Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 02, 2017 | |
Document And Entity Information [Abstract] | ||
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 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | ndaq | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 165,178,479 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 386 | $ 403 |
Restricted cash | 78 | 15 |
Financial investments, at fair value | 220 | 245 |
Receivables, net | 467 | 429 |
Default funds and margin deposits | 3,633 | 3,301 |
Other current assets | 163 | 167 |
Total current assets | 4,947 | 4,560 |
Property and equipment, net | 376 | 362 |
Deferred tax assets | 617 | 717 |
Goodwill | 6,070 | 6,027 |
Intangible assets, net | 2,082 | 2,094 |
Other non-current assets | 398 | 390 |
Total assets | 14,490 | 14,150 |
Current liabilities: | ||
Accounts payable and accrued expenses | 187 | 175 |
Section 31 fees payable to SEC | 81 | 108 |
Accrued personnel costs | 110 | 207 |
Deferred revenue | 322 | 162 |
Other current liabilities | 174 | 129 |
Default funds and margin deposits | 3,633 | 3,301 |
Current portion of debt obligations | 379 | 0 |
Total current liabilities | 4,886 | 4,082 |
Debt obligations | 3,242 | 3,603 |
Deferred tax liabilities | 702 | 720 |
Non-current deferred revenue | 164 | 171 |
Other non-current liabilities | 144 | 144 |
Total liabilities | 9,138 | 8,720 |
Commitments and contingencies | ||
Nasdaq stockholders’ equity: | ||
Common stock, $0.01 par value, 300,000,000 shares authorized, shares issued: 169,760,142 at March 31, 2017 and 170,501,186 at December 31, 2016; shares outstanding: 165,168,584, at March 31, 2017 and 166,579,468 at December 31, 2016 | 2 | 2 |
Additional paid-in capital | 2,963 | 3,104 |
Common stock in treasury, at cost: 4,591,558, shares at March 31, 2017 and 3,921,718 shares at December 31, 2016 | (221) | (176) |
Accumulated other comprehensive loss | (987) | (979) |
Retained earnings | 3,595 | 3,479 |
Total Nasdaq stockholders’ equity | 5,352 | 5,430 |
Total liabilities and equity | $ 14,490 | $ 14,150 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 169,760,142 | 170,501,186 |
Common stock, shares outstanding (in shares) | 165,168,584 | 166,579,468 |
Common stock in treasury (in shares) | 4,591,558 | 3,921,718 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues: | ||
Market Services | $ 606 | $ 572 |
Corporate Services | 160 | 143 |
Information Services | 138 | 133 |
Market Technology | 67 | 57 |
Total revenues | 971 | 905 |
Transaction-based expenses: | ||
Transaction rebates | (301) | (283) |
Brokerage, clearance and exchange fees | (87) | (88) |
Revenues less transaction-based expenses | 583 | 534 |
Operating expenses: | ||
Compensation and benefits | 161 | 152 |
Professional and contract services | 36 | 35 |
Computer operations and data communications | 30 | 25 |
Occupancy | 23 | 20 |
General, administrative and other | 19 | 14 |
Marketing and advertising | 7 | 6 |
Depreciation and amortization | 45 | 38 |
Regulatory | 8 | 7 |
Merger and strategic initiatives | 6 | 9 |
Restructuring charges | 0 | 9 |
Total operating expenses | 335 | 315 |
Operating income | 248 | 219 |
Interest income | 2 | 1 |
Interest expense | (37) | (28) |
Other investment income | 0 | 1 |
Net income from unconsolidated investees | 4 | 2 |
Income before income taxes | 217 | 195 |
Income tax provision | 48 | 63 |
Net income attributable to Nasdaq | $ 169 | $ 132 |
Per share information: | ||
Basic earnings per share (in dollars per share) | $ 1.02 | $ 0.80 |
Diluted earnings per share (in dollars per share) | 0.99 | 0.78 |
Cash dividends declared per common share (in dollars per share) | $ 0.32 | $ 0.57 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 169 | $ 132 |
Foreign currency translation gain (loss): | ||
Net foreign currency translation gain | 42 | 138 |
Income tax expense | (50) | (44) |
Total other comprehensive income (loss), net of tax | (8) | 94 |
Comprehensive income attributable to Nasdaq | $ 161 | $ 226 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 169 | $ 132 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 45 | 38 |
Share-based compensation | 15 | 16 |
Deferred income taxes | 29 | 2 |
Net income from unconsolidated investees | (4) | (2) |
Other reconciling items included in net income | 7 | 4 |
Net change in operating assets and liabilities, net of effects of acquisitions: | ||
Receivables, net | (38) | (5) |
Other assets | 4 | (2) |
Accounts payable and accrued expenses | 12 | 14 |
Section 31 fees payable to SEC | (27) | (18) |
Accrued personnel costs | (98) | (89) |
Deferred revenue | 149 | 147 |
Other liabilities | (19) | 18 |
Net cash provided by operating activities | 244 | 255 |
Cash flows from investing activities: | ||
Purchases of trading securities | (93) | (144) |
Proceeds from sales and redemptions of trading securities | 120 | 94 |
Purchases of available-for-sale investment securities | (5) | (5) |
Proceeds from maturities of available-for-sale investment securities | 6 | 7 |
Acquisition of businesses, net of cash and cash equivalents acquired | 0 | (213) |
Purchases of property and equipment | (36) | (23) |
Other investment activities | 0 | (10) |
Net cash used in investing activities | (8) | (294) |
Cash flows from financing activities: | ||
Payments of debt obligations | 0 | (555) |
Proceeds from utilization of credit commitment | 0 | 325 |
Proceeds from issuances of senior unsecured notes and term loan facility | 0 | 399 |
Cash paid for repurchase of common stock | (156) | (29) |
Cash dividends | (53) | (41) |
Proceeds received from employee stock activity | 1 | 1 |
Payments related to employee shares withheld for taxes | (47) | (34) |
Proceeds (disbursements) of customer funds | 63 | (38) |
Net cash (used in) provided by financing activities | (192) | 28 |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | 2 | 6 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 46 | (5) |
Cash and cash equivalents and restricted cash at beginning of period | 418 | 357 |
Cash and cash equivalents and restricted cash at end of period | 464 | 352 |
Cash paid for: | ||
Interest | 29 | 28 |
Income taxes, net of refund | $ 26 | $ 35 |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Organization and Nature of Operations Nasdaq, Inc. is a leading provider of trading, clearing, exchange technology, regulatory, securities listing, information and public company services. 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, Corporate Services, Information Services and Market Technology. Market Services Our Market Services segment includes our Equity Derivative Trading and Clearing, Cash Equity Trading, FICC, and Trade Management Services businesses. We operate multiple exchanges and other marketplace facilities across several asset classes, including derivatives, commodities, cash equity, debt, structured products and ETPs. In addition, in some countries where we operate exchanges, we also provide broker services, clearing, settlement and central depository services. Our transaction-based platforms provide market participants with the ability to access, process, display and integrate orders and quotes. The platforms allow the routing and execution of buy and sell orders as well as the reporting of transactions, providing fee-based revenues. In the U.S., we operate six electronic options exchanges and three cash equity exchanges. The Nasdaq Stock Market, the largest of our cash equities exchanges, is the largest single venue of liquidity for trading U.S.-listed cash equities. We also operate an electronic platform for trading of U.S. Treasuries and 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. In addition, we also operate three Canadian markets for the trading of Canadian-listed securities. 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. Nasdaq Commodities is the brand name for Nasdaq’s worldwide suite of commodity-related products and services. Nasdaq Commodities’ offerings include oil, power, natural gas and carbon emission markets, tanker and dry cargo freight, seafood derivatives, iron ore, electricity certificates and clearing services. The products are listed on two of Nasdaq’s derivatives exchanges, Nasdaq Oslo ASA and NFX. 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 data feeds. We also provide co-location services to market participants, whereby firms may lease cabinet space and power to house their own equipment and servers within our data centers. Our broker services operations offer technology and customized securities administration solutions to financial participants in the Nordic market. Corporate Services Our Corporate Services segment includes our Corporate Solutions and Listing Services businesses. Our Corporate Solutions business serves corporate clients, including companies listed on our exchanges and private companies. 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: IR intelligence, public relations, board and leadership, and digital media services. Our Listing Services business 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. Through Nasdaq First North, our Nordic and Baltic operations also offer alternative marketplaces for smaller companies and growth companies. Our Listing Services business also includes NPM, which provides services for private companies. As of March 31, 2017 , there were 2,890 total listings on The Nasdaq Stock Market, including 332 separately listed ETPs. The combined market capitalization was approximately $9.7 trillion . In Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 910 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 March 31, 2017 , we had 306 ETPs licensed to Nasdaq’s indexes which had over $138 billion of assets under management. Market Technology Our Market Technology segment 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 89 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 | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements are prepared in accordance with U.S. GAAP and 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. 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, 2016. Certain prior year amounts have been reclassified to conform to the current year 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. Subsequent Events We have evaluated subsequent events through the issuance date of this Quarterly Report on Form 10-Q. See Note 17, “Subsequent Events,” for further discussion. Tax Matters We use the asset and liability method to determine income taxes on all transactions recorded in the condensed consolidated financial statements. Deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities (i.e., temporary differences) and are measured at the enacted rates that will be in effect when these differences are realized. If necessary, a valuation allowance is established to reduce deferred tax assets to the amount that is more likely than not to be realized. 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. The following table shows our income tax provision and effective tax rates: Three Months Ended March 31, Percentage Change 2017 2016 2017 vs. 2016 ($ in millions) Income tax provision $ 48 $ 63 (23.8 )% Effective tax rate 22.1 % 32.3 % (10.2 )% The lower income tax provision and effective tax rate in the first quarter of 2017 when compared with the first quarter of 2016 is primarily due to the recognition of excess tax benefits associated with the vesting of employee shared-based compensation arrangements. See “Recently Adopted Accounting Pronouncements” below for further discussion. The lower income tax provision in the first quarter of 2017 is partially offset by an increase in income tax expense associated with the increase in income before taxes in the first quarter of 2017. 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, we anticipate that the amount of unrecognized tax benefits at March 31, 2017 will significantly decrease in the next twelve months as we expect to settle certain tax audits. 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 have appealed to the Swedish Lower Administrative Court and continue to expect a favorable decision. Since January 1, 2013, we have recorded tax benefits of $51 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 $40 million , or $0.24 per diluted share, which is gross of any related U.S. tax benefits and reflects the impact of foreign currency translation. We expect to record recurring quarterly tax benefits of $1 million to $2 million with respect to this matter for the foreseeable future. Although no new U.S. tax legislation has been enacted, we are currently assessing the impact various tax reform proposals will have on our condensed consolidated financial statements. Other Tax Matter In December 2012, the Swedish Tax Agency approved our 2010 amended 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 and utilized 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 in 2015. As a result, in 2015, we reversed the previously recorded benefit of $12 million , based on the court decision. We had appealed the ruling of the Lower Administrative Court; however, our appeal was denied. There was no further impact to our consolidated statements of income. Recently Adopted Accounting Pronouncements Accounting Standard Description Effective Date Effect on the Financial Statements or Other Significant Matters 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 guidance requires 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 was previously recorded. This guidance impacts the calculation of our total diluted share count for the earnings per share calculation, as calculated under the treasury stock method. It also allows an employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. All tax-related cash flows resulting from share-based payments are reported as operating activities on the statement of cash flows. In regards to forfeitures, a policy election is required to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. We adopted this new standard on January 1, 2017 on a prospective basis for the impacts on the accounting for income taxes and the effect on earnings per share. We have adopted the changes in cash flow statement classification retrospectively. See discussion below. Compensation - Stock Compensation Accounting for Income Taxes Under the previous guidance, excess tax benefits and certain tax deficiencies from share-based compensation arrangements were recorded to additional paid-in-capital within stockholders' equity when the awards were vested or settled. The new guidance requires that all excess tax benefits and all tax deficiencies be recognized as income tax expense or benefit in the consolidated statements of income with a prospective adoption. The adoption resulted in the recognition of excess tax benefit in our provision for income taxes rather than additional paid-in capital of $23 million during the first quarter of 2017. Effect on the Calculation of Earnings Per Share The new guidance also requires excess tax benefits to be prospectively excluded from assumed future proceeds when applying the treasury stock method to share-based payment awards to determine the dilutive effect on earnings per share. The change resulted in an increase in our diluted weighted-average number of common shares of 834,311 and added $0.13 to our first quarter 2017 diluted EPS. Classification of Excess Tax Benefits in the Statements of Cash Flows Under the new guidance, excess tax benefits from share-based compensation arrangements are classified as cash flows from operations, rather than as an inflow within financing activities and an outflow within operating activities. We have elected to apply this cash flow classification guidance retrospectively. The retrospective impact on the Consolidated Statements of Cash Flows for the three months ended March 31, 2016 was an increase to cash provided by operating activities of $2 million , and a decrease to cash provided by financing activities of $2 million . Accounting for Forfeitures Under the new guidance, we can elect to account for forfeitures of share-based payments by recognizing forfeitures of awards as they occur or by estimating the number of awards expected to be forfeited and adjusting the estimate when it is no longer probable that the employee will fulfill the service condition. We have elected to estimate the number of awards expected to be forfeited, which is consistent with our current accounting policy. For awards with performance conditions we will continue to assess the probability that a performance condition will be achieved at each reporting period to determine whether and when to recognize compensation cost as this is unchanged by the new guidance. Recently Issued Accounting Pronouncements Accounting Standard Description Effective Date Effect on the Financial Statements or Other Significant Matters Business Combination In January 2017, the FASB issued ASU 2017-01, “Clarifying the Definition of a Business.” This ASU clarifies the definition of a business with the objective of adding guidance to assist companies with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new guidance is expected to reduce the number of transactions that need to be further evaluated as businesses. Early adoption is permitted for certain types of transactions . January 1, 2018, with early adoption permitted. This new standard is required to be applied prospectively and therefore, may impact how we account for future acquisitions. Goodwill In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment.” This ASU simplifies how an entity is required to test goodwill for impairment and removes the second step of the goodwill impairment test, which required a hypothetical purchase price allocation if the fair value of a reporting unit is less than its carrying amount. Goodwill impairment will now be measured using the difference between the carrying amount and the fair value of the reporting unit and the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendments in this ASU should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. January 1, 2020, with early adoption as of January 1, 2017 permitted . We do not anticipate a material impact on our consolidated financial statements at the time of adoption of this new standard as the carrying amounts of our reporting units have been less than their corresponding fair values in recent years. Therefore, the second step of the goodwill impairment test was not required. However, changes in future projections, market conditions and other factors may cause a change in the excess of fair value of our reporting units over their corresponding carrying amounts. 