Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 01, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ndaq | |
Entity Registrant Name | Nasdaq, Inc. | |
Entity Central Index Key | 1,120,193 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 165,202,937 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 257 | $ 301 |
Restricted cash | 19 | 56 |
Financial investments, at fair value | 238 | 201 |
Receivables, net | 349 | 316 |
Default funds and margin deposits | 3,323 | 2,228 |
Other current assets | 160 | 158 |
Total current assets | 4,346 | 3,260 |
Property and equipment, net | 342 | 323 |
Non-current deferred tax assets | 768 | 643 |
Goodwill | 6,206 | 5,395 |
Intangible assets, net | 2,740 | 1,959 |
Other non-current assets | 406 | 281 |
Total assets | 14,808 | 11,861 |
Current liabilities: | ||
Accounts payable and accrued expenses | 159 | 158 |
Section 31 fees payable to SEC | 27 | 98 |
Accrued personnel costs | 175 | 171 |
Deferred revenue | 216 | 127 |
Other current liabilities | 134 | 138 |
Default funds and margin deposits | 3,323 | 2,228 |
Current portion of debt obligations | 20 | |
Total current liabilities | 4,054 | 2,920 |
Debt obligations | 3,689 | 2,364 |
Non-current deferred tax liabilities | 980 | 626 |
Non-current deferred revenue | 191 | 200 |
Other non-current liabilities | 140 | 142 |
Total liabilities | 9,054 | 6,252 |
Commitments and contingencies | ||
Nasdaq stockholders' equity: | ||
Common stock, $0.01 par value, 300,000,000 shares authorized, shares issued: 169,018,836 at September 30, 2016 and 167,241,734 at December 31, 2015; shares outstanding: 165,198,693 at September 30, 2016 and 164,324,270 at December 31, 2015 | 2 | 2 |
Additional paid-in capital | 3,046 | 3,011 |
Common stock in treasury, at cost: 3,820,143 shares at September 30, 2016 and 2,917,464 shares at December 31, 2015 | (169) | (111) |
Accumulated other comprehensive loss | (882) | (864) |
Retained earnings | 3,757 | 3,571 |
Total Nasdaq stockholders' equity | 5,754 | 5,609 |
Total liabilities and equity | $ 14,808 | $ 11,861 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Consolidated Balance Sheets [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 169,018,836 | 167,241,734 |
Common stock, shares outstanding | 165,198,693 | 164,324,270 |
Common stock in treasury | 3,820,143 | 2,917,464 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues: | ||||
Market Services | $ 557 | $ 542 | $ 1,661 | $ 1,561 |
Listing Services | 68 | 66 | 202 | 196 |
Information Services | 137 | 132 | 405 | 385 |
Technology Solutions | 167 | 131 | 464 | 396 |
Total revenues | 929 | 871 | 2,732 | 2,538 |
Transaction-based expenses: | ||||
Transaction rebates | (265) | (256) | (804) | (733) |
Brokerage, clearance and exchange fees | (79) | (86) | (250) | (251) |
Revenues less transaction-based expenses | 585 | 529 | 1,678 | 1,554 |
Operating expenses: | ||||
Compensation and benefits | 168 | 150 | 484 | 441 |
Marketing and advertising | 8 | 6 | 22 | 20 |
Depreciation and amortization | 46 | 34 | 125 | 102 |
Professional and contract services | 40 | 33 | 111 | 108 |
Computer operations and data communications | 28 | 23 | 80 | 81 |
Occupancy | 23 | 22 | 62 | 63 |
Regulatory | 8 | 7 | 21 | 20 |
Merger and strategic initiatives | 12 | 4 | 56 | 7 |
General, administrative and other | 19 | 11 | 50 | 77 |
Restructuring charges | 8 | 41 | 160 | |
Total operating expenses | 352 | 298 | 1,052 | 1,079 |
Operating income | 233 | 231 | 626 | 475 |
Interest income | 1 | 1 | 4 | 3 |
Interest expense | (37) | (28) | (98) | (83) |
Other investment income | 3 | |||
Net income (loss) from unconsolidated investees | 2 | 2 | 6 | 16 |
Income before income tax provision | 199 | 206 | 541 | 411 |
Income tax provision | 68 | 68 | 208 | 132 |
Net income | 131 | 138 | 333 | 279 |
Net loss attributable to noncontrolling interests | 1 | |||
Net income attributable to Nasdaq | $ 131 | $ 138 | $ 333 | $ 280 |
Per share information: | ||||
Basic earnings per share | $ 0.79 | $ 0.83 | $ 2.02 | $ 1.66 |
Diluted earnings per share | 0.77 | 0.80 | 1.97 | 1.63 |
Cash dividends declared per common share | $ 0.32 | $ 0.25 | $ 0.89 | $ 0.65 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Consolidated Statements of Comprehensive Income (Loss) [Abstract] | ||||
Net income | $ 131 | $ 138 | $ 333 | $ 279 |
Foreign currency translation losses: | ||||
Net foreign currency translation losses | (45) | (68) | (34) | (256) |
Income tax benefit | 23 | 26 | 16 | 91 |
Total | (22) | (42) | (18) | (165) |
Comprehensive income (loss) | 109 | 96 | 315 | 114 |
Comprehensive loss attributable to noncontrolling interests | 1 | |||
Comprehensive income (loss) attributable to Nasdaq | $ 109 | $ 96 | $ 315 | $ 115 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 333 | $ 279 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 125 | 102 |
Share-based compensation | 55 | 49 |
Excess tax benefits related to share-based payments | (38) | (16) |
Deferred income taxes | (10) | (61) |
Non-cash restructuring charges | 8 | 134 |
Net (income) loss from unconsolidated investees | (6) | (16) |
Other reconciling items included in net income | 5 | 9 |
Net change in operating assets and liabilities, net of effects of acquisition: | ||
Receivables, net | 53 | 96 |
Other assets | 35 | |
Accounts payable and accrued expenses | (3) | (21) |
Section 31 fees payable to SEC | (77) | (99) |
Accrued personnel costs | (8) | (18) |
Deferred revenue | 46 | (3) |
Other liabilities | (65) | 37 |
Net cash provided by operating activities | 453 | 472 |
Cash flows from investing activities: | ||
Purchases of trading securities | (376) | (265) |
Proceeds from Sale of Short-term Investments | 328 | 236 |
Purchases of available-for-sale investment securities | (7) | (26) |
Proceeds from sale of available-for-sale investment security | 19 | 29 |
Capital contribution in equity method investment | (30) | |
Acquisition of businesses, net of cash and cash equivalents acquired | (1,460) | (226) |
Purchases of property and equipment | (85) | (91) |
Other investment activities | (10) | (9) |
Net cash used in investing activities | (1,591) | (382) |
Cash flows from financing activities: | ||
Payments of debt obligations | (1,118) | (176) |
Proceeds from utilization of credit commitment | 878 | 366 |
Proceeds From Issuance Of Debt | 1,558 | |
Cash paid for repurchase of common stock | (100) | (310) |
Cash dividends | (147) | (108) |
Proceeds received from employee stock activity | 42 | 19 |
Payments related to employee shares withheld for taxes | (58) | (28) |
Excess tax benefits related to share-based payments | 38 | 16 |
Net cash provided by (used in) financing activities | 1,093 | (221) |
Effect of exchange rate changes on cash and cash equivalents | 1 | (6) |
Net increase in cash and cash equivalents | (44) | (137) |
Cash and cash equivalents at beginning of period | 301 | 427 |
Cash and cash equivalents at end of period | 257 | 290 |
Cash paid for: | ||
Interest | 96 | 91 |
Income taxes, net of refund | $ 167 | $ 146 |
Organization and Nature of Oper
Organization and Nature of Operations | 9 Months Ended |
Sep. 30, 2016 | |
Organization and Nature of Operations [Abstract] | |
Organization and Nature of Operations | 1. Organization and Nature of Operations Nasdaq, Inc. is a leading provider of trading, clearing, exchange technology, regulatory, securities listing, information and public company services across six continents. Our global offerings are diverse and include trading and clearing across multiple asset classes , trade management services , data products , financial indexes, capital formation solutions, corporate solutions and market technology products and services. Our technology powers markets across the globe, supporting equity derivative trading, clearing and settlement, cash equity trading, fixed income trading and many other functions. We manage, operate and provide our products and services in four business segments: Market Services, Listing Services, Information Services and Technology Solutions. Market Services Our Market Services segment includes our equity derivative trading and clearing, cash equity trading, fixed income and commodities trading and clearing, or FICC , and trade management services businesses. Our FICC business was formerly referred to as fixed income, currency and commodities trading and clearing, and our trade management services business was formerly referred to as access and broker services. We operate multiple exchanges and other marketplace facilities across several asset classes, including derivatives, commodities, cash equity, debt, structured products and ETPs. In addition, in some countries where we operate exchanges, we also provide broker services, clearing, settlement and central depository services. Our transaction-based platforms provide market participants with the ability to access, process, display and integrate orders and quotes. The platforms allow the routing and execution of buy and sell orders as well as the reporting of transactions, providing fee-based revenues. Through our acquisition of U.S. Exchange Holdings, Inc. and its subsidiaries, or ISE, an operator of three electronic options exchanges, we now operate six electronic options exchanges and three cash equity exchanges in the U.S. See “Acquisition of International Securities Exchange, ” of Note 4, “Acquisitions ,” for further discussion of the ISE acquisition. The NASDAQ Stock Market, the largest of our cash equities exchanges, is the largest single venue of liquidity for trading U.S.-listed cash equities. We also operate a leading electronic platform for trading of U.S. Treasuries and Nasdaq Futures, Inc., or NFX, a U.S. based energy derivatives market which offers cash settled energy derivatives based on key energy benchmarks including oil, natural gas and U.S. power. Through our acquisition of Chi-X Canada ATS Limited, or Chi-X Canada, in February 2016, we also operate two Canadian markets for the trading of Canadian-listed securities. Effective June 1, 2016, we changed the name of Chi-X Canada to Nasdaq CXC Limited, or Nasdaq CXC. See “Acquisition of Nasdaq CXC,” of Note 4, “Acquisitions,” for further discussion of this acquisition. In Europe, we operate exchanges in Stockholm (Sweden), Copenhagen (Denmark), Helsinki (Finland), and Reykjavik ( Iceland ) , as well as the clearing operations of Nasdaq Clearing. We also operate exchanges in Tallinn (Estonia), Riga (Latvia) and Vilnius (Lithuania) as Nasdaq Baltic. Collectively, Nasdaq Nordic and Nasdaq Baltic offer trading in cash equities and depository receipts, warrants, convertibles, rights, fund units and exchange traded funds as well as trading and clearing of derivatives and clearing of resale and repurchase agreements. Through Nasdaq First North, our Nordic and Baltic operations also offer alternative marketplaces for smaller companies. In addition, Nasdaq Commodities operates a power derivatives exchange regulated in Norway and a European carbon exchange. In the U.K., we operate Nasdaq NLX, a London-based multilateral trading venue that offers a range of both short-term interest rate and long-term interest rate euro- and sterling-based listed derivative products. Through our Trade Management Services business, we provide market participants with a wide variety of alternatives for connecting to and accessing our markets via a number of different protocols used for quoting, order entry, trade reporting, DROP functionality and connectivity to various dat a feeds. We also provide co-location services to market participants, whereby firms may lease cabinet space and power to house their own equipment and servers within our data center. Our broker services operations offer technology and customized securities administration solutions to financial participants in the Nordic market. Listing Services Our Listing Services segment includes our U.S. and European Listing Services businesses. We operate a variety of listing platforms around the world to provide multiple global capital raising solutions for private and public companies. Our main listing markets are The NASDAQ Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges. Our Listing Services s egment also includes The NASDAQ Private Market, LLC, or NPM, and SecondMarket Solutions, Inc., or SecondMarket, which provide services for private growth companies. As of September 3 0 , 2016, The NASDAQ Stock Market was home to 2,872 listed companies with a combined market capitalization of approximately $8.8 trillion, and in Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 875 listed companies with a combined market capitalization of approximately $1.3 trillion . Information Services Our Information Services segment includes our Data Products and our Index Licensing and Services businesses. Our Data Products business sells and distributes historical and real-time quote and trade information to market participants and data distributors. Our data products enhance transparency of the market activity within the exchanges that we operate and provide critical information to professional and non-professional investors globally. Our Index Licensing and Services business develops and licenses Nasdaq branded indexes, associated derivatives, and financial products and also provides custom calculation services for third-party clients. As of September 3 0 , 2016, we had 289 ETPs licensed to Nasdaq’s indexes which had over $118 billion of assets under management , or AUM. Technology Solutions Our Technology Solutions segment includes our Corporate Solutions and Market Technology businesses. Our Corporate Solutions business serves corporate clients, including companies listed on our exchanges. We help organizations manage the two-way flow of information with their key constituents, including their board members and investors, and with clients and the public through our suite of advanced technology, analytics, and consultative services. Our Corporate Solutions business primarily offers products to serve the following key areas: investor relations, public relations, multimedia solutions, and governance. We currently have approximately 18,000 Corporate Solutions clients. Our Market Technology business is a leading global technology solutions provider and partner to exchanges, clearing organizations, central securities depositories, regulators, banks, brokers and corporate businesses. Our Market Technology business is the sales channel for our complete global offering to other marketplaces. Market Technology provides technology solutions for trading, clearing, settlement, surveillance and information dissemination to markets with wide-ranging requirements, from the leading markets in the U.S., Europe , and Asia to emerging markets in the Middle East, Latin America, and Africa. Our marketplace solutions can handle a wide array of assets including cash equities, equity derivatives, currencies, various interest-bearing securities, commodities, and energy products, and are currently powering more than 70 marketplaces in 50 countries. Market Technology also provides market surveillance services to broker-dealer firms worldwide, as well as enterprise governance, risk management , and compliance software solutions. |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Significant Accounting Policies [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, its wholly-owned subsidiaries and other entities in which Nasdaq has a controlling financial interest. When we do not have a controlling interest in an entity but exercise significant influence over the entity’s operating and financial policies, such investment is accounted for under the equity method of accounting. We recognize our share of earnings or losses of an equity method investee based on our ownership percentage. As permitted under U.S. GAAP, for certain equity method investments for which financial information is not sufficiently timely for us to apply the equity method of accounting currently, we record our share of the earnings or losses of the investee from the most recently available financial statements on a lag. See “Equity Method Investments,” of Note 6, “Investments,” for further discussion of our equity method investments. The accompanying condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation. As permitted under U.S. GAAP, certain footnotes or other financial information can be condensed or omitted in the interim condensed consolidated financial statements. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in Nasdaq’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 . Certain prior period amounts have been reclassified to conform to the current period presentation. The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. We have evaluated subsequent events through the issuance date of this Quarterly Report on Form 10-Q. 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. Nasdaq’s income tax provision was $68 million in the third quarter of 2016 and $208 million in the first nine months of 2016 compared with $6 8 million in the third quarter of 2015 and $132 million in the first nine months of 2015. The overall effective tax rate was 34.2% in the third quarter of 2016 and 38.4% in the first nine months of 2016 compared with 33.0% in the third quarter of 2015 and 32.1% in the first nine months of 2015. The higher effective tax rate in the third quarter and first nine months of 2016 when compared with the same periods in 2015 is primarily due to an unfavorable ruling from the Finnish Supreme Administrative Court. See below for further discussion. The effective tax rate may vary from period to period depending on, among other factors, the geographic and business mix of earnings and losses. These same and other factors, including history of pre-tax earnings and losses, are taken into account in assessing the ability to realize deferred tax assets. Nasdaq and its eligible subsidiaries file a consolidated U.S. federal income tax return and applicable state and local income tax returns and non-U.S. income tax returns. Federal income tax returns for the years 2011 through 2015 are subject to examination by the Internal Revenue Service. Several state tax returns are currently under examination by the respective tax authorities for the years 2005 through 2014 and we are subject to examination for the year 2015. Non-U.S. tax returns are subject to examination by the respective tax authorities for the years 2008 through 2015. Although the results of such examinations may have an impact on our unrecognized tax benefits, we do not anticipate that such impact will be material to our consolidated financial position or results of operations. In addition, w e anticipate that the amount of unrecognized tax benefits at September 30, 2016 will significantly decrease in the next twelve months as we expect to settle certain tax audits. In the fourth quarter of 2010, we received an appeal from the Finnish Tax Authority challenging certain interest expense deductions claimed by Nasdaq in Finland for the year 2008. The appeal also demanded certain penalties be paid with regard to the company’s tax return filing position. In October 2012, the Finnish Appeals Board disagreed with the company’s tax return filing position for years 2009 through 2011, even though the tax return position with respect to this deduction was previously reviewed and approved by the Finnish Tax Authority. In June 2014, the Finnish Administrative Court also disagreed with the company’s tax return filing position for these years. We appealed this ruling to the Finnish Supreme Administrative Court. Through March 31, 2016, we recorded tax benefits of $30 million associated with this filing position. We paid $41 million to the Finnish tax authorities, which includes $11 million in interest and penalties. In May 2016, we received an unfavorable ruling from the Finnish Supreme Administrative Court, in which the Court disagreed with our position. As such, in the second quarter of 2016 we recorded tax expense of $28 million, or $0.17 per diluted share. This expense reflects the reversal of previously recorded Finnish tax benefits, and related interest and penalties, of $38 million through the first quarter of 2016, net of a related U.S. tax benefit of $10 million. The tax expense recorded reflects the impact of foreign currency translation. We expect to record future quarterly net tax expense of approximately $1 million as a result of this ruling. From 2009 through 2012, we recorded tax benefits associated with certain interest expense incurred in Sweden. Our position is supported by a 2011 ruling we received from the Swedish Supreme Administrative Court. However, under new legislation effective January 1, 2013, limitations are imposed on certain forms of interest expense. Because this legislation is unclear with regard to our ability to continue to claim such interest deductions, Nasdaq filed an application for an advance tax ruling with the Swedish Tax Council for Advance Tax Rulings. In June 2014, we received an unfavorable ruling from the Swedish Tax Council for Advance Tax Rulings. We appealed this ruling to the Swedish Supreme Administrative Court; however the Swedish Supreme Administrative Court denied our request for a ruling based on procedural requirements. In the third quarter of 2015, we received a notice from the Swedish Tax Agency that interest deductions for the year 2013 have been disallowed. In October 2016, we received a notice from the Swedish Tax Agency that interest deductions for the year 2014 have been disallowed. We will appeal to the Swedish Lower Administrative Court and continue to expect a favorable decision. Since January 1, 2013, we have recorded tax benefits of $48 million associated with this matter . We continue to pay all assessments from the Swedish Tax Agency while this matter is pending. If the Swedish Courts agree with our position we will receive a refund of all paid assessments ; if the Swedish Courts disagree with our position, we will record tax expense of $39 million, or $0.23 per diluted share, which is gross of any related U.S. tax benefits and reflects the impact of foreign currency translation , and we will pay any associated tax for which we have not been assessed by the Swedish Tax Agency. We expect to record recurring quarterly tax benefits of $1 million to $2 million with respect to this matter for the foreseeable future. Other Tax Matter In December 2012, the Swedish Tax Agency approved our 2010 amended value added tax, or VAT, tax return and we received a cash refund for the amount claimed. In 2013, we filed amended VAT tax returns for 2011 and 2012, utilizing the same approach which was approved for the 2010 filing. We also utilized this approach in our 2013 and 2014 filings. However, even though the VAT return position was previously reviewed and approved by the Swedish Tax Agency, the Swedish Tax Agency challenged our approach. The revised position of the Swedish Tax Agency was upheld by the Lower Administrative Court during the first quarter of 2015. As a result, in the first quarter of 2015, we reversed the previously recorded benefit of $12 million, based on the court decision. The decision of the Lower Administrative Court was upheld by the Court of Appeals in April 2016. We have appealed this ruling to the Supreme Administrative Court. Recently Adopted Accounting Pronouncements Accounting Standard Description Effective Date Effect on the Financial Statements or Other Significant Matters Income Taxes In November 2015, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2015-17, “Balance Sheet Classification of Deferred Taxes.” This ASU eliminates the current requirement to present deferred tax liabilities and assets as current and non-current in a classified balance sheet. Instead, Nasdaq is required to classify all deferred tax liabilities and assets as non-current. In the first quarter of 2016, we elected to early adopt this guidance retrospectively for all periods presented in the Condensed Consolidated Balance Sheets. The adoption of this guidance resulted in the reclassification of current deferred tax assets of $24 million to non-current deferred tax assets and current deferred tax liabilities of $24 million to non-current deferred tax liabilities for the year ended December 31, 2015. This new standard is a change in balance sheet presentation only. Business Combinations In September 2015, the FASB issued ASU 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments.” This ASU eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. This guidance requires the acquirer to recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustment amounts are determined. In addition, the amendments in this guidance require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. We adopted this new standard on January 1, 2016. None. Recently Announced Accounting Pronouncements Accounting Standard Description Effective Date Effect on the Financial Statements or Other Significant Matters Statement of Cash Flows In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments.” This ASU addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows with the objective of reducing existing diversity in practice with respect to these items. The se i tems include debt prepayments or debt extinguishment costs, payments of contingent consideration after a business combination, and distributions from equity method investees, among others. January 1, 2018, with early adoption permitted. