | ' | 30,000,000 | ' | ' | ' | ' | ' |
Preferred stock par value | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, series A convertible preferred stock: shares issued | ' | 0 | ' | 1,600,000 | ' | 0 | 1,600,000 | ' | ' |
Preferred stock, series A convertible preferred stock: shares outstanding | ' | ' | ' | ' | ' | ' | 0 | ' | ' |
Cash dividend per share | $0.13 | $0.28 | $0.26 | ' | ' | ' | ' | ' | $0.15 |
Dividend declared, date payable | ' | ' | ' | ' | ' | ' | ' | ' | 26-Sep-14 |
Dividend declared, record date | ' | ' | ' | ' | ' | ' | ' | ' | 12-Sep-14 |
Recovered_Sheet2
Nasdaq Omx Stockholders' Equity (Schedule of Dividends Declared) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Dividends Payable [Line Items] | ' | ' | ' | |
Dividend Per Common Share | $0.13 | $0.28 | $0.26 | |
January 30, 2014 [Member] | ' | ' | ' | |
Dividends Payable [Line Items] | ' | ' | ' | |
Declaration Date | ' | 30-Jan-14 | ' | |
Dividend Per Common Share | ' | $0.13 | ' | |
Record Date | ' | 14-Mar-14 | ' | |
Total Amount | ' | $22 | [1] | ' |
Payment Date | ' | 28-Mar-14 | ' | |
March 26, 2014 [Member] | ' | ' | ' | |
Dividends Payable [Line Items] | ' | ' | ' | |
Declaration Date | ' | 26-Mar-14 | ' | |
Dividend Per Common Share | ' | $0.15 | ' | |
Record Date | ' | 13-Jun-14 | ' | |
Total Amount | ' | $25 | [1] | ' |
Payment Date | ' | 27-Jun-14 | ' | |
[1] | These amounts were recorded in retained earnings in the Condensed Consolidated Balance Sheets at June 30, 2014. |
Earnings_Per_Share_Narrative_D
Earnings Per Share (Narrative) (Details) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' | ' | ' | ' | |||
Stock options to purchase shares | 4,202,603 | [1] | ' | 4,202,603 | [1] | ' | 4,926,522 | [1] |
Weighted average number diluted shares outstanding | 3,135,006 | 3,771,134 | 3,617,041 | 3,860,175 | ' | |||
Restricted stock and PSU's [Member] | ' | ' | ' | ' | ' | |||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' | ' | ' | ' | |||
Stock options to purchase shares | 6,024,509 | 4,769,644 | 6,024,509 | 4,769,644 | ' | |||
Weighted average number diluted shares outstanding | 5,346,554 | 4,706,334 | 4,697,456 | 4,676,922 | ' | |||
Stock Options [Member] | ' | ' | ' | ' | ' | |||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' | ' | ' | ' | |||
Weighted average number diluted shares outstanding | 4,067,186 | 4,617,257 | 4,069,186 | 4,617,257 | ' | |||
Common stock [Member] | ' | ' | ' | ' | ' | |||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' | ' | ' | ' | |||
Stock options to purchase shares | 4,202,603 | 5,878,593 | 4,202,603 | 5,878,593 | ' | |||
[1] | No stock option awards were granted during the three and six months ended June 30, 2014. |
Earnings_Per_Share_Summary_of_
Earnings Per Share (Summary of Computation of Basic and Diluted Earnings Per Share) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Net income attributable to common shareholders | $101 | $88 | $205 | $130 |
Weighted-average common shares outstanding for basic earnings per share | 169,337,630 | 166,371,840 | 169,488,176 | 166,039,406 |
Employee equity awards | 3,135,006 | 3,771,134 | 3,617,041 | 3,860,175 |
Weighted-average common shares outstanding for diluted earnings per share | 172,472,636 | 170,142,974 | 173,105,217 | 169,899,581 |
Basic earnings per share | $0.60 | $0.53 | $1.21 | $0.78 |
Diluted earnings per share | $0.59 | $0.52 | $1.18 | $0.77 |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments (Narrative) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Billions, unless otherwise specified | ||
Fair Value Disclosures [Abstract] | ' | ' |
Fair value of debt utilizing discounted cash flow analyses | $2.60 | $2.80 |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments (Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | ||
In Millions, unless otherwise specified | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Financial investments, at fair value | $203 | [1] | $189 | [1] |