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. 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. Accounting Standard Description Effective Date Effect on the Financial Statements or Other Significant Matters 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. As we do not have a significant investment in financial instruments impacted by this standard, 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. January 1, 2018, with early adoption permitted. See discussion below. Revenue From Contracts With Customers We are currently assessing the materiality of the expected impact that the adoption of Topic 606 will have on our consolidated financial statements. We reviewed customer contracts for all of our businesses and have determined that revenue and expense recognition for our Market Technology business and revenue recognition for our Listing Services business will be impacted. We do not anticipate material changes to revenue and expense recognition for our other businesses. The following are key items to note regarding the accounting for our Market Technology and Listing Services businesses under the Topic 606: • revenue recognition for existing and new contracts will be recognized in earlier stages under the new standard; • expense recognition for Market Technology contracts will be recognized in earlier stages under the new standard; • a portion of revenues and expenses that were previously deferred will be recognized either in prior period revenues, through restatement, or as an adjustment to retained earnings upon adoption of the new standard; and • the overall value of our contracts and the timing of cash flows from customers will not change. We have reviewed substantially all of the existing customer contracts in our Market Technology and Listings businesses and we are currently quantifying the impact of adopting the new standard under both the retrospective and modified approaches. As part of this analysis, we are calculating the cumulative adjustment to retained earnings under both approaches and expect to select a transition approach once we have completed this analysis. In addition, we are gathering the required information to be disclosed for all businesses. Market Technology. In our Market Technology business, we enter into contracts with customers to develop technology solutions, license the right to use software, and provide post-contract support and other services to our customers. Under current accounting policies, we do not recognize revenue or expense until we begin the final stage of the contract as we are not able to establish vendor specific objective evidence of fair value for individual elements of the contract. Under Topic 606, we will no longer defer recognition of revenue and expense until the final stage of the contract. For each of our contracts, we expect to identify multiple performance obligations, allocate the transaction price to these obligations and recognize revenue for each of these obligations as they are satisfied. Expenses will no longer be deferred, but will be recognized as incurred. Since revenue and expense will be recognized in earlier stages of the contract, the balance sheet accounts for deferred revenue and costs will decline upon adoption of Topic 606. Due to the complexity of certain contracts, the revenue recognition treatment under the new standard will be dependent on contract-specific terms and may vary in some instances. Listing Services. Amounts received for initial listing fees and additional listing fees are generally deferred and revenue is recognized over estimated service periods of six and four years, respectively. Under Topic 606, we will identify the performance obligation associated with these services and record revenue upon satisfaction of each performance obligation. We expect to recognize both initial listing fees and additional listing fees over shorter periods than the current estimated service periods. Since we expect to recognize revenues earlier under Topic 606, the balance sheet account for deferred revenue will decline upon adoption. During the remainder of 2017, we will quantify the impact of adoption and implement any required changes to our systems and processes to meet the new accounting, reporting and disclosure requirements and will update our internal controls accordingly. We will also review any new contracts entered into throughout the year. We do not believe there are any significant barriers to implementation of the new standard. |
Restructuring Charges
Restructuring Charges | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | 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. This restructuring plan was completed in the second quarter of 2016. The following table presents a summary of restructuring plan charges in the Condensed Consolidated Statements of Income: Three Months Ended March 31, 2016 Severance $ 4 Asset impairments 3 Other 2 Total restructuring charges $ 9 During the first quarter of 2016, we recognized restructuring charges totaling $9 million , including severance costs of $4 million related to workforce reductions of 13 positions across our organization, $3 million for asset impairments, primarily related to fixed assets and capitalized software that have been retired and $2 million of other charges. Restructuring Reserve Severance The accrued severance balance was $14 million at March 31, 2017 and $17 million at December 31, 2016. As of March 31, 2017, the accrued severance is included in other current liabilities in the Condensed Consolidated Balance Sheets and will be paid in 2017. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions We completed the following acquisitions in 2016 . Financial results of each transaction are included in our Condensed Consolidated Statements of Income from the date of each acquisition. 2016 Acquisitions Purchase Consideration Total Net Assets (Liabilities) Acquired Total Net Deferred Tax Liability Acquired Goodwill (in millions) ISE $ 1,070 $ 83 $ (185 ) $ 623 $ 549 Boardvantage 242 28 (45 ) 111 148 Marketwired 111 (1 ) (5 ) 31 86 Nasdaq CXC 116 6 (20 ) 76 54 The amounts in the table above represent the allocation of purchase price as of March 31, 2017. The preliminary allocations of the purchase price are subject to revision during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. Adjustments to the provisional values, which may include tax and other estimates, during the measurement period will be recorded in the reporting period in which the adjustment amounts are determined. Changes to amounts recorded as assets and liabilities may result in a corresponding adjustment to goodwill. We finalized the allocation of the purchase price for Marketwired and Nasdaq CXC in February 2017. There were no adjustments to the provisional values during the 12 month measurement period for Nasdaq CXC. For Marketwired, we recorded a measurement period adjustment of $5 million which is discussed below under "Acquisition of Marketwired." See “Intangible Assets” below for further discussion of intangible assets acquired through our 2016 acquisitions. Acquisition of ISE On June 30, 2016, we acquired ISE for $1,070 million . We acquired net assets, at fair value, totaling $83 million and recorded a net deferred tax liability of $185 million , comprised of a deferred tax liability of $266 million and a deferred tax asset of $81 million , related to differences in the U.S. GAAP and tax basis of our investment in ISE. ISE is part of our Market Services, Information Services and Market Technology segments. In May 2016, we issued the 2023 Notes and in June 2016, we issued the 2026 Notes to fund this acquisition. See “1.75% Senior Unsecured Notes,” and “3.85% Senior Unsecured Notes,” of Note 8, “Debt Obligations,” for further discussion. Acquisition of Boardvantage In May 2016, we acquired Boardvantage for $242 million ( $197 million in cash paid plus $45 million in working capital adjustments, which primarily includes cash acquired). We acquired net assets, at fair value, totaling $28 million and recorded a net deferred tax liability of $45 million , comprised of a deferred tax liability of $46 million and a deferred tax asset of $1 million , related to differences in the U.S. GAAP and tax basis of our investment in Boardvantage. This acquisition expanded our Corporate Solutions board and leadership business within our Corporate Services segment. Nasdaq borrowed $197 million under the revolving credit commitment of the 2014 Credit Facility to fund this acquisition. Acquisition of Marketwired In February 2016, we acquired Marketwired for $111 million ( $109 million in cash paid plus $2 million in working capital adjustments). We acquired net liabilities, at fair value, totaling $1 million and recorded a deferred tax liability of $10 million related to differences in the U.S. GAAP and tax basis of our investment in Marketwired. In the second quarter of 2016, we recorded a measurement period adjustment of $5 million to the estimated fair value of deferred tax liabilities to reflect a revised assessment following the receipt of new information. The adjustment resulted in a decrease to both deferred tax liabilities recorded and goodwill. The adjustment did not result in an impact to our Condensed Consolidated Statements of Income. Marketwired is part of our Corporate Solutions business within our Corporate Services segment. Nasdaq borrowed $109 million under the revolving credit commitment of the 2014 Credit Facility to fund this acquisition. Acquisition of Nasdaq CXC In February 2016, we acquired Nasdaq CXC for $116 million ( $115 million in cash paid plus $1 million in working capital adjustments). We acquired net assets, at fair value, totaling $6 million and recorded a deferred tax liability of $20 million related to differences in the U.S. GAAP and tax basis of our investment in Nasdaq CXC. Nasdaq CXC is part of our Market Services segment and our Data Products business within our Information Services segment. Nasdaq used cash on hand and borrowed $55 million under the revolving credit commitment of the 2014 Credit Facility to fund this acquisition. Intangible Assets The following table presents the details of acquired intangible assets in our 2016 acquisitions. All acquired intangible assets with finite lives are amortized using the straight-line method. 2016 ISE Boardvantage Marketwired Nasdaq CXC ($ in millions) Intangible Assets Exchange registrations $ 467 $ — $ — $ — Discount rate used 8.6 % — — — Estimated average remaining useful life Indefinite — — — Customer relationships $ 148 $ 103 $ 29 $ 76 Discount rate used 9.1 % 15.5 % 16.4 % 10.3 % Estimated average remaining useful life 13 years 14 years 6 years 17 years Trade name $ 8 $ 2 $ 2 $ — Discount rate used 8.6 % 15.0 % 15.8 % — Estimated average remaining useful life Indefinite 1 year 2 years — Technology $ — $ 6 $ — $ — Discount rate used — 15.5 % — — Estimated average remaining useful life — 5 years — — Total intangible assets $ 623 $ 111 $ 31 $ 76 Exchange Registrations As part of our acquisition of ISE we acquired exchange registrations. The exchange registrations represent licenses that provide ISE with the ability to operate its option exchanges. Nasdaq views these intangible assets as a perpetual license to operate the exchanges so long as ISE meets its regulatory requirements. Nasdaq selected a variation of the income approach called the Greenfield Approach to value the exchange registrations. The Greenfield Approach refers to a discounted cash flow analysis that assumes the buyer is building the exchange from a start-up business to a normalized level of operations as of the acquisition date. This discounted cash flow model considers the required resources and eventual returns from the build-out of operational exchanges and the acquisition of customers, once the exchange registrations are obtained. The advantage of this approach is that it reflects the actual expectations that will arise from an investment in the registrations and it directly values the registrations. The Greenfield Approach relies on assumptions regarding projected revenues, margins, capital expenditures, depreciation, and working capital during the two year pre-trade phase, the 10 year ramp-up period, as well as the terminal period. In developing a discount rate for the exchange registrations, we estimated a weighted average cost of capital for the overall business and we employed this rate when discounting the cash flows. The resulting discounted cash flows were then tax-effected at the applicable statutory rate. Customer Relationships As part of our acquisitions of ISE, Boardvantage, Marketwired, and Nasdaq CXC we acquired customer relationships. Customer relationships represent the non-contractual and contractual relationships with customers. Methodology For our acquisitions of ISE, Boardvantage, Marketwired and Nasdaq CXC, customer relationships were valued using the income approach, specifically an excess earnings method. The excess earnings method examines the economic returns contributed by the identified tangible and intangible assets of a company, and then isolates the excess return that is attributable to the intangible asset being valued. Discount rate The discount rates used reflect the amount of risk associated with the hypothetical cash flows for the customer relationships relative to the overall business. In developing a discount rate for the customer relationships, we estimated a weighted average cost of capital for the overall business and we employed this rate when discounting the cash flows. The resulting discounted cash flows were then tax-effected at the applicable statutory rate. For our acquisitions of Marketwired and Nasdaq CXC, a discounted tax amortization benefit was added to the fair value of the assets under the assumption that the customer relationships would be amortized for tax purposes over a period of 15 years . Estimated Useful Life We estimate the remaining useful life based on the historical behavior of the customers and a parallel analysis of the customers using the excess earnings method. Pro Forma Results and Acquisition-related Costs The condensed consolidated financial statements for the three months ended March 31, 2017 and 2016 include the financial results of the above 2016 acquisitions from the date of each acquisition. Pro forma financial results for the acquisitions completed in 2016 have not been presented since these acquisitions both individually and in the aggregate were not material to our financial results. Acquisition-related costs for the transactions described above were expensed as incurred and are included in merger and strategic initiatives expense in the Condensed Consolidated Statements of Income. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | Goodwill and Acquired Intangible Assets Goodwill The following table presents the changes in goodwill by business segment during the three months ended March 31, 2017 : Market Services Corporate Services Information Services Market Technology Total (in millions) Balance at December 31, 2016 $ 3,390 $ 674 $ 1,806 $ 157 $ 6,027 Foreign currency translation adjustment 22 3 13 5 43 Balance at March 31, 2017 $ 3,412 $ 677 $ 1,819 $ 162 $ 6,070 As of March 31, 2017 , the amount of goodwill that is expected to be deductible for tax purposes in future periods is $858 million . Goodwill represents the excess of purchase price over the value assigned to the net assets, including 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 three months ended March 31, 2017 and 2016 ; however, events such as extended economic weakness or unexpected significant declines in operating results of a reporting unit may result in goodwill impairment charges in the future. Acquired Intangible Assets The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived: March 31, 2017 December 31, 2016 Gross Amount Accumulated Amortization Net Amount Weighted-Average Useful Life (in Years) Gross Amount Accumulated Amortization Net Amount Weighted-Average Useful Life (in Years) (in millions) (in millions) Finite-Lived Intangible Assets Technology $ 38 $ (25 ) $ 13 5 $ 38 $ (24 ) $ 14 5 Customer relationships 1,394 (485 ) 909 18 1,394 (464 ) 930 18 Other 7 (6 ) 1 6 7 (6 ) 1 6 Foreign currency translation adjustment (153 ) 56 (97 ) (160 ) 58 (102 ) Total finite-lived intangible assets $ 1,286 $ (460 ) $ 826 $ 1,279 $ (436 ) $ 843 Indefinite-Lived Intangible Assets Exchange and clearing registrations $ 1,257 $ — $ 1,257 $ 1,257 $ — $ 1,257 Trade names 129 — 129 130 — 130 Licenses 52 — 52 52 — 52 Foreign currency translation adjustment (182 ) — (182 ) (188 ) — (188 ) Total indefinite-lived intangible assets $ 1,256 $ — $ 1,256 $ 1,251 $ — $ 1,251 Total intangible assets $ 2,542 $ (460 ) $ 2,082 $ 2,530 $ (436 ) $ 2,094 Amortization expense for acquired finite-lived intangible assets was $23 million for the three months ended March 31, 2017 and $17 million for the three months ended March 31, 2016 . The increase in amortization expense in 2017 compared with 2016 was primarily due to additional acquired intangible assets in the second quarter of 2016. The estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $97 million as of March 31, 2017 ) of acquired finite-lived intangible assets as of March 31, 2017 is as follows: (in millions) 2017 (1) $ 72 2018 90 2019 76 2020 75 2021 74 2022 and thereafter 536 Total $ 923 ____________ (1) Represents the estimated amortization to be recognized for the remaining nine months of 2017. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments The following table presents the details of our investments: March 31, December 31, (in millions) Trading securities $ 203 $ 228 Available-for-sale investment securities 17 17 Equity method investments 128 124 Cost method investments 145 144 Trading Securities Trading securities, which are included in financial investments, at fair value in the Condensed Consolidated Balance Sheets, are primarily comprised of highly rated European government debt securities, of which $154 million as of March 31, 2017 and $172 million as of December 31, 2016 , 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, are primarily comprised of short-term certificates of deposit. As of March 31, 2017 and December 31, 2016 , the cumulative unrealized gains and losses on these securities were immaterial. Equity Method Investments As of March 31, 2017 and December 31, 2016, our equity method investments primarily included equity interests in OCC and EuroCCP N.V. The carrying amounts of our equity method investments are included in other non-current assets in the Condensed Consolidated Balance Sheets. Net income recognized from our equity interest in the earnings and losses of these equity method investments was $4 million for the three months ended March 31, 2017 and $2 million for the three months ended March 31, 2016 . The increase in the three months ended March 31, 2017 compared with the same period in 2016 was primarily due to our 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% . Capital Contribution to OCC In March 2015, in connection with being designated systemically important by the Financial Stability Oversight Council, OCC implemented a capital plan under which the options exchanges that are OCC’s stockholders made new capital contributions to OCC, committed to make further capital contributions in the future under certain specified circumstances, and received certain commitments from OCC with respect to future dividend payments and related matters. Under the OCC capital plan, OCC’s existing exchange stockholders, including Nasdaq and ISE, each contributed a pro-rata share of $150 million in new equity capital. Nasdaq’s and ISE’s capital contributions were each $30 million . OCC’s exchange stockholders also committed to provide, as may become necessary from time to time, additional replenishment capital on a pro-rata basis if certain capital thresholds are triggered. For its part, OCC adopted specific policies with respect to fees, customer refunds and stockholder dividends, which envision an annual dividend payment to its stockholders equal to the portion of OCC’s after-tax income that exceeds OCC’s capital requirements after payment of refunds to OCC’s clearing members (with such customer refunds generally to constitute 50% of the portion of OCC’s pre-tax income that exceeds OCC’s capital requirements). After the SEC staff approved the OCC capital plan and the stockholders made their capital contributions, the plan’s further effectiveness was suspended under the applicable SEC rules because certain parties petitioned the full Commission to reconsider the capital plan’s approval. This stay was lifted by the SEC in September 2015, allowing OCC to implement the plan and in February 2016, the SEC issued an order approving the OCC capital plan as previously implemented and dismissed the petitions challenging that plan. The petitioners filed for a stay of the SEC’s order, which would have blocked OCC from paying a dividend under the OCC capital plan. The Court of Appeals denied the requested stay, permitting OCC to pay a dividend which Nasdaq received in February 2016. The petitioners also appealed the SEC’s order to the Federal Court of Appeals for the District of Columbia Circuit. The court heard arguments on the case in March 2017. The case remains pending until the court announces its decision. Cost Method Investments The carrying amount of our cost method investments is included in other non-current assets in the Condensed Consolidated Balance Sheets. As of March 31, 2017 and December 31, 2016 , our cost method investments primarily represented our 5% ownership interest in Borsa Istanbul, and our 5% ownership interest in LCH.Clearnet Group Limited. The Borsa Istanbul shares, which were issued to us in the first quarter of 2014, are part of the consideration 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 | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenue | Deferred Revenue Deferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the three months ended March 31, 2017 and 2016 are reflected in the following table: Initial Listing Revenues Listing of Additional Shares Revenues Annual Renewal and Other Revenues Market Technology Revenues Total (in millions) Balance at January 1, 2017 $ 54 $ 37 $ 57 $ 185 $ 333 Additions 4 5 306 46 361 Amortization (5 ) (9 ) (142 ) (55 ) (211 ) Translation adjustment — — — 3 3 Balance at March 31, 2017 $ 53 $ 33 $ 221 $ 179 $ 486 Balance at January 1, 2016 $ 59 $ 53 $ 28 $ 187 $ 327 Additions 1 2 314 67 384 Amortization (4 ) (7 ) (143 ) (64 ) (218 ) Translation adjustment — — 1 (2 ) (1 ) Balance at March 31, 2016 $ 56 $ 48 $ 200 $ 188 $ 492 The additions and amortization for initial listing revenues, listing of additional shares revenues and annual renewal and other revenues primarily reflect revenues from our Listing Services business within our Corporate Services segment. For our market technology contracts, total revenues, as well as costs incurred, are deferred until significant customizations 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 March 31, 2017 , we estimate that our deferred revenue, which is primarily corporate services and market technology revenues, will be recognized in the following years: Initial Listing Revenues Listing of Additional Shares Revenues Annual Renewal and Other Revenues Market Technology Revenues Total (in millions) Fiscal year ended: 2017 (1) $ 12 $ 15 $ 216 $ 58 $ 301 2018 14 11 4 38 67 2019 12 5 1 32 50 2020 8 2 — 30 40 2021 5 — — 13 18 2022 and thereafter 2 — — 8 10 $ 53 $ 33 $ 221 $ 179 $ 486 ____________ (1) Represents deferred revenue that is anticipated to be recognized over the remaining nine months of 2017. The timing of recognition of our deferred market technology 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 | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations The following table presents the changes in the carrying amount of our debt obligations during the three months ended March 31, 2017 : December 31, 2016 Additions Payments, Accretion and Other March 31, 2017 (in millions) 5.55% senior unsecured notes due January 15, 2020 $ 598 $ — $ — $ 598 5.25% senior unsecured notes due January 16, 2018 369 — — 369 3.875% senior unsecured notes due June 7, 2021 625 — 8 633 4.25% senior unsecured notes due June 1, 2024 495 — 1 496 1.75% senior unsecured notes due May 19, 2023 622 — 9 631 3.85% senior unsecured notes due June 30, 2026 495 — — 495 $400 million senior unsecured term loan facility due November 25, 2019 (average interest rate of 2.28 % for the period January 1, 2017 through March 31, 2017) 399 — — 399 $750 million revolving credit commitment due November 25, 2019 (average interest rate of 0.00% for the period January 1, 2017 through March 31, 2017) — — — — Total debt obligations 3,603 — 18 3,621 Less current portion — — — (379 ) Total long-term debt obligations $ 3,603 $ — $ 18 $ 3,242 Senior Unsecured Notes Our senior unsecured notes were all issued at a discount. As a result of the discount, the proceeds received from each issuance were less than the aggregate principal amount. As of March 31, 2017, 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 notes. 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. With the exception of the 2020 Notes, upon a change of control triggering event (as defined in the various note indentures), 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. 5.55% Senior Unsecured Notes In January 2010, Nasdaq issued 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 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% . The 2018 Notes mature in January 2018 and are reflected in the current portion of debt obligations in the Condensed Consolidated Balance Sheets as of March 31, 2017. In April 2017, Nasdaq announced it will redeem all of its 2018 Notes on May 26, 2017, using a combination of cash on hand and proceeds from the sale of commercial paper issued through Nasdaq's newly created commercial paper program. See “Debt Restructuring,” of Note 17, “Subsequent Events,” to the condensed consolidated financial statements for further discussion. 3.875% Senior Unsecured Notes In June 2013, Nasdaq issued 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% . The 2021 Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. The increase in the carrying amount of $8 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 March 31, 2017 . 4.25% Senior Unsecured Notes In May 2014, Nasdaq issued 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% . 1.75% Senior Unsecured Notes In May 2016, Nasdaq issued the 2023 Notes. We used the net proceeds from the 2023 Notes and the 2026 Notes to fund our acquisition of ISE. See “Acquisition of ISE,” 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% . 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 $9 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 March 31, 2017 . 3.85% Senior Unsecured Notes In June 2016, Nasdaq issued the 2026 Notes. We used the net proceeds from the 2023 Notes and the 2026 Notes to fund our acquisition of ISE. See “Acquisition of ISE,” of Note 4, “Acquisitions,” for further discussion of the ISE acquisition. The 2026 Notes pay interest semiannually at a rate of 3.85% per annum until June 30, 2026 and such rate may vary with Nasdaq’s debt rating up to a rate not to exceed 5.85% . Credit Facilities As of March 31, 2017 , 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 credit facilities at any time in whole or in part, without penalty. We are also required to repay loans outstanding under our credit facilities 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. Our credit facilities contain 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, dispose of assets and pay dividends. Our credit facilities allow us to pay cash dividends on our common stock. The facilities also contain 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. 2016 Credit Facility In March 2016, Nasdaq entered into 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 below. Loans under the 2016 Credit Facility pay interest monthly at a variable interest rate based on either the LIBOR or the base rate (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. Therefore, $10 million is reflected in current portion of debt obligations in the Condensed Consolidated Balance Sheets as of March 31, 2017. 2014 Credit Facility In November 2014, Nasdaq entered into 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). There were no outstanding borrowings under the revolving credit commitment of the 2014 Credit Facility as of March 31, 2017. 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. In April 2017, Nasdaq entered into an agreement for a $1 billion five -year revolving credit facility, which replaces our existing 2014 Credit Facility. Nasdaq intends to use funds available under the new revolving credit facility for general corporate purposes and to provide liquidity support for the repayment of commercial paper issued through a newly created commercial paper program. As a result, our 2014 Credit Facility has been terminated. See “Debt Restructuring,” of Note 17, “Subsequent Events,” for further discussion. Other Credit Facilities We also have credit facilities related to our Nasdaq Clearing operations in order to provide further liquidity. Credit facilities, which are available in multiple currencies, totaled $172 million at March 31, 2017 and $170 million at December 31, 2016 in available liquidity, none of which was utilized. Debt Covenants At March 31, 2017 , we were in compliance with the covenants of all of our debt obligations. |
Retirement Plans
Retirement Plans | 3 Months Ended |
Mar. 31, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement Plans | Retirement Plans Defined Contribution Savings Plan We sponsor a 401(k) Plan for U.S. employees. Employees are immediately eligible to make contributions to the plan and are also eligible for an employer contribution match at an amount equal to 100.0% of the first 6.0% of eligible employee contributions. Savings plan expense included in compensation and benefits expense in the Condensed Consolidated Statements of Income was $4 million for the three months ended March 31, 2017 and $3 million for the three months ended March 31, 2016 . Pension and Supplemental Executive Retirement Plans We maintain non-contributory, defined-benefit pension plans, non-qualified SERPs for certain senior executives and other 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. 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. The total expense for these plans is included in compensation and benefits expense in the Condensed Consolidated Statements of Income and was $4 million for both the three months ended March 31, 2017 and 2016 . |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | 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 granted under this program include stock options, restricted stock (consisting of restricted stock units), and PSUs. For accounting purposes, we consider PSUs to be a form of restricted stock. 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 months ended March 31, 2017 and 2016 in the Condensed Consolidated Statements of Income: Three Months Ended March 31, 2017 2016 (in millions) Share-based compensation expense before income taxes $ 15 $ 16 Income tax benefit (6 ) (7 ) Share-based compensation expense after income taxes $ 9 $ 9 Common Shares Available Under Our Equity Plan As of March 31, 2017 , we had approximately 5.6 million shares of common stock authorized for future issuance under our Equity Plan. Restricted Stock We grant restricted stock to most active employees. 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. Restricted stock awards granted generally vest 25.0% on the second anniversary of the grant date, 25.0% on the third anniversary of the grant date, and 50.0% on the fourth anniversary of the grant date. We generally recognize compensation expense for restricted stock awards on a straight-line basis over the requisite service period of the award, taking into account an estimated forfeiture rate. Summary of Restricted Stock Activity The following table summarizes our restricted stock activity for the three months ended March 31, 2017 : Restricted Stock Number of Awards Weighted-Average Grant Date Fair Value Unvested balances at January 1, 2017 2,560,578 $ 45.92 Granted 559,698 65.92 Vested (343,633 ) 42.83 Forfeited (79,164 ) 46.48 Unvested balances at March 31, 2017 2,697,479 $ 50.45 At March 31, 2017 , $69 million of total unrecognized compensation cost related to restricted stock is expected to be recognized over a weighted-average period of 1.9 years . PSUs The grant date fair value of PSUs 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. 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 have two performance-based long-term PSU programs for certain officers, a one -year performance-based program and a three -year cumulative performance-based program that focuses on TSR. One -Year PSU Program Under the one -year performance-based program, an employee may receive from 0.0% to 150.0% of the target amount granted, depending on the achievement of performance measures. These awards vest ratably on an annual basis over a three -year period commencing with the end of the performance period. Compensation cost is recognized over the performance period and the three -year vesting period, taking into account an estimated forfeiture rate. During 2016, certain grants of PSUs with a one -year performance period exceeded the applicable performance parameters. As a result, an additional 56,533 units above target were considered granted in the first quarter of 2017. Three -Year PSU Program Under the three -year performance-based program, each individual receives PSUs with a three -year cumulative performance period that vest at the end of the performance period. Compensation cost is recognized over the three -year vesting period. Performance will be determined by comparing Nasdaq’s TSR to two peer groups, each weighted 50.0% . The first peer group consists of exchange companies, and the second peer group consists of all companies in the S&P 500. 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 0.0% and 200.0% 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 100.0% of the number of PSUs granted. We estimate the fair value of PSU’s granted under the three -year PSU program using the Monte Carlo simulation model, as these awards contain a market condition. Certain grants of PSUs that were issued in 2014 with a three -year performance period exceeded the applicable performance parameters. As a result, an additional 538,892 units above target were considered granted in the first quarter of 2017. The following weighted-average assumptions were used to determine the weighted-average fair values of the PSU awards granted under the three -year PSU program for the three months ended March 31, 2017 and 2016: Three Months Ended March 31, 2017 2016 Weighted-average risk free interest rate (1) 1.44 % 0.84 % Expected volatility (2) 19.2 % 21.0 % Weighted-average grant date share price $69.45 $66.38 Weighted-average fair value at grant date $81.57 $93.30 ____________ (1) The risk-free interest rate for periods within the expected life of the award is based on the U.S. Treasury yield curve in effect at the time of grant. (2) We use historic volatility for PSU awards issued under the three -year PSU program, as implied volatility data could not be obtained for all the companies in the peer groups used for relative performance measurement within the 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 grant. Summary of PSU Activity The following table summarizes our PSU activity for the three months ended March 31, 2017 : PSUs One-Year Program Three-Year Program Number of Awards Weighted-Average Grant Date Fair Value Number of Awards Weighted-Average Grant Date Fair Value Unvested balances at January 1, 2017 378,766 $ 52.55 1,314,668 $ 63.18 Granted 193,710 65.50 801,448 55.49 Vested (10,729 ) 53.72 (1,079,925 ) 42.83 Forfeited (25,782 ) 53.89 (24,178 ) 88.98 Unvested balances at March 31, 2017 535,965 $ 57.14 1,012,013 $ 78.19 At March 31, 2017 , $16 million of total unrecognized compensation cost related to the one -year PSU program is expected to be recognized over a weighted-average period of 1.6 years . For the three -year PSU program, $38 million of total unrecognized compensation cost is expected to be recognized over a weighted-average period of 1.6 years . Stock Options The fair value of stock options are estimated using the Black-Scholes option-pricing model. Each grant has a 10 -year life. In 2017, our CEO received 268,817 performance-based non-qualified stock options which will vest annually over a three -year period, starting at the date of the grant with each vesting contingent upon the achievement of performance parameters. There were no stock option awards granted for the three months ended March 31, 2016 . Summary of Stock Option Activity A summary of stock option activity for the three months ended March 31, 2017 is as follows: Number of Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Aggregate Intrinsic Outstanding at January 1, 2017 1,406,371 $ 22.32 2.65 $ 63 Granted 268,817 66.68 Exercised (40,416 ) 20.98 Outstanding at March 31, 2017 1,634,772 $ 29.64 3.62 $ 65 Exercisable at March 31, 2017 1,365,955 $ 22.35 2.44 $ 64 We received net cash proceeds of $1 million from the exercise of 40,416 stock options for the three months ended March 31, 2017 and received net cash proceeds of $2 million from the exercise of 86,811 stock options for the three months ended March 31, 2016 . 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 March 31, 2017 of $69.45 and the exercise price, times the number of shares) based on stock options with an exercise price less than Nasdaq’s closing price of $69.45 as of March 31, 2017, 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 March 31, 2017 was 1.4 million . As of March 31, 2016 , 2.5 million outstanding stock options were exercisable and the weighted-average exercise price was $27.87 . The total pre-tax intrinsic value of stock options exercised was $2 million for the three months ended March 31, 2017 and $3 million for the three months ended March 31 2016 . ESPP We have an ESPP under which approximately 2.3 million shares of our common stock have been reserved for future issuance as of March 31, 2017. Under our ESPP, employees may purchase shares having a value not exceeding 10.0% of their annual compensation, subject to applicable annual Internal Revenue Service limitations. We record compensation expense related to the 15.0% discount that is given to our employees which totaled $1 million for both the three months ended March 31, 2017 and 2016. |