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case we would be required to apply the amendments prospectively as of the earliest date practicable. We do not anticipate a material impact on our consolidated financial statements at the time of adoption of this new standard. Financial Instruments – Credit Losses In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” This ASU changes the impairment model for certain financial instruments. The new model is a forward looking expected loss model and will apply to financial assets subject to credit losses and measured at amortized cost and certain off-balance sheet credit exposures. This includes loans, held-to-maturity debt securities, loan commitments, financial guarantees and net investments in leases, as well as trade receivables. For available-for-sale debt securities with unrealized losses, credit losses will be measured in a manner similar to today, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. January 1, 2020, with early adoption as of January 1, 2019 permitted. We are currently assessing the impact that this standard will have on our consolidated financial statements. Compensation – Stock Compensation In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” This ASU involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This new guidance will require all income tax effects of awards to be recognized as income tax expense or benefit in the income statement when the awards vest or are settled, as opposed to additional paid-in-capital where it is currently recorded. This guidance will impact the calculation of our total diluted share count for the earnings per share calculation, as calculated under the treasury stock method. It also will allow an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting. All tax-related cash flows resulting from share-based payments are to be reported as operating activities on the statement of cash flows. In regards to forfeitures, Nasdaq can make a policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. January 1, 2017, with early adoption permitted. We are currently assessing the impact that this standard will have on our consolidated financial statements. Leases In February 2016, the FASB issued ASU 2016-02, “Leases.” Under this ASU, at the commencement date, lessees will be required to recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. This guidance is not applicable for leases with a term of 12 months or less. Lessor accounting is largely unchanged. January 1, 2019, with early adoption permitted. We are currently assessing the impact that this standard will have on our consolidated financial statements. Financial Instruments – Overall In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities.” This ASU requires that most equity investments be measured at fair value, with subsequent changes in fair value recognized in net income. Under this new guidance, Nasdaq will no longer be able to recognize unrealized holding gains and losses on equity securities classified today as available-for-sale in accumulated other comprehensive income within stockholders’ equity. This new standard does not change the guidance for classifying and measuring investments in debt securities and loans. This new guidance also impacts financial liabilities accounted for under the fair value option and affects the presentation and disclosure requirements for financial assets and liabilities. January 1, 2018. Early adoption is not permitted. We do not anticipate a material impact on our consolidated financial statements at the time of adoption of this new standard. Revenue From Contracts With Customers In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition guidance in Accounting Standards Codification, “Revenue Recognition.” The new revenue recognition standard sets forth a five-step revenue recognition model to determine when and how revenue is recognized. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration it expects to receive in exchange for those goods or services. The standard also requires more detailed disclosures. The standard provides alternative methods of initial adoption. On July 9, 2015, the FASB approved the deferral of the effective date of the new revenue recognition standard by one year. January 1, 2018, with early adoption permitted. We are currently assessing the impact that this standard will have on our consolidated financial statements, and have not yet selected a transition approach. |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring Charges [Abstract] | |
Restructuring Charges | 3. Restructuring Charges 2015 Restructuring Plan During the first quarter of 2015, we performed a comprehensive review of our processes, businesses and systems in a company-wide effort to improve performance, cut costs, and reduce spending . A s part of our 2015 restructuring plan , we recognized net restructuring charges totaling $8 million for the three months ended September 30, 2015, $41 million for the nine months ended September 30, 2016 and $160 million for the nine months ended September 30, 2015. In June 2016, we completed our 2015 restructuring plan and recognize d total net pre-tax charges of $214 million for the period March 2015 through June 2016. Total net pre-tax charges were attributed to the rebranding of our trade name for $119 million, severance charges of $47 million, asset impairments of $26 million, other charges of $21 million, and facilities related costs of $1 million. Through this initiative, we expect to generate annualized pre-tax savings of $ 36 million . Restructuring charges are recorded on restructuring plans that have been committed to by management and are, in part, based upon management's best estimates of future events. Changes to the estimates may require future adjustments to the restructuring reserve. The following table presents a summary of the 2015 restructuring plan charges in the Condensed Consolidated Statements of Income : Three Months Ended September 30, Nine Months Ended September 30, 2015 2016 2015 (in millions) (in millions) Rebranding of trade name $ - $ - $ 119 Severance 2 22 23 Facilities-related 4 1 (3) Asset impairments - 8 15 Other 2 10 6 Total restructuring charges $ 8 $ 41 $ 160 Rebranding of Trade Name In connection with our global rebranding initiative, we decided to change our company name from The NASDAQ OMX Group, Inc. to Nasdaq, Inc., which became effective in the third quarter of 2015 . In connection with this action, we decided to discontinue the use of the OMX trade name and recorded a pre-tax, non-cash impairment charge of $119 million in March 2015 because we no longer attribute any material value to the trade name. The impairment charge did not impact the company's consolidated cash flows, liquidity, or capital resources. Severance S everance, which includes other termination benefits and other a ssociated costs in the table above related to workforce reductions of 4 positions across our organization for the three months ended September 30, 2015, 201 positions for the nine months ended September 30, 2016 , and 224 positions for the nine months ended September 3 0 , 2015 . In addition to reduc ing our workforce , we have relocated certain functions to lower cost locations and expect to continue hiring in these lower cost locations to support the business. Facilities-related The facilities-related charges in the table above primarily pertained to the consolidation of leased facilities . The credit of $3 million for the nine months ended September 30, 2015 primarily pertain ed to the release of a previously recorded sublease loss reserve for part of the space we lease in New York, New York. In June 2015, a s part of our real estate reorganization plans, management decided to occupy this space. Based on management’s decision, we released the sublease loss reserve recorded for this space which totaled $10 million. Asset Impairments A sset impairment charges of $8 million for the nine months ended September 30, 2016 and $15 million for the nine months ended September 30, 2015 primarily related to fixed assets and capitalized software that were retired during the respective period. Other Other charges in the table above primarily related to consultant costs, marketing costs associated with rebranding of the Nasdaq trade name, computer operation costs associated with the replacement of outdated technology, and various other miscellaneous costs. Restructuring Reserve The following table presents the changes in the restructuring reserve during the nine months ended September 30, 2016 : Balance at December 31, 2015 Expense Incurred Cash Payments Balance at September 30, 2016 (in millions) Severance $ 12 $ 22 $ (15) $ 19 As of September 30, 2016, the majority of the restructuring reserve i s included in other current liabilities in the Condensed Consolidated Balance Sheets and will be paid during the next twelve months. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2016 | |
Acquisitions [Abstract] | |
Acquisitions | 4. Acquisitions 2016 Acquisitions We completed the following acquisitions in the first nine months of 2016. Financial results of each transaction are included in our Condensed Consolidated Statements of Income from the date of each acquisition. Purchase Consideration Total Net Assets (Liabilities) Acquired Acquired Intangible Assets Goodwill (in millions) ISE $ 1,070 $ (102) $ 623 $ 549 Boardvantage 242 (17) 111 148 Marketwired 111 (6) 31 86 Nasdaq CXC 116 (14) 76 54 The amounts in the table above represent the preliminary allocation of the purchase price and are subject to revision during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. Adjustments to the provisional values during the measurement period will be recorded in the reporting period in which the adjustment amounts are determined. Changes to amounts recorded as assets and liabilities may result in a corresponding adjustment to goodwill. In the second quarter of 2016, we recorded a measurement period adjustment of $5 million to the estimated fair value of deferred tax liabilities related to our acquisition of Marketwired. The adjustment was made to reflect a revised assessment of deferred tax liabilities following the receipt of new information. The adjustment resulted in a decrease to both net liabilities acquired and goodwill and is reflected in the above table. The measurement period adjustment was recorded as a revision in our second quarter 2016 Condensed Consolidated Balance Sheets . The adjustment did not result in an impact to our C ondensed C onsolidated S tatements of I ncome . Acquisition of International Securities Exchange O n June 30, 2016, we acquire d ISE for $1,070 million . The acquisition of ISE, an operator of three electronic options exchanges, is expected to allow us to improve efficiencies for clients, bro aden our technology offering, and provide the capability within the equity options industry to further innovate. We acqu ired net assets, at fair value, totaling $83 million and recorded a deferred tax liability of $266 million and a deferred tax asset of $81 million related to differences in the U.S. GAAP and tax basis of our investment in ISE, resulting in total net liabilities acquired of $102 million. ISE is part of our Market Services, Information Services and Technology Solutions segment s . In May 2016, we issued €600 million aggregate principal amount of 1.75% senior unsecured notes and in June 2016, we issued $500 million aggregate principal amount of 3.85% senior unsecured notes to fund this acquisition. See “1.75% Senior Unsecured Notes,” and “3.85% Senior Unsecured Notes,” of Note 8, “ Debt Obligations ,” for further discussion. Intangible Assets The follow ing table presents the details of the ISE acquired intangible asset s . All acquired intangible assets with finite lives are amortized using the straight-line method . Estimated Average Remaining Value Useful Life Intangible assets: (in millions) (in years) Exchange registrations $ 467 Indefinite Customer relationships 148 13 Trade name 8 Indefinite Total intangible assets $ 623 Exchange Registrations The exchange registrations represent licenses that provide ISE with the ability to operate its option exchanges. Nasdaq views these intangible assets as a perpetual license to operate the exchanges so long as ISE meets its regulatory requirements. Nasdaq selected a variation of the income approach called the Greenfield Approach to value the exchange registrations. The Greenfield Approach refers to a discounted cash flow analysis that assumes the buyer is building the exchange from a start-up business to a normalized level of operations as of the acquisition date. This discounted cash flow model considers the required resources and eventual returns from the build-out of operational exchanges and the acquisition of customers, once the exchange registrations are obtained. The advantage of this approach is that it reflects the actual expectations that will arise from an investment in the registrations and it directly values the registrations. The Greenfield Approach relies on assumptions regarding projected revenues, margins, capital expenditures, depreciation, and working capital during the two year pre-trade phase, the 10 year ramp-up period , as well as the terminal period. A discount rate of 8.6% was utilized, which reflects the amount of risk associated with the hypothetical cash flows for the exchange registrations relative to the overall business. In developing a discount rate for the exchange registrations, we estimated a weighted average cost of capital for the overall business and we employed this rate when discounting the cash flows. The resulting discounted cash flows were then tax-effect ed at the applicable statutory rate. Customer Relationships Customer relationships represent the non-contractual and contractual relationships that ISE has with its customers. Customer relationships were valued using the income approach, specifically an excess earnings method. The excess earnings method examines the economic returns contributed by the identified tangible and intangible assets of a company, and then isolates the excess return that is attributable to the intangible asset being valued. A discount rate of 9.1% was utilized, which reflects the amount of risk associated with the hypothetical cash flows for the customer relationships relative to the overall business. In developing a discount rate for the customer relationships, we estimated a weighted average cost of capital for the overall business and we employed this rate when discounting the cash flows. The resulting discounted cash flows were then tax-effected at the applicable statutory rate. Based on the historical behavior of the customers and a parallel analysis of the customers using the excess earnings method, we estimated the remaining useful life for the acquired customer relationships to be 13 years. Acquisition of Boardvantage, Inc. In May 2016, we acquire d Boardvantage for $242 million ( $197 million in cash paid plus $45 million in working capital adjustments , which primarily includes cash acquired ). With Boardvantage, we acquired a leading provider of collaboration and meeting productivity tools for boards of directors and executive leadership teams . This acquisition expanded our Corporate Solutions governance business within our Technology Solutions segment where it will be integrated with the Directors Desk business. We acquired net assets, at fair value, totaling $28 million and recorded a deferred tax liability of $46 million and a deferred tax asset of $1 million related to differences in the U.S. GAAP and tax basis of our investment in Boardvantage , resulting in total net liabilities acquired of $17 million. Nasdaq borrowed $197 million un der the revolving credit commitment of our 2014 Credit Facility , as defined in Note 8, “Debt Obligations,” to fund this acquisition. Intangible Assets The follow ing table presents the details of the Boardvantage acquired intangible asset s . Th ese asset s are amortized using the straight-line method. Estimated Average Remaining Value Useful Life Intangible assets: (in millions) (in years) Customer relationships $ 103 14 years Technology 6 5 years Trade name 2 1 year Total intangible assets $ 111 Customer Relationships Customer relationships represent the non-contractual and contractual relationships that Boardvantage has with its customers and represented the primary intangible asset in this transaction. Customer relationships were valued using the income approach, specifically an excess earnings method. The excess earnings method examines the economic returns contributed by the identified tangible and intangible assets of a company, and then isolates the excess return that is attributable to the intangible asset being valued. A discount rate of 15.5% was utilized, which reflects the amount of risk associated with the hypothetical cash flows for the customer relationships relative to the overall business. In developing a discount rate for the customer relationships, we estimated a weighted average cost of capital for the overall business and we employed this rate when discounting the cash flows. The resulting discounted cash flows were then tax-effected at the a pplicable statutory rate. Based on the historical behavior of the customers and a parallel analysis of the customers using the excess earnings method, we estimated the remaining useful life for the acquired customer relationships to be 14 years. Acquisition of Marketwired In February 2016, we acquired Marketwired for $111 million ( $109 million in cash paid plus $2 million in working capital adjustments). Marketwired is a global newswire operator and press release distributor. This acquisition expand ed Nasdaq’s position as a leading global corporate solutions provider and Marketwired is being integrated with our public relations business . We acqu ired net liabilities, at fair value, totaling $1 million and recorded a deferred tax liability o f $10 m illion related to differences in the U.S. GAAP and tax basis of our investment in Marketwired, resulting in total net liabilities acquired of $11 millio n. In the second quarter of 2016, we recorded a measurement period adjustment of $5 million to the estimated fair value of deferred tax l i abilities to reflect a revised assessment following the receipt of new information. The adjustment resulted in a decrease to both net liabilities acquired and goodwill. The measurement period adjustment was recorded as a revision in our second quarter 2016 Condensed Consolidated Balance Sheets . The adjustment did not result in an impact to our C ondensed C onsolidated S tatements of I ncome . Marketwired is part of our Corporate Solutions business within our Technology Solutions segment. Nasdaq borrowed $109 million under the revolving credit commitment of our 2014 Credit Facility , as defined in Note 8, “Debt Obligations,” to fund this acquisition. Intangible Assets The follow ing table presents the details of the Marketwired acquired intangible assets. These assets are amortized using the straight-line method. Estimated Average Remaining Value Useful Life Intangible assets: (in millions) (in years) Customer relationships $ 29 6 years Trade name 2 2 years Total intangible assets $ 31 Customer Relationships Customer relationships represent the non-contractual and contractual relationships that Marketwired has with its customers and represented the primary intangible asset in this transaction. The Marketwired customer relationships were valued using the income approach, specifically an excess earnings method. The excess earnings method examines the economic returns contributed by the identified tangible and intangible assets of a company, and then isolates the excess return that is attributable to the intangible asset being valued. A discount rate of 16.4% was utilized, which reflects the amount of risk associated with the hypothetical cash flows for the customer relationships relative to the overall business. In developing a discount rate for the customer relationships, we estimated a weighted average cost of capital for the overall business and we employed this rate when discounting the cash flows. The resulting discounted cash flows were then tax-effected at the a pplicable statutory rate, and a discounted tax amortization benefit was added to the fair value of the assets under the assumption that the customer relationships would be amortized for tax purposes over a period of 15 years. Based on the historical behavior of the customers and a parallel analysis of the customers using the excess earnings method, we estimated the remaining useful life for the acquired customer relationships to be 6 years. Acquisition of Nasdaq CX C In February 2016, we acquired Nasdaq CXC for $116 million ( $115 million in cash paid plus $1 million in working capital adjustments). With this acquisition, Nasdaq offers two Canadian markets for the trading of Canadian-listed securities . This acquisition expanded Nasdaq’s cash equity trading business in North America . We acqu ired net assets, at fair value, totaling $6 million and recorded a deferred tax liability of $20 million related to differences in the U.S. GAAP and tax basis of our investment in Nasdaq CXC , resulting in total net liabilities acquired of $14 million. Nasdaq CXC is part of our Market Services segment and our Data Products business within our Information Services segment. Nasdaq used cash on hand and borrowed $55 million under the revolving credit commitment of our 2014 Credit Facility, as defined in Note 8, “Debt Obligations,” to fund this acquisition. Intangible Assets The follow ing table presents the details of the Nasdaq CXC acquired intangible asset. This asset is amortized using the straight-line method. Estimated Average Remaining Value Useful Life Intangible asset: (in millions) (in years) Customer relationships $ 76 17 years Customer Relationships Customer relationships represent the non-contractual and contractual relationships that Nasdaq CXC has with its customers and represented the primary intangible asset in this transaction. Customer relationships were valued individually for each of Nasdaq CXC ’s businesses using the income approach, specifically an excess earnings method. The excess earnings method examines the economic returns contributed by the identified tangible and intangible assets of a company, and then isolates the excess return that is attributable to the intangible asset being valued. A discount rate of 10.3% was utilized, which reflects the amount of risk associated with the hypothetical cash flows for the customer relationships relative to the overall business. In developing a discount rate for the customer relationships, we estimated a weighted average cost of capital for the overall business and we employed this rate when discounting the cash flows. The resulting discounted cash flows were then tax-effected at the a pplicable statutory rate, and a discounted tax amortization benefit was added to the fair value of the assets under the assumption that the customer relationships would be amortized for tax purposes over a period of 15 years. Based on the historical behavior of the customers and a parallel analysis of the customers using the excess earnings method, we estimated the remaining useful life for the acquired customer relationships to be 17 years. 