Default fund investments | 2,484 | [2] | 1,867 | [2] |
Total | 2,687 | 2,056 | ||
Level 1 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Financial investments, at fair value | 186 | [1] | 189 | [1] |
Default fund investments | 792 | [2] | 774 | [2] |
Total | 978 | 963 | ||
Level 2 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Financial investments, at fair value | 17 | [1] | ' | |
Default fund investments | 1,692 | [2] | 1,093 | [2] |
Total | $1,709 | $1,093 | ||
[1] | As of June 30, 2014 and December 31, 2013, Level 1 financial investments, at fair value were primarily comprised of trading securities, mainly Swedish government debt securities. Of these securities, $172 million as of June 30, 2014 and $167 million as of December 31, 2013 are assets utilized to meet regulatory capital requirements primarily for clearing operations at NASDAQ OMX Nordic Clearing. | |||
[2] | Default fund and margin deposit investments include cash contributions invested by NASDAQ OMX Nordic Clearing, in accordance with its investment policy, either in highly rated government debt securities or reverse repurchase agreements with highly rated government debt securities as collateral. Of the total balance of $2,579 million recorded in the Condensed Consolidated Balance Sheets as of June 30, 2014, $1,692 million of cash contributions have been invested in reverse repurchase agreements and $792 million of cash contributions have been invested in highly rated government debt securities and time deposits. The remainder of this balance is held in cash. Of the total balance of $1,961 million recorded in the Condensed Consolidated Balance Sheets as of December 31, 2013, $1,093 million of cash contributions were invested in reverse repurchase agreements and $774 million of cash contributions were invested in highly rated government debt securities. The remainder of this balance is held in cash. |
Fair_Value_of_Financial_Instru4
Fair Value of Financial Instruments (Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis Additional Information) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | ||
In Millions, unless otherwise specified | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Financial investments, at fair value | $203 | [1] | $189 | [1] |
Default funds and margin deposits | 2,579 | 1,961 | ||
Restricted assets [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Financial investments, at fair value | 172 | 167 | ||
Reverse Repurchase Agreements [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Default funds and margin deposits | 1,692 | 1,093 | ||
US Government Debt Securities [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Default funds and margin deposits | $792 | $774 | ||
[1] | As of June 30, 2014 and December 31, 2013, Level 1 financial investments, at fair value were primarily comprised of trading securities, mainly Swedish government debt securities. Of these securities, $172 million as of June 30, 2014 and $167 million as of December 31, 2013 are assets utilized to meet regulatory capital requirements primarily for clearing operations at NASDAQ OMX Nordic Clearing. |
Clearing_Operations_Narrative_
Clearing Operations (Narrative) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | ||
contract | contract | NASDAQ OMX Nordic [Member] | NASDAQ OMX Nordic [Member] | Liability Waterfall [Member] | ||||
contract | contract | |||||||
Clearing Operations [Line Items] | ' | ' | ' | ' | ' | ' | ||
Financial investments, at fair value | $203,000,000 | [1] | $189,000,000 | [1] | ' | $123,000,000 | ' | ' |
Credit facility, borrowing capacity | ' | ' | ' | 90,000,000 | ' | ' | ||
Contract value of resale and repurchase agreements | ' | ' | ' | 4,800,000,000 | 4,300,000,000 | ' | ||
Total number of derivative contracts cleared | ' | ' | ' | 2,275,565 | 2,264,096 | ' | ||
Power of assessment of the clearing member's contribution to the financial markets and commodities markets default funds | ' | ' | ' | 100.00% | ' | ' | ||