Nasdaq Stockholders_ Equity
Nasdaq Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Nasdaq Stockholders' Equity | Nasdaq Stockholders’ Equity Common Stock At March 31, 2017 , 300,000,000 shares of our common stock were authorized, 169,760,142 shares were issued and 165,168,584 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. Shares repurchased under our share repurchase program are currently retired and cancelled. When treasury shares are reissued, they are recorded at the average cost of the treasury shares acquired. We held 4,591,558 shares of common stock in treasury as of March 31, 2017 and 3,921,718 shares as of December 31, 2016, most of which are related to shares of our common stock repurchased for the settlement of employee tax withholding obligations arising from the vesting of restricted stock. 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. The following table summarizes our share repurchase activity: Three Months Ended March 31, 2017 2016 Number of shares of common stock repurchased 2,215,755 490,032 Average price paid per share $ 70.64 $ 59.37 Total purchase price (in millions) $ 156 $ 29 As discussed above in “Common Stock in Treasury, at Cost,” shares repurchased under our share repurchase program are currently retired and cancelled. As of March 31, 2017 , the remaining amount authorized for share repurchases under the program was $273 million . Other Repurchases of Common Stock For the quarter ended March 31, 2017 , we repurchased 668,038 shares of our common stock in settlement of employee tax withholding obligations arising from 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 March 31, 2017 and December 31, 2016, no shares of preferred stock were issued or outstanding. * * * * * * Cash Dividends on Common Stock During the three months ended March 31, 2017 , our board of directors declared the following cash dividends: Declaration Date Dividend Per Common Share Record Date Total Amount Paid Payment Date (in millions) January 30, 2017 $ 0.32 March 17, 2017 $ 53 March 31, 2017 The total amount paid of $53 million was recorded in retained earnings in the Condensed Consolidated Balance Sheets at March 31, 2017 . In April 2017, the board of directors declared a regular quarterly cash dividend of $0.38 per share on our outstanding common stock which reflects a 19.0% increase from our prior quarterly cash dividend of $0.32 . The dividend is payable on June 30, 2017 to shareholders of record at the close of business on June 16, 2017. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the board of directors. In April 2017, our board of directors adopted a dividend policy with the intention to provide shareholders with regular and growing dividends over the long term as earnings and cash flow grow. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended March 31, 2017 2016 (in millions, except share and per share amounts) Numerator: Net income attributable to common shareholders $ 169 $ 132 Denominator: Weighted-average common shares outstanding for basic earnings per share 166,473,073 164,281,692 Weighted-average effect of dilutive securities: Employee equity awards 3,773,874 4,086,752 Weighted-average common shares outstanding for diluted earnings per share 170,246,947 168,368,444 Basic and diluted earnings per share: Basic earnings per share $ 1.02 $ 0.80 Diluted earnings per share $ 0.99 $ 0.78 Stock options to purchase 1,634,772 shares of common stock and 4,245,457 shares of restricted stock and PSUs were outstanding at March 31, 2017 . For the three months ended March 31, 2017 , we included 1,365,955 of the outstanding stock options and 3,293,769 shares of restricted stock and PSUs in the computation of diluted earnings per share, on a weighted-average basis, as their inclusion was dilutive. The remaining stock options, shares of restricted stock and PSUs are antidilutive, and as such, they were properly excluded. Stock options to purchase 2,539,676 shares of common stock and 5,594,549 shares of restricted stock and PSUs were outstanding at March 31, 2016 . For the three months ended March 31, 2016 , we included all of the outstanding stock options and 4,533,893 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. See “Recently Adopted Accounting Pronouncements,” of Note 2, “Basis of Presentation and Principles of Consolidation,” for the impact of the adoption of ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting" on diluted earnings per share. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The following table presents our financial assets that are measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016 . We did not have any financial liabilities measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016 . March 31, 2017 Total Level 1 Level 2 Level 3 (in millions) Financial investments, at fair value $ 220 $ 203 $ 17 $ — Default fund and margin deposit investments 2,186 1,610 576 — Total $ 2,406 $ 1,813 $ 593 $ — December 31, 2016 Total Level 1 Level 2 Level 3 (in millions) Financial investments, at fair value $ 245 $ 228 $ 17 $ — Default fund and margin deposit investments 1,900 1,763 137 — Total $ 2,145 $ 1,991 $ 154 $ — Our Level 1 financial investments, at fair value were primarily comprised of trading securities, mainly highly rated European government debt securities. Of these securities, $154 million as of March 31, 2017 and $172 million as of December 31, 2016 are assets utilized to meet regulatory capital requirements, primarily for our clearing operations at Nasdaq Clearing. Level 2 financial investments, at fair value were primarily comprised of available-for-sale investment securities in short-term certificates of deposit as of March 31, 2017 and were primarily comprised of available-for-sale investment securities in short-term commercial paper as of December 31, 2016. Our default fund and margin deposit investments include cash contributions invested by Nasdaq Clearing, in accordance with its investment policy. Of the total balance of $3,633 million recorded in the Condensed Consolidated Balance Sheets as of March 31, 2017 , $576 million of cash contributions have been invested in reverse repurchase agreements and $1,610 million of cash contributions have been invested in highly rated European, and to a lesser extent, U.S. government debt securities or central bank certificates. The remainder of this balance is held in cash. Of the total balance of $3,301 million recorded in the Condensed Consolidated Balance Sheets as of December 31, 2016 , $137 million of cash contributions have been invested in reverse repurchase agreements and $1,763 million of cash contributions have been invested in highly rated European, and to a lesser extent, U.S. government debt securities and central bank certificates. 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 March 31, 2017 and December 31, 2016 . 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 and EuroCCP N.V. are accounted for under the equity method of accounting and our investments in Borsa Istanbul and LCH.Clearnet Group Limited 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 $3.8 billion at March 31, 2017 and December 31, 2016 . 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 | 3 Months Ended |
Mar. 31, 2017 | |
Due to and from Broker-Dealers and Clearing Organizations [Abstract] | |
Clearing Operations | Clearing Operations Nasdaq Clearing Nasdaq Clearing is authorized and supervised under EMIR as a multi-asset clearinghouse by the SFSA and is authorized to conduct clearing operations in Norway by the Norwegian Ministry of Finance. The clearinghouse acts as the CCP for exchange and OTC trades 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. Through 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 March 31, 2017 , clearing member default fund contributions and margin deposits were as follows: March 31, 2017 Cash Contributions Non-Cash Contributions Total Contributions (in millions) Default fund contributions $ 334 $ 99 $ 433 Margin deposits 3,299 3,646 6,945 Total $ 3,633 $ 3,745 $ 7,378 In accordance with its investment policy, of the total cash contributions of $3,633 million , Nasdaq Clearing has invested cash contributions of $576 million in reverse repurchase agreements and $1,610 million in highly rated European, and to a lesser extent, U.S. government debt securities or central bank certificates. The remainder of this balance is held in cash. Of the total default fund contributions of $433 million , Nasdaq Clearing can utilize $370 million as capital resources in the event of a counterparty default. The remaining balance of $63 million pertains to member posted surplus balances. Default Fund Contributions Contributions made to the default funds are proportional to the exposures of each clearing member. When a clearing member is active in more than one market, contributions must be made to all markets’ default funds in which the member is active. Clearing members’ eligible contributions may include cash and non-cash contributions. Cash contributions received are held in cash or invested by Nasdaq Clearing, in accordance with its investment policy, either in highly rated government debt securities, time deposits, central bank certificates 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 liability waterfall, Nasdaq Clearing is also required to contribute capital to the liability waterfall and overall regulatory capital as specified under its clearinghouse rules. As of March 31, 2017 , Nasdaq Clearing committed capital totaling $115 million to the liability waterfall 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. Similar to default fund 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 March 31, 2017 . The market value of derivative contracts outstanding prior to netting was as follows: March 31, 2017 (in millions) Commodity and seafood options, futures and forwards (1)(2)(3) $ 550 Fixed-income options and futures (1)(2) 743 Stock options and futures (1)(2) 132 Index options and futures (1)(2) 101 Total $ 1,526 ____________ (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 three months ended March 31, 2017 and 2016 was as follows: March 31, 2017 March 31, 2016 Commodity and seafood options, futures and forwards (1) 726,739 907,921 Fixed-income options and futures 5,158,237 4,368,986 Stock options and futures 7,383,538 8,303,721 Index options and futures 11,315,176 14,685,731 Total 24,583,690 28,266,359 ____________ (1) The total volume in cleared power related to commodity contracts was 379 Terawatt hours (TWh) for the three months ended March 31, 2017 and 420 TWh for the three months ended March 31, 2016 . The outstanding contract value of resale and repurchase agreements was $6.3 billion as of March 31, 2017 and $6.4 billion at March 31, 2016 . The total number of contracts cleared was 1,979,972 for the three months ended March 31, 2017 and was 1,820,753 for the three months ended March 31, 2016 . 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 $18 million at March 31, 2017 ; • 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 the clearing members on a pro-rata basis; • senior capital contributed to each specific market by Nasdaq Clearing, calculated in accordance with clearinghouse rules, which totaled $28 million at March 31, 2017 ; and • mutualized default fund, which includes capital contributions of the clearing members 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 | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Guarantees | 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 $12 million at March 31, 2017 and $13 million at December 31, 2016 . As discussed in “Other Credit Facilities,” of Note 8, “Debt Obligations,” credit facilities, which are available in multiple currencies, totaled $172 million at March 31, 2017 and $170 million at December 31, 2016 , in available liquidity, none of which was utilized. Execution Access is an introducing broker which operates the trading platform for our Fixed Income business to trade in U.S. Treasury securities. Execution Access has a clearing arrangement with Cantor Fitzgerald. As of March 31, 2017 , 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 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 March 31, 2017 and December 31, 2016 . These guarantees are primarily related to obligations for our rental and leasing contracts as well as performance guarantees on certain market technology contracts related to the delivery of software technology and support services. We have received financial guarantees from various financial institutions to support the above guarantees. Through our clearing operations in the financial markets, Nasdaq Clearing is the legal counterparty for, and guarantees the performance of, its clearing members. See Note 14, “Clearing Operations,” for further discussion of Nasdaq Clearing performance guarantees. We have provided a guarantee related to lease obligations for The Nasdaq Entrepreneurial Center, Inc. which 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 purchase price consideration of a prior acquisition, 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 acquisitions, we entered into escrow agreements to secure the payment of post-closing adjustments and to ensure other closing conditions. At March 31, 2017 , these escrow agreements provide for future payment of $31 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, 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 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. The SEC filed its brief on November 28, 2016. The exchanges and plaintiffs filed supplemental briefs responding to the SEC’s brief on December 12, 2016. 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. 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 | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments We manage, operate and provide our products and services in four business segments: Market Services, Corporate Services, Information Services and Market Technology. 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. The following table presents certain information regarding our operating segments for the three months ended March 31, 2017 and 2016 : Market Services Corporate Services Information Services Market Technology Corporate Items Consolidated (in millions) Three Months Ended March 31, 2017 Total revenues $ 606 $ 160 $ 138 $ 67 $ — $ 971 Transaction-based expenses (388 ) — — — — (388 ) Revenues less transaction-based expenses 218 160 138 67 — 583 Operating income (loss) $ 119 $ 43 $ 102 $ 13 $ (29 ) $ 248 Three Months Ended March 31, 2016 Total revenues $ 572 $ 143 $ 133 $ 57 $ — $ 905 Transaction-based expenses (371 ) — — — — (371 ) Revenues less transaction-based expenses 201 143 133 57 — 534 Operating income (loss) $ 113 $ 34 $ 97 $ 10 $ (35 ) $ 219 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 ongoing operating performance. 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 as of March 31, 2016 are primarily related to (i) severance and other termination benefits, (ii) asset impairment charges, and (iii) other 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 generally 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. * * * * * * A summary of our corporate items are as follows: Three Months Ended March 31, 2017 2016 (in millions) Amortization expense of acquired intangible assets $ 23 $ 17 Restructuring charges — 9 Merger and strategic initiatives expense 6 9 Total $ 29 $ 35 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.” |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Increase in Quarterly Dividend In April 2017, Nasdaq announced a 19.0% increase in our quarterly dividend to $0.38 . Debt Restructuring In April 2017, Nasdaq announced it will redeem all of its 2018 Notes on May 26, 2017, using a combination of cash on hand and proceeds from the sale of commercial paper issued through Nasdaq's newly created commercial paper program. Additionally, Nasdaq entered into an agreement for a $1 billion five -year revolving credit facility, which replaces our existing 2014 Credit Facility. Nasdaq intends to use funds available under the new revolving credit facility for general corporate purposes and to provide liquidity support for the repayment of commercial paper issued through the commercial paper program. As a result, our 2014 Credit Facility has been terminated. |