2015 Acquisitions We completed the following acquisitions in 2015. Financial results are included in our Condensed Consolidated Statements of Income from the date of each acquisition. Purchase Consideration Total Net Assets (Liabilities) Acquired Acquired Intangible Assets Goodwill (in millions) Dorsey, Wright & Associates, LLC $ 226 $ (26) $ 141 $ 111 The amounts in the table above represent the preliminary allocation of the purchase price and were subject to revision during the measurement period, a period not to exceed 12 months from the acquisition date. We finalized the allocation of the purchase price for the above acquisition in January 2016. There were no adjustments to the provisional values during the 12 month measurement period. Acquisition of Dorsey, Wright & Associates, LLC On January 30, 2015 , we completed the acquisition of Dorsey, Wright & Associates, LLC, or DWA, for $226 million ( $225 million cash paid plus $1 million in working capital adjustments). DWA is a market leader in data analytics, passive indexing and smart beta strategies. We acquired net assets, at fair value, totaling $8 million and recorded a deferred tax liability of $34 million related to differences in the U.S. GAAP and tax basis of our investment in DWA, resulting in total net liabilities acquired of $26 million. DWA is part of our Data Products and Index Licensing and Services businesses within our Information Services segment. Nasdaq used cash on hand and borrowed $100 million under the revolving credit commitment of our 2014 Credit Facility , as defined in Note 8, “Debt Obligations,” to fund this acquisition. Intangible Assets The following table presents the details of the DWA acquired intangible assets. All acquired intangible assets with finite lives are amortized using the straight-line method. Estimated Average Remaining Value Useful Life Intangible assets: (in millions) (in years) Trade name $ 108 Indefinite Customer relationships 29 1 5 years Technology 4 5 years Total intangible assets $ 141 Trade Name The DWA trade name is recognized in the industry and carries a reputation for quality. As such, DWA’s reputation and positive recognition embodied in the trade name is a valuable asset to Nasdaq. The trade name was considered the primary asset acquired in this transaction. In valuing the acquired trade name, we used the income approach, specifically the excess earnings method. The excess earnings method examines the economic returns contributed by the identified tangible and intangible assets of a company, and then isolates the excess return that is attributable to the intangible asset being valued. A discount rate of 17.0% was utilized, which reflects the amount of risk associated with the hypothetical cash flows generated by the DWA trade name in the future. In developing a discount rate for the trade name, we estimated a weighted average cost of capital for the overall business and we employed this rate when discounting the cash flows. The resulting discounted cash flows were then tax-effected at the a pplicable statutory rate, and a discounted tax amortization benefit was added to the fair value of the asset under the assumption that the trade name would be amortized for tax purposes over a period of 15 years. We estimated the useful life of the trade name to be indefinite. The useful life was based on several factors including the number of years the name has been in service, its popularity within the industry, and our intention to continue its use in the branding of products. Customer Relationships Customer relationships represent the non-contractual and contractual relationships that DWA has with its customers. The DWA customer relationships were valued individually for each of DWA’s businesses using the income approach, specifically the with-and-without method. The with-and-without method is commonly used when the cash flows of a business can be estimated with and without the asset in place. The premise associated with this valuation technique is that the value of an asset is represented by the differences in the subject business’ cash flows under scenarios where (a) the asset is present and is used in operations (with); and (b) the asset is absent and not used in operations (without). Cash flow differentials are then discounted to present value to arrive at an estimate of fair value for the asset. We estimated that without current customer relationships, it would take approximately 3 - 6 years, depending on the business, for the customer base to grow to 100% of current projected revenues. We also made estimates related to compensation levels and other expenses such as sales and marketing that would be incurred as the business was ramped up through the year in which the customer base would be expected to reach the level that currently exists. A discount rate of 17.5% was utilized, which reflects the amount of risk associated with the hypothetical cash flows generated by the customer relationships in the future. The resulting discounted cash flows were then tax-effected at the a pplicable statutory rate, and a discounted tax amortization benefit was added to the fair value of the asset under the assumption that the customer relationships would be amortized for tax purposes over a period of 15 years. Based on the historical behavior of the customers and a parallel analysis of the customers using the excess earnings method, we estimated the remaining useful life for the acquired customer relationships to be 15 years. Acquisition of Full Ownership of The NASDAQ Private Market, LLC and Acquisition of SecondMarket In October 2015, we acquired full ownership of NPM following the acquisition of the minority stake that was previously held by a third party. In addition, through NPM, we acquired SecondMarket, a recognized innovator in facilitating liquidity for private company securities. The additional ownership interest in NPM and SecondMarket were purchased for an immaterial amount. NPM and SecondMarket are part of our Listing Services segment. Pro Forma Results and Acquisition-related Costs Pro forma financial results for the acquisitions completed in 2016 and 2015 have not been presented since the acquisitions, both individually and in the aggregate for each year, were not material to our financial results. Acquisition-related costs for the transactions described above were expensed as incurred and are included in merger and strategic initiatives expense in the Condensed Consolidated Statements of Income. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Acquired Intangible Assets [Abstract] | |
Goodwill and Acquired Intangible Assets | 5. Goodwill and Acquired Intangible Assets Goodwill The following table presents the changes in goodwill by business segment during the nine months ended September 30 , 201 6 : Market Services Listing Services Information Services Technology Solutions Total (in millions) Balance at December 31, 2015 $ 2,941 $ 112 $ 1,823 $ 519 $ 5,395 Goodwill acquired 549 - 54 234 (1) 837 Foreign currency translation adjustment (5) (2) (14) (5) (26) Balance at September 30, 2016 $ 3,485 $ 110 $ 1,863 $ 748 $ 6,206 __________________ (1) I ncludes a $5 million measurement period adjustment related to our acquisition of Marketwired . See “Acquisition of Marketwired ,” of Note 4, “Acquisitions,” for further discussion. The goodwill acquired for Market Services and Information Services shown above relates to our acquisition s of ISE and Nasdaq CXC , and the goodwill acquired for Technology Solutions shown above relates to our acquisitions of Boardvantage and Marketwired. See “ 2016 Acquisition s ,” of Note 4, “Acquisitions,” for further discussion. As of September 30, 2016 , the amount of goodwill that is expected to be deductible for tax purposes in future periods is $860 million, of which $533 million is related to our acquisition of certain assets and assumption of certain liabilities of the eSpeed business, or eSpeed, $242 million is related to our acquisition of the Investor Relations, Public Relations and Multimedia Solutions businesses of Thomson Reuters, and $85 million is related t o other acquisition s . Goodwill represents the excess of the purchase price over the value assigned to the net tangible and identifiable intangible assets of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We test goodwill for impairment at the reporting unit level annually, or in interim periods if certain events occur indicating that the carrying amount may be impaired, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. There was no impairment of goodwill for the nine months ended September 30, 2016 and 201 5; however, events such as economic weakness or unexpected significant declines in operating results of a reporting unit may result in goodwill impairment charges in the future. Acquired Intangible Assets The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived: September 30, 2016 December 31, 2015 Gross Amount Accumulated Amortization Net Amount Weighted-Average Useful Life Gross Amount Accumulated Amortization Net Amount Weighted-Average Useful Life (in millions) (in years) (in millions) (in years) Finite-Lived Intangible Assets Technology $ 38 $ (22) $ 16 5 $ 39 $ (23) $ 16 5 Customer relationships 1,394 (442) 952 18 1,038 (387) 651 20 Other 7 (5) 2 6 5 (4) 1 9 Foreign currency translation adjustment (131) 46 (85) (138) 43 (95) Total finite-lived intangible assets $ 1,308 $ (423) $ 885 $ 944 $ (371) $ 573 Indefinite-Lived Intangible Assets Exchange and clearing registrations $ 1,257 $ - $ 1,257 $ 790 $ - $ 790 Trade names 708 - 708 700 - 700 Licenses 52 - 52 51 - 51 Foreign currency translation adjustment (162) - (162) (155) - (155) Total indefinite-lived intangible assets $ 1,855 $ - $ 1,855 $ 1,386 $ - $ 1,386 Total intangible assets $ 3,163 $ (423) $ 2,740 $ 2,330 $ (371) $ 1,959 Amortization expense for purchased finite-lived intangible assets was $23 million for the three months ended September 30, 2016, $15 million for the three months ended September 30, 2015, $59 million for the nine months ended September 30, 2016 and $46 million for the nine months ended September 30, 2015 . The estimated future amortization expense (excluding the impact of foreign currency translation adjustment s of $85 million as of September 30, 2016 ) of acquired finite-lived intangible assets as of September 30, 2016 is as follows: (in millions) 2016 (1) $ 25 2017 94 2018 90 2019 76 2020 75 2021 and thereafter 610 Total $ 970 (1) Represents the estimated amortization expense to be recognized for the remaining three months of 201 6 . |
Investments
Investments | 9 Months Ended |
Sep. 30, 2016 | |
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 $ 238 million as of September 30, 2016 and $189 million as of December 31, 201 5 . These securities are primarily comprised of highly rated European government debt securities, of which $ 183 million as of September 30, 2016 and $166 million as of December 31, 201 5 , are assets utilized to meet regulatory capital requirements primarily for our clearing operations at Nasdaq Clearing . 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 $12 million as of December 31, 2015. These securities are primarily comprised of short-term commercial paper. As of December 31, 2015, the cumulative unrealized gains and losses on these securities were immaterial. Equity Method Investments The carrying amounts of our equity method investments totaled $135 million as of September 30, 2016 and $72 million as of December 31, 201 5 and are included in other non-current assets in the Condensed Consolidated Balance Sheets. O ur equity method investments primarily included equity interests in The Options Clearing Corporation, or OCC, EuroCCP N.V. and The Order Machine, or TOM. The increase in our equity method investments as of September 30, 2016 compared with December 31, 2015 is primarily due to the inclusion of an additional 20.0% ownership interest in OCC, which we acquired in connection with our acquisition of ISE on June 30, 2016, bringing our total ownership interest in OCC to 40.0% as of September 30, 2016. Net income recognized from our equity interest in the earnings and losses of these equity method investments was $2 m illion for both the three months ended September 30, 2016 and September 30, 2015 , $6 million for the nine months ended September 30, 2016, and $16 million for the nine months ended September 30, 2015 . The decrease in the first nine months of 2016 compared with the same period in 2015 is primarily due to income recognized from our equity method investment in OCC in 2015. W e were not able to determine what our share of OCC’s income was for the year ended December 31, 2014 until the first quarter of 2015, when OCC ’s financial statements were made available to us. As a result, we recorded other income of $13 million in March 2015 relating to our share of OCC’s income for the year ended December 31, 2014. This income is included in net income from unconsolidated investees in the Condensed Consolidated Statements of Income for the nine months ended September 30, 2015. Cost Method Investments The carrying amount of our cost method investments totaled $147 million as of September 30, 2016 and $132 million as of December 31, 201 5 and is included in other non-current assets in the Condensed Consolidated Balance Sheets. O ur cost method investments primarily represent our 5% ownership interest in Borsa Istanbul and our 5% ownership interest in LCH.Clearnet Group Limited, or LCH. The Borsa Istanbul shares, which were issued to us in the first quarter of 2014, are part of the consideration to be received under a market technology agreement. This investment has a cost basis of $75 million which is guaranteed to us via a put option negotiated as part of the market technology agreement. |
Deferred Revenue
Deferred Revenue | 9 Months Ended |
Sep. 30, 2016 | |
Deferred Revenue [Abstract] | |
Deferred Revenue | 7. Deferred Revenue Deferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the nine months ended September 3 0 , 2016 and 2015 are reflected in the following table : Initial Listing Revenues Listing of Additional Shares Revenues Annual Renewal and Other Revenues Technology Solutions Revenues (2) Total (in millions) Balance at January 1, 2016 $ 59 $ 53 $ 16 $ 199 $ 327 Additions (1) 9 10 327 384 730 Amortization (1) (13) (22) (275) (343) (653) Translation adjustment - - - 3 3 Balance at September 30, 2016 $ 55 $ 41 $ 68 $ 243 $ 407 Balance at January 1, 2015 $ 54 $ 78 $ 13 $ 247 $ 392 Additions (1) 15 8 244 324 591 Amortization (1) (12) (27) (190) (364) (593) Translation adjustment - - (2) (13) (15) Balance at September 30, 2015 $ 57 $ 59 $ 65 $ 194 $ 375 (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. (2) Technology solutions deferred revenue primarily includes revenues from our corporate solutions subscription-based contracts, which are primarily billed quarterly in advance, and our market technology client contracts where customization and significant modifications to the software are made to meet the needs of our customers. For our market technology contracts, 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. At September 3 0 , 2016, 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: 2016 (1) $ 4 $ 6 $ 65 $ 46 $ 121 2017 15 20 3 75 113 2018 14 10 - 41 65 2019 11 4 - 37 52 2020 7 1 - 33 41 2021 and thereafter 4 - - 11 15 $ 55 $ 41 $ 68 $ 243 $ 407 (1) Represents deferred revenue that is anticipated to be recognized over the remaining three months of 2016 . (2) Technology solutions deferred revenue primarily includes corporate solutions and market technology deferred revenue. 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. As such, as it relates to market technology revenues, the timing represents our best estimate. |
Debt Obligations
Debt Obligations | 9 Months Ended |
Sep. 30, 2016 | |
Debt Obligations [Abstract] | |
Debt Obligations | 8. Debt Obligations The following table presents the changes in the carrying amount of our debt obligations during the nine months ended September 30, 2016 : December 31, 2015 Additions Payments, Accretion and Other September 30, 2016 (in millions) 5.55% senior unsecured notes due January 15, 2020 (1) $ 597 $ - $ 1 $ 598 5.25% senior unsecured notes due January 16, 2018 (1) 368 - 1 369 3.875% senior unsecured notes due June 7, 2021 (1) 646 - 24 670 4.25% senior unsecured notes due June 1, 2024 (1) 495 - - 495 1.75% senior unsecured notes due May 19, 2023 (1) - 664 1 665 3.85% senior unsecured notes due June 30, 2026 (1) - 495 - 495 $400 million senior unsecured term loan facility due November 25, 2019 (average interest rate of 1.97% for the period March 17, 2016 through September 30, 2016) (2) - 399 - 399 $750 million revolving credit commitment due November 25, 2019 (average interest rate of 1.63% for the period January 1, 2016 through September 30, 2016) (2) 258 878 (1,118) 18 Total debt obligations 2,364 2,436 (1,091) 3,709 Less current portion - (20) - (20) Total long-term debt obligations $ 2,364 $ 2,416 $ (1,091) $ 3,689 (1) See “Senior Unsecured Notes” below for further discussion. (2) See “2016 Credit Facility” and “2014 Credit Facility” below for further discussion. Senior Unsecured Notes Our senior unsecured 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 September 30, 2016, the amounts in the table above reflect the aggregate principal amount, less the unamortized debt discount and the unamortized debt issuance costs which are being accreted through interest expense over the life of the applicable note. Our senior unsecured notes are general unsecured obligations of ours and rank equally with all of our existing and future unsubordinated obligations and they are not guaranteed by any of our subsidiaries. The senior unsecured 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. 5.55% Senior Unsecured Notes In January 2010, Nasdaq issued $600 million aggregate principal amount of 5.55 % senior unsecured notes due January 15, 2020, or the 2020 Notes. The 2020 Notes pay interest semiannually at a rate of 5.55 % per annum until January 15, 2020 . 5.25% Senior Unsecured Notes In December 2010, Nasdaq issued $370 million aggregate principal amount of 5.25% senior unsecured notes due January 16, 2018 , or 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’s debt rating up to a rate not to exceed 7.25 %. U pon 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. 3.875% Senior Unsecured Notes In June 2013, Nasdaq issued €600 million aggregate principal amount of 3.875% senior unsecured notes due June 7, 2021, or 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’s debt rating up to a rate not to exceed 5.875% . U pon 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 rate risk associated with certain investments in these subsidiaries. The increase in the carrying amount of $24 million noted in the “Payments, Accretion and Other” column in the table above primarily reflects the translation of the 2021 Notes into U.S. dollars and is recorded in accumulated other comprehensive loss within stockholders’ equity in the Condensed Consolidated Balance Sheets as of September 30, 2016 . 4.25% Senior Unsecured Notes In May 2014, Nasdaq issued $500 million aggregate principal amount of 4.25% senior unsecured notes due June 1, 2024, or 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’s debt rating up to a rate not to exceed 6.25% . U pon 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. 1 . 75 % Senior Unsecured Notes In May 201 6 , Nasdaq issue d €600 million aggregate principal amount of 1.75% senior unsecured notes due May 19 , 2023, or the 2023 Notes. We used the net proceeds from the 2023 Notes and the 2026 Notes, as defined below, to fund our acquisition of ISE. See “Acquisition of International Securities Exchange , ” of Note 4, “Acquisitions ,” for further discussion of the ISE acquisition . The 2023 Notes pay interest annually at a rate of 1.75% per annum until May 19 , 2023 and such rate may vary with Nasdaq’s debt rating up to a rate not to exceed 3.75% . U pon 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 2023 Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange rate risk associated with certain investments in these subsidiaries. The increase in the carrying amount of $1 million noted in the “Payments, Accretion and Other” column in the table above reflects the translation of the 2023 Notes into U.S. dollars and is recorded in accumulated other comprehensive loss within stockholders’ equity in the Condensed Consolidated Balance Sheets as of September 30, 2016. 3.85 % Senior Unsecured Notes In June 201 6 , Nasdaq issue d $500 million aggregate principal amount of 3.85% senior unsecured notes due June 30 , 202 6 , or the 202 6 Notes. We used the net proceeds from the 2023 Notes and the 2026 Notes to fund our acquisition of ISE. See “Acquisition of International Securities Exchange , ” of Note 4, “Acquisitions ,” for further discussion of the ISE acquisition . The 202 6 Notes pay interest semi annually at a rate of 3.85% per annum until June 30 , 202 6 and such rate may vary with Nasdaq’s debt rating up to a rate not to exceed 5.85% . U pon 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. Credit Facilities As of September 30, 2016, the amounts in the table above reflect the aggregate principal amount, less the unamortized debt issuance costs which are being accreted through interest expense over the life of the applicable credit facility. Nasdaq is permitted to repay borrowings under our c redit f acilit ies at any time in whole or in part, without penalty. We are also required to repay loans outstanding under our c redit f acilit ies with net cash proceeds from sales of property and assets of Nasdaq 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. 2016 Credit Facility In March 201 6 , Nasdaq entered into a credit agreement which provides for a $400 million senior unsecured term loan facility which matures on November 25, 2019, or the 2016 Credit Facility. In March 2016, loans in an aggregate principal amount of $400 million were drawn under the 2016 Credit Facility and the net proceeds were used to partially repay amounts outstanding under the revolving credit commitment of the 2014 Credit Facility , as discussed and defined below . Loans under the 2016 Credit Facility pay interest monthly at a variable interest rate based on either the London Interbank Offered Rate , or LIBOR, or the b ase r ate (or other applicable rate with respect to non-dollar borrowings), plus an applicable margin that varies with Nasdaq’s debt rating . Under the 2016 Credit Facility, we are required to make quarterly principal payments beginning in March 2018 equal to 2.50% of the aggregate original principal amounts borrowed with the remaining amounts due at maturity. The credit agreement contains financial and operating covenants. Financial covenants include a minimum interest expense coverage ratio and a maximum leverage ratio. Operating covenants include, among other things, limitations on Nasdaq’s ability to incur additional indebtedness, grant liens on assets, enter into affiliate transactions, disposition of assets by Nasdaq and pay dividends. 2014 Credit Facility In November 2014, Nasd a q entered into a $750 millio n senior unsecured five-year credit facility which matures on November 25, 2019, or the 2014 Credit Facility. The 2014 Credit Facility consists of a $750 million revolving credit commitment (with sublimits for non-dollar borrowings, swingline borrowings and letters of credit). During the first nine months of 2016, we borrowed $878 million under the revolving credit commitment of the 2014 Credit Facility, of which $361 million was used to partially fund our acquisitions of Nasdaq CXC, Marketwired and Boardvantage, and $517 million was used for gene ral corporate purposes . See “2016 Acquisitions,” of Note 4, “Acquisitions ,” for further discussion of the Nasdaq CXC, Marketwired and Boardvantage acquisitions. During the first nine months of 2016, we used the net proceeds from our 2016 Credit Facility and cash on hand to repa y $1,118 million under the revolving credit commitment of the 2014 Cr edit Facility. The loans under the 2014 Credit Facility have a variable interest rate based on either the LIBOR or the base rate (as defined in the credit agreement) (or other applicable rate with respect to non-dollar borrowings), plus an applicable margin that varies with Nasdaq’s debt rating. The 2014 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’s ability to incur additional indebtedness, grant liens on assets, enter into affiliate transactions and pay dividends. Our 2014 Credit Facility allows us to pay cash dividends on our common stock. The 2014 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 . Other Credit Facilities In addition to the revolving credit commitment under our 2014 Credit Facility discussed above, we have credit facilities related to our Nasdaq C learing operations in order to provide further liquidity. C redit facilities, which are available in multiple currencies, totaled $181 million at September 30, 2016 and $202 million at December 31, 2015 in available liquidity, none of which was utilized. Debt Covenants At September 30, 2016 , we were in compliance with the covenants of all of our debt obligations. |
Employee Benefits
Employee Benefits | 9 Months Ended |
Sep. 30, 2016 | |
Employee Benefits [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 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. As such, net periodic benefit cost was immaterial for both the three and nine months ended September 30, 2016 and 2015. 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 $4 million for both the three months ended September 30, 2016 and 2015 and $13 million for both the nine months ended September 30, 2016 and 2015. U.S. Defined Contribution Savings Plan We sponsor a voluntary defined contribution savings 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. Savings plan expense is included in compensation and benefits expense in the Condensed Consolidated Statements of Income and was $3 million for both the three months ended September 30, 2016 and 2015 and $8 million for both the nine months ended September 30, 2016 and 2015. Employee Stock Purchase Plan We have an employee stock purchase plan, or ESPP, under which approximately 2.4 million shares of our common stock have been reserved for future issuance as of September 30, 2016. 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 both the three months ended September 30, 2016 and 2015 and $3 million for both the nine months ended September 30, 2016 and 2015. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