Junior capital, cash deposits and pledged assets | ' | ' | ' | ' | ' | 22,000,000 | ||
Senior capital, cash deposits and pledged assets | ' | ' | ' | ' | ' | 15,000,000 | ||
Market value of derivative contracts outstanding, prior to netting | 2,517,000,000 | ' | ' | ' | ' | ' | ||
Total number of derivative contracts cleared through NASDAQ OMX Nordic Clearing | 48,638,310 | ' | 54,304,894 | ' | ' | ' | ||
Restricted cash | 39,000,000 | 84,000,000 | ' | ' | ' | ' | ||
Default Fund Contributions | $390,000,000 | ' | ' | ' | ' | ' | ||
[1] | As of June 30, 2014 and December 31, 2013, Level 1 financial investments, at fair value were primarily comprised of trading securities, mainly Swedish government debt securities. Of these securities, $172 million as of June 30, 2014 and $167 million as of December 31, 2013 are assets utilized to meet regulatory capital requirements primarily for clearing operations at NASDAQ OMX Nordic Clearing. |
Clearing_Operations_Schedule_o
Clearing Operations (Schedule of Clearing Member Default Fund Contributions And Margin Deposits) (Details) (USD $) | Jun. 30, 2014 | |
In Millions, unless otherwise specified | ||
Clearing Operations [Line Items] | ' | |
Default fund contributions | $390 | |
Margin deposits | 9,313 | |
Default fund contributions and margin deposits | 9,703 | |
Cash Contributions [Member] | ' | |
Clearing Operations [Line Items] | ' | |
Default fund contributions | 318 | [1],[2] |
Margin deposits | 2,261 | [1],[2] |
Default fund contributions and margin deposits | 2,579 | [1],[2] |
Non-Cash Contributions [Member] | ' | |
Clearing Operations [Line Items] | ' | |
Default fund contributions | 72 | |
Margin deposits | 7,052 | |
Default fund contributions and margin deposits | $7,124 | |
[1] | As of June 30, 2014, in accordance with its investment policy, NASDAQ OMX Nordic Clearing has invested cash contributions of $1,692 million in reverse repurchase agreements and $792 million in highly rated government debt securities | |
[2] | Pursuant to clearing member agreements, we pay interest on cash contributions to clearing members. |
Clearing_Operations_Schedule_o1
Clearing Operations (Schedule of Clearing Member Default Fund Contributions And Margin Deposits Additional Information) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | ||
In Millions, unless otherwise specified | ||||
Clearing Operations [Line Items] | ' | ' | ||
Investment of cash contributions in highly rated debt securities | $2,484 | [1] | $1,867 | [1] |
NASDAQ OMX Nordic [Member] | ' | ' | ||
Clearing Operations [Line Items] | ' | ' | ||
Default fund cash contributions invested in repurchase agreements | 1,692 | ' | ||
Default fund cash contributions invested in highly rated governmant debt securities | $792 | ' | ||
[1] | Default fund and margin deposit investments include cash contributions invested by NASDAQ OMX Nordic Clearing, in accordance with its investment policy, either in highly rated government debt securities or reverse repurchase agreements with highly rated government debt securities as collateral. Of the total balance of $2,579 million recorded in the Condensed Consolidated Balance Sheets as of June 30, 2014, $1,692 million of cash contributions have been invested in reverse repurchase agreements and $792 million of cash contributions have been invested in highly rated government debt securities and time deposits. The remainder of this balance is held in cash. Of the total balance of $1,961 million recorded in the Condensed Consolidated Balance Sheets as of December 31, 2013, $1,093 million of cash contributions were invested in reverse repurchase agreements and $774 million of cash contributions were invested in highly rated government debt securities. The remainder of this balance is held in cash. |
Clearing_Operations_Schedule_o2
Clearing Operations (Schedule of Derivative Contracts Outstanding) (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 | ||
In Millions, unless otherwise specified | contract | contract | ||