Basis of Presentation and Pri24
Basis of Presentation and Principles of Consolidation (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting | The condensed consolidated financial statements are prepared in accordance with U.S. GAAP and 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. 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, 2016. |
Consolidation Policy | Certain prior year amounts have been reclassified to conform to the current year 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. |
Subsequent Events | 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. 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, we anticipate that the amount of unrecognized tax benefits at March 31, 2017 will significantly decrease in the next twelve months as we expect to settle certain tax audits. 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 have appealed to the Swedish Lower Administrative Court and continue to expect a favorable decision. Since January 1, 2013, we have recorded tax benefits of $51 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 $40 million , or $0.24 per diluted share, which is gross of any related U.S. tax benefits and reflects the impact of foreign currency translation. We expect to record recurring quarterly tax benefits of $1 million to $2 million with respect to this matter for the foreseeable future. Although no new U.S. tax legislation has been enacted, we are currently assessing the impact various tax reform proposals will have on our condensed consolidated financial statements. |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements Accounting Standard Description Effective Date Effect on the Financial Statements or Other Significant Matters 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 guidance requires 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 was previously recorded. This guidance impacts the calculation of our total diluted share count for the earnings per share calculation, as calculated under the treasury stock method. It also allows an employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. All tax-related cash flows resulting from share-based payments are reported as operating activities on the statement of cash flows. In regards to forfeitures, a policy election is required to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. We adopted this new standard on January 1, 2017 on a prospective basis for the impacts on the accounting for income taxes and the effect on earnings per share. We have adopted the changes in cash flow statement classification retrospectively. See discussion below. Compensation - Stock Compensation Accounting for Income Taxes Under the previous guidance, excess tax benefits and certain tax deficiencies from share-based compensation arrangements were recorded to additional paid-in-capital within stockholders' equity when the awards were vested or settled. The new guidance requires that all excess tax benefits and all tax deficiencies be recognized as income tax expense or benefit in the consolidated statements of income with a prospective adoption. The adoption resulted in the recognition of excess tax benefit in our provision for income taxes rather than additional paid-in capital of $23 million during the first quarter of 2017. Effect on the Calculation of Earnings Per Share The new guidance also requires excess tax benefits to be prospectively excluded from assumed future proceeds when applying the treasury stock method to share-based payment awards to determine the dilutive effect on earnings per share. The change resulted in an increase in our diluted weighted-average number of common shares of 834,311 and added $0.13 to our first quarter 2017 diluted EPS. Classification of Excess Tax Benefits in the Statements of Cash Flows Under the new guidance, excess tax benefits from share-based compensation arrangements are classified as cash flows from operations, rather than as an inflow within financing activities and an outflow within operating activities. We have elected to apply this cash flow classification guidance retrospectively. The retrospective impact on the Consolidated Statements of Cash Flows for the three months ended March 31, 2016 was an increase to cash provided by operating activities of $2 million , and a decrease to cash provided by financing activities of $2 million . Accounting for Forfeitures Under the new guidance, we can elect to account for forfeitures of share-based payments by recognizing forfeitures of awards as they occur or by estimating the number of awards expected to be forfeited and adjusting the estimate when it is no longer probable that the employee will fulfill the service condition. We have elected to estimate the number of awards expected to be forfeited, which is consistent with our current accounting policy. For awards with performance conditions we will continue to assess the probability that a performance condition will be achieved at each reporting period to determine whether and when to recognize compensation cost as this is unchanged by the new guidance. Recently Issued Accounting Pronouncements Accounting Standard Description Effective Date Effect on the Financial Statements or Other Significant Matters Business Combination In January 2017, the FASB issued ASU 2017-01, “Clarifying the Definition of a Business.” This ASU clarifies the definition of a business with the objective of adding guidance to assist companies with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new guidance is expected to reduce the number of transactions that need to be further evaluated as businesses. Early adoption is permitted for certain types of transactions . January 1, 2018, with early adoption permitted. This new standard is required to be applied prospectively and therefore, may impact how we account for future acquisitions. Goodwill In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment.” This ASU simplifies how an entity is required to test goodwill for impairment and removes the second step of the goodwill impairment test, which required a hypothetical purchase price allocation if the fair value of a reporting unit is less than its carrying amount. Goodwill impairment will now be measured using the difference between the carrying amount and the fair value of the reporting unit and the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendments in this ASU should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. January 1, 2020, with early adoption as of January 1, 2017 permitted . We do not anticipate a material impact on our consolidated financial statements at the time of adoption of this new standard as the carrying amounts of our reporting units have been less than their corresponding fair values in recent years. Therefore, the second step of the goodwill impairment test was not required. However, changes in future projections, market conditions and other factors may cause a change in the excess of fair value of our reporting units over their corresponding carrying amounts. 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. 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. Accounting Standard Description Effective Date Effect on the Financial Statements or Other Significant Matters 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. As we do not have a significant investment in financial instruments impacted by this standard, 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. January 1, 2018, with early adoption permitted. See discussion below. Revenue From Contracts With Customers We are currently assessing the materiality of the expected impact that the adoption of Topic 606 will have on our consolidated financial statements. We reviewed customer contracts for all of our businesses and have determined that revenue and expense recognition for our Market Technology business and revenue recognition for our Listing Services business will be impacted. We do not anticipate material changes to revenue and expense recognition for our other businesses. The following are key items to note regarding the accounting for our Market Technology and Listing Services businesses under the Topic 606: • revenue recognition for existing and new contracts will be recognized in earlier stages under the new standard; • expense recognition for Market Technology contracts will be recognized in earlier stages under the new standard; • a portion of revenues and expenses that were previously deferred will be recognized either in prior period revenues, through restatement, or as an adjustment to retained earnings upon adoption of the new standard; and • the overall value of our contracts and the timing of cash flows from customers will not change. We have reviewed substantially all of the existing customer contracts in our Market Technology and Listings businesses and we are currently quantifying the impact of adopting the new standard under both the retrospective and modified approaches. As part of this analysis, we are calculating the cumulative adjustment to retained earnings under both approaches and expect to select a transition approach once we have completed this analysis. In addition, we are gathering the required information to be disclosed for all businesses. Market Technology. In our Market Technology business, we enter into contracts with customers to develop technology solutions, license the right to use software, and provide post-contract support and other services to our customers. Under current accounting policies, we do not recognize revenue or expense until we begin the final stage of the contract as we are not able to establish vendor specific objective evidence of fair value for individual elements of the contract. Under Topic 606, we will no longer defer recognition of revenue and expense until the final stage of the contract. For each of our contracts, we expect to identify multiple performance obligations, allocate the transaction price to these obligations and recognize revenue for each of these obligations as they are satisfied. Expenses will no longer be deferred, but will be recognized as incurred. Since revenue and expense will be recognized in earlier stages of the contract, the balance sheet accounts for deferred revenue and costs will decline upon adoption of Topic 606. Due to the complexity of certain contracts, the revenue recognition treatment under the new standard will be dependent on contract-specific terms and may vary in some instances. Listing Services. Amounts received for initial listing fees and additional listing fees are generally deferred and revenue is recognized over estimated service periods of six and four years, respectively. Under Topic 606, we will identify the performance obligation associated with these services and record revenue upon satisfaction of each performance obligation. We expect to recognize both initial listing fees and additional listing fees over shorter periods than the current estimated service periods. Since we expect to recognize revenues earlier under Topic 606, the balance sheet account for deferred revenue will decline upon adoption. During the remainder of 2017, we will quantify the impact of adoption and implement any required changes to our systems and processes to meet the new accounting, reporting and disclosure requirements and will update our internal controls accordingly. We will also review any new contracts entered into throughout the year. We do not believe there are any significant barriers to implementation of the new standard. |
Basis of Presentation and Pri25
Basis of Presentation and Principles of Consolidation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Income Tax Provision and Effective Tax Rates | The following table shows our income tax provision and effective tax rates: Three Months Ended March 31, Percentage Change 2017 2016 2017 vs. 2016 ($ in millions) Income tax provision $ 48 $ 63 (23.8 )% Effective tax rate 22.1 % 32.3 % (10.2 )% |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Charges | The following table presents a summary of restructuring plan charges in the Condensed Consolidated Statements of Income: Three Months Ended March 31, 2016 Severance $ 4 Asset impairments 3 Other 2 Total restructuring charges $ 9 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisition of Businesses | 2016 Acquisitions Purchase Consideration Total Net Assets (Liabilities) Acquired Total Net Deferred Tax Liability Acquired Goodwill (in millions) ISE $ 1,070 $ 83 $ (185 ) $ 623 $ 549 Boardvantage 242 28 (45 ) 111 148 Marketwired 111 (1 ) (5 ) 31 86 Nasdaq CXC 116 6 (20 ) 76 54 |
Acquired infinite lived intangible assets in acquisition | The following table presents the details of acquired intangible assets in our 2016 acquisitions. All acquired intangible assets with finite lives are amortized using the straight-line method. 2016 ISE Boardvantage Marketwired Nasdaq CXC ($ in millions) Intangible Assets Exchange registrations $ 467 $ — $ — $ — Discount rate used 8.6 % — — — Estimated average remaining useful life Indefinite — — — Customer relationships $ 148 $ 103 $ 29 $ 76 Discount rate used 9.1 % 15.5 % 16.4 % 10.3 % Estimated average remaining useful life 13 years 14 years 6 years 17 years Trade name $ 8 $ 2 $ 2 $ — Discount rate used 8.6 % 15.0 % 15.8 % — Estimated average remaining useful life Indefinite 1 year 2 years — Technology $ — $ 6 $ — $ — Discount rate used — 15.5 % — — Estimated average remaining useful life — 5 years — — Total intangible assets $ 623 $ 111 $ 31 $ 76 |
Acquired finite lived intangible assets in acquisition | The following table presents the details of acquired intangible assets in our 2016 acquisitions. All acquired intangible assets with finite lives are amortized using the straight-line method. 2016 ISE Boardvantage Marketwired Nasdaq CXC ($ in millions) Intangible Assets Exchange registrations $ 467 $ — $ — $ — Discount rate used 8.6 % — — — Estimated average remaining useful life Indefinite — — — Customer relationships $ 148 $ 103 $ 29 $ 76 Discount rate used 9.1 % 15.5 % 16.4 % 10.3 % Estimated average remaining useful life 13 years 14 years 6 years 17 years Trade name $ 8 $ 2 $ 2 $ — Discount rate used 8.6 % 15.0 % 15.8 % — Estimated average remaining useful life Indefinite 1 year 2 years — Technology $ — $ 6 $ — $ — Discount rate used — 15.5 % — — Estimated average remaining useful life — 5 years — — Total intangible assets $ 623 $ 111 $ 31 $ 76 |
Goodwill and Acquired Intangi28
Goodwill and Acquired Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table presents the changes in goodwill by business segment during the three months ended March 31, 2017 : Market Services Corporate Services Information Services Market Technology Total (in millions) Balance at December 31, 2016 $ 3,390 $ 674 $ 1,806 $ 157 $ 6,027 Foreign currency translation adjustment 22 3 13 5 43 Balance at March 31, 2017 $ 3,412 $ 677 $ 1,819 $ 162 $ 6,070 |
Schedule of Acquired Finite-Lived Intangible Assets | The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived: March 31, 2017 December 31, 2016 Gross Amount Accumulated Amortization Net Amount Weighted-Average Useful Life (in Years) Gross Amount Accumulated Amortization Net Amount Weighted-Average Useful Life (in Years) (in millions) (in millions) Finite-Lived Intangible Assets Technology $ 38 $ (25 ) $ 13 5 $ 38 $ (24 ) $ 14 5 Customer relationships 1,394 (485 ) 909 18 1,394 (464 ) 930 18 Other 7 (6 ) 1 6 7 (6 ) 1 6 Foreign currency translation adjustment (153 ) 56 (97 ) (160 ) 58 (102 ) Total finite-lived intangible assets $ 1,286 $ (460 ) $ 826 $ 1,279 $ (436 ) $ 843 Indefinite-Lived Intangible Assets Exchange and clearing registrations $ 1,257 $ — $ 1,257 $ 1,257 $ — $ 1,257 Trade names 129 — 129 130 — 130 Licenses 52 — 52 52 — 52 Foreign currency translation adjustment (182 ) — (182 ) (188 ) — (188 ) Total indefinite-lived intangible assets $ 1,256 $ — $ 1,256 $ 1,251 $ — $ 1,251 Total intangible assets $ 2,542 $ (460 ) $ 2,082 $ 2,530 $ (436 ) $ 2,094 |
Schedule of Acquired Indefinite-lived Intangible Assets | The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived: March 31, 2017 December 31, 2016 Gross Amount Accumulated Amortization Net Amount Weighted-Average Useful Life (in Years) Gross Amount Accumulated Amortization Net Amount Weighted-Average Useful Life (in Years) (in millions) (in millions) Finite-Lived Intangible Assets Technology $ 38 $ (25 ) $ 13 5 $ 38 $ (24 ) $ 14 5 Customer relationships 1,394 (485 ) 909 18 1,394 (464 ) 930 18 Other 7 (6 ) 1 6 7 (6 ) 1 6 Foreign currency translation adjustment (153 ) 56 (97 ) (160 ) 58 (102 ) Total finite-lived intangible assets $ 1,286 $ (460 ) $ 826 $ 1,279 $ (436 ) $ 843 Indefinite-Lived Intangible Assets Exchange and clearing registrations $ 1,257 $ — $ 1,257 $ 1,257 $ — $ 1,257 Trade names 129 — 129 130 — 130 Licenses 52 — 52 52 — 52 Foreign currency translation adjustment (182 ) — (182 ) (188 ) — (188 ) Total indefinite-lived intangible assets $ 1,256 $ — $ 1,256 $ 1,251 $ — $ 1,251 Total intangible assets $ 2,542 $ (460 ) $ 2,082 $ 2,530 $ (436 ) $ 2,094 |
Estimated Future Amortization Expense | The estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $97 million as of March 31, 2017 ) of acquired finite-lived intangible assets as of March 31, 2017 is as follows: (in millions) 2017 (1) $ 72 2018 90 2019 76 2020 75 2021 74 2022 and thereafter 536 Total $ 923 ____________ (1) Represents the estimated amortization to be recognized for the remaining nine months of 2017. |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investments | The following table presents the details of our investments: March 31, December 31, (in millions) Trading securities $ 203 $ 228 Available-for-sale investment securities 17 17 Equity method investments 128 124 Cost method investments 145 144 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Revenue Disclosure [Abstract] | |