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 two 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 exceeded the applicable performance parameters, the grants vest on the third anniversary of the grant date, if Nasdaq met the applicable performance parameters, the grants vest on the fourth anniversary of the grant date, and if Nasdaq did 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. The grant date fair value of restricted stock awards is based on the closing price at the date of grant less the present value of future cash dividends. 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. 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, 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, 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’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. Nasdaq’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’s overall performance against both peer groups. However, if Nasdaq’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 values of the PSU awards granted under the TSR program during the nine months ended September 3 0 , 2016 and 2015: Nine Months Ended September 30, 2016 2015 Weighted-average risk free interest rate 0.84% 0.81% Expected volatility (1) 21.0% 21.5% Weighted-average grant date share price $ 66.36 $ 50.93 Weighted-average fair value at grant date $ 93.25 $ 63.99 (1) We use historic volatility for PSU awards issued under the TSR program, as implied volatility data could not be obtained for all the companies in the peer groups used for relative performance measurement within the TSR program. In addition, the annual dividend assumption utilized in the Monte Carlo simulation model is based on Nasdaq’s dividend yield at the date of the grant. Summary of 2016 Equity Awards In March 201 6 , we granted restricted stock to most active employees. During the first nine months of 2016, certain officers received grants of 510,486 PSUs. Of these PSUs granted, 355,426 units are subject to the performance measures and vesting schedules of the TSR program as discussed above, and the remaining 155,060 units are subject to a one-year performance period and generally vest ratably on an annual basis from December 31, 2017 through December 31, 2019 . See “Summary of Restricted Stock and PSU Activity” below for further discussion. During 201 5 , certain grants of PSUs with a one-year performance period exceeded the applicable performance parameters. As a result, an additional 87,582 units were considered granted in the first quarter of 201 6 . Certain grants of PSUs that were issued in 2013 under the TSR program with a three-year performance period exceeded the applicable performance parameters. As a result, an additional 406,075 units were considered granted in the first quarter of 2016. See “Summary of Restricted Stock and PSU Activity” below for further discussion. Common Shares Available Under Our Equity Plan As of September 30, 2016 , we had approximately 6.4 million shares of common stock authorized for future issuance under Nasdaq’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 nine months ended September 30, 2016 and 201 5 in the Condensed Consolidated Statements of Income: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (in millions) (in millions) Share-based compensation expense before income taxes $ 19 $ 17 $ 55 $ 49 Income tax benefit (8) (7) (23) (20) Share-based compensation expense after income taxes $ 11 $ 10 $ 32 $ 29 Summary of Restricted Stock and PSU Activity The following table summarizes our restricted stock and PSU activity for the nine months ended September 30, 2016 : 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, 2016 3,343,738 $ 35.36 1,863,685 $ 47.57 Granted 697,279 (1) 62.91 1,004,143 (2) 64.82 Vested (1,229,562) 27.83 (888,718) 43.81 Forfeited (225,961) 42.66 (44,609) 50.38 Unvested balances at September 30, 2016 2,585,494 $ 45.73 1,934,501 $ 58.23 (1) Primarily reflects our company-wide equity grant issued in March 201 6 , as discussed above. (2) PSUs granted in 201 6 reflect awards issued to certain officers, as described above. At September 30, 2016 , $ 110 million of total unrecognized compensation cost related to restricted stock and PSUs is expected to be recognized over a weighted-average period of 1.6 years . Summary of Stock Option Activity The following table summarizes our stock option activity for the nine months ended September 30, 2016 : 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, 2016 2,626,487 $ 27.74 2.63 $ 80 Exercised (1,051,828) 33.77 Outstanding at September 30, 2016 1,574,659 $ 23.72 2.61 $ 69 Exercisable at September 30, 2016 1,574,659 $ 23.72 2.61 $ 69 (1) No stock option awards were granted during the nine months ended September 30, 2016 . All stock options were vested in 2014. We received net cash proceeds of $14 million from the exercise of 424,361 stock options during the three months ended September 30, 2016 and received net cash proceeds of $36 million from the exercise of 1,051,828 stock options during the nine months ended September 30, 2016. We received net cash proceeds of $2 million from the exercise of 59,141 stock opt ions during the three months ended September 30, 2015 and received net cash proceeds of $13 million from the exercise of 492,345 stock options during the nine months ended September 30, 2015 . 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 September 30, 2016 of $67.54 and the exercise price, times the number of shares) based on stock options with an exercise price less than Nasdaq’s closing price of $ 67.54 as o f September 30, 2016 , 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 September 30, 2016 was 1.6 million . As of September 30, 2015 , 2.8 million outstanding stock options were exercisable and the weighted-average exercise price was $27.79 . The total pre-tax intrinsic value of stock options exercised was $14 million for the three months ended September 30, 2016, $1 million for the three months ended September 30, 2015, $36 million for the nine months ended September 30, 2016 and $12 million for the nine months ended September 30, 2015 . |
Nasdaq Stockholders_ Equity
Nasdaq Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2016 | |
Nasdaq Stockholders’ Equity [Abstract] | |
Nasdaq Stockholders' Equity | 11. Nasdaq Stockholders’ Equity Common Stock At September 30, 2016, 300,000,000 shares of our common stock were authorized, 169,018,836 shares were issued and 165,198,693 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 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 stockholders’ equity and included in common stock in treasury, at cost in the Condensed Consolidated Balance Sheets. Most shares repurchased under our share repurchase program are retired and cancelled, and the remaining shares are available for general corporate purposes. When treasury shares are reissued, they are recorded at the average cost of the treasury shares acquired. We held 3,820,143 shares of common stock in treasury as of September 30, 2016 and 2,917,464 shares as of December 31, 2015 . Share Repurchase Program In the fourth quarter of 2014, our board of directors authorized the repurchase of up to $500 million of our outstanding common stock and in the first quarter of 2016, our board of directors authorized the repurchase of an additional $370 million of our outstanding common stock under our share repurchase program. 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 primarily funded from existing cash balances. The share repurchase program may be suspended, modified or discontinued at any time. During the first nine months of 2016, we repurchased 1,547,778 shares of our common stock at an average price of $64.42 , for an aggregate purchase price of $100 million. As discussed above in “Common Stock in Treasury, at Cost,” most shares repurchased under the share repurchase program are retired and cancelled, and the remaining shares are available for general corporate purposes. As of September 30, 2016, the remaining amount authorized for share repurchases under the program was $429 million. Other Repurchases of Common Stock During the nine months ended September 30, 2016, we repurchased 902,679 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 September 30, 2016 and December 31, 2015, no shares of preferred stock were issued or outstanding. Cash Dividends on Common Stock During the nine months ended September 30, 2016, our board of directors declared the following cash dividends: Declaration Date Dividend Per Common Share Record Date Total Amount (1) Payment Date (in millions) January 27, 2016 $ 0.25 March 14, 2016 $ 41 March 28, 2016 March 28, 2016 $ 0.32 June 10, 2016 $ 53 June 24, 2016 July 26, 2016 $ 0.32 September 16, 2016 $ 53 September 30, 2016 (1) These amounts were recorded in retained earnings in the Condensed Consolidated Balance Sheets at September 30, 2016. In October 2016, the board of directors declared a regular quarterly cash dividend of $0.32 per share on our outstanding common stock. The dividend is payable on December 30 , 2016 to shareholders of record at the close of business on December 16 , 2016. The estimated amount of this dividend is $53 million. The dividends declared in March 2016, July 2016 and October 2016 of $0.32 per share on our outstanding common stock reflect a 28% increase from our prior year’s quarterly cash dividends of $0.25. 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 | 9 Months Ended |
Sep. 30, 2016 | |
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 September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (in millions, except share and per share amounts) Numerator: Net income attributable to common shareholders $ 131 $ 138 $ 333 $ 280 Denominator: Weighted-average common shares outstanding for basic earnings per share 165,606,199 166,903,697 164,971,288 168,203,316 Weighted-average effect of dilutive securities: Employee equity awards 2,898,633 3,556,065 3,355,780 3,514,960 Contingent issuance of common stock (1) 992,247 992,247 333,163 334,384 Weighted-average common shares outstanding for diluted earnings per share 169,497,079 171,452,009 168,660,231 172,052,660 Basic and diluted earnings per share: Basic earnings per share $ 0.79 $ 0.83 $ 2.02 $ 1.66 Diluted earnings per share $ 0.77 $ 0.80 $ 1.97 $ 1.63 (1) S ee “Non-Cash Contingent Consideration,” of Note 15, “Commitments, Contingencies and Guarantees,” for further discussion . Stock options to purchase 1,574,659 shares of common stock and 4,519,995 shares of restricted stock and PSUs were outstanding at September 30, 2016. For the three months ended September 30, 2016, we included all of the outstanding stock options and 4,135,696 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 nine months ended September 30, 2016, we included all of the outstanding stock options and 3,864,478 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 shares of restricted stock and PSUs are antidilutive, and as such, they were properly excluded. Stock options to purchase 2,821,712 shares of common stock and 5,507,394 shares of restricted stock and PSUs were outstanding at September 30, 2015. For the three months ended September 30, 2015, we included all of the outstanding stock options and 5,496,526 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 nine months ended September 30, 2015, we included all of the outstanding stock options and 5,086,010 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 shares of restricted stock and PSUs are antidilutive, and as such, they were properly excluded. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | 13. Fair Value of Financial Instruments The fair value of our financial instruments are measured based on a three-level 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. 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 September 30, 2016 and December 31, 2015 . September 30, 2016 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) $ 238 $ 238 $ - $ - Default fund and margin deposit investments (2) 1,865 1,324 541 - Total $ 2,103 $ 1,562 $ 541 $ - December 31, 2015 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) $ 201 $ 189 $ 12 $ - Default fund and margin deposit investments (2) 1,556 1,253 303 - Total $ 1,757 $ 1,442 $ 315 $ - (1) As of September 30, 2016 and December 31, 2015, Level 1 financial investments, at fair value were primarily comprised of trading securities, mainly highly rated European government debt securities . Of these securities, $183 million as of September 30, 2016 and $166 million as of December 31, 2015 are assets utilized to meet regulatory capital requirements, primarily for the clearing operations at Nasdaq Clearing. As of December 31, 2015, Level 2 financial investments, at fair value were primarily comprised of available-for-sale investment securities in short-term commercial paper. (2) Default fund and margin deposit investments include cash contributions invested by Nasdaq Clearing, in accordance with its investment policy, either in highly rated European, and to a lesser extent, U.S. government debt securities, time deposits or reverse repurchase agreements with highly rated government debt securities as collateral. Of the total balance of $3,323 million recorded in the Condensed Consolidated Balance Sheets as of September 30, 2016, $541 million of cash contributions have been invested in reverse repurchase agreements and $1,324 million of cash contributions have been invested in highly rated European, and to a lesser extent, U.S. government debt securities. The remainder of this balance is held in cash. Of the total balance of $2,228 million recorded in the Condensed Consolidated Balance Sheets as of December 31, 2015, $303 million of cash contributions have been invested in reverse repurchase agreements and $1,253 million of cash contributions have been invested in highly rated European, and to a lesser extent, U.S. government debt securities. The remainder of this balance is held in cash. See Note 14, “Clearing Operations,” for further discussion of default fund contributions and margin deposits. There were no transfers between Level 1 and Level 2 of the fair value hierarchy as of September 30, 2016 and December 31, 2015. 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 OCC, EuroCCP N.V. and TOM are accounted for under the equity method of accounting and our investments in Borsa Istanbul and LCH are carried at cost. See “Equity Method Investments,” and “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 $4.0 billion at September 30, 2016 and $2.5 billion at December 31, 2015. 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 is 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 | 9 Months Ended |
Sep. 30, 2016 | |
Clearing Operations [Abstract] | |
Clearing Operations | 14. Clearing Operations Nasdaq Clearing Nasdaq Clearing is authorized and supervised under the European Market Infrastructure Regulation as a 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 over-the-counter, or OTC, tr ades in equity derivatives, fixed income derivatives, resale and repurchase contracts, power derivatives, emission allowance derivatives, freight and fuel oil derivatives, iron ore derivatives and seafood derivatives . Th rough our clearing operations in the financial markets, which include the resale and repurchase market, the commodities markets, and the seafood market, Nasdaq Clearing is the legal counterparty for, and guarantees the fulfillment of, each contract cleared. These contracts are not used by Nasdaq Clearing for the purpose of trading on its own behalf. As the legal counterparty of each transaction, Nasdaq Clearing bears the counterparty risk between the purchaser and seller in the contract. In its guarantor role, Nasdaq Clearing has precisely equal and offsetting claims to and from clearing members on opposite sides of each contract , standing as the CCP on every contract cleared . In accordance with the rules and regulations of Nasdaq 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 Clearing ’s default fund and margin requirements. Nasdaq 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 Clearing and its clearing members must contribute to the total regulatory capital related to the clearing operations of Nasdaq 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 Clearing’s members with regard to total regulatory capital required . See “Default Fund Contributions” below for further discussion of Nasdaq Clearing ’s default fund. Power of assessment and a liability waterfall also have been implemented. See “Power of Assessment” and “Liability Waterfall” below for further discussion. These requirements ensure the alignment of risk between Nasdaq Clearing and its clearing members. Default Fund Contributions and Margin Deposits As of September 30, 2016 , clearing member default fund contributions and margin deposits were as follows: September 30, 2016 Cash Contributions (1) Non-Cash Contributions Total Contributions (in millions) Default fund contributions (2) $ 312 $ 109 $ 421 Margin deposits 3,011 3,597 6,608 Total $ 3,323 $ 3,706 $ 7,029 (1) As of September 30, 2016 , in accordance with its investment policy, Nasdaq Clearing has invested cash contributions of $ 541 m illion in reverse repurchase agreements and $1,324 million in highly rated European, and to a lesser extent, U.S. government debt securities . The remainder of this balance is held in cash. (2) As of September 30, 2016, of the total contributions of $421 million , Nasdaq Clearing can utilize $332 million as capital resources in the event of a counterparty default . The remaining balance of $89 million pertains to member posted surplus balances. Default Fund Contributions C ontributions 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 held in cash or invested by Nasdaq Clearing, in accordance with its investment policy, either in highly rated government debt securities, time deposits or reverse repurchase agreements with highly rated government debt securities as collateral. Nasdaq Clearing maintains and manages all cash deposits related to margin collateral. All risks and rewards of collateral ownership, including interest, belong to Nasdaq Clearing. 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 Clearing. Non-cash contributions are pledged assets that are not recorded in the Condensed Consolidated Balance Sheets as Nasdaq 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 Clearing’s name for the benefit of the clearing members and are immediately accessible by Nasdaq Clearing in the event of a default. In addition to clearing members’ required contributions to the default funds, Nasdaq Clearing is also required to contribute capital to the default funds and overall regulatory capital as specified under its clearinghouse rules. As of September 30, 2016 , Nasdaq Clearing committed capital totaling $142 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 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. Margin Deposits Nasdaq 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 if needed . See “Default Fund Contributions” above for further discussion of cash and non-cash contributions. Nasdaq Clearing maintains and manages all cash deposits related to margin collateral. All risks and rewards of collateral ownership, including interest, belong to Nasdaq 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 Clearing’s name for the benefit of the clearing members and are immediately accessible by Nasdaq Clearing in the event of a default . Nasdaq 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 Clearing the ability to mitigate the risk of a clearing member defaulting due to exceptionally large losses. In the event of a default, Nasdaq Clearing can access the defaulting member’s margin deposits to cover the defaulting member’s losses . Regulatory Capital and Risk Management Calculations Nasdaq Clearing manages risk through a comprehensive counterparty risk management framework, which is comprised of policies, procedures, standards and financial resources. The level of regulatory capital is determined in accordance with Nasdaq 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 Clearing is the legal counterparty for each contract traded and thereby guarantees the fulfillment of each contract. Nasdaq 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 September 30, 2016 . The market value of derivative contracts outstanding prior to netting was as follows: September 30, 2016 (in millions) Commodity and seafood options, futures and forwards (1)(2)(3) $ 904 Fixed-income options and futures (1)(2) 988 Stock options and futures (1)(2) 192 Index options and futures (1)(2) 140 Total $ 2,224 (1) 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. (2) We determined the fair value of our futures contracts based upon quoted market prices and average quoted market yields. (3) 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. The total number of derivative contracts cleared through Nasdaq Clearing for the nine months ended September 30, 2016 and 201 5 was as follows: September 30, 2016 September 30, 2015 Commodity and seafood options, futures and forwards (1) 2,548,090 2,371,252 Fixed-income options and futures 10,656,778 14,739,280 Stock options and futures 22,012,777 25,106,934 Index options and futures 38,389,146 37,273,603 Total 73,606,791 79,491,069 (1) The total volume in cleared power related to commodity contracts was 1,197 Terawatt hours (TWh) for the nine months ended September 30, 2016 and 1,077 TWh for the nine months ended September 30, 2015 . The outstanding contract value of resale and repurchase agreements was $6.3 billion as of September 30, 2016 and $5.9 billion as of September 30, 2015 . The total number of resale and repurchase contracts cleared was 6,027,419 for the nine months ended September 30, 2016 and was 5,899,287 for the nine months ended September 30, 2015 . Power of Assessment To further strengthen the contingent financial resources of the clearinghouse, Nasdaq 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 100.0% of the clearing member’s aggregate contribution to the financial, commodities, and seafood markets ’ 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 by Nasdaq Clearing , which totaled $19 million at September 30, 2016 ; · 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 (i.e., the financial, commodities, or seafood market ) , which includes capital contributions of both the clearing members and Nasdaq Clearing on a pro-rata basis; · senior capital contributed to each specific market by Nasdaq Clearing , calculated in accordance with clearinghouse rules , which totaled $ 52 million at September 30, 2016 ; and · mutualized default fund, which includes capital contributions of both the clearing members and Nasdaq Clearing on a pro-rata basis. If additional funds are needed after utilization of the mutualized default fund, then Nasdaq 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 | 9 Months Ended |
Sep. 30, 2016 | |