Clearing Operations [Line Items] | ' | ' | ||
Market value of derivative contracts | $2,517 | ' | ||
Total Number of Cleared Contracts | 48,638,310 | 54,304,894 | ||
Commodity forwards and options [Member] | ' | ' | ||
Clearing Operations [Line Items] | ' | ' | ||
Market value of derivative contracts | 1,550 | [1],[2],[3] | ' | |
Total Number of Cleared Contracts | 984,177 | [4] | 1,669,004 | [4] |
Fixed-income options and futures [Member] | ' | ' | ||
Clearing Operations [Line Items] | ' | ' | ||
Market value of derivative contracts | 574 | [2],[3] | ' | |
Total Number of Cleared Contracts | 10,681,467 | 15,973,955 | ||
Stock options and futures [Member] | ' | ' | ||
Clearing Operations [Line Items] | ' | ' | ||
Market value of derivative contracts | 136 | [2],[3] | ' | |
Total Number of Cleared Contracts | 17,262,098 | 15,693,325 | ||
Index options and futures [Member] | ' | ' | ||
Clearing Operations [Line Items] | ' | ' | ||
Market value of derivative contracts | 215 | [2],[3] | ' | |
Total Number of Cleared Contracts | 19,668,100 | 20,967,610 | ||
Frieght and seafood derivatives [Member] | ' | ' | ||
Clearing Operations [Line Items] | ' | ' | ||
Market value of derivative contracts | $42 | [2],[3] | ' | |
Total Number of Cleared Contracts | 42,468 | 1,000 | ||
[1] | We determined the fair value of our forward contracts using standard valuation models that were based on market-based observable inputs including LIBOR rates and the spot price of the underlying instrument. | |||
[2] | We determined the fair value of our option contracts using standard valuation models that were based on market-based observable inputs including implied volatility, interest rates and the spot price of the underlying instrument. | |||
[3] | We determined the fair value of our futures contracts based upon quoted market prices and average quoted market yields. | |||
[4] | The total volume in cleared power related to commodity contracts was 774 Terawatt hours (TWh) for the six months ended June 30, 2014 and 884 TWh for the six months ended June 30, 2013. |
Clearing_Operations_Schedule_o3
Clearing Operations (Schedule of Derivative Contracts Outstanding Additional Information) (Details) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
TW | TW | |
Clearing Operations [Abstract] | ' | ' |
Total volume in cleared power, in Terawatt hours (TWh) | 774 | 884 |
Commitments_Contingencies_and_1
Commitments, Contingencies and Guarantees (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Commitments and Contingencies Disclosure [Line Items] | ' | ' |
Financial guarantees obtained | $28 | $20 |
Margin deposits contributed to Cantor Fitzgerald | 19 | ' |
Line of credit, outstanding amount | ' | 11 |
Clearinghouse Credit Facilities [Member] | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' |
Credit facilities, total | 317 | 312 |
Line of credit facility, available liquidity | 227 | 219 |
Credit facility, regulatory requirements amount | 90 | 93 |
Line of credit, outstanding amount | 0 | 11 |
Escrow Agreement [Member] | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' |
Contingency, accrual | 10 | ' |
Property Lease Guarantee [Member] | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' |
Other guarantees | $15 | $17 |
Business_Segments_Narrative_De
Business Segments (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
segment | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
SEC matter expense | ' | ' | ' | $10,000,000 |
Number of Operating Segments | ' | ' | 4 | ' |
Approximate market value | ' | ' | 8,900,000,000,000 | ' |
Merger and strategic initiatives | 14,000,000 | 25,000,000 | 42,000,000 | 33,000,000 |
Payments Of Debt Extinguishment Costs | 9,000,000 | ' | 9,000,000 | ' |
Restructuring and other charges | ' | ' | ' | 9,000,000 |
Voluntary accommodation program | ' | ' | ' | 62,000,000 |
Payment Made Under Voluntary Accomodation Program | ' | ' | ' | $44,000,000 |