Changes in Deferred Revenue | The changes in our deferred revenue during the three months ended March 31, 2017 and 2016 are reflected in the following table: Initial Listing Revenues Listing of Additional Shares Revenues Annual Renewal and Other Revenues Market Technology Revenues Total (in millions) Balance at January 1, 2017 $ 54 $ 37 $ 57 $ 185 $ 333 Additions 4 5 306 46 361 Amortization (5 ) (9 ) (142 ) (55 ) (211 ) Translation adjustment — — — 3 3 Balance at March 31, 2017 $ 53 $ 33 $ 221 $ 179 $ 486 Balance at January 1, 2016 $ 59 $ 53 $ 28 $ 187 $ 327 Additions 1 2 314 67 384 Amortization (4 ) (7 ) (143 ) (64 ) (218 ) Translation adjustment — — 1 (2 ) (1 ) Balance at March 31, 2016 $ 56 $ 48 $ 200 $ 188 $ 492 |
Estimated Deferred Revenue | At March 31, 2017 , we estimate that our deferred revenue, which is primarily corporate services and market technology revenues, will be recognized in the following years: Initial Listing Revenues Listing of Additional Shares Revenues Annual Renewal and Other Revenues Market Technology Revenues Total (in millions) Fiscal year ended: 2017 (1) $ 12 $ 15 $ 216 $ 58 $ 301 2018 14 11 4 38 67 2019 12 5 1 32 50 2020 8 2 — 30 40 2021 5 — — 13 18 2022 and thereafter 2 — — 8 10 $ 53 $ 33 $ 221 $ 179 $ 486 ____________ (1) Represents deferred revenue that is anticipated to be recognized over the remaining nine months of 2017. |
Debt Obligations (Tables)
Debt Obligations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Changes in Debt Obligations | The following table presents the changes in the carrying amount of our debt obligations during the three months ended March 31, 2017 : December 31, 2016 Additions Payments, Accretion and Other March 31, 2017 (in millions) 5.55% senior unsecured notes due January 15, 2020 $ 598 $ — $ — $ 598 5.25% senior unsecured notes due January 16, 2018 369 — — 369 3.875% senior unsecured notes due June 7, 2021 625 — 8 633 4.25% senior unsecured notes due June 1, 2024 495 — 1 496 1.75% senior unsecured notes due May 19, 2023 622 — 9 631 3.85% senior unsecured notes due June 30, 2026 495 — — 495 $400 million senior unsecured term loan facility due November 25, 2019 (average interest rate of 2.28 % for the period January 1, 2017 through March 31, 2017) 399 — — 399 $750 million revolving credit commitment due November 25, 2019 (average interest rate of 0.00% for the period January 1, 2017 through March 31, 2017) — — — — Total debt obligations 3,603 — 18 3,621 Less current portion — — — (379 ) Total long-term debt obligations $ 3,603 $ — $ 18 $ 3,242 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
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 months ended March 31, 2017 and 2016 in the Condensed Consolidated Statements of Income: Three Months Ended March 31, 2017 2016 (in millions) Share-based compensation expense before income taxes $ 15 $ 16 Income tax benefit (6 ) (7 ) Share-based compensation expense after income taxes $ 9 $ 9 |
Summary of Restricted Stock Activity | The following table summarizes our restricted stock activity for the three months ended March 31, 2017 : Restricted Stock Number of Awards Weighted-Average Grant Date Fair Value Unvested balances at January 1, 2017 2,560,578 $ 45.92 Granted 559,698 65.92 Vested (343,633 ) 42.83 Forfeited (79,164 ) 46.48 Unvested balances at March 31, 2017 2,697,479 $ 50.45 |
Schedule of Weighted-Average Assumptions Used to Determine the Weighted-Average Fair Values | The following weighted-average assumptions were used to determine the weighted-average fair values of the PSU awards granted under the three -year PSU program for the three months ended March 31, 2017 and 2016: Three Months Ended March 31, 2017 2016 Weighted-average risk free interest rate (1) 1.44 % 0.84 % Expected volatility (2) 19.2 % 21.0 % Weighted-average grant date share price $69.45 $66.38 Weighted-average fair value at grant date $81.57 $93.30 ____________ (1) The risk-free interest rate for periods within the expected life of the award is based on the U.S. Treasury yield curve in effect at the time of grant. (2) We use historic volatility for PSU awards issued under the three -year PSU program, as implied volatility data could not be obtained for all the companies in the peer groups used for relative performance measurement within the program. |
Summary of PSU Activity | The following table summarizes our PSU activity for the three months ended March 31, 2017 : PSUs One-Year Program Three-Year Program Number of Awards Weighted-Average Grant Date Fair Value Number of Awards Weighted-Average Grant Date Fair Value Unvested balances at January 1, 2017 378,766 $ 52.55 1,314,668 $ 63.18 Granted 193,710 65.50 801,448 55.49 Vested (10,729 ) 53.72 (1,079,925 ) 42.83 Forfeited (25,782 ) 53.89 (24,178 ) 88.98 Unvested balances at March 31, 2017 535,965 $ 57.14 1,012,013 $ 78.19 |
Summary of Stock Option Activity | A summary of stock option activity for the three months ended March 31, 2017 is as follows: Number of Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Aggregate Intrinsic Outstanding at January 1, 2017 1,406,371 $ 22.32 2.65 $ 63 Granted 268,817 66.68 Exercised (40,416 ) 20.98 Outstanding at March 31, 2017 1,634,772 $ 29.64 3.62 $ 65 Exercisable at March 31, 2017 1,365,955 $ 22.35 2.44 $ 64 |
Nasdaq Stockholders_ Equity (Ta
Nasdaq Stockholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Common Stock in Treasury, at Cost | The following table summarizes our share repurchase activity: Three Months Ended March 31, 2017 2016 Number of shares of common stock repurchased 2,215,755 490,032 Average price paid per share $ 70.64 $ 59.37 Total purchase price (in millions) $ 156 $ 29 |
Schedule of Dividends Declared | During the three months ended March 31, 2017 , our board of directors declared the following cash dividends: Declaration Date Dividend Per Common Share Record Date Total Amount Paid Payment Date (in millions) January 30, 2017 $ 0.32 March 17, 2017 $ 53 March 31, 2017 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended March 31, 2017 2016 (in millions, except share and per share amounts) Numerator: Net income attributable to common shareholders $ 169 $ 132 Denominator: Weighted-average common shares outstanding for basic earnings per share 166,473,073 164,281,692 Weighted-average effect of dilutive securities: Employee equity awards 3,773,874 4,086,752 Weighted-average common shares outstanding for diluted earnings per share 170,246,947 168,368,444 Basic and diluted earnings per share: Basic earnings per share $ 1.02 $ 0.80 Diluted earnings per share $ 0.99 $ 0.78 |
Fair Value of Financial Instr35
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents our financial assets that are measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016 . We did not have any financial liabilities measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016 . March 31, 2017 Total Level 1 Level 2 Level 3 (in millions) Financial investments, at fair value $ 220 $ 203 $ 17 $ — Default fund and margin deposit investments 2,186 1,610 576 — Total $ 2,406 $ 1,813 $ 593 $ — December 31, 2016 Total Level 1 Level 2 Level 3 (in millions) Financial investments, at fair value $ 245 $ 228 $ 17 $ — Default fund and margin deposit investments 1,900 1,763 137 — Total $ 2,145 $ 1,991 $ 154 $ — |
Clearing Operations (Tables)
Clearing Operations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Due to and from Broker-Dealers and Clearing Organizations [Abstract] | |
Schedule of Clearing Member Default Fund Contributions | As of March 31, 2017 , clearing member default fund contributions and margin deposits were as follows: March 31, 2017 Cash Contributions Non-Cash Contributions Total Contributions (in millions) Default fund contributions $ 334 $ 99 $ 433 Margin deposits 3,299 3,646 6,945 Total $ 3,633 $ 3,745 $ 7,378 |
Schedule of Derivative Contracts Outstanding | The market value of derivative contracts outstanding prior to netting was as follows: March 31, 2017 (in millions) Commodity and seafood options, futures and forwards (1)(2)(3) $ 550 Fixed-income options and futures (1)(2) 743 Stock options and futures (1)(2) 132 Index options and futures (1)(2) 101 Total $ 1,526 ____________ (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. |
Schedule of Derivative Contracts Cleared | The total number of derivative contracts cleared through Nasdaq Clearing for the three months ended March 31, 2017 and 2016 was as follows: March 31, 2017 March 31, 2016 Commodity and seafood options, futures and forwards (1) 726,739 907,921 Fixed-income options and futures 5,158,237 4,368,986 Stock options and futures 7,383,538 8,303,721 Index options and futures 11,315,176 14,685,731 Total 24,583,690 28,266,359 ____________ (1) The total volume in cleared power related to commodity contracts was 379 Terawatt hours (TWh) for the three months ended March 31, 2017 and 420 TWh for the three months ended March 31, 2016 . |
Business Segments (Tables)
Business Segments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Operating Segments | The following table presents certain information regarding our operating segments for the three months ended March 31, 2017 and 2016 : Market Services Corporate Services Information Services Market Technology Corporate Items Consolidated (in millions) Three Months Ended March 31, 2017 Total revenues $ 606 $ 160 $ 138 $ 67 $ — $ 971 Transaction-based expenses (388 ) — — — — (388 ) Revenues less transaction-based expenses 218 160 138 67 — 583 Operating income (loss) $ 119 $ 43 $ 102 $ 13 $ (29 ) $ 248 Three Months Ended March 31, 2016 Total revenues $ 572 $ 143 $ 133 $ 57 $ — $ 905 Transaction-based expenses (371 ) — — — — (371 ) Revenues less transaction-based expenses 201 143 133 57 — 534 Operating income (loss) $ 113 $ 34 $ 97 $ 10 $ (35 ) $ 219 |
Schedule of Corporate Items | A summary of our corporate items are as follows: Three Months Ended March 31, 2017 2016 (in millions) Amortization expense of acquired intangible assets $ 23 $ 17 Restructuring charges — 9 Merger and strategic initiatives expense 6 9 Total $ 29 $ 35 |
Organization and Nature of Op38
Organization and Nature of Operations (Details) $ in Billions | 3 Months Ended |
Mar. 31, 2017USD ($)marketplacesegmentcompanyexchangecountryexchange_traded_product | |
Organization And Basis Of Presentation [Line Items] | |
Number of operating segments | segment | 4 |
Market Services | |
Organization And Basis Of Presentation [Line Items] | |
Number of derivative exchanges listing commodities offerings | 2 |
Corporate Services | |
Organization And Basis Of Presentation [Line Items] | |
Total number of listing on The Nasdaq Stock Market | company | 2,890 |
ETPs and other listings listed on Nasdaq Stock Market | company | 332 |
Approximate combined market capitalization, U.S. | $ | $ 9,700 |
Total number of listed companies within Nordic and Baltic exchanges | company | 910 |
Approximate combined market capitalization within Nordic and Baltic exchanges | $ | $ 1,300 |
Information Services | |
Organization And Basis Of Presentation [Line Items] | |
Number of exchange traded products licensed to Nasdaq's Indexes | exchange_traded_product | 306 |
Assets management value | $ | $ 138 |
Market Technology | |
Organization And Basis Of Presentation [Line Items] | |
Number of exchanges | marketplace | 89 |
Number of countries services are provided | country | 50 |
United States | Market Services | Options Markets | |
Organization And Basis Of Presentation [Line Items] | |
Number of exchanges | 6 |
United States | Market Services | Cash Equities Trading Markets | |
Organization And Basis Of Presentation [Line Items] | |
Number of exchanges | 3 |
Canada | Market Services | |
Organization And Basis Of Presentation [Line Items] | |
Number of exchanges | 3 |
Basis of Presentation and Pri39
Basis of Presentation and Principles of Consolidation - Tax Matters (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | 51 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2017 | |
Income Tax Examination [Line Items] | ||||
Income tax provision | $ 48 | $ 63 | ||
Effective tax rate | 22.10% | 32.30% | ||
Income tax provision, percentage change | (23.80%) | (23.80%) | ||
Effective tax rate, percentage change | (10.20%) | (10.20%) | ||
SE | Foreign Tax Authority | ||||
Income Tax Examination [Line Items] | ||||
Cumulative tax benefits recorded | $ 51 | |||
Tax expense if courts disagree with our position | $ 40 | $ 40 | ||
Tax expense (benefits), per diluted share (in dollars per share) | $ 0.24 | $ 0.24 | ||
Increase in tax expense related to receivable under tax sharing agreement | $ 12 | |||
SE | Foreign Tax Authority | Minimum | ||||
Income Tax Examination [Line Items] | ||||
Recurring tax benefits | $ 1 | |||
SE | Foreign Tax Authority | Maximum | ||||
Income Tax Examination [Line Items] | ||||
Recurring tax benefits | $ 2 |
Basis of Presentation and Pri40
Basis of Presentation and Principles of Consolidation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Excess tax benefits recorded | $ 23 | |
Diluted shares outstanding (in shares) | 170,246,947 | 168,368,444 |
Increase to cash provided by operating activities | $ 244 | $ 255 |
Decrease to cash provided by financing activities | $ 192 | (28) |
Initial Listing Fees | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Listings estimated useful life | 6 years | |
Additional Listing Fees | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Listings estimated useful life | 4 years | |
Accounting Standards Update 2016-09, Excess Tax Benefit Component [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Diluted shares outstanding (in shares) | 834,311 | |
Impact on diluted EPS (in dollars per share) | $ 0.13 | |
Increase to cash provided by operating activities | 2 | |
Decrease to cash provided by financing activities | $ 2 |
Restructuring Charges (Narrativ
Restructuring Charges (Narrative) (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($)employee | Dec. 31, 2016USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 0 | $ 9 | |
Severance | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 4 | ||
Number of positions eliminated | employee | 13 | ||
Restructuring reserve | $ 14 | $ 17 | |
Asset impairments | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 3 | ||
Other | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 2 |
Restructuring Charges (Summary
Restructuring Charges (Summary of Restructuring Charges) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | $ 0 | $ 9 |
Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 4 | |
Asset impairments | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 3 | |
Other | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | $ 2 |
Acquisitions (Acquisition of Bu
Acquisitions (Acquisition of Businesses) (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | May 31, 2016 | Feb. 29, 2016 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 6,070 | $ 6,027 | |||
ISE | |||||
Business Acquisition [Line Items] | |||||
Purchase Consideration | $ 1,070 | ||||
Total Net Assets (Liabilities) Acquired | 83 | ||||
Total Net Deferred Tax Liability | (185) | ||||
Acquired Intangible Assets | 623 | 623 | |||
Goodwill | $ 549 | ||||
Boardvantage | |||||
Business Acquisition [Line Items] | |||||
Purchase Consideration | $ 242 | ||||
Total Net Assets (Liabilities) Acquired | 28 | ||||
Total Net Deferred Tax Liability | (45) | ||||
Acquired Intangible Assets | 111 | 111 | |||
Goodwill | $ 148 | ||||
Marketwired | |||||
Business Acquisition [Line Items] | |||||
Purchase Consideration | $ 111 | ||||
Total Net Assets (Liabilities) Acquired | (1) | ||||
Total Net Deferred Tax Liability | (5) | ||||
Acquired Intangible Assets | 31 | 31 | |||
Goodwill | 86 | ||||
Nasdaq CXC | |||||
Business Acquisition [Line Items] | |||||
Purchase Consideration | 116 | ||||
Total Net Assets (Liabilities) Acquired | 6 | ||||
Total Net Deferred Tax Liability | (20) | ||||
Acquired Intangible Assets | $ 76 | 76 | |||
Goodwill | $ 54 |
Acquisitions (2016 Acquisitions
Acquisitions (2016 Acquisitions) (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
May 31, 2016 | Feb. 29, 2016 | Jun. 30, 2016 | |
ISE | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 1,070 | ||
Net assets (liabilities) | 83 | ||
Net deferred tax liability | 185 | ||
Purchase price allocation deferred tax liabilities | 266 | ||
Purchase price allocation deferred tax assets | 81 | ||
Boardvantage | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 242 | ||
Net assets (liabilities) | 28 | ||
Net deferred tax liability | 45 | ||
Purchase price allocation deferred tax liabilities | 46 | ||
Purchase price allocation deferred tax assets | 1 | ||
Cash paid | 197 | ||
Working capital adjustments | 45 | ||
Credit facility, proceeds | $ 197 | ||
Marketwired | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 111 | ||
Net assets (liabilities) | (1) | ||
Net deferred tax liability | 5 | ||
Purchase price allocation deferred tax liabilities | 10 | ||
Cash paid | 109 | ||
Working capital adjustments | 2 | ||
Measurement period adjustment | $ 5 | ||
Nasdaq CXC | |||
Business Acquisition [Line Items] | |||
Purchase price | 116 | ||
Net assets (liabilities) | 6 | ||
Net deferred tax liability | 20 | ||
Cash paid | 115 | ||
Working capital adjustments | 1 | ||
Revolving Credit Facility | Marketwired | |||
Business Acquisition [Line Items] | |||
Credit facility, proceeds | 109 | ||
Revolving Credit Facility | Nasdaq CXC | |||
Business Acquisition [Line Items] | |||
Credit facility, proceeds | $ 55 |
Acquisitions (Intangible Assets
Acquisitions (Intangible Assets) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | May 31, 2016 | Feb. 29, 2016 | |
Customer relationships | |||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |||||
Amortization period of intangible assets for tax purposes | 15 years | ||||
ISE | |||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets | $ 623 | $ 623 | |||
ISE | Customer relationships | |||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets | $ 148 | ||||
Discount rate used | 9.10% | ||||
Estimated average remaining useful life | 13 years | ||||
ISE | Exchange registrations | |||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets | $ 467 | ||||
Discount rate used | 8.60% | ||||