Commitments, Contingencies and Guarantees [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 related to our clearing businesses. Financial guarantees issued to us totaled $14 million at September 30, 2016 and $13 million at December 31, 201 5 . As discussed in “Other Credit Facilities,” of Note 8 , “Debt Obligations,” a t September 30, 2016 , credit facilities, which are available in multiple currencies, totaled $181 million in available liquidity, none of which was utilized. At December 31, 201 5 , credit facilities, which are available in multiple currencies, totaled $202 million in available liquidity, none of which 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. As of September 30, 2016 , 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. Execution Access assumes the counterparty risk of clients that do not clear through the Fixed Income Clearing Corporation. 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. Counterparties that do not clear through the Fixed Income Clearing Corporation are subject to a credit due diligence process and may be 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 $3 million as of September 30, 2016 and $11 million at December 31, 201 5 . These guarantees are primarily related to obligations for our rental and leasing contracts as well as performance guarantees on certain m arket t echnology 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 have provided a guarantee related to lease obligations for The Nasdaq Entrepreneurial Center Inc., or the Entrepreneurial Center. The Entrepreneurial Center is a not-for-profit organization designed to convene, connect and engage aspiring and current entrepreneurs. This entity is not included in the condensed consolidated financial statements of Nasdaq. 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. Non-Cash Contingent Consideration As part of the eSpeed purchase price consideration, we have agreed to future annual issuances of 992,247 shares of Nasdaq common stock which approximated certain tax benefits associated with the transaction. Such contingent future issuances of Nasdaq common stock will be paid ratably through 2027 if Nasdaq’s total gross revenues equal or exceed $25 million in each such year. The contingent future issuances of Nasdaq common stock are subject to anti-dilution protections and acceleration upon certain events. Escrow Agreements In connection with prior acquisition s, we entered into escrow agreement s to secure the payment of post-closing adjustments and to ensure other closing conditions. At September 30, 2016 , th e s e escrow agreement s provide for future payment of $32 million and are included in other current liabilities in the Condensed Consolidated Balance Sheets. Routing Brokerage Activities One of our broker-dealer subsidiaries, Nasdaq Execution Services, LLC provides a guarantee to securities clearinghouses and exchanges under its 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’ maximum potential liability under these arrangements cannot be quantified. However, we believe that the potential for Nasdaq Execution 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 were named as a defendant in a putative class action, Rabin v. NASDAQ OMX PHLX LLC, et al., No. 15-551 (E.D. Pa.), filed in 2015 in the United States District Court for the Eastern District of Pennsylvania. On April 21, 2016, the court entered an order granting our motion to dismiss the complaint. The plaintiff appealed the dismissal to the Court of Appeals for the Third Circuit on May 18, 2016. Given that the complaint was dismissed at the preliminary stage of the proceeding, we are unable to estimate what, if any, liability may result from this litigation. However, we believe (as the district court concluded) that the claims are without merit, and we intend to defend the dismissal on appeal vigorously. 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 district court appointed lead counsel, who filed an amended complaint on September 2, 2014. The amended complaint names as defendants seven national exchanges, as well as Barclays PLC, which operated a private alternative trading system. On behalf of a putative class of securities traders, the plaintiffs allege that the defendants engaged in a scheme to manipulate the markets through high-frequency trading; the amended complaint asserts claims against us under Section 10(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Rule 10b-5, as well as under Section 6(b) of the Exchange Act. We filed a motion to dismiss the amended complaint on November 3, 2014. In response, the plaintiffs filed a second amended complaint on November 24, 2014, which names the same defendants and alleges essentially the same violations. We then filed a motion to dismiss the second amended complaint on January 23, 2015. On August 26, 2015, the district court entered an order dismissing the second amended complaint in its entirety with prejudice, concluding that most of the plaintiffs’ theories were foreclosed by absolute immunity and in any event that the plaintiffs failed to state any claim. The plaintiffs have appealed the judgment of dismissal to the United States Court of Appeals for the Second Circuit. The Second Circuit heard oral argument on August 24, 2016. On August 25, 2016, the Second Circuit issued an order requesting the SEC’s views on whether the district court had subject-matter jurisdiction over the case, and whether the defendants are immune from suit regarding the challenged conduct. Given the preliminary nature of the proceedings, and particularly the fact that the complaints have been dismissed, we are unable to estimate what, if any, liability may result from this litigation. However, we believe (as the district court concluded) that the claims are without merit and will continue to litigate vigorously. In addition, we were 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. On September 29, 2014, we filed a motion to dismiss the complaints. On April 28, 2015, the district court entered an order dismissing the complaints in their entirety with prejudice, concluding that they are foreclosed by the Exchange Act and in any event do not state a claim under the contracts. The plaintiff appealed the judgment of dismissal to the United States Court of Appeals for the Second Circuit. On September 23, 2016, the Second Circuit issued an opinion affirming the district court’s dismissal of all three complaints, concluding that many of plaintiff’s claims were preempted, that plaintiff failed to state a claim for breach of contract, and that, insofar as plaintiff alleged that the exchanges’ implementation or operation of the NMS Plans violates the Exchange Act, plaintiff was required to exhaust his administrative remedies before the SEC. Plaintiff filed a petition for panel or en banc rehearing before the Second Circuit on October 7, 2016, in one of the three appeals. As of October 26, 2016, the Second Circuit has not taken any action on the petition. Given the preliminary nature of the proceedings, and particularly the fact that the complaints have been dismissed, we are unable to estimate what, if any, liability may result from this litigation. However, we believe (as the district court and the Second Circuit concluded) that the claims are without merit and intend to continue to litigate vigorously if the petition for rehearing is granted. Except as disclosed above and in prior reports filed under the Exchange 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 | 9 Months Ended |
Sep. 30, 2016 | |
Business Segments [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. See Note 1, “Organization and Nature of Operations,” for further discussion of our reportable segments. 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 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. For the three and nine months ended September 30, 2016 , the following items are allocated to corporate items for segment reporting purposes: Amortization expense of acquired intangible assets : We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations. As such, if intangible asset amortization is included in performance measures, it is more difficult to assess the day-to-day operating performance of the segments , and the relative operating performance of the segments between periods . Management does not consider intangible asset amortization expense for the purpose of evaluating the performance of our segments or their managers or when making decisions to allocate resources. Therefore, we believe performance measures excluding intangible asset amortization expense provide management with a more useful representation of our segment’s ongoing activity in each period. Restructuring charges: Restructuring charges are associated with our 2015 restructuring plan to improve performance, cut costs and reduce spending and are primarily related to (i) the rebranding of our company name from The NASDAQ OMX Group, Inc. to Nasdaq, Inc., (ii) severance and other termination benefits, (iii) costs to vacate duplicate facilities, and (iv) asset impairment charges. We do not allocate these restructuring costs because they do not contribute to a meaningful evaluation of a particular segment’s ongoing operating performance. Merger and strategic initiatives expense: We have pursued various strategic initiatives and completed a number of acquisitions in recent years which have resulted in expenses which would not have otherwise been incurred. These expenses include integration costs, as well as legal, due diligence and other third party transaction costs. The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transaction. Accordingly, we do not allocate these costs for purposes of disclosing segment results because they do not contribute to a meaningful evaluation of a particular segment’s ongoing operating performance. Other significant items: We have excluded certain other charges or gains that are the result of other non-comparable events to measure operating performance. We do not allocate these items for purposes of disclosing segment results as they do not contribute to a meaningful evaluation of a particular segment’s ongoing operating performance. The following table presents certain information regarding our operating segments for the three and nine months ended September 30, 2016 and 201 5 . Market Services Listing Services Information Services Technology Solutions Corporate Items and Eliminations Consolidated (in millions) Three Months Ended September 30, 2016 Total revenues $ 557 $ 68 $ 137 $ 167 $ - $ 929 Transaction-based expenses (344) - - - - (344) Revenues less transaction-based expenses 213 68 137 167 - 585 Operating income (loss) (1) $ 114 $ 31 $ 97 $ 30 $ (39) $ 233 Three Months Ended September 30, 2015 Total revenues $ 542 $ 66 $ 132 $ 131 $ - $ 871 Transaction-based expenses (342) - - - - (342) Revenues less transaction-based expenses 200 66 132 131 - 529 Operating income (loss) (2) $ 109 $ 29 $ 96 $ 19 $ (22) $ 231 Nine Months Ended September 30, 2016 Total revenues $ 1,661 $ 202 $ 405 $ 464 $ - $ 2,732 Transaction-based expenses (1,054) - - - - (1,054) Revenues less transaction-based expenses 607 202 405 464 - 1,678 Operating income (loss) (3) $ 332 $ 88 $ 290 $ 75 $ (159) $ 626 Nine Months Ended September 30, 2015 Total revenues $ 1,561 $ 196 $ 385 $ 396 $ - $ 2,538 Transaction-based expenses (984) - - - - (984) Revenues less transaction-based expenses 577 196 385 396 - 1,554 Operating income (loss) (4) $ 310 $ 86 $ 277 $ 52 $ (250) $ 475 (1) Corporate items and eliminations for the three months ended September 30, 2016 primarily include: · amortization expense of acquired intangible assets of $23 million; and · merger and other strategic initiatives costs of $12 million primarily related to our acquisition of ISE . (2) Corporate items and eliminations for the three months ended September 30, 2015 include: · amortization expense of acquired intangible assets of $15 million ; · restructuring charges of $8 million. See Note 3, “Restructuring Charges,” for further discussion ; and · merger and other strategic initiatives costs of $4 million primarily related to certain strategic initiatives and our acquisition of DWA, partially offset by; · insurance recovery of $5 million. (3) Corporate items and eliminations for the nine months ended September 30, 2016 primarily include: · amortization expense of acquired intangible assets of $59 million; · restructuring charges of $41 million. See Note 3, “Restructuring Charges,” for further discussion; and · merger and other strategic initiatives costs of $56 million primarily related to our acquisition of ISE. (4) Corporate items and eliminations for the nine months ended September 30, 2015 primarily include: · restructuring charges of $160 million. See Note 3, “Restructuring Charges,” for further discussion; · amortization expense of acquired intangible assets of $46 million; · special legal expenses of $26 million , which is net of a $5 million insurance recovery ; · reversal of VAT refund receivables no longer deemed collectible of $12 million ; and · merger and other strategic initiatives costs of $7 million primarily related to certain strategic initiatives and our acquisition of DWA. 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 Pri23
Basis of Presentation and Principles of Consolidation (Policy) | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Accounting | The condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. The condensed consolidated financial statements include the accounts of Nasdaq, its wholly-owned subsidiaries and other entities in which Nasdaq has a controlling financial interest. When we do not have a controlling interest in an entity but exercise significant influence over the entity’s operating and financial policies, such investment is accounted for under the equity method of accounting. We recognize our share of earnings or losses of an equity method investee based on our ownership percentage. As permitted under U.S. GAAP, for certain equity method investments for which financial information is not sufficiently timely for us to apply the equity method of accounting currently, we record our share of the earnings or losses of the investee from the most recently available financial statements on a lag. See “Equity Method Investments,” of Note 6, “Investments,” for further discussion of our equity method investments. The accompanying condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation. As permitted under U.S. GAAP, certain footnotes or other financial information can be condensed or omitted in the interim condensed consolidated financial statements. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in Nasdaq’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 . Certain prior period amounts have been reclassified to conform to the current period presentation. The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. We have evaluated subsequent events through the issuance date of this Quarterly Report on Form 10-Q. |
Consolidation Policy | 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 Tax matters | 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. Nasdaq’s income tax provision was $68 million in the third quarter of 2016 and $208 million in the first nine months of 2016 compared with $6 8 million in the third quarter of 2015 and $132 million in the first nine months of 2015. The overall effective tax rate was 34.2% in the third quarter of 2016 and 38.4% in the first nine months of 2016 compared with 33.0% in the third quarter of 2015 and 32.1% in the first nine months of 2015. The higher effective tax rate in the third quarter and first nine months of 2016 when compared with the same periods in 2015 is primarily due to an unfavorable ruling from the Finnish Supreme Administrative Court. See below for further discussion. The effective tax rate may vary from period to period depending on, among other factors, the geographic and business mix of earnings and losses. These same and other factors, including history of pre-tax earnings and losses, are taken into account in assessing the ability to realize deferred tax assets. Nasdaq and its eligible subsidiaries file a consolidated U.S. federal income tax return and applicable state and local income tax returns and non-U.S. income tax returns. Federal income tax returns for the years 2011 through 2015 are subject to examination by the Internal Revenue Service. Several state tax returns are currently under examination by the respective tax authorities for the years 2005 through 2014 and we are subject to examination for the year 2015. Non-U.S. tax returns are subject to examination by the respective tax authorities for the years 2008 through 2015. Although the results of such examinations may have an impact on our unrecognized tax benefits, we do not anticipate that such impact will be material to our consolidated financial position or results of operations. In addition, w e anticipate that the amount of unrecognized tax benefits at September 30, 2016 will significantly decrease in the next twelve months as we expect to settle certain tax audits. In the fourth quarter of 2010, we received an appeal from the Finnish Tax Authority challenging certain interest expense deductions claimed by Nasdaq in Finland for the year 2008. The appeal also demanded certain penalties be paid with regard to the company’s tax return filing position. In October 2012, the Finnish Appeals Board disagreed with the company’s tax return filing position for years 2009 through 2011, even though the tax return position with respect to this deduction was previously reviewed and approved by the Finnish Tax Authority. In June 2014, the Finnish Administrative Court also disagreed with the company’s tax return filing position for these years. We appealed this ruling to the Finnish Supreme Administrative Court. Through March 31, 2016, we recorded tax benefits of $30 million associated with this filing position. We paid $41 million to the Finnish tax authorities, which includes $11 million in interest and penalties. In May 2016, we received an unfavorable ruling from the Finnish Supreme Administrative Court, in which the Court disagreed with our position. As such, in the second quarter of 2016 we recorded tax expense of $28 million, or $0.17 per diluted share. This expense reflects the reversal of previously recorded Finnish tax benefits, and related interest and penalties, of $38 million through the first quarter of 2016, net of a related U.S. tax benefit of $10 million. The tax expense recorded reflects the impact of foreign currency translation. We expect to record future quarterly net tax expense of approximately $1 million as a result of this ruling. From 2009 through 2012, we recorded tax benefits associated with certain interest expense incurred in Sweden. Our position is supported by a 2011 ruling we received from the Swedish Supreme Administrative Court. However, under new legislation effective January 1, 2013, limitations are imposed on certain forms of interest expense. Because this legislation is unclear with regard to our ability to continue to claim such interest deductions, Nasdaq filed an application for an advance tax ruling with the Swedish Tax Council for Advance Tax Rulings. In June 2014, we received an unfavorable ruling from the Swedish Tax Council for Advance Tax Rulings. We appealed this ruling to the Swedish Supreme Administrative Court; however the Swedish Supreme Administrative Court denied our request for a ruling based on procedural requirements. In the third quarter of 2015, we received a notice from the Swedish Tax Agency that interest deductions for the year 2013 have been disallowed. In October 2016, we received a notice from the Swedish Tax Agency that interest deductions for the year 2014 have been disallowed. We will appeal to the Swedish Lower Administrative Court and continue to expect a favorable decision. Since January 1, 2013, we have recorded tax benefits of $48 million associated with this matter . We continue to pay all assessments from the Swedish Tax Agency while this matter is pending. If the Swedish Courts agree with our position we will receive a refund of all paid assessments ; if the Swedish Courts disagree with our position, we will record tax expense of $39 million, or $0.23 per diluted share, which is gross of any related U.S. tax benefits and reflects the impact of foreign currency translation , and we will pay any associated tax for which we have not been assessed by the Swedish Tax Agency. We expect to record recurring quarterly tax benefits of $1 million to $2 million with respect to this matter for the foreseeable future. Other Tax Matter In December 2012, the Swedish Tax Agency approved our 2010 amended value added tax, or VAT, tax return and we received a cash refund for the amount claimed. In 2013, we filed amended VAT tax returns for 2011 and 2012, utilizing the same approach which was approved for the 2010 filing. We also utilized this approach in our 2013 and 2014 filings. However, even though the VAT return position was previously reviewed and approved by the Swedish Tax Agency, the Swedish Tax Agency challenged our approach. The revised position of the Swedish Tax Agency was upheld by the Lower Administrative Court during the first quarter of 2015. As a result, in the first quarter of 2015, we reversed the previously recorded benefit of $12 million, based on the court decision. The decision of the Lower Administrative Court was upheld by the Court of Appeals in April 2016. We have appealed this ruling to the Supreme Administrative Court. |
Recently Announced Accounting Pronouncements | Recently Adopted Accounting Pronouncements Accounting Standard Description Effective Date Effect on the Financial Statements or Other Significant Matters Income Taxes In November 2015, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2015-17, “Balance Sheet Classification of Deferred Taxes.” This ASU eliminates the current requirement to present deferred tax liabilities and assets as current and non-current in a classified balance sheet. Instead, Nasdaq is required to classify all deferred tax liabilities and assets as non-current. In the first quarter of 2016, we elected to early adopt this guidance retrospectively for all periods presented in the Condensed Consolidated Balance Sheets. The adoption of this guidance resulted in the reclassification of current deferred tax assets of $24 million to non-current deferred tax assets and current deferred tax liabilities of $24 million to non-current deferred tax liabilities for the year ended December 31, 2015. This new standard is a change in balance sheet presentation only. Business Combinations In September 2015, the FASB issued ASU 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments.” This ASU eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. This guidance requires the acquirer to recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustment amounts are determined. In addition, the amendments in this guidance require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. We adopted this new standard on January 1, 2016. None. Recently Announced Accounting Pronouncements Accounting Standard Description Effective Date Effect on the Financial Statements or Other Significant Matters Statement of Cash Flows In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments.” This ASU addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows with the objective of reducing existing diversity in practice with respect to these items. The se i tems include debt prepayments or debt extinguishment costs, payments of contingent consideration after a business combination, and distributions from equity method investees, among others. January 1, 2018, with early adoption permitted. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case we would be required to apply the amendments prospectively as of the earliest date practicable. We do not anticipate a material impact on our consolidated financial statements at the time of adoption of this new standard. Financial Instruments – Credit Losses In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” This ASU changes the impairment model for certain financial instruments. The new model is a forward looking expected loss model and will apply to financial assets subject to credit losses and measured at amortized cost and certain off-balance sheet credit exposures. This includes loans, held-to-maturity debt securities, loan commitments, financial guarantees and net investments in leases, as well as trade receivables. For available-for-sale debt securities with unrealized losses, credit losses will be measured in a manner similar to today, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. January 1, 2020, with early adoption as of January 1, 2019 permitted. We are currently assessing the impact that this standard will have on our consolidated financial statements. Compensation – Stock Compensation In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” This ASU involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This new guidance will require all income tax effects of awards to be recognized as income tax expense or benefit in the income statement when the awards vest or are settled, as opposed to additional paid-in-capital where it is currently recorded. This guidance will impact the calculation of our total diluted share count for the earnings per share calculation, as calculated under the treasury stock method. It also will allow an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting. All tax-related cash flows resulting from share-based payments are to be reported as operating activities on the statement of cash flows. In regards to forfeitures, Nasdaq can make a policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. January 1, 2017, with early adoption permitted. We are currently assessing the impact that this standard will have on our consolidated financial statements. Leases In February 2016, the FASB issued ASU 2016-02, “Leases.” Under this ASU, at the commencement date, lessees will be required to recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. This guidance is not applicable for leases with a term of 12 months or less. Lessor accounting is largely unchanged. January 1, 2019, with early adoption permitted. We are currently assessing the impact that this standard will have on our consolidated financial statements. Financial Instruments – Overall In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities.” This ASU requires that most equity investments be measured at fair value, with subsequent changes in fair value recognized in net income. Under this new guidance, Nasdaq will no longer be able to recognize unrealized holding gains and losses on equity securities classified today as available-for-sale in accumulated other comprehensive income within stockholders’ equity. This new standard does not change the guidance for classifying and measuring investments in debt securities and loans. This new guidance also impacts financial liabilities accounted for under the fair value option and affects the presentation and disclosure requirements for financial assets and liabilities. January 1, 2018. Early adoption is not permitted. We do not anticipate a material impact on our consolidated financial statements at the time of adoption of this new standard. Revenue From Contracts With Customers In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition guidance in Accounting Standards Codification, “Revenue Recognition.” The new revenue recognition standard sets forth a five-step revenue recognition model to determine when and how revenue is recognized. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration it expects to receive in exchange for those goods or services. The standard also requires more detailed disclosures. The standard provides alternative methods of initial adoption. On July 9, 2015, the FASB approved the deferral of the effective date of the new revenue recognition standard by one year. January 1, 2018, with early adoption permitted. We are currently assessing the impact that this standard will have on our consolidated financial statements, and have not yet selected a transition approach. |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring Charges [Abstract] | |