Listing Services [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Number of world wide listed companies | ' | ' | 3,400 | ' |
Business_Segments_Schedule_of_
Business Segments (Schedule of Operating Segments) (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||||||
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Total revenues | $865 | $814 | $1,762 | $1,557 | ' | ||||
Cost of revenues | -342 | -363 | -710 | -688 | ' | ||||
Revenues less transaction rebates, brokerage, clearance and exchange fees | 523 | 451 | 1,052 | 869 | ' | ||||
Operating income (loss) | 191 | 159 | 375 | 249 | ' | ||||
Assets | 13,116 | ' | 13,116 | ' | 12,577 | ||||
Market Services [Member] | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Total revenues | 544 | 553 | 1,126 | 1,060 | ' | ||||
Cost of revenues | -342 | -363 | -710 | -688 | ' | ||||
Revenues less transaction rebates, brokerage, clearance and exchange fees | 202 | 190 | 416 | 372 | ' | ||||
Operating income (loss) | 89 | 75 | 183 | 149 | ' | ||||
Listing Services [Member] | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Total revenues | 60 | 58 | 117 | 113 | ' | ||||
Cost of revenues | ' | ' | ' | ' | ' | ||||
Revenues less transaction rebates, brokerage, clearance and exchange fees | 60 | 58 | 117 | 113 | ' | ||||
Operating income (loss) | 24 | 23 | 46 | 47 | ' | ||||
Information Services [Member] | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Total revenues | 123 | 107 | 246 | 212 | ' | ||||
Cost of revenues | ' | ' | ' | ' | ' | ||||
Revenues less transaction rebates, brokerage, clearance and exchange fees | 123 | 107 | 246 | 212 | ' | ||||
Operating income (loss) | 91 | 79 | 181 | 159 | ' | ||||
Technology Solutions [Member] | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Total revenues | 138 | 96 | 273 | 172 | ' | ||||
Cost of revenues | ' | ' | ' | ' | ' | ||||
Revenues less transaction rebates, brokerage, clearance and exchange fees | 138 | 96 | 273 | 172 | ' | ||||
Operating income (loss) | 11 | 7 | 19 | 10 | ' | ||||
Corporate Items and Eliminations [Member] | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Cost of revenues | ' | ' | ' | ' | ' | ||||
Operating income (loss) | ($24) | [1] | ($25) | [2] | ($54) | [3] | ($116) | [4] | ' |
[1] | Corporate items and eliminations for the three months ended June 30, 2014 primarily include merger and strategic initiatives expense of $14 million primarily related to the acquisition of the TR Corporate Solutions businesses and other strategic initiatives and a loss on extinguishment of debt of $9 million. | ||||||||
[2] | Corporate items and eliminations for the three months ended June 30, 2013 primarily include merger and strategic initiatives expense of $25 million primarily related to the acquisitions of eSpeed and the TR Corporate Solutions businesses. | ||||||||
[3] | Corporate items and eliminations for the six months ended June 30, 2014 primarily include merger and strategic initiatives expense of $42 million primarily related to the acquisition of the TR Corporate Solutions businesses and other strategic initiatives and a loss on debt extinguishment of $9 million. | ||||||||
[4] | Corporate items and eliminations for the six months ended June 30, 2013 primarily include expense related to the one-time program for voluntary accommodations to qualifying members of up to $62 million. This program expanded the pool available to compensate members of The NASDAQ Stock Market for qualified losses arising directly from the system issues experienced with the Facebook IPO that occurred on May 18, 2012. Our liability was reduced to $44 million and payment of valid claims totaling $44 million was made in the fourth quarter of 2013. Corporate items and eliminations also include merger and strategic initiatives expense of $33 million primarily related to our acquisitions of eSpeed and the TR Corporate Solutions businesses, expense related to an SEC matter of $10 million, and restructuring charges of $9 million. |