ISE | Trade name | |||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets | $ 8 | ||||
Discount rate used | 8.60% | ||||
Boardvantage | |||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets | $ 111 | $ 111 | |||
Boardvantage | Customer relationships | |||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets | $ 103 | ||||
Discount rate used | 15.50% | ||||
Estimated average remaining useful life | 14 years | ||||
Boardvantage | Technology | |||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets | $ 6 | ||||
Discount rate used | 15.50% | ||||
Estimated average remaining useful life | 5 years | ||||
Boardvantage | Trade name | |||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets | $ 2 | ||||
Discount rate used | 15.00% | ||||
Estimated average remaining useful life | 1 year | ||||
Marketwired | |||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets | $ 31 | $ 31 | |||
Marketwired | Customer relationships | |||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets | $ 29 | ||||
Discount rate used | 16.40% | ||||
Estimated average remaining useful life | 6 years | ||||
Marketwired | Trade name | |||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets | $ 2 | ||||
Discount rate used | 15.80% | ||||
Estimated average remaining useful life | 2 years | ||||
Nasdaq CXC | |||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets | $ 76 | $ 76 | |||
Nasdaq CXC | Customer relationships | |||||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets | $ 76 | ||||
Discount rate used | 10.30% | ||||
Estimated average remaining useful life | 17 years |
Goodwill and Acquired Intangi46
Goodwill and Acquired Intangible Assets (Schedule of Changes in Goodwill) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Goodwill [Roll Forward] | |
Balance at beginning of period | $ 6,027 |
Foreign currency translation adjustment | 43 |
Balance at end of period | 6,070 |
Market Services | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 3,390 |
Foreign currency translation adjustment | 22 |
Balance at end of period | 3,412 |
Corporate Services | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 674 |
Foreign currency translation adjustment | 3 |
Balance at end of period | 677 |
Information Services | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 1,806 |
Foreign currency translation adjustment | 13 |
Balance at end of period | 1,819 |
Market Technology | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 157 |
Foreign currency translation adjustment | 5 |
Balance at end of period | $ 162 |
Goodwill and Acquired Intangi47
Goodwill and Acquired Intangible Assets (Finite-Lived and Indefinite-Lived Intangible Assets) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets | ||
Total Finite-Lived Intangible Assets, Gross Amount | $ 1,286 | $ 1,279 |
Accumulated Amortization | (460) | (436) |
Total | 826 | 843 |
Indefinite-Lived Intangible Assets | ||
Total Indefinite-Lived Intangible Assets, Net Amount | 1,256 | 1,251 |
Total Intangible Assets, Gross Amount | 2,542 | 2,530 |
Total Intangible Assets, Net Amount | 2,082 | 2,094 |
Exchange and clearing registrations | ||
Indefinite-Lived Intangible Assets | ||
Total Indefinite-Lived Intangible Assets, Net Amount | 1,257 | 1,257 |
Trade names | ||
Indefinite-Lived Intangible Assets | ||
Total Indefinite-Lived Intangible Assets, Net Amount | 129 | 130 |
Licenses | ||
Indefinite-Lived Intangible Assets | ||
Total Indefinite-Lived Intangible Assets, Net Amount | 52 | 52 |
Foreign currency translation adjustment | ||
Indefinite-Lived Intangible Assets | ||
Total Indefinite-Lived Intangible Assets, Net Amount | (182) | (188) |
Technology | ||
Finite-Lived Intangible Assets | ||
Total Finite-Lived Intangible Assets, Gross Amount | 38 | 38 |
Accumulated Amortization | (25) | (24) |
Total | $ 13 | $ 14 |
Weighted-Average Useful Life (in Years) | 5 years | 5 years |
Customer relationships | ||
Finite-Lived Intangible Assets | ||
Total Finite-Lived Intangible Assets, Gross Amount | $ 1,394 | $ 1,394 |
Accumulated Amortization | (485) | (464) |
Total | $ 909 | $ 930 |
Weighted-Average Useful Life (in Years) | 18 years | 18 years |
Other | ||
Finite-Lived Intangible Assets | ||
Total Finite-Lived Intangible Assets, Gross Amount | $ 7 | $ 7 |
Accumulated Amortization | (6) | (6) |
Total | $ 1 | $ 1 |
Weighted-Average Useful Life (in Years) | 6 years | 6 years |
Foreign currency translation adjustment | ||
Finite-Lived Intangible Assets | ||
Total Finite-Lived Intangible Assets, Gross Amount | $ (153) | $ (160) |
Accumulated Amortization | 56 | 58 |
Total | $ (97) | $ (102) |
Goodwill and Acquired Intangi48
Goodwill and Acquired Intangible Assets (Estimated Future Amortization Expense) (Details) $ in Millions | Mar. 31, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,017 | $ 72 |
2,018 | 90 |
2,019 | 76 |
2,020 | 75 |
2,021 | 74 |
2022 and thereafter | 536 |
Total | $ 923 |
Goodwill and Acquired Intangi49
Goodwill and Acquired Intangible Assets (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill expected to be deductible in future periods | $ 858,000,000 | |
Goodwill, impairment loss | 0 | $ 0 |
Amortization expense for purchased finite-lived intangible assets | 23,000,000 | $ 17,000,000 |
Future amortization expense, impact of foreign currency translation adjustments | $ 97,000,000 |
Investments (Schedule of Invest
Investments (Schedule of Investments) (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Investments, Debt and Equity Securities [Abstract] | ||
Trading securities | $ 203 | $ 228 |
Available-for-sale investment securities | 17 | 17 |
Equity method investments | 128 | 124 |
Cost method investments | $ 145 | $ 144 |
Investments (Narrative) (Detail
Investments (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | |
Investments, Debt and Securities [Line Items] | |||||
Trading securities | $ 203 | $ 228 | |||
Cumulative unrealized gains and losses | 0 | $ 0 | |||
Net income from unconsolidated investees | $ 4 | $ 2 | |||
Borsa Istanbul Cost Method Investment | |||||
Investments, Debt and Securities [Line Items] | |||||
Ownership interest, cost method investments | 5.00% | 5.00% | |||
Cost method investment, original amount | $ 75 | ||||
LCH | |||||
Investments, Debt and Securities [Line Items] | |||||
Ownership interest, cost method investments | 5.00% | 5.00% | |||
OCC | |||||
Investments, Debt and Securities [Line Items] | |||||
Committed equity contribution | $ 150 | ||||
Capital contribution | $ 30 | ||||
Annual dividend from shareholders percentage | 50.00% | ||||
OCC | ISE | |||||
Investments, Debt and Securities [Line Items] | |||||
Ownership interest, equity method investments | 40.00% | 20.00% | |||
Foreign Government Debt Securities | |||||
Investments, Debt and Securities [Line Items] | |||||
Trading securities | $ 154 | $ 172 |
Deferred Revenue (Changes in De
Deferred Revenue (Changes in Deferred Revenue) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Movement in Deferred Revenue [Roll Forward] | ||
Beginning Balance | $ 333 | $ 327 |
Additions | 361 | 384 |
Amortization | (211) | (218) |
Translation adjustment | 3 | (1) |
Ending Balance | 486 | 492 |
Initial Listing Revenues | ||
Movement in Deferred Revenue [Roll Forward] | ||
Beginning Balance | 54 | 59 |
Additions | 4 | 1 |
Amortization | (5) | (4) |
Translation adjustment | 0 | 0 |
Ending Balance | 53 | 56 |
Listing of Additional Shares Revenues | ||
Movement in Deferred Revenue [Roll Forward] | ||
Beginning Balance | 37 | 53 |
Additions | 5 | 2 |
Amortization | (9) | (7) |
Translation adjustment | 0 | 0 |
Ending Balance | 33 | 48 |
Annual Renewal and Other Revenues | ||
Movement in Deferred Revenue [Roll Forward] | ||
Beginning Balance | 57 | 28 |
Additions | 306 | 314 |
Amortization | (142) | (143) |
Translation adjustment | 0 | 1 |
Ending Balance | 221 | 200 |
Market Technology Revenues | ||
Movement in Deferred Revenue [Roll Forward] | ||
Beginning Balance | 185 | 187 |
Additions | 46 | 67 |
Amortization | (55) | (64) |
Translation adjustment | 3 | (2) |
Ending Balance | $ 179 | $ 188 |
Deferred Revenue (Estimated Def
Deferred Revenue (Estimated Deferred Revenue) (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Deferred Revenue Arrangement [Line Items] | ||||
2,017 | $ 301 | |||
2,018 | 67 | |||
2,019 | 50 | |||
2,020 | 40 | |||
2,021 | 18 | |||
2022 and thereafter | 10 | |||
Deferred revenue estimated revenue to be recognized | 486 | $ 333 | $ 492 | $ 327 |
Initial Listing Revenues | ||||
Deferred Revenue Arrangement [Line Items] | ||||
2,017 | 12 | |||
2,018 | 14 | |||
2,019 | 12 | |||
2,020 | 8 | |||
2,021 | 5 | |||
2022 and thereafter | 2 | |||
Deferred revenue estimated revenue to be recognized | 53 | 54 | 56 | 59 |
Listing of Additional Shares Revenues | ||||
Deferred Revenue Arrangement [Line Items] | ||||
2,017 | 15 | |||
2,018 | 11 | |||
2,019 | 5 | |||
2,020 | 2 | |||
2,021 | 0 | |||
2022 and thereafter | 0 | |||
Deferred revenue estimated revenue to be recognized | 33 | 37 | 48 | 53 |
Annual Renewal and Other Revenues | ||||
Deferred Revenue Arrangement [Line Items] | ||||
2,017 | 216 | |||
2,018 | 4 | |||
2,019 | 1 | |||
2,020 | 0 | |||
2,021 | 0 | |||
2022 and thereafter | 0 | |||
Deferred revenue estimated revenue to be recognized | 221 | 57 | 200 | 28 |
Market Technology Revenues | ||||
Deferred Revenue Arrangement [Line Items] | ||||
2,017 | 58 | |||
2,018 | 38 | |||
2,019 | 32 | |||
2,020 | 30 | |||
2,021 | 13 | |||
2022 and thereafter | 8 | |||
Deferred revenue estimated revenue to be recognized | $ 179 | $ 185 | $ 188 | $ 187 |
Debt Obligations (Changes in De
Debt Obligations (Changes in Debt Obligations) (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Nov. 30, 2014 | |
Changes in Debt Obligations [Roll Forward] | ||||
Debt obligations at beginning of period | $ 3,603,000,000 | |||
Additions | 0 | |||
Payments, Accretion and Other | 18,000,000 | |||
Debt obligations at end of period | 3,621,000,000 | |||
Less current portion | (379,000,000) | $ 0 | ||
Payments (Accretions) And Other of Long-term Debt, Less current portion | 0 | |||
Total long-term debt obligations | 3,242,000,000 | $ 3,603,000,000 | ||
Payments (Accretions) And Other of Long-term Debt, Total long-term debt obligations | 18,000,000 | |||
$400 million senior unsecured term loan facility due November 25, 2019 (average interest rate of 2.28% for the period January 1, 2017 through March 31, 2017) | ||||
Changes in Debt Obligations [Roll Forward] | ||||
Debt obligations at beginning of period | 399,000,000 | |||
Additions | 0 | |||
Payments, Accretion and Other | 0 | |||
Debt obligations at end of period | 399,000,000 | |||
Less current portion | (10,000,000) | |||
Credit facility, borrowing capacity | $ 400,000,000 | $ 400,000,000 | ||
Interest rate during period | 2.28% | |||
Senior Notes | 5.55% senior unsecured notes due January 15, 2020 | ||||
Changes in Debt Obligations [Roll Forward] | ||||
Debt obligations at beginning of period | $ 598,000,000 | |||
Additions | 0 | |||
Payments, Accretion and Other | 0 | |||
Debt obligations at end of period | $ 598,000,000 | |||
Stated rate | 5.55% | |||
Senior Notes | 5.25% senior unsecured notes due January 16, 2018 | ||||
Changes in Debt Obligations [Roll Forward] | ||||
Debt obligations at beginning of period | $ 369,000,000 | |||
Additions | 0 | |||
Payments, Accretion and Other | 0 | |||
Debt obligations at end of period | $ 369,000,000 | |||
Stated rate | 5.25% | |||
Senior Notes | 3.875% senior unsecured notes due June 7, 2021 | ||||
Changes in Debt Obligations [Roll Forward] | ||||
Debt obligations at beginning of period | $ 625,000,000 | |||
Additions | 0 | |||
Payments, Accretion and Other | 8,000,000 | |||
Debt obligations at end of period | $ 633,000,000 | |||
Stated rate | 3.875% | |||
Senior Notes | 4.25% senior unsecured notes due June 1, 2024 | ||||
Changes in Debt Obligations [Roll Forward] | ||||
Debt obligations at beginning of period | $ 495,000,000 | |||
Additions | 0 | |||
Payments, Accretion and Other | 1,000,000 | |||
Debt obligations at end of period | $ 496,000,000 | |||
Stated rate | 4.25% | |||
Senior Notes | 1.75% senior unsecured notes due May 19, 2023 | ||||
Changes in Debt Obligations [Roll Forward] | ||||
Debt obligations at beginning of period | $ 622,000,000 | |||
Additions | 0 | |||
Payments, Accretion and Other | 9,000,000 | |||
Debt obligations at end of period | $ 631,000,000 | |||
Stated rate | 1.75% | |||
Senior Notes | 3.85% senior unsecured notes due June 30, 2026 | ||||
Changes in Debt Obligations [Roll Forward] | ||||
Debt obligations at beginning of period | $ 495,000,000 | |||
Additions | 0 | |||
Payments, Accretion and Other | 0 | |||
Debt obligations at end of period | $ 495,000,000 | |||
Stated rate | 3.85% | |||
Revolving Credit Facility | $750 million revolving credit commitment due November 25, 2019 (average interest rate of 0.00% for the period January 1, 2017 through March 31, 2017) | ||||
Changes in Debt Obligations [Roll Forward] | ||||
Debt obligations at beginning of period | $ 0 | |||
Additions | 0 | |||
Payments, Accretion and Other | 0 | |||
Debt obligations at end of period | 0 | |||
Credit facility, borrowing capacity | $ 750,000,000 | $ 750,000,000 | ||
Interest rate during period | 0.00% |
Debt Obligations (Senior Unsecu
Debt Obligations (Senior Unsecured Notes) (Details) | 3 Months Ended |
Mar. 31, 2017 | |
Senior Notes | Senior Notes Excluding 2020 Notes | |
Debt Instrument [Line Items] | |
Aggregate principal amount purchased plus accrued and unpaid interest | 101.00% |
Debt Obligations (5.55% Senior
Debt Obligations (5.55% Senior Unsecured Notes) (Details) | Mar. 31, 2017 |
5.55% senior unsecured notes due January 15, 2020 | Senior Notes | |
Debt Instrument [Line Items] | |
Stated rate | 5.55% |
Debt Obligations (5.25% Senior
Debt Obligations (5.25% Senior Unsecured Notes) (Details) - Senior Notes - 5.25% senior unsecured notes due January 16, 2018 | Mar. 31, 2017 |
Debt Instrument [Line Items] | |
Stated rate | 5.25% |
Maximum | |
Debt Instrument [Line Items] | |
Maximum interest rate on debt instrument | 7.25% |
Debt Obligations (3.875% Senior
Debt Obligations (3.875% Senior Unsecured Notes) (Details) - Senior Notes - 3.875% senior unsecured notes due June 7, 2021 $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Debt Instrument [Line Items] | |
Stated rate | 3.875% |
Foreign currency translation | $ 8 |
Maximum | |
Debt Instrument [Line Items] | |
Maximum interest rate on debt instrument | 5.875% |
Debt Obligations (4.25% Senior
Debt Obligations (4.25% Senior Unsecured Notes) (Details) - Senior Notes - 4.25% senior unsecured notes due June 1, 2024 | Mar. 31, 2017 |
Debt Instrument [Line Items] | |
Stated rate | 4.25% |
Maximum | |
Debt Instrument [Line Items] | |
Maximum interest rate on debt instrument | 6.25% |
Debt Obligations (1.75% Senior
Debt Obligations (1.75% Senior Unsecured Notes) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Debt Instrument [Line Items] | |
Increase in carrying amount | $ 18 |
Senior Notes | 1.75% senior unsecured notes due May 19, 2023 | |
Debt Instrument [Line Items] | |
Stated rate | 1.75% |
Increase in carrying amount | $ 9 |
Senior Notes | 1.75% senior unsecured notes due May 19, 2023 | Maximum | |
Debt Instrument [Line Items] | |
Maximum interest rate on debt instrument | 3.75% |
Debt Obligations (3.85% Senior
Debt Obligations (3.85% Senior Unsecured Notes) (Details) - Senior Notes - 3.85% senior unsecured notes due June 30, 2026 | Mar. 31, 2017 |
Debt Instrument [Line Items] | |
Stated rate | 3.85% |
Maximum | |
Debt Instrument [Line Items] | |
Maximum interest rate on debt instrument | 5.85% |
Debt Obligations (2016 Credit F
Debt Obligations (2016 Credit Facility) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | |
Debt Instrument [Line Items] | |||
Current portion of debt obligations | $ 379,000,000 | $ 0 | |
$400 million senior unsecured term loan facility due November 25, 2019 (average interest rate of 2.28% for the period January 1, 2017 through March 31, 2017) | |||
Debt Instrument [Line Items] | |||
Credit facility, borrowing capacity | $ 400,000,000 | $ 400,000,000 | |
Percentage of principal repayment | 2.50% | ||
Current portion of debt obligations | $ 10,000,000 |
Debt Obligations (2014 Credit F
Debt Obligations (2014 Credit Facility) (Details) - Revolving Credit Facility - USD ($) | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2017 | Mar. 31, 2017 | Nov. 30, 2014 | |
$750 million revolving credit commitment due November 25, 2019 (average interest rate of 0.00% for the period January 1, 2017 through March 31, 2017) | |||
Debt Instrument [Line Items] | |||
Credit facility, borrowing capacity | $ 750,000,000 | $ 750,000,000 | |
Credit facility, proceeds | $ 0 | ||
$1 billion, five-year revolving credit facility | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Credit facility, borrowing capacity | $ 1,000,000,000 | ||
Credit facility term | 5 years |
Debt Obligations (Other Credit
Debt Obligations (Other Credit Facilities) (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Clearinghouse Credit Facilities | ||
Debt Instrument [Line Items] | ||
Credit facility, available liquidity | $ 172 | $ 170 |
Retirement Plans (Narrative) (D
Retirement Plans (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Non-U.S. Benefit Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Cost or expenses included in compensation and benefit expense | $ 4 | $ 4 |
Pension | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer contribution match, percent match | 100.00% | |
Employer contribution match, percentage of employee contribution | 6.00% | |
Defined contributions plan expense | $ 4 | $ 3 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2017USD ($)program$ / sharespeer_groupshares | Mar. 31, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Discount from market price | 15.00% | |
Common stock shares reserved for future issuance (in shares) | 5,600,000 | |
Stock option awards granted (in shares) | 268,817 | |
Net cash proceeds from the exercise of stock options | $ | $ 1 | $ 2 |
Stock options exercised in period (in shares) | 40,416 | 86,811 |
Share Price (in dollars per share) | $ / shares | $ 69.45 | |
Stock options, exercisable (in shares) | 1,365,955 | 2,500,000 |
Weighted-average exercise price (in dollars per share) | $ / shares | $ 22.35 | $ 27.87 |
Total pre-tax intrinsic value of stock options exercised | $ | $ 2 | $ 3 |