Summary of Restructuring Charges | Three Months Ended September 30, Nine Months Ended September 30, 2015 2016 2015 (in millions) (in millions) Rebranding of trade name $ - $ - $ 119 Severance 2 22 23 Facilities-related 4 1 (3) Asset impairments - 8 15 Other 2 10 6 Total restructuring charges $ 8 $ 41 $ 160 |
Restructuring Reserve | Balance at December 31, 2015 Expense Incurred Cash Payments Balance at September 30, 2016 (in millions) Severance $ 12 $ 22 $ (15) $ 19 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Acquisition [Line Items] | |
Acquisition of Businesses | Purchase Consideration Total Net Assets (Liabilities) Acquired Acquired Intangible Assets Goodwill (in millions) ISE $ 1,070 $ (102) $ 623 $ 549 Boardvantage 242 (17) 111 148 Marketwired 111 (6) 31 86 Nasdaq CXC 116 (14) 76 54 |
Dorsey, Wright & Associates, LLC or DWA [Member] | |
Business Acquisition [Line Items] | |
Acquisition of Businesses | Purchase Consideration Total Net Assets (Liabilities) Acquired Acquired Intangible Assets Goodwill (in millions) Dorsey, Wright & Associates, LLC $ 226 $ (26) $ 141 $ 111 |
Acquired finite lived intangible assets in acquisition | Estimated Average Remaining Value Useful Life Intangible assets: (in millions) (in years) Trade name $ 108 Indefinite Customer relationships 29 1 5 years Technology 4 5 years Total intangible assets $ 141 |
Chi-X Canada [Member] | |
Business Acquisition [Line Items] | |
Acquired finite lived intangible assets in acquisition | Estimated Average Remaining Value Useful Life Intangible asset: (in millions) (in years) Customer relationships $ 76 17 years |
Broadvantage [Member] | |
Business Acquisition [Line Items] | |
Acquired finite lived intangible assets in acquisition | Estimated Average Remaining Value Useful Life Intangible assets: (in millions) (in years) Customer relationships $ 103 14 years Technology 6 5 years Trade name 2 1 year Total intangible assets $ 111 |
ISE [Member] | |
Business Acquisition [Line Items] | |
Acquired finite lived intangible assets in acquisition | Estimated Average Remaining Value Useful Life Intangible assets: (in millions) (in years) Exchange registrations $ 467 Indefinite Customer relationships 148 13 Trade name 8 Indefinite Total intangible assets $ 623 |
Goodwill and Acquired Intangi26
Goodwill and Acquired Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Acquired Intangible Assets [Abstract] | |
Schedule of Changes in Goodwill | Market Services Listing Services Information Services Technology Solutions Total (in millions) Balance at December 31, 2015 $ 2,941 $ 112 $ 1,823 $ 519 $ 5,395 Goodwill acquired 549 - 54 234 (1) 837 Foreign currency translation adjustment (5) (2) (14) (5) (26) Balance at September 30, 2016 $ 3,485 $ 110 $ 1,863 $ 748 $ 6,206 |
Finite-Lived and Indefinite-Lived Intangible Assets | September 30, 2016 December 31, 2015 Gross Amount Accumulated Amortization Net Amount Weighted-Average Useful Life Gross Amount Accumulated Amortization Net Amount Weighted-Average Useful Life (in millions) (in years) (in millions) (in years) Finite-Lived Intangible Assets Technology $ 38 $ (22) $ 16 5 $ 39 $ (23) $ 16 5 Customer relationships 1,394 (442) 952 18 1,038 (387) 651 20 Other 7 (5) 2 6 5 (4) 1 9 Foreign currency translation adjustment (131) 46 (85) (138) 43 (95) Total finite-lived intangible assets $ 1,308 $ (423) $ 885 $ 944 $ (371) $ 573 Indefinite-Lived Intangible Assets Exchange and clearing registrations $ 1,257 $ - $ 1,257 $ 790 $ - $ 790 Trade names 708 - 708 700 - 700 Licenses 52 - 52 51 - 51 Foreign currency translation adjustment (162) - (162) (155) - (155) Total indefinite-lived intangible assets $ 1,855 $ - $ 1,855 $ 1,386 $ - $ 1,386 Total intangible assets $ 3,163 $ (423) $ 2,740 $ 2,330 $ (371) $ 1,959 |
Estimated Future Amortization Expense | (in millions) 2016 (1) $ 25 2017 94 2018 90 2019 76 2020 75 2021 and thereafter 610 Total $ 970 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Deferred Revenue [Abstract] | |
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, 2016 $ 59 $ 53 $ 16 $ 199 $ 327 Additions (1) 9 10 327 384 730 Amortization (1) (13) (22) (275) (343) (653) Translation adjustment - - - 3 3 Balance at September 30, 2016 $ 55 $ 41 $ 68 $ 243 $ 407 Balance at January 1, 2015 $ 54 $ 78 $ 13 $ 247 $ 392 Additions (1) 15 8 244 324 591 Amortization (1) (12) (27) (190) (364) (593) Translation adjustment - - (2) (13) (15) Balance at September 30, 2015 $ 57 $ 59 $ 65 $ 194 $ 375 |
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: 2016 (1) $ 4 $ 6 $ 65 $ 46 $ 121 2017 15 20 3 75 113 2018 14 10 - 41 65 2019 11 4 - 37 52 2020 7 1 - 33 41 2021 and thereafter 4 - - 11 15 $ 55 $ 41 $ 68 $ 243 $ 407 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Obligations [Abstract] | |
Changes in Debt Obligations | December 31, 2015 Additions Payments, Accretion and Other September 30, 2016 (in millions) 5.55% senior unsecured notes due January 15, 2020 (1) $ 597 $ - $ 1 $ 598 5.25% senior unsecured notes due January 16, 2018 (1) 368 - 1 369 3.875% senior unsecured notes due June 7, 2021 (1) 646 - 24 670 4.25% senior unsecured notes due June 1, 2024 (1) 495 - - 495 1.75% senior unsecured notes due May 19, 2023 (1) - 664 1 665 3.85% senior unsecured notes due June 30, 2026 (1) - 495 - 495 $400 million senior unsecured term loan facility due November 25, 2019 (average interest rate of 1.97% for the period March 17, 2016 through September 30, 2016) (2) - 399 - 399 $750 million revolving credit commitment due November 25, 2019 (average interest rate of 1.63% for the period January 1, 2016 through September 30, 2016) (2) 258 878 (1,118) 18 Total debt obligations 2,364 2,436 (1,091) 3,709 Less current portion - (20) - (20) Total long-term debt obligations $ 2,364 $ 2,416 $ (1,091) $ 3,689 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Share-Based Compensation [Abstract] | |
Schedule of Weighted-Average Assumptions Used to Determine the Weighted-Average Fair Values | Nine Months Ended September 30, 2016 2015 Weighted-average risk free interest rate 0.84% 0.81% Expected volatility (1) 21.0% 21.5% Weighted-average grant date share price $ 66.36 $ 50.93 Weighted-average fair value at grant date $ 93.25 $ 63.99 |
Summary of Share-Based Compensation Expense | Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (in millions) (in millions) Share-based compensation expense before income taxes $ 19 $ 17 $ 55 $ 49 Income tax benefit (8) (7) (23) (20) Share-based compensation expense after income taxes $ 11 $ 10 $ 32 $ 29 |
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, 2016 2,626,487 $ 27.74 2.63 $ 80 Exercised (1,051,828) 33.77 Outstanding at September 30, 2016 1,574,659 $ 23.72 2.61 $ 69 Exercisable at September 30, 2016 1,574,659 $ 23.72 2.61 $ 69 |
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, 2016 3,343,738 $ 35.36 1,863,685 $ 47.57 Granted 697,279 (1) 62.91 1,004,143 (2) 64.82 Vested (1,229,562) 27.83 (888,718) 43.81 Forfeited (225,961) 42.66 (44,609) 50.38 Unvested balances at September 30, 2016 2,585,494 $ 45.73 1,934,501 $ 58.23 |
Nasdaq Stockholders_ Equity (Ta
Nasdaq Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Nasdaq Stockholders’ Equity [Abstract] | |
Schedule Of Dividends Payable [Text Block] | Declaration Date Dividend Per Common Share Record Date Total Amount (1) Payment Date (in millions) January 27, 2016 $ 0.25 March 14, 2016 $ 41 March 28, 2016 March 28, 2016 $ 0.32 June 10, 2016 $ 53 June 24, 2016 July 26, 2016 $ 0.32 September 16, 2016 $ 53 September 30, 2016 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Earnings Per Share | Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (in millions, except share and per share amounts) Numerator: Net income attributable to common shareholders $ 131 $ 138 $ 333 $ 280 Denominator: Weighted-average common shares outstanding for basic earnings per share 165,606,199 166,903,697 164,971,288 168,203,316 Weighted-average effect of dilutive securities: Employee equity awards 2,898,633 3,556,065 3,355,780 3,514,960 Contingent issuance of common stock (1) 992,247 992,247 333,163 334,384 Weighted-average common shares outstanding for diluted earnings per share 169,497,079 171,452,009 168,660,231 172,052,660 Basic and diluted earnings per share: Basic earnings per share $ 0.79 $ 0.83 $ 2.02 $ 1.66 Diluted earnings per share $ 0.77 $ 0.80 $ 1.97 $ 1.63 |
Fair Value of Financial Instr32
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value of Financial Instruments [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | September 30, 2016 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) $ 238 $ 238 $ - $ - Default fund and margin deposit investments (2) 1,865 1,324 541 - Total $ 2,103 $ 1,562 $ 541 $ - December 31, 2015 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) $ 201 $ 189 $ 12 $ - Default fund and margin deposit investments (2) 1,556 1,253 303 - Total $ 1,757 $ 1,442 $ 315 $ - |
Clearing Operations (Tables)
Clearing Operations (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Clearing Operations [Abstract] | |
Schedule of Clearing Member Default Fund Contributions | September 30, 2016 Cash Contributions (1) Non-Cash Contributions Total Contributions (in millions) Default fund contributions (2) $ 312 $ 109 $ 421 Margin deposits 3,011 3,597 6,608 Total $ 3,323 $ 3,706 $ 7,029 |
Schedule of Derivative Contracts Outstanding | September 30, 2016 (in millions) Commodity and seafood options, futures and forwards (1)(2)(3) $ 904 Fixed-income options and futures (1)(2) 988 Stock options and futures (1)(2) 192 Index options and futures (1)(2) 140 Total $ 2,224 |
Schedule of Derivative Contracts Cleared | September 30, 2016 September 30, 2015 Commodity and seafood options, futures and forwards (1) 2,548,090 2,371,252 Fixed-income options and futures 10,656,778 14,739,280 Stock options and futures 22,012,777 25,106,934 Index options and futures 38,389,146 37,273,603 Total 73,606,791 79,491,069 |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Segments [Abstract] | |
Schedule of Operating Segments | Market Services Listing Services Information Services Technology Solutions Corporate Items and Eliminations Consolidated (in millions) Three Months Ended September 30, 2016 Total revenues $ 557 $ 68 $ 137 $ 167 $ - $ 929 Transaction-based expenses (344) - - - - (344) Revenues less transaction-based expenses 213 68 137 167 - 585 Operating income (loss) (1) $ 114 $ 31 $ 97 $ 30 $ (39) $ 233 Three Months Ended September 30, 2015 Total revenues $ 542 $ 66 $ 132 $ 131 $ - $ 871 Transaction-based expenses (342) - - - - (342) Revenues less transaction-based expenses 200 66 132 131 - 529 Operating income (loss) (2) $ 109 $ 29 $ 96 $ 19 $ (22) $ 231 Nine Months Ended September 30, 2016 Total revenues $ 1,661 $ 202 $ 405 $ 464 $ - $ 2,732 Transaction-based expenses (1,054) - - - - (1,054) Revenues less transaction-based expenses 607 202 405 464 - 1,678 Operating income (loss) (3) $ 332 $ 88 $ 290 $ 75 $ (159) $ 626 Nine Months Ended September 30, 2015 Total revenues $ 1,561 $ 196 $ 385 $ 396 $ - $ 2,538 Transaction-based expenses (984) - - - - (984) Revenues less transaction-based expenses 577 196 385 396 - 1,554 Operating income (loss) (4) $ 310 $ 86 $ 277 $ 52 $ (250) $ 475 |
Organization and Nature of Op35
Organization and Nature of Operations (Details) $ in Billions | 9 Months Ended |
Sep. 30, 2016USD ($)segmentitemcountrycustomer | |
Organization And Basis Of Presentation [Line Items] | |
Operations in number of continents | segment | 6 |
Number of operating segments | segment | 4 |
Total number of U.S. listed companies | 2,872 |
Approximate combined market capitalization, U.S. | $ | $ 8,800 |
Total number of listed companies within Nordic and Baltic exchanges | 875 |
Approximate combined market capitalization within Nordic and Baltic exchanges | $ | $ 1,300 |
Information Services [Member] | |
Organization And Basis Of Presentation [Line Items] | |
Number of exchange traded products licensed to Nasdaq's Indexes | 289 |
Assets management value | $ | $ 118 |
Technology Solutions Revenues [Member] | |
Organization And Basis Of Presentation [Line Items] | |
Number of clients | customer | 18,000 |
Number of exchanges | 70 |
Services Provided Over Number Of Countries | country | 50 |
Basis of Presentation and Pri36
Basis of Presentation and Principles of Consolidation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Mar. 31, 2015 | |
Income Tax Examination [Line Items] | |||||||
Tax Provision | $ 68 | $ 68 | $ 208 | $ 132 | |||
Effective Income Tax Rate Continuing Operations | 34.20% | 33.00% | 38.40% | 32.10% | |||
Tax expense (benefits) recorded | $ 12 | $ 12 | |||||
Recurring quarterly tax expense (benefits) | $ 1 | ||||||
Finnish Tax Authority [Member] | |||||||
Income Tax Examination [Line Items] | |||||||
Tax Provision | $ 10 | ||||||
Tax expense (benefits) recorded | 38 | ||||||
Swedish Tax Agency [Member] | |||||||
Income Tax Examination [Line Items] | |||||||
Tax expense (benefits) recorded | $ 12 | ||||||
FI | Finnish Tax Authority [Member] | |||||||
Income Tax Examination [Line Items] | |||||||
Income Taxes Paid | $ 41 | ||||||
Income Tax Examination, Penalties and Interest Expense | 11 | ||||||
Tax expense (benefits) recorded | $ (30) | ||||||
SE | Swedish Supreme Administrative Court [Member] | |||||||
Income Tax Examination [Line Items] | |||||||
Tax expense (benefits) recorded | (48) | (48) | |||||
SE | Swedish Supreme Administrative Court [Member] | Minimum [Member] | |||||||
Income Tax Examination [Line Items] | |||||||
Recurring quarterly tax expense (benefits) | 1 | ||||||
SE | Swedish Supreme Administrative Court [Member] | Maximum [Member] | |||||||
Income Tax Examination [Line Items] | |||||||
Recurring quarterly tax expense (benefits) | 2 | ||||||
Unfavorable outcome [Member] | Finnish Tax Authority [Member] | |||||||
Income Tax Examination [Line Items] | |||||||
Tax Provision | $ 28 | ||||||
Tax expense (benefits), per diluted share | $ 0.17 | ||||||
Unfavorable outcome [Member] | Swedish Supreme Administrative Court [Member] | |||||||
Income Tax Examination [Line Items] | |||||||
Tax expense (benefits) recorded | $ 39 | $ 39 | |||||
Tax expense (benefits), per diluted share | $ 0.23 | $ 0.23 |
Restructuring Charges (Narrativ
Restructuring Charges (Narrative) (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 18 Months Ended | |||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($)employee | Jun. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Sep. 30, 2016USD ($)employee | Sep. 30, 2015USD ($)employee | Jun. 30, 2016USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | $ 8 | $ 41 | $ 160 | $ 214 | |||
Pre-tax savings | $ 36 | ||||||
Number of positions eliminated | employee | 4 | 201 | 224 | ||||
Release of sublease loss reserve | $ 10 | ||||||
Severance [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | $ 2 | $ 22 | $ 23 | 47 | |||
Release of sublease loss reserve | (15) | ||||||
Facilities-related [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 4 | 1 | (3) | 1 | |||
Asset impairments [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 8 | 15 | 26 | ||||
Rebranding of Trade Name [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | $ 119 | 119 | 119 | ||||
Other Restructuring [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | $ 2 | $ 10 | $ 6 | $ 21 |
Restructuring Charges (Summary
Restructuring Charges (Summary of Restructuring Charges) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 18 Months Ended | |
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring charges | $ 8 | $ 41 | $ 160 | $ 214 | |
Rebranding of Trade Name [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring charges | $ 119 | 119 | 119 | ||
Severance [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring charges | 2 | 22 | 23 | 47 | |
Facilities-related [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring charges | 4 | 1 | (3) | 1 | |
Asset impairments [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring charges | 8 | 15 | 26 | ||
Other Restructuring [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring charges | $ 2 | $ 10 | $ 6 | $ 21 |
Restructuring Charges (Restruct
Restructuring Charges (Restructuring Reserve) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Jun. 30, 2015 | Sep. 30, 2016 | |
Restructuring Cost And Reserve [Line Items] | ||
Cash payments | $ 10 | |
Severance [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Balance at December 31, 2015 | $ 12 | |
Expenses Incurred | 22 | |
Cash payments | (15) | |
Balance at end of period | $ 19 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) € in Millions, $ in Millions | Jun. 30, 2016USD ($) | May 02, 2016USD ($) | Feb. 24, 2016USD ($) | Feb. 01, 2016USD ($) | Jan. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Sep. 30, 2016EUR (€)shares | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Sep. 30, 2015shares | Sep. 30, 2016USD ($)shares | Sep. 30, 2015shares | Dec. 31, 2015 | Sep. 30, 2016USD ($) |
Business Acquisition [Line Items] | ||||||||||||||
Net assets acquired (liabilities assumed) | $ (102) | $ (17) | $ (6) | $ (14) | $ (102) | |||||||||
Acquired intangible assets | 623 | 111 | 31 | 76 | $ 141 | 623 | ||||||||
Contingent future issuance of common stock, shares | shares | 992,247 | 992,247 | 333,163 | 334,384 | ||||||||||
3.875% senior unsecured notes due June 7, 2021 [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Debt Instrument Carrying Amount | € | € 600 | |||||||||||||
Debt Instrument Interest Rate Stated Percentage | 3.875% | 3.875% | ||||||||||||
1.75% Senior Unsecured Notes Due May 19 2023 [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Debt Instrument Carrying Amount | € | € 600 | |||||||||||||
Debt Instrument Interest Rate Stated Percentage | 1.75% | 1.75% | ||||||||||||
3.85 Senior Unsecured Notes Due June 30, 2026 [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Debt Instrument Carrying Amount | $ 500 | |||||||||||||
Debt Instrument Interest Rate Stated Percentage | 3.85% | 3.85% | ||||||||||||
Customer Relationships [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquired Finite Lived Intangible Assets Weighted Average Useful Life | 18 years | 20 years | ||||||||||||
Estimated Average Remaining Useful Life | 13 years | |||||||||||||
Technology [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquired Finite Lived Intangible Assets Weighted Average Useful Life | 5 years | 5 years | ||||||||||||
Boardbantage, Inc [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquired intangible assets | 111 | |||||||||||||
Purchase consideration includes working capital adjustments | 242 | |||||||||||||
Business acquisition, cash paid | 197 | |||||||||||||
Business acquisition, working capital adjustments | 45 | |||||||||||||
Net liabilities assumed | 17 | |||||||||||||
Acquisition recorded as deferred tax asset | 1 | |||||||||||||
Acquisition recorded as deferred tax liability | 46 | |||||||||||||
Net assets Acquired | 28 | |||||||||||||
Credit facility, proceeds | 197 | |||||||||||||
Boardbantage, Inc [Member] | Customer Relationships [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquired intangible assets | $ 103 | |||||||||||||
Discount rate | 15.50% | |||||||||||||
Acquired Finite Lived Intangible Assets Weighted Average Useful Life | 14 years | |||||||||||||
Estimated Average Remaining Useful Life | 14 years | |||||||||||||
Boardbantage, Inc [Member] | Technology [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquired intangible assets | $ 6 | |||||||||||||
Estimated Average Remaining Useful Life | 5 years | |||||||||||||
Boardbantage, Inc [Member] | Trade names [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquired intangible assets | $ 2 | |||||||||||||
Marketwired [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquired intangible assets | 31 | |||||||||||||
Purchase consideration includes working capital adjustments | 111 | |||||||||||||
Business acquisition, cash paid | 109 | |||||||||||||
Business acquisition, working capital adjustments | 2 | |||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Liabilities | 5 | $ 5 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 1 | |||||||||||||
Net liabilities assumed | 11 | |||||||||||||
Acquisition recorded as deferred tax liability | 10 | |||||||||||||
Credit facility, proceeds | $ 109 | |||||||||||||
Marketwired [Member] | Customer Relationships [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquired intangible assets | $ 29 | |||||||||||||
Discount rate | 16.40% | |||||||||||||
Amortization period of intangible assets for tax purposes | 15 years | |||||||||||||
Acquired Finite Lived Intangible Assets Weighted Average Useful Life | 6 years | |||||||||||||
Estimated Average Remaining Useful Life | 6 years | |||||||||||||
Marketwired [Member] | Trade names [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquired intangible assets | $ 2 | |||||||||||||
Chi-X Canada [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Net assets acquired (liabilities assumed) | 6 | |||||||||||||
Purchase consideration includes working capital adjustments | 116 | |||||||||||||
Business acquisition, cash paid | 115 | |||||||||||||
Business acquisition, working capital adjustments | 1 | |||||||||||||
Net liabilities assumed | 14 | |||||||||||||
Acquisition recorded as non-current deferred tax liability | 20 | |||||||||||||
Deferred Tax Liabilities Noncurrent | 20 | |||||||||||||
Chi-X Canada [Member] | Revolving Credit Facility [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Credit facility, proceeds | 55 | |||||||||||||
Chi-X Canada [Member] | Customer Relationships [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquired intangible assets | $ 76 | |||||||||||||
Discount rate | 10.30% | |||||||||||||
Amortization period of intangible assets for tax purposes | 15 years | |||||||||||||
Acquired Finite Lived Intangible Assets Weighted Average Useful Life | 17 years | |||||||||||||
Estimated Average Remaining Useful Life | 17 years | |||||||||||||
ISE [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Net assets acquired (liabilities assumed) | 83 | 83 | ||||||||||||
Acquired intangible assets | 623 | 623 | ||||||||||||
Purchase consideration includes working capital adjustments | 1,070,000 | 1,070,000 | ||||||||||||
Net liabilities assumed | 102 | 102 | ||||||||||||
Acquisition recorded as deferred tax asset | 81 | 81 | ||||||||||||
Acquisition recorded as deferred tax liability | 266 | 266 | ||||||||||||
ISE [Member] | Customer Relationships [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquired intangible assets | $ 148 | 148 | ||||||||||||
Discount rate | 9.10% | |||||||||||||
Acquired Finite Lived Intangible Assets Weighted Average Useful Life | 13 years | |||||||||||||
ISE [Member] | Trade names [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquired intangible assets | $ 8 | 8 | ||||||||||||
Dorsey, Wright & Associates, LLC or DWA [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Net assets acquired (liabilities assumed) | (26) | |||||||||||||
Acquired intangible assets | 141 | |||||||||||||
Purchase consideration includes working capital adjustments | 226 | |||||||||||||
Business acquisition, cash paid | 225 | |||||||||||||
Acquisition recorded as non-current deferred tax liability | 34 | |||||||||||||
Business acquisition, working capital adjustments | 1 | |||||||||||||
Net assets Acquired | 8 | |||||||||||||
Deferred Tax Liabilities Noncurrent | $ 34 | |||||||||||||
Dorsey, Wright & Associates, LLC or DWA [Member] | Revolving Credit Facility [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Credit facility, proceeds | $ 100 | |||||||||||||
Dorsey, Wright & Associates, LLC or DWA [Member] | Customer Relationships [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Estimated Average Remaining Useful Life | 15 years | 15 years | ||||||||||||
Dorsey, Wright & Associates, LLC or DWA [Member] | Customer Relationships [Member] | Income Approach Valuation Technique [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Discount rate | 17.50% | |||||||||||||
Amortization period of intangible assets for tax purposes | 15 years | |||||||||||||
Customer relationships intangible assets, estimated percentage of revenues | 100.00% | |||||||||||||
Dorsey, Wright & Associates, LLC or DWA [Member] | Technology [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Estimated Average Remaining Useful Life | 5 years | |||||||||||||
Dorsey, Wright & Associates, LLC or DWA [Member] | Trade names [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Amortization period of intangible assets for tax purposes | 15 years | |||||||||||||
Dorsey, Wright & Associates, LLC or DWA [Member] | Trade names [Member] | Income Approach Valuation Technique [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Discount rate | 17.00% | |||||||||||||
Trade names [Member] | Boardbantage, Inc [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Estimated Average Remaining Useful Life | 1 year | |||||||||||||
Trade names [Member] | Marketwired [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Estimated Average Remaining Useful Life | 2 years | |||||||||||||
Licenses [Member] | ISE [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquired intangible assets | $ 467 | $ 467 | ||||||||||||
Discount rate | 8.60% | |||||||||||||
Minimum [Member] | Dorsey, Wright & Associates, LLC or DWA [Member] | Customer Relationships [Member] | Income Approach Valuation Technique [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Customer relationships intangible assets, period of growth | 3 years | |||||||||||||
Maximum [Member] | Dorsey, Wright & Associates, LLC or DWA [Member] | Customer Relationships [Member] | Income Approach Valuation Technique [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Customer relationships intangible assets, period of growth | 6 years |
Acquisitions (Acquisition of Bu
Acquisitions (Acquisition of Businesses) (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Jun. 30, 2016 | May 02, 2016 | Feb. 24, 2016 | Feb. 01, 2016 | Dec. 31, 2015 | Jan. 30, 2015 |
Business Acquisition [Line Items] | |||||||
Purchase consideration | $ 1,070 | $ 242 | $ 111 | $ 116 | |||
Net assets acquired (liabilities assumed) | (102) | (17) | (6) | (14) | |||
Acquired intangible assets | 623 | 111 | 31 | 76 | $ 141 | ||
Goodwill | $ 6,206 | $ 148 | 86 | 54 | $ 5,395 | 111 | |
Dorsey, Wright & Associates, LLC or DWA [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Purchase consideration | 226 | ||||||
Net assets acquired (liabilities assumed) | (26) | ||||||
Acquired intangible assets | $ 141 | ||||||
Chi-X Canada [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Net assets acquired (liabilities assumed) | $ 6 | ||||||
Marketwired [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquired intangible assets | $ 31 | ||||||
ISE [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Net assets acquired (liabilities assumed) | 83 | ||||||
Acquired intangible assets | 623 | ||||||
Goodwill | $ 549 |
Acquisitions (Purchased finite
Acquisitions (Purchased finite lived intangible assets acquired in the acquisition) (Details) - USD ($) $ in Millions | Jan. 30, 2015 | Sep. 30, 2016 | Jun. 30, 2016 | May 02, 2016 | Feb. 24, 2016 | Feb. 01, 2016 |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||||||
Acquired intangible assets | $ 141 | $ 623 | $ 111 | $ 31 | $ 76 | |
Dorsey, Wright & Associates, LLC or DWA [Member] | ||||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||||||
Acquired intangible assets | $ 141 | |||||
Boardbantage, Inc [Member] | ||||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||||||
Acquired intangible assets | 111 | |||||
Marketwired [Member] | ||||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||||||
Acquired intangible assets | 31 | |||||
Customer Relationships [Member] | ||||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||||||
Estimated Average Remaining Useful Life | 13 years | |||||
Customer Relationships [Member] | Dorsey, Wright & Associates, LLC or DWA [Member] | ||||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||||||
Estimated Average Remaining Useful Life | 15 years | 15 years | ||||
Finite-lived Intangible Assets Acquired | $ 29 | |||||
Customer Relationships [Member] | Chi-X Canada [Member] | ||||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||||||
Estimated Average Remaining Useful Life | 17 years | |||||
Acquired intangible assets | $ 76 | |||||
Customer Relationships [Member] | Boardbantage, Inc [Member] | ||||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||||||
Estimated Average Remaining Useful Life | 14 years | |||||
Acquired intangible assets | 103 | |||||
Customer Relationships [Member] | Marketwired [Member] | ||||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||||||
Estimated Average Remaining Useful Life | 6 years | |||||
Acquired intangible assets | $ 29 | |||||
Technology [Member] | Dorsey, Wright & Associates, LLC or DWA [Member] | ||||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||||||
Estimated Average Remaining Useful Life | 5 years | |||||
Finite-lived Intangible Assets Acquired | 4 | |||||
Technology [Member] | Boardbantage, Inc [Member] | ||||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||||||
Estimated Average Remaining Useful Life | 5 years | |||||
Acquired intangible assets | $ 6 | |||||
Trade names [Member] | Dorsey, Wright & Associates, LLC or DWA [Member] | ||||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||||||
Indefinite-lived Intangible Assets Acquired | $ 108 | |||||
Trade names [Member] | Boardbantage, Inc [Member] | ||||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||||||
Estimated Average Remaining Useful Life | 1 year | |||||
Trade names [Member] | Marketwired [Member] | ||||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||||||
Estimated Average Remaining Useful Life | 2 years |
Goodwill and Acquired Intangi43
Goodwill and Acquired Intangible Assets (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Schedule of Goodwill and Intangible Assets [Line Items] | |||||
Goodwill expected to be deductible in future periods | $ 860,000,000 | $ 860,000,000 | |||
Amortization expense for purchased finite-lived intangible assets | 23,000,000 | $ 15,000,000 | 59,000,000 | $ 46,000,000 | |
Future amortization expense, impact of foreign currency translation adjustments | 85,000,000 | 85,000,000 | |||
Goodwill Impairment Loss | 0 | $ 0 | |||
eSpeed [Member] | |||||
Schedule of Goodwill and Intangible Assets [Line Items] | |||||
Goodwill expected to be deductible in future periods | 533,000,000 | 533,000,000 | |||
TR Corporate Solutions Businesses [Member] | |||||
Schedule of Goodwill and Intangible Assets [Line Items] | |||||
Goodwill expected to be deductible in future periods | 242,000,000 | 242,000,000 | |||
Marketwired [Member] | |||||
Schedule of Goodwill and Intangible Assets [Line Items] | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Liabilities | $ 5,000,000 | 5,000,000 | |||
Other Aquisitions [Member] | |||||
Schedule of Goodwill and Intangible Assets [Line Items] | |||||
Goodwill expected to be deductible in future periods | $ 85,000,000 | $ 85,000,000 |
Goodwill and Acquired Intangi44
Goodwill and Acquired Intangible Assets (Schedule of Changes in Goodwill) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Goodwill [Line Items] | |
Balance | $ 5,395 |
Goodwill acquired | 837 |
Foreign currency translation adjustment | (26) |
Balance | 6,206 |
Market Services [Member] | |
Goodwill [Line Items] | |
Balance | 2,941 |
Goodwill acquired | 549 |
Foreign currency translation adjustment | (5) |
Balance | 3,485 |
Listing Services [Member] | |
Goodwill [Line Items] | |
Balance | 112 |
Foreign currency translation adjustment | (2) |
Balance | 110 |
Information Services [Member] | |
Goodwill [Line Items] | |
Balance | 1,823 |
Goodwill acquired | 54 |
Foreign currency translation adjustment | (14) |
Balance | 1,863 |
Technology Solutions Revenues [Member] | |
Goodwill [Line Items] | |
Balance | 519 |
Goodwill acquired | 234 |
Foreign currency translation adjustment | (5) |
Balance | $ 748 |
Goodwill and Acquired Intangi45
Goodwill and Acquired Intangible Assets (Finite-Lived and Indefinite-Lived Intangible Assets) (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Total Finite-Lived Intangible Assets, Gross Amount | $ 1,308 | $ 944 |
Accumulated Amortization | (423) | (371) |
Total | 885 | 573 |
Total indefinite-lived intangible assets, Net Amount | 1,855 | 1,386 |
Total Intangible Assets, Gross Amount | 3,163 | 2,330 |
Total Intangible Assets, Net Amount | 2,740 | 1,959 |
Exchange and clearing registrations [Member] | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Total indefinite-lived intangible assets, Net Amount | 1,257 | 790 |
Trade names [Member] | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Total indefinite-lived intangible assets, Net Amount | 708 | 700 |
Licenses [Member] | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Total indefinite-lived intangible assets, Net Amount | 52 | 51 |
Foreign currency translation adjustment [Member] | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Total indefinite-lived intangible assets, Net Amount | (162) | (155) |
Technology [Member] | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Total Finite-Lived Intangible Assets, Gross Amount | 38 | 39 |
Accumulated Amortization | (22) | (23) |
Total | $ 16 | $ 16 |
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 | $ 1,394 | $ 1,038 |
Accumulated Amortization | (442) | (387) |
Total | $ 952 | $ 651 |
Total finite-lived intangible assets, Weighted-Average Useful Life (in Years) | 18 years | 20 years |
Other [Member] | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Total Finite-Lived Intangible Assets, Gross Amount | $ 7 | $ 5 |
Accumulated Amortization | (5) | (4) |
Total | $ 2 | $ 1 |
Total finite-lived intangible assets, Weighted-Average Useful Life (in Years) | 6 years | 9 years |
Foreign currency translation adjustment [Member] | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Total Finite-Lived Intangible Assets, Gross Amount | $ (131) | $ (138) |
Accumulated Amortization | 46 | 43 |
Total | $ (85) | $ (95) |
Goodwill and Acquired Intangi46
Goodwill and Acquired Intangible Assets (Estimated Future Amortization Expense) (Details) $ in Millions | Sep. 30, 2016USD ($) | |
Goodwill and Acquired Intangible Assets [Abstract] | ||
2,016 | $ 25 | [1] |
2,017 | 94 | |
2,018 | 90 | |
2,019 | 76 | |
2,020 | 75 | |
2021 and thereafter | 610 | |
Total | $ 970 | |
[1] | (1) Represents the estimated amortization expense to be recognized for the remaining three months of 2016. |
Investments (Details)
Investments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Investments, Debt and Securities [Line Items] | |||||
Trading securities | $ 238 | $ 238 | $ 189 | ||
Available for sale, fair value | 12 | ||||
Equity method investments | 135 | 135 | 72 | ||
Net income (loss) from unconsolidated investees | 2 | $ 2 | 6 | $ 16 | |
Carrying cost of Investment | 147 | 147 | $ 132 | ||
Borsa Istanbul Cost Method Investment [Member] | |||||
Investments, Debt and Securities [Line Items] | |||||
Carrying cost of Investment | $ 75 | $ 75 | |||
Cost Method Investment Ownership Percentage | 5.00% | 5.00% | 5.00% | ||
LCH [Member] | |||||
Investments, Debt and Securities [Line Items] | |||||
Cost Method Investment Ownership Percentage | 5.00% | 5.00% | 5.00% | ||
Foreign Government Debt Securities [Member] | |||||
Investments, Debt and Securities [Line Items] | |||||
Trading securities | $ 183 | $ 183 | $ 166 | ||
OCC [Member] | |||||
Investments, Debt and Securities [Line Items] | |||||
Equity Method Investment Ownership Percentage | 40.00% | 40.00% | |||
OCC [Member] | ISE [Member] | |||||
Investments, Debt and Securities [Line Items] | |||||
Equity Method Investment Ownership Percentage | 20.00% | 20.00% | |||
OCC [Member] | OCC [Member] | Other Income [Member] | |||||
Investments, Debt and Securities [Line Items] | |||||
Net income (loss) from unconsolidated investees | $ 13 |
Deferred Revenue (Changes in De
Deferred Revenue (Changes in Deferred Revenue) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Deferred Revenue Arrangement [Line Items] | ||
Beginning Balance | $ 327 | $ 392 |
Additions | 730 | 591 |
Amortization | (653) | (593) |
Translation adjustment | 3 | (15) |
Ending Balance | 407 | 375 |
Initial Listing Revenues [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Beginning Balance | 59 | 54 |
Additions | 9 | 15 |
Amortization | (13) | (12) |
Ending Balance | 55 | 57 |
Listing of Additional Shares Revenues [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Beginning Balance | 53 | 78 |
Additions | 10 | 8 |
Amortization | (22) | (27) |
Ending Balance | 41 | 59 |
Annual Renewal and Other Revenues [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Beginning Balance | 16 | 13 |
Additions | 327 | 244 |
Amortization | (275) | (190) |
Translation adjustment | (2) | |
Ending Balance | 68 | 65 |
Technology Solutions Revenues [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Beginning Balance | 199 | 247 |
Additions | 384 | 324 |
Amortization | (343) | (364) |
Translation adjustment | 3 | (13) |
Ending Balance | $ 243 | $ 194 |
Deferred Revenue (Estimated Def
Deferred Revenue (Estimated Deferred Revenue) (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Deferred Revenue Arrangement [Line Items] | ||||
2,016 | $ 121 | |||
2,017 | 113 | |||
2,018 | 65 | |||
2,019 | 52 | |||
2,020 | 41 | |||
2021 and thereafter | 15 | |||
Deferred revenue estimated revenue to be recognized | 407 | $ 327 | $ 375 | $ 392 |
Initial Listing Revenues [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
2,016 | 4 | |||
2,017 | 15 | |||
2,018 | 14 | |||
2,019 | 11 | |||
2,020 | 7 | |||
2021 and thereafter | 4 | |||
Deferred revenue estimated revenue to be recognized | 55 | 59 | 57 | 54 |
Listing of Additional Shares Revenues [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
2,016 | 6 | |||
2,017 | 20 | |||
2,018 | 10 | |||
2,019 | 4 | |||
2,020 | 1 | |||
Deferred revenue estimated revenue to be recognized | 41 | 53 | 59 | 78 |
Annual Renewal and Other Revenues [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
2,016 | 65 | |||
2,017 | 3 | |||
Deferred revenue estimated revenue to be recognized | 68 | 16 | 65 | 13 |
Technology Solutions Revenues [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
2,016 | 46 | |||
2,017 | 75 | |||
2,018 | 41 | |||
2,019 | 37 | |||
2,020 | 33 | |||
2021 and thereafter | 11 | |||
Deferred revenue estimated revenue to be recognized | $ 243 | $ 199 | $ 194 | $ 247 |
Debt Obligations (5.55% Senior
Debt Obligations (5.55% Senior Unsecured Notes) (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
5.55% senior unsecured notes due January 15, 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 600,000,000 | |
Debt instrument, interest rate | 5.55% | |
Debt instrument, maturity date | Jan. 15, 2020 | |
Total debt obligations | $ 598,000,000 | $ 597,000,000 |
$750 million revolving credit commitment due September 19, 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt obligations | 18,000,000 | $ 258,000,000 |
$400 million term loan facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | 400,000,000 | |
Total debt obligations | $ 399,000,000 |
Employee Benefits (Narrative) (
Employee Benefits (Narrative) (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | 15 Months Ended | 21 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Cost or expenses included in compensation and benefit expense | $ 13 | ||||
Common stock shares reserved for future issuance | 6.4 | 6.4 | 6.4 | 6.4 | |
Defined contributions plan expense | $ 3 | $ 8 | |||
Compensation expenses | $ 1 | $ 1 | $ 3 | ||
Non-U.S. Benefit Plans [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Cost or expenses included in compensation and benefit expense | $ 4 | $ 4 | |||
Pension [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Percentage of employer contributions | 100.00% | ||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 100.00% | ||||
Percentage of eligible employee contributions receiving employer contributions | 6.00% | ||||
Share-based compensation [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Common stock shares reserved for future issuance | 2.4 | 2.4 | 2.4 | 2.4 | |
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% |
Debt Obligations (5.25% Senior
Debt Obligations (5.25% Senior Unsecured Notes) (Details) - 5.25% senior unsecured notes due January 16, 2018 [Member] - USD ($) | 3 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 370,000,000 | |
Debt instrument, interest rate | 5.25% | |
Debt instrument, maturity date | Jan. 16, 2018 | |
Debt instrument, interest rate, maximum | 7.25% | |
Total debt obligations | $ 369,000,000 | $ 368,000,000 |
Aggregate principal amount purchased plus accrued and unpaid interest | 101.00% |
Debt Obligations (3.875% Senior
Debt Obligations (3.875% Senior Unsecured Notes) (Details) € in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016EUR (€) | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | |||||||
Other Comprehensive Income Loss Foreign Currency Transaction And Translation Adjustment Before Tax | $ (45) | $ (68) | $ (34) | $ (256) | |||
3.875% senior unsecured notes due June 7, 2021 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total debt obligations | $ 670 | $ 646 | |||||
Debt Instrument Carrying Amount | € | € 600 | ||||||
Debt instrument, interest rate | 3.875% | 3.875% | |||||
Debt instrument, interest rate, maximum | 5.875% | ||||||
Aggregate principal amount purchased plus accrued and unpaid interest | 101.00% | ||||||
Other Comprehensive Income Loss Foreign Currency Transaction And Translation Adjustment Before Tax | 24 | ||||||
3.85 Senior Unsecured Notes Due June 30, 2026 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total debt obligations | $ 495 | ||||||
Debt Instrument Carrying Amount | $ 500 | ||||||
Debt instrument, interest rate | 3.85% | 3.85% | |||||
Maximum interest rate on debt instrument | 5.85% | ||||||
Aggregate principal amount purchased plus accrued and unpaid interest | 101.00% | ||||||
1.75% Senior Unsecured Notes Due May 19 2023 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Total debt obligations | $ 665 | ||||||
Debt Instrument Carrying Amount | € | € 600 | ||||||
Debt instrument, interest rate | 1.75% | 1.75% | |||||
Maximum interest rate on debt instrument | 3.75% | ||||||
Aggregate principal amount purchased plus accrued and unpaid interest | 101.00% | ||||||
Other Comprehensive Income Loss Foreign Currency Transaction And Translation Adjustment Before Tax | $ 1 |
Debt Obligations (4.25% Senior
Debt Obligations (4.25% Senior Unsecured Notes) (Details) - 4.25% Senior Unsecured Notes Due June 1 2024 [Member] - USD ($) | 3 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Total debt obligations | $ 495,000,000 | $ 495,000,000 |
Debt instrument, face amount | $ 500,000,000 | |
Debt instrument, interest rate | 4.25% | |
Debt instrument, interest rate, maximum | 6.25% | |
Aggregate principal amount purchased plus accrued and unpaid interest | 101.00% |
Debt Obligations (2014 Credit F
Debt Obligations (2014 Credit Facility) (Details) - USD ($) $ in Millions | Feb. 01, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Jun. 30, 2016 | Sep. 30, 2016 |
Marketwired [Member] | |||||
Debt Instrument [Line Items] | |||||
Credit facility, proceeds | $ 109 | ||||
$750 million revolving credit commitment due November 25, 2019 [Member] | |||||
Debt Instrument [Line Items] | |||||
Credit facility, proceeds | $ 361 | $ 878 | |||
Line Of Credit Facility Maximum Borrowing Capacity | 750 | ||||
Revolving Credit Facility [Member] | Dorsey, Wright & Associates, LLC or DWA [Member] | |||||
Debt Instrument [Line Items] | |||||
Credit facility, proceeds | $ 100 | ||||
Revolving Credit Facility [Member] | Chi-X Canada [Member] | |||||
Debt Instrument [Line Items] | |||||
Credit facility, proceeds | $ 55 | ||||
Revolving Credit Facility [Member] | $750 million revolving credit commitment due November 25, 2019 [Member] | |||||
Debt Instrument [Line Items] | |||||
Repayments of credit facility | $ 1,118 |
Debt Obligations (2016 Credit F
Debt Obligations (2016 Credit Facility) (Details) - USD ($) $ in Millions | Feb. 01, 2016 | Mar. 31, 2015 | Sep. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2016 |
$750 million revolving credit commitment due November 25, 2019 [Member] | |||||
Debt Instrument [Line Items] | |||||
Credit facility, proceeds | $ 361 | $ 878 | |||
Line Of Credit Facility Maximum Borrowing Capacity | $ 750 | 750 | |||
$400 million term loan facility [Member] | |||||
Debt Instrument [Line Items] | |||||
percentage of principal repayment | 2.50% | ||||
Revolving Credit Facility [Member] | Chi-X Canada [Member] | |||||
Debt Instrument [Line Items] | |||||
Credit facility, proceeds | $ 55 | ||||
Revolving Credit Facility [Member] | Dorsey, Wright & Associates, LLC or DWA [Member] | |||||
Debt Instrument [Line Items] | |||||
Credit facility, proceeds | $ 100 | ||||
Revolving Credit Facility [Member] | $750 million revolving credit commitment due November 25, 2019 [Member] | |||||
Debt Instrument [Line Items] | |||||
Repayments of credit facility | $ 1,118 |
Debt Obligations (Other Credit
Debt Obligations (Other Credit Facilities) (Details) - Clearinghouse Credit Facilities [Member] - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Credit facility, borrowing capacity | $ 181 | $ 202 |
Credit facility, available liquidity | $ 181 | $ 202 |
Debt Obligations (Changes in De
Debt Obligations (Changes in Debt Obligations) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Less current portion | $ (20) | $ (20) | |
Total long-term debt obligations | 3,689 | 3,689 | $ 2,364 |
Additions | 1,558 | ||
5.55% senior unsecured notes due January 15, 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Total debt obligations | $ 598 | 598 | 597 |
Payments, Accretion and Other | $ 1 | ||
Debt instrument, maturity date | Jan. 15, 2020 | ||
Debt Instrument Interest Rate Stated Percentage | 5.55% | 5.55% | |
5.25% senior unsecured notes due January 16, 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Total debt obligations | $ 369 | $ 369 | 368 |
Payments, Accretion and Other | $ 1 | ||
Debt instrument, maturity date | Jan. 16, 2018 | ||
Debt Instrument Interest Rate Stated Percentage | 5.25% | 5.25% | |
3.875% senior unsecured notes due June 7, 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Total debt obligations | $ 670 | $ 670 | 646 |
Payments, Accretion and Other | $ 24 | ||
Debt Instrument Interest Rate Stated Percentage | 3.875% | 3.875% | |
1.75% Senior Unsecured Notes Due May 19 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Total debt obligations | $ 665 | $ 665 | |
Additions | 664 | ||
Payments, Accretion and Other | $ 1 | ||
Debt Instrument Interest Rate Stated Percentage | 1.75% | 1.75% | |
3.85 Senior Unsecured Notes Due June 30, 2026 [Member] | |||
Debt Instrument [Line Items] | |||
Total debt obligations | $ 495 | $ 495 | |
Additions | $ 495 | ||
Debt Instrument Interest Rate Stated Percentage | 3.85% | 3.85% | |
4.25% Senior Unsecured Notes Due June 1 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Total debt obligations | $ 495 | $ 495 | 495 |
Debt Instrument Interest Rate Stated Percentage | 4.25% | 4.25% | |
$750 million revolving credit commitment due November 25, 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Additions | $ 517 | ||
Line Of Credit Facility Maximum Borrowing Capacity | $ 750 | 750 | |
$400 million term loan facility [Member] | |||
Debt Instrument [Line Items] | |||
Total debt obligations | 399 | 399 | |
Additions | 399 | ||
$750 million revolving credit commitment due September 19, 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Total debt obligations | 18 | 18 | 258 |
Additions | 878 | ||
Payments, Accretion and Other | (1,118) | ||
Debt Non Current [Member] | |||
Debt Instrument [Line Items] | |||
Total debt obligations | $ 3,709 | 3,709 | $ 2,364 |
Additions | 2,436 | ||
Payments, Accretion and Other | $ (1,091) |
Debt Obligations (Changes in 59
Debt Obligations (Changes in Debt Obligations Additional Information) (Details) € in Millions, $ in Millions | 3 Months Ended | |
Sep. 30, 2016EUR (€) | Sep. 30, 2016USD ($) | |
5.55% senior unsecured notes due January 15, 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 5.55% | 5.55% |
Debt instrument, maturity date | Jan. 15, 2020 | |
5.25% senior unsecured notes due January 16, 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 5.25% | 5.25% |
Debt instrument, maturity date | Jan. 16, 2018 | |
3.875% senior unsecured notes due June 7, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 3.875% | 3.875% |
Debt instrument, principal outstanding | € | € 600 | |
4.25% Senior Unsecured Notes Due June 1 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 4.25% | 4.25% |
$750 million revolving credit commitment due November 25, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, borrowing capacity | $ | $ 750 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016USD ($)$ / sharesitemshares | Mar. 31, 2016shares | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesitemshares | Sep. 30, 2015USD ($)$ / sharesshares | Dec. 31, 2015shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock shares reserved for future issuance | 6,400,000 | 6,400,000 | |||||
Discount from market price | 15.00% | ||||||
Net cash proceeds from the exercise of stock options | $ | $ 14 | $ 2 | $ 36 | $ 13 | |||
Stock options exercised in period | 424,361 | 59,141 | 1,051,828 | 492,345 | |||
Stock options, exercisable | 1,574,659 | 1,574,659 | |||||
Weighted-average exercise price | $ / shares | $ 23.72 | $ 23.72 | |||||
Total pre-tax intrinsic value of stock options exercised | $ | $ 14 | $ 1 | $ 36 | $ 12 | |||
Stock options to purchase shares | 1,574,659 | 1,574,659 | 2,626,487 | ||||
Weighted-average grant date share price | $ / shares | $ 66.36 | $ 50.93 | $ 66.36 | $ 50.93 | |||
Total number of in-the-money stock options exercisable | 1,600,000 | 2,800,000 | 1,600,000 | 2,800,000 | |||
Total unrecognized compensation cost | $ | $ 110 | $ 110 | |||||
Weighted-average period unrecognized compensation cost is expected to be recognized, in years | 1 year 7 months 6 days | ||||||
PSUs [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Number of Awards, Granted | [1] | 1,004,143 | |||||
Number of peer groups | item | 2 | 2 | |||||
Performance-based long-term incentive program weighted percentage | 50.00% | ||||||
Share Based Compensation Arrangement By Share Based Payment Award Award Vesting Period 1 | 3 years | ||||||
PSUs [Member] | Executive Officer [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of Awards, Granted | 510,486 | ||||||
Chief executive officer's and executive vice presidents' long-term stock-based compensation | 100.00% | ||||||
PSUs [Member] | Senior vice presidents' [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Chief executive officer's and executive vice presidents' long-term stock-based compensation | 50.00% | ||||||
Restricted stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of Awards, Granted | [2] | 697,279 | |||||
General expiration period of stock options | 10 years | ||||||
Restricted stock [Member] | Fourth Anniversary [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||
Restricted stock [Member] | Second Anniversary [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||||
Restricted stock [Member] | Third Anniversary [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||||
One-year performance period [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Additional PSU's Granted | 87,582 | ||||||
One-year performance period [Member] | Executive Officer [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of Awards, Granted | 155,060 | ||||||
Three-year performance period [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Additional PSU's Granted | 406,075 | ||||||
Three-year performance period [Member] | Executive Officer [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of Awards, Granted | 355,426 | ||||||
Common stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options to purchase shares | 1,574,659 | 2,821,712 | 1,574,659 | 2,821,712 | |||
QuarterEndClosePrice [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted-average grant date share price | $ / shares | $ 67.54 | $ 67.54 | |||||
Minimum [Member] | PSUs [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 0.00% | ||||||
Minimum [Member] | PSUs [Member] | Executive Officer [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 0.00% | ||||||
Minimum [Member] | Restricted stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 2 years | ||||||
Share Based Compensation Arrangement By Share Based Payment Award Award Vesting Period 1 | 2 years | ||||||
Maximum [Member] | PSUs [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 150.00% | ||||||
Maximum [Member] | PSUs [Member] | Executive Officer [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 200.00% | ||||||
Maximum [Member] | Restricted stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 5 years | ||||||
Share Based Compensation Arrangement By Share Based Payment Award Award Vesting Period 1 | 5 years | ||||||
[1] | PSUs granted in 2016 reflect awards issued to certain officers, as described above. | ||||||
[2] | Primarily reflects our company-wide equity grant issued in March 2016, as discussed above. |
Share-Based Compensation (Summa
Share-Based Compensation (Summary of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Share-Based Compensation [Abstract] | |||||
Number of Stock Options Outstanding, Beginning of period | 2,626,487 | ||||
Number of Stock Options, Exercised | (424,361) | (59,141) | (1,051,828) | (492,345) | |
Number of Stock Options Outstanding, End of period | 1,574,659 | 1,574,659 | 2,626,487 | ||
Stock options, exercisable | 1,574,659 | 1,574,659 | |||
Weighted-Average Exercise Price, Outstanding Beginning of period | $ 27.74 | ||||
Weighted-Average Exercise Price, Exercised | 33.77 | ||||
Weighted-Average Exercise Price, Outstanding End of period | $ 23.72 | $ 27.79 | 23.72 | $ 27.79 | $ 27.74 |
Weighted-average exercise price | $ 23.72 | $ 23.72 | |||
Options Outstanding, Weighted-Average Remaining Contractual Term, outstanding (in years) | 2 years 7 months 10 days | 2 years 7 months 17 days | |||
Aggregate Intrinsic Value, Options Outstanding | $ 69 | $ 69 | $ 80 | ||
Options Outstanding, Weighted-Average Remaining Contractual Term, exercisable (in years) | 2 years 7 months 10 days | ||||
Aggregate Intrinsic Value, Exercisable | $ 69 | $ 69 |
Shared-based Compensation (Sche
Shared-based Compensation (Schedule of Weighted- Average Assumptions Used to Determine Weighted-Average Fair Values) (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Weighted-average risk free interest rate | 0.84% | 0.81% |
Expected volatility | 21.00% | 21.50% |
Weighted-average grant date share price | $ 66.36 | $ 50.93 |
Weighted-average fair value at grant date | $ 93.25 | $ 63.99 |
Share-Based Compensation (Sum63
Share-Based Compensation (Summary of Share-Based Compensation Expense) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-Based Compensation [Abstract] | ||||
Share-based compensation expense before income taxes | $ 19 | $ 17 | $ 55 | $ 49 |
Income tax benefit | (8) | (7) | (23) | (20) |
Share-based compensation expense after income taxes | $ 11 | $ 10 | $ 32 | $ 29 |
Share-Based Compensation (Sum64
Share-Based Compensation (Summary of Stock Option Activity) (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-Based Compensation [Abstract] | ||||
Number of Stock Options Outstanding, Beginning of period | 2,626,487 | |||
Number of Stock Options, Exercised | (424,361) | (59,141) | (1,051,828) | (492,345) |
Number of Stock Options Outstanding, End of period | 1,574,659 | 1,574,659 | ||
Weighted-Average Exercise Price, Outstanding Beginning of period | $ 27.74 | |||
Weighted-Average Exercise Price, Exercised | 33.77 | |||
Weighted-Average Exercise Price, Outstanding End of period | $ 23.72 | $ 27.79 | $ 23.72 | $ 27.79 |
Share-Based Compensation (Sum65
Share-Based Compensation (Summary of Restricted Stock and PSU Activity) (Details) | 9 Months Ended | |
Sep. 30, 2016$ / sharesshares | ||
Restricted stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Awards, Unvested balances | shares | 3,343,738 | |
Number of Awards, Granted | shares | 697,279 | [1] |
Number of Awards, Vested | shares | (1,229,562) | |
Number of Awards, Forfeited | shares | (225,961) | |
Number of Awards, Unvested balances | shares | 2,585,494 | |
Weighted-Average Grant Date Fair Value, Unvested balances | $ / shares | $ 35.36 | |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 62.91 | |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 27.83 | |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 42.66 | |
Weighted-Average Grant Date Fair Value, Unvested balances | $ / shares | $ 45.73 | |
PSUs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Awards, Unvested balances | shares | 1,863,685 | |
Number of Awards, Granted | shares | 1,004,143 | [2] |
Number of Awards, Vested | shares | (888,718) | |
Number of Awards, Forfeited | shares | (44,609) | |
Number of Awards, Unvested balances | shares | 1,934,501 | |
Weighted-Average Grant Date Fair Value, Unvested balances | $ / shares | $ 47.57 | |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 64.82 | |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 43.81 | |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 50.38 | |
Weighted-Average Grant Date Fair Value, Unvested balances | $ / shares | $ 58.23 | |
[1] | Primarily reflects our company-wide equity grant issued in March 2016, as discussed above. | |
[2] | PSUs granted in 2016 reflect awards issued to certain officers, as described above. |
Nasdaq Stockholders' Equity (Na
Nasdaq Stockholders' Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 26, 2016 | Mar. 28, 2016 | Jan. 28, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Stockholders Equity [Line Items] | ||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | |||||
Common stock, shares issued | 169,018,836 | 169,018,836 | 167,241,734 | |||||
Common stock, shares outstanding | 165,198,693 | 165,198,693 | 164,324,270 | |||||
Common stock holder voting rights, maximum percentage of the then-outstanding shares of Nasdaq common stock | 5.00% | 5.00% | ||||||
Common stock in treasury, shares | 3,820,143 | 3,820,143 | 2,917,464 | |||||
Share repurchase program, authorized amount | $ 370 | $ 500 | $ 500 | |||||
Remaining authorized share repurchase amounts under repurchase program | $ 429 | $ 429 | ||||||
Treasury shares acquired | 1,547,778 | |||||||
Average per share price of repurchased stock | $ 64.42 | |||||||
Aggregate purchase price | $ 100 | |||||||
Preferred stock, shares authorized | 30,000,000 | 30,000,000 | ||||||
Preferred stock par value | $ 0.01 | $ 0.01 | ||||||
Cash dividend per share | $ 0.32 | $ 0.32 | $ 0.25 | $ 0.32 | $ 0.25 | $ 0.89 | $ 0.65 | |
Dividend declared, date payable | Jun. 24, 2016 | Mar. 28, 2016 | Sep. 30, 2016 | |||||
Dividend declared, record date | Jun. 10, 2016 | Mar. 14, 2016 | Sep. 16, 2016 | |||||
Increase from prior quarter cash dividend, percentage | 28.00% | |||||||
Other Repurchases of Common Stock [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Treasury shares acquired | 902,679 |
Nasdaq Stockholders' Equity (Sc
Nasdaq Stockholders' Equity (Schedule of Dividends Declared) (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 26, 2016 | Mar. 28, 2016 | Jan. 28, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Nasdaq Stockholders’ Equity [Abstract] | ||||||||
Declaration Date | Mar. 28, 2016 | Jan. 27, 2016 | Jul. 26, 2016 | |||||
Dividend Per Common Share | $ 0.32 | $ 0.32 | $ 0.25 | $ 0.32 | $ 0.25 | $ 0.89 | $ 0.65 | |
Record Date | Jun. 10, 2016 | Mar. 14, 2016 | Sep. 16, 2016 | |||||
Total Amount | $ 53 | $ 41 | $ 53 | $ 53 | ||||
Payment Date | Jun. 24, 2016 | Mar. 28, 2016 | Sep. 30, 2016 |
Nasdaq Stockholders' Equity (Co
Nasdaq Stockholders' Equity (Components of Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Nasdaq Stockholders’ Equity [Abstract] | ||
Net balance | $ (882) | $ (864) |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Stock options to purchase shares | 1,574,659 | 1,574,659 | 2,626,487 | ||
Diluted shares outstanding | 2,898,633 | 3,556,065 | 3,355,780 | 3,514,960 | |
Common stock [Member] | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Stock options to purchase shares | 1,574,659 | 2,821,712 | 1,574,659 | 2,821,712 | |
Restricted stock and PSU's [Member] | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Restricted stock and PSU's outstanding | 5,507,394 | 4,519,995 | |||
Diluted shares outstanding | 4,135,696 | 5,496,526 | 3,864,478 | 5,086,010 |
Earnings Per Share (Summary of
Earnings Per Share (Summary of Computation of Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Net income attributable to common shareholders | $ 131 | $ 138 | $ 333 | $ 280 |
Weighted-average common shares outstanding for basic earnings per share | 165,606,199 | 166,903,697 | 164,971,288 | 168,203,316 |
Employee equity awards | 2,898,633 | 3,556,065 | 3,355,780 | 3,514,960 |
Contingent issuance of common stock | 992,247 | 992,247 | 333,163 | 334,384 |
Weighted-average common shares outstanding for diluted earnings per share | 169,497,079 | 171,452,009 | 168,660,231 | 172,052,660 |
Basic earnings per share | $ 0.79 | $ 0.83 | $ 2.02 | $ 1.66 |
Diluted earnings per share | $ 0.77 | $ 0.80 | $ 1.97 | $ 1.63 |
Fair Value of Financial Instr71
Fair Value of Financial Instruments (Narrative) (Details) - USD ($) $ in Billions | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value of Financial Instruments [Abstract] | ||
Fair value of debt utilizing discounted cash flow analyses | $ 4 | $ 2.5 |
Fair Value of Financial Instr72
Fair Value of Financial Instruments (Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis) (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Financial investments, at fair value | $ 238 | $ 201 | |
Default fund and margin deposit investments | [1] | 1,865 | 1,556 |
Total | 2,103 | 1,757 | |
Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Financial investments, at fair value | 238 | 189 | |
Default fund and margin deposit investments | [1] | 1,324 | 1,253 |
Total | 1,562 | 1,442 | |
Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Financial investments, at fair value | 12 | ||
Default fund and margin deposit investments | [1] | 541 | 303 |
Total | $ 541 | $ 315 | |
[1] | Default fund and margin deposit investments include cash contributions invested by Nasdaq Clearing, in accordance with its investment policy, either in highly rated European, and to a lesser extent, U.S. government debt securities, time deposits or reverse repurchase agreements with highly rated government debt securities as collateral. Of the total balance of $3,323 million recorded in the Condensed Consolidated Balance Sheets as of September 30, 2016, $541 million of cash contributions have been invested in reverse repurchase agreements and $1,324 million of cash contributions have been invested in highly rated European, and to a lesser extent, U.S. government debt securities. The remainder of this balance is held in cash. Of the total balance of $2,228 million recorded in the Condensed Consolidated Balance Sheets as of December 31, 2015, $303 million of cash contributions have been invested in reverse repurchase agreements and $1,253 million of cash contributions have been invested in highly rated European, and to a lesser extent, U.S. government debt securities. The remainder of this balance is held in cash. See Note 14, "Clearing Operations," for further discussion of default fund contributions and margin deposits. |
Fair Value of Financial Instr73
Fair Value of Financial Instruments (Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Additional Information) (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Financial investments, at fair value | $ 238 | $ 201 | |
Default funds and margin deposits | 3,323 | 2,228 | |
Default fund and margin deposit investments | [1] | 1,865 | 1,556 |
Foreign Government Debt Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Default fund and margin deposit investments | 1,324 | 1,253 | |
Restricted assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Financial investments, at fair value | 183 | 166 | |
Reverse Repurchase Agreements [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Default fund and margin deposit investments | $ 541 | $ 303 | |
[1] | Default fund and margin deposit investments include cash contributions invested by Nasdaq Clearing, in accordance with its investment policy, either in highly rated European, and to a lesser extent, U.S. government debt securities, time deposits or reverse repurchase agreements with highly rated government debt securities as collateral. Of the total balance of $3,323 million recorded in the Condensed Consolidated Balance Sheets as of September 30, 2016, $541 million of cash contributions have been invested in reverse repurchase agreements and $1,324 million of cash contributions have been invested in highly rated European, and to a lesser extent, U.S. government debt securities. The remainder of this balance is held in cash. Of the total balance of $2,228 million recorded in the Condensed Consolidated Balance Sheets as of December 31, 2015, $303 million of cash contributions have been invested in reverse repurchase agreements and $1,253 million of cash contributions have been invested in highly rated European, and to a lesser extent, U.S. government debt securities. The remainder of this balance is held in cash. See Note 14, "Clearing Operations," for further discussion of default fund contributions and margin deposits. |
Clearing Operations (Narrative)
Clearing Operations (Narrative) (Details) $ in Millions | 9 Months Ended | |||
Sep. 30, 2016USD ($)contract | Sep. 30, 2015USD ($)contract | Dec. 31, 2015USD ($) | ||
Clearing Operations [Line Items] | ||||
Marketable Securities Current | $ 238 | $ 201 | ||
Default fund and margin deposit investments | [1] | 1,865 | 1,556 | |
Reverse Repurchase Agreements [Member] | ||||
Clearing Operations [Line Items] | ||||
Default fund and margin deposit investments | 541 | $ 303 | ||
NASDAQ Nordic Clearing [Member] | ||||
Clearing Operations [Line Items] | ||||
Outstanding contract value of resale and repurchase agreements | $ 6,300 | $ 5,900 | ||
Total number of derivative contracts cleared | contract | 6,027,419 | 5,899,287 | ||
Power of assessment of the clearing member's contribution to the financial markets and commodities markets default funds | 100.00% | |||
Marketable Securities Current | $ 142 | |||
Liability Waterfall [Member] | ||||
Clearing Operations [Line Items] | ||||
Junior capital, cash deposits and pledged assets | 19 | |||
Senior capital, cash deposits and pledged assets | 52 | |||
NOS Clearing [Member] | Reverse Repurchase Agreements [Member] | ||||
Clearing Operations [Line Items] | ||||
Default fund and margin deposit investments | 541 | |||
NOS Clearing [Member] | US Government Debt Securities [Member] | ||||
Clearing Operations [Line Items] | ||||
Default fund and margin deposit investments | $ 1,324 | |||
[1] | Default fund and margin deposit investments include cash contributions invested by Nasdaq Clearing, in accordance with its investment policy, either in highly rated European, and to a lesser extent, U.S. government debt securities, time deposits or reverse repurchase agreements with highly rated government debt securities as collateral. Of the total balance of $3,323 million recorded in the Condensed Consolidated Balance Sheets as of September 30, 2016, $541 million of cash contributions have been invested in reverse repurchase agreements and $1,324 million of cash contributions have been invested in highly rated European, and to a lesser extent, U.S. government debt securities. The remainder of this balance is held in cash. Of the total balance of $2,228 million recorded in the Condensed Consolidated Balance Sheets as of December 31, 2015, $303 million of cash contributions have been invested in reverse repurchase agreements and $1,253 million of cash contributions have been invested in highly rated European, and to a lesser extent, U.S. government debt securities. The remainder of this balance is held in cash. See Note 14, "Clearing Operations," for further discussion of default fund contributions and margin deposits. |
Clearing Operations (Schedule o
Clearing Operations (Schedule of Clearing Member Default Fund Contributions And Margin Deposits) (Details) $ in Millions | Sep. 30, 2016USD ($) | |
Clearing Operations [Line Items] | ||
Default fund contributions | $ 421 | |
Margin deposits | 6,608 | |
Default fund contributions and margin deposits | 7,029 | |
Cash Contributions [Member] | ||
Clearing Operations [Line Items] | ||
Default fund contributions | 312 | [1] |
Margin deposits | 3,011 | [1] |
Default fund contributions and margin deposits | 3,323 | [1] |
Non-Cash Contributions [Member] | ||
Clearing Operations [Line Items] | ||
Default fund contributions | 109 | |
Margin deposits | 3,597 | |
Default fund contributions and margin deposits | 3,706 | |
DefaultFundContributionCapitalResourcesAvailable [Member] | ||
Clearing Operations [Line Items] | ||
Default fund contributions | 332 | |
DefaultFundContributionMemberPostedSurplusBalance [Member] | ||
Clearing Operations [Line Items] | ||
Default fund contributions | $ 89 | |
[1] | As of September 30, 2016, in accordance with its investment policy, Nasdaq Clearing has invested cash contributions of $541 million in reverse repurchase agreements and $1,324 million in highly rated European, and to a lesser extent, U.S. government debt securities |
Clearing Operations (Schedule76
Clearing Operations (Schedule of Derivative Contracts Outstanding) (Details) $ in Millions | Sep. 30, 2016USD ($)contract | Sep. 30, 2015contract | |
Clearing Operations [Line Items] | |||
Market value of derivative contracts | $ | [1],[2] | $ 2,224 | |
Total Number of Cleared Contracts | contract | 73,606,791 | 79,491,069 | |
Commodity forwards and options [Member] | |||
Clearing Operations [Line Items] | |||
Market value of derivative contracts | $ | [1],[2],[3] | $ 904 | |
Total Number of Cleared Contracts | contract | [4] | 2,548,090 | 2,371,252 |
Fixed-income options and futures [Member] | |||
Clearing Operations [Line Items] | |||
Market value of derivative contracts | $ | [1],[2] | $ 988 | |
Total Number of Cleared Contracts | contract | 10,656,778 | 14,739,280 | |
Stock options and futures [Member] | |||
Clearing Operations [Line Items] | |||
Market value of derivative contracts | $ | [1],[2] | $ 192 | |
Total Number of Cleared Contracts | contract | 22,012,777 | 25,106,934 | |
Index options and futures [Member] | |||
Clearing Operations [Line Items] | |||
Market value of derivative contracts | $ | [1],[2] | $ 140 | |
Total Number of Cleared Contracts | contract | 38,389,146 | 37,273,603 | |
[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 futures contracts based upon quoted market prices and average quoted market yields. | ||
[3] | 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. | ||
[4] | The total volume in cleared power related to commodity contracts was 1,197 Terawatt hours (TWh) for the nine months ended September 30, 2016 and 1,077 TWh for the nine months ended September 30, 2015. |
Clearing Operations (Schedule77
Clearing Operations (Schedule of Derivative Contracts Outstanding Additional Information) (Details) - TW | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Clearing Operations [Abstract] | ||
Total volume in cleared power, in Terawatt hours (TWh) | 1,197 | 1,077 |
Commitments, Contingencies an78
Commitments, Contingencies and Guarantees (Details) - USD ($) $ in Millions | Feb. 24, 2016 | Feb. 01, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Commitments and Contingencies Disclosure [Line Items] | |||||||
Financial guarantees obtained | $ 14 | $ 14 | $ 13 | ||||
Contingent future issuance of common stock, shares | 992,247 | 992,247 | 333,163 | 334,384 | |||
Margin deposits contributed to Cantor Fitzgerald | $ 19 | $ 19 | |||||
Legal And Other Expenses | $ 26 | ||||||
Legal Reserve [Member] | |||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||
Legal And Other Expenses | $ 5 | $ 5 | |||||
Chi-X Canada [Member] | |||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||
Business acquisition | $ 115 | ||||||
Marketwired [Member] | |||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||
Business acquisition | $ 109 | ||||||
eSpeed [Member] | |||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 992,247 | ||||||
Consolidated Amount of Revenue required to triger annual issuance of Nasdaq common stock | $ 25 | ||||||
Clearinghouse Credit Facilities [Member] | |||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||
Credit facilities, total | 181 | 181 | 202 | ||||
Credit facility, available liquidity | 181 | 181 | 202 | ||||
Escrow Agreement [Member] | |||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||
Contingency, accrual | 32 | 32 | |||||
Property Lease Guarantee [Member] | |||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||
Other guarantees | $ 3 | $ 3 | $ 11 |
Business Segments (Narrative) (
Business Segments (Narrative) (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 18 Months Ended | |||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)segment | Sep. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | ||||||
Merger expenses | $ 12 | $ 4 | $ 56 | $ 7 | ||
Total restructuring charges | 8 | 41 | 160 | $ 214 | ||
Special legal expenses | 26 | |||||
Tax expense (benefits) recorded | 12 | 12 | ||||
Amortization Of Intangible Assets | $ 23 | 15 | $ 59 | 46 | ||
Number of operating segments | segment | 4 | |||||
Swedish Tax Agency [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Tax expense (benefits) recorded | $ 12 | |||||
Legal Reserve [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Special legal expenses | $ 5 | $ 5 |
Business Segments (Schedule of
Business Segments (Schedule of Operating Segments) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||
Total revenues | $ 929 | $ 871 | $ 2,732 | $ 2,538 | |
Transaction-based expenses | (344) | (342) | (1,054) | (984) | |
Revenues less transaction expenses | 585 | 529 | 1,678 | 1,554 | |
Depreciation And Amortization | 46 | 34 | 125 | 102 | |
Operating income (loss) | 233 | 231 | 626 | 475 | |
Total assets | 14,808 | 14,808 | $ 11,861 | ||
Purchases of property and equipment | 85 | 91 | |||
Corporate Items and Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | (39) | (22) | (159) | (250) | |
Market Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 557 | 542 | 1,661 | 1,561 | |
Transaction-based expenses | (344) | (342) | (1,054) | (984) | |
Revenues less transaction expenses | 213 | 200 | 607 | 577 | |
Operating income (loss) | 114 | 109 | 332 | 310 | |
Listing Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 68 | 66 | 202 | 196 | |
Revenues less transaction expenses | 68 | 66 | 202 | 196 | |
Operating income (loss) | 31 | 29 | 88 | 86 | |
Information Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 137 | 132 | 405 | 385 | |
Revenues less transaction expenses | 137 | 132 | 405 | 385 | |
Operating income (loss) | 97 | 96 | 290 | 277 | |
Technology Solutions Revenues [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 167 | 131 | 464 | 396 | |
Revenues less transaction expenses | 167 | 131 | 464 | 396 | |
Operating income (loss) | $ 30 | $ 19 | $ 75 | $ 52 |