Compensation expense | $ | 15 | $ 16 |
Restricted stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total unrecognized compensation cost | $ | $ 69 | |
Weighted-average period unrecognized compensation cost is expected to be recognized, in years | 1 year 11 months 5 days | |
Number of awards granted (in shares) | 559,698 | |
Restricted stock | Second Anniversary | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 25.00% | |
Restricted stock | Third Anniversary | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 25.00% | |
Restricted stock | Fourth Anniversary | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 50.00% | |
PSUs | One Year Performance Period | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total unrecognized compensation cost | $ | $ 16 | |
Weighted-average period unrecognized compensation cost is expected to be recognized, in years | 1 year 7 months 6 days | |
Vesting period | 1 year | |
Percentage of target amount granted, minimum | 0.00% | |
Percentage of target amount granted, maximum | 150.00% | |
Additional units granted above target (in shares) | 56,533 | |
Number of awards granted (in shares) | 193,710 | |
PSUs | Three Year Performance Period | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total unrecognized compensation cost | $ | $ 38 | |
Weighted-average period unrecognized compensation cost is expected to be recognized, in years | 1 year 7 months 1 day | |
Vesting period | 3 years | |
Additional units granted above target (in shares) | 538,892 | |
Number of peer groups | peer_group | 2 | |
Performance-based long-term incentive program weighted percentage | 50.00% | |
Minimum payout | 0.00% | |
Maximum payout | 200.00% | |
Number of awards granted (in shares) | 801,448 | |
Share Price (in dollars per share) | $ / shares | $ 69.45 | $ 66.38 |
PSUs, Negative TSR | Three Year Performance Period | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Maximum payout | 100.00% | |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option life | 10 years | |
Stock option awards granted (in shares) | 0 | |
Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock shares reserved for future issuance (in shares) | 2,300,000 | |
Maximum percentage of shares purchased from annual compensation | 10.00% | |
Discount given to employees | 15.00% | |
Compensation expense | $ | $ 1 | $ 1 |
Officer | PSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of performance-based programs | program | 2 | |
CEO | Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Stock option awards granted (in shares) | 268,817 |
Share-Based Compensation (Summa
Share-Based Compensation (Summary of Share-Based Compensation Expense) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Share-based compensation expense before income taxes | $ 15 | $ 16 |
Income tax benefit | (6) | (7) |
Share-based compensation expense after income taxes | $ 9 | $ 9 |
Share-Based Compensation (Sum68
Share-Based Compensation (Summary of Restricted Stock Activity) (Details) - Restricted stock | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Number of Awards, Unvested balances at beginning of period (in shares) | shares | 2,560,578 |
Number of Awards, Granted (in shares) | shares | 559,698 |
Number of Awards, Vested (in shares) | shares | (343,633) |
Number of Awards, Forfeited (in shares) | shares | (79,164) |
Number of Awards, Unvested balances at end of period (in shares) | shares | 2,697,479 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted-Average Grant Date Fair Value, Unvested balances at beginning of period (in dollars per share) | $ / shares | $ 45.92 |
Weighted-Average Grant Date Fair Value, Granted (in dollars per share) | $ / shares | 65.92 |
Weighted-Average Grant Date Fair Value, Vested (in dollars per share) | $ / shares | 42.83 |
Weighted-Average Grant Date Fair Value, Forfeited (in dollars per share) | $ / shares | 46.48 |
Weighted-Average Grant Date Fair Value, Unvested balances at end of period (in dollars per share) | $ / shares | $ 50.45 |
Share-Based Compensation (Sched
Share-Based Compensation (Schedule of Weighted- Average Assumptions Used to Determine Weighted-Average Fair Values) (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average grant date share price (in dollars per share) | $ 69.45 | |
Three Year Performance Period | PSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average risk free interest rate | 1.44% | 0.84% |
Expected volatility | 19.20% | 21.00% |
Weighted-average grant date share price (in dollars per share) | $ 69.45 | $ 66.38 |
Weighted-average fair value at grant date (in dollars per share) | $ 81.57 | $ 93.30 |
Vesting period | 3 years |
Share-Based Compensation (Sum70
Share-Based Compensation (Summary of PSU Activity) (Details) - PSUs | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
One Year Performance Period | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Number of Awards, Unvested balances at beginning of period (in shares) | shares | 378,766 |
Number of Awards, Granted (in shares) | shares | 193,710 |
Number of Awards, Vested (in shares) | shares | (10,729) |
Number of Awards, Forfeited (in shares) | shares | (25,782) |
Number of Awards, Unvested balances at end of period (in shares) | shares | 535,965 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted-Average Grant Date Fair Value, Unvested balances at beginning of period (in dollars per share) | $ / shares | $ 52.55 |
Weighted-Average Grant Date Fair Value, Granted (in dollars per share) | $ / shares | 65.50 |
Weighted-Average Grant Date Fair Value, Vested (in dollars per share) | $ / shares | 53.72 |
Weighted-Average Grant Date Fair Value, Forfeited (in dollars per share) | $ / shares | 53.89 |
Weighted-Average Grant Date Fair Value, Unvested balances at end of period (in dollars per share) | $ / shares | $ 57.14 |
Three Year Performance Period | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Number of Awards, Unvested balances at beginning of period (in shares) | shares | 1,314,668 |
Number of Awards, Granted (in shares) | shares | 801,448 |
Number of Awards, Vested (in shares) | shares | (1,079,925) |
Number of Awards, Forfeited (in shares) | shares | (24,178) |
Number of Awards, Unvested balances at end of period (in shares) | shares | 1,012,013 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted-Average Grant Date Fair Value, Unvested balances at beginning of period (in dollars per share) | $ / shares | $ 63.18 |
Weighted-Average Grant Date Fair Value, Granted (in dollars per share) | $ / shares | 55.49 |
Weighted-Average Grant Date Fair Value, Vested (in dollars per share) | $ / shares | 42.83 |
Weighted-Average Grant Date Fair Value, Forfeited (in dollars per share) | $ / shares | 88.98 |
Weighted-Average Grant Date Fair Value, Unvested balances at end of period (in dollars per share) | $ / shares | $ 78.19 |
Share-Based Compensation (Sum71
Share-Based Compensation (Summary of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Stock Option Activity [Roll Forward] | |||
Number of Stock Options Outstanding, Beginning of period (in shares) | 1,406,371 | ||
Number of Stock Options, Granted (in shares) | 268,817 | ||
Number of Stock Options, Exercised (in shares) | (40,416) | (86,811) | |
Number of Stock Options Outstanding, End of period (in shares) | 1,634,772 | 1,406,371 | |
Stock Options, Weighted Average Exercise Price [Abstract] | |||
Weighted-Average Exercise Price, Outstanding Beginning of period (in dollars per share) | $ 22.32 | ||
Weighted-Average Exercise Price, Granted (in dollars per share) | 66.68 | ||
Weighted-Average Exercise Price, Exercised (in dollars per share) | 20.98 | ||
Weighted-Average Exercise Price, Outstanding End of period (in dollars per share) | $ 29.64 | $ 22.32 | |
Stock Option Activity, Additional Disclosures [Abstract] | |||
Options Outstanding, Weighted Average Remaining Contractual Term (in years) | 3 years 7 months 13 days | 2 years 7 months 24 days | |
Options Outstanding, Aggregate Intrinsic Value | $ 65 | $ 63 | |
Options Exercisable, Number of Options (in shares) | 1,365,955 | 2,500,000 | |
Options Exercisable, Weighted Average Exercise Price Per Share (in dollars per share) | $ 22.35 | $ 27.87 | |
Options Exercisable, Weighted Average Remaining Contractual Term (in years) | 2 years 5 months 9 days | ||
Options Exercisable, Aggregate Intrinsic Value | $ 64 |
Nasdaq Stockholders' Equity (Na
Nasdaq Stockholders' Equity (Narrative) (Details) | Mar. 31, 2017USD ($)vote$ / sharesshares | Jan. 30, 2017$ / shares | Apr. 30, 2017$ / shares | Mar. 31, 2017USD ($)vote$ / sharesshares | Mar. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2016shares | Dec. 31, 2014USD ($) |
Stockholders Equity [Line Items] | |||||||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | ||||
Common stock, shares issued (in shares) | 169,760,142 | 169,760,142 | 170,501,186 | ||||
Common stock, shares outstanding (in shares) | 165,168,584 | 165,168,584 | 166,579,468 | ||||
Votes per share of common stock | vote | 1 | 1 | |||||
Common stock holder voting rights, maximum percentage of the then-outstanding shares of Nasdaq common stock | 5.00% | 5.00% | |||||
Common stock in treasury (in shares) | 4,591,558 | 4,591,558 | 3,921,718 | ||||
Share repurchase program, authorized amount | $ | $ 370,000,000 | $ 500,000,000 | |||||
Remaining authorized share repurchase amounts under repurchase program | $ | $ 273,000,000 | $ 273,000,000 | |||||
Number of shares of common stock repurchased (in shares) | 2,215,755 | 490,032 | |||||
Preferred stock, shares authorized (in shares) | 30,000,000 | 30,000,000 | |||||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||
Amount paid | $ | $ 53,000,000 | ||||||
Cash dividends declared per common share (in dollars per share) | $ / shares | $ 0.32 | $ 0.57 | |||||
April 2017 | Subsequent Event | |||||||
Stockholders Equity [Line Items] | |||||||
Cash dividends declared per common share (in dollars per share) | $ / shares | $ 0.38 | ||||||
Percent increase over prior quarter dividend | 19.00% | ||||||
January 30, 2017 | |||||||
Stockholders Equity [Line Items] | |||||||
Amount paid | $ | $ 53,000,000 | ||||||
Cash dividends declared per common share (in dollars per share) | $ / shares | $ 0.32 | ||||||
Other Repurchases of Common Stock | |||||||
Stockholders Equity [Line Items] | |||||||
Number of shares of common stock repurchased (in shares) | 668,038 | ||||||
Series A Preferred Stock | |||||||
Stockholders Equity [Line Items] | |||||||
Preferred stock, series A convertible preferred stock, shares issued (in shares) | 0 | 0 | 0 | ||||
Preferred stock, series A convertible preferred stock, shares outstanding (in shares) | 0 | 0 | 0 |
Nasdaq Stockholders' Equity (Co
Nasdaq Stockholders' Equity (Common Stock in Treasury) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Equity [Abstract] | ||
Number of shares of common stock repurchased (in shares) | 2,215,755 | 490,032 |
Average per share price of repurchased stock (in dollars per share) | $ 70.64 | $ 59.37 |
Total purchase price (in millions) | $ 156 | $ 29 |
Nasdaq Stockholders' Equity (Sc
Nasdaq Stockholders' Equity (Schedule of Dividends Declared) (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 31, 2017 | Jan. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Dividends Payable [Line Items] | ||||
Dividend per common share (in dollars per share) | $ 0.32 | $ 0.57 | ||
Total Amount Paid | $ 53 | |||
January 30, 2017 | ||||
Dividends Payable [Line Items] | ||||
Dividend per common share (in dollars per share) | $ 0.32 | |||
Total Amount Paid | $ 53 |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Stock options to purchase shares (in shares) | 1,634,772 | 1,406,371 | |
Diluted shares outstanding (in shares) | 3,773,874 | 4,086,752 | |
Common stock | |||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Stock options to purchase shares (in shares) | 1,634,772 | 2,539,676 | |
Diluted shares outstanding (in shares) | 1,365,955 | ||
Restricted stock and PSU's | |||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Stock options to purchase shares (in shares) | 4,245,457 | 5,594,549 | |
Diluted shares outstanding (in shares) | 3,293,769 | 4,533,893 |
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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Net income attributable to common shareholders | $ 169 | $ 132 |
Weighted-average common shares outstanding for basic earnings per share (in shares) | 166,473,073 | 164,281,692 |
Employee equity awards (in shares) | 3,773,874 | 4,086,752 |
Weighted-average common shares outstanding for diluted earnings per share (in shares) | 170,246,947 | 168,368,444 |
Basic earnings per share (in dollars per share) | $ 1.02 | $ 0.80 |
Diluted earnings per share (in dollars per share) | $ 0.99 | $ 0.78 |
Fair Value of Financial Instr77
Fair Value of Financial Instruments (Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis) (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial investments, at fair value | $ 220 | $ 245 |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial investments, at fair value | 220 | 245 |
Default fund and margin deposit investments | 2,186 | 1,900 |
Total | 2,406 | 2,145 |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial investments, at fair value | 203 | 228 |
Default fund and margin deposit investments | 1,610 | 1,763 |
Total | 1,813 | 1,991 |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial investments, at fair value | 17 | 17 |
Default fund and margin deposit investments | 576 | 137 |
Total | 593 | 154 |
Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial investments, at fair value | 0 | 0 |
Default fund and margin deposit investments | 0 | 0 |
Total | $ 0 | $ 0 |
Fair Value of Financial Instr78
Fair Value of Financial Instruments (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities | $ 203,000,000 | $ 228,000,000 |
Default funds and margin deposits | 3,633,000,000 | 3,301,000,000 |
Highly rated government debt securities | 1,610,000,000 | 1,763,000,000 |
Transfers from between level 1 and level 2 | 0 | 0 |
Fair value of debt utilizing discounted cash flow analyses | 3,800,000,000 | |
Reverse Repurchase Agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Default funds and margin deposits | 576,000,000 | 137,000,000 |
Foreign Government Debt Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities | $ 154,000,000 | $ 172,000,000 |
Clearing Operations (Narrative)
Clearing Operations (Narrative) (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017USD ($)contractfund | Mar. 31, 2016USD ($)contract | Dec. 31, 2016USD ($) | |
Clearing Operations [Line Items] | |||
Number of member sponsored default funds | fund | 4 | ||
Default funds and margin deposits | $ 3,633 | $ 3,301 | |
Default fund cash contributions invested in highly rated government debt securities | 1,610 | 1,763 | |
Default fund contributions | 433 | ||
Committed capital | 220 | 245 | |
Liability Waterfall | |||
Clearing Operations [Line Items] | |||
Junior capital, cash deposits and pledged assets | 18 | ||
Senior capital, cash deposits and pledged assets | 28 | ||
Reverse Repurchase Agreements | |||
Clearing Operations [Line Items] | |||
Default funds and margin deposits | 576 | $ 137 | |
Utilize as capital resources | |||
Clearing Operations [Line Items] | |||
Default fund contributions | 370 | ||
Utilize as member posted surplus balance | |||
Clearing Operations [Line Items] | |||
Default fund contributions | 63 | ||
Nasdaq Clearing | |||
Clearing Operations [Line Items] | |||
Default fund cash contributions invested in highly rated government debt securities | 1,610 | ||
Committed capital | 115 | ||
Outstanding contract value of resale and repurchase agreements | $ 6,300 | $ 6,400 | |
Total number of derivative contracts cleared | contract | 1,979,972 | 1,820,753 | |
Power of assessment of the clearing member's contribution to the financial markets and commodities markets default funds | 100.00% | ||
Nasdaq Clearing | Reverse Repurchase Agreements | |||
Clearing Operations [Line Items] | |||
Default funds and margin deposits | $ 576 |
Clearing Operations (Schedule o
Clearing Operations (Schedule of Clearing Member Default Fund Contributions And Margin Deposits) (Details) $ in Millions | Mar. 31, 2017USD ($) |
Clearing Operations [Line Items] | |
Default fund contributions | $ 433 |
Margin deposits | 6,945 |
Total | 7,378 |
Cash Contributions | |
Clearing Operations [Line Items] | |
Default fund contributions | 334 |
Margin deposits | 3,299 |
Total | 3,633 |
Non-Cash Contributions | |
Clearing Operations [Line Items] | |
Default fund contributions | 99 |
Margin deposits | 3,646 |
Total | $ 3,745 |
Clearing Operations (Schedule81
Clearing Operations (Schedule of Derivative Contracts Outstanding) (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2017USD ($)contractTW | Mar. 31, 2016contractTW | |
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 1,526 | |
Total Number of Cleared Contracts | contract | 24,583,690 | 28,266,359 |
Total volume in cleared power, in Terawatt hours (TWh) | TW | 379 | 420 |
Commodity and seafood options, futures and forwards | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 550 | |
Total Number of Cleared Contracts | contract | 726,739 | 907,921 |
Fixed-income options and futures | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 743 | |
Total Number of Cleared Contracts | contract | 5,158,237 | 4,368,986 |
Stock options and futures | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 132 | |
Total Number of Cleared Contracts | contract | 7,383,538 | 8,303,721 |
Index options and futures | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 101 | |
Total Number of Cleared Contracts | contract | 11,315,176 | 14,685,731 |
Commitments, Contingencies an82
Commitments, Contingencies and Guarantees (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Line Items] | ||
Financial guarantees obtained | $ 12,000,000 | $ 13,000,000 |
Margin deposits contributed to Cantor Fitzgerald | $ 19,000,000 | |
eSpeed | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Contingent future issuance of common stock (in shares) | 992,247 | |
Revenue required to trigger annual issuance of Nasdaq common stock | $ 25,000,000 | |
Property Lease Guarantee | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Other guarantees | 3,000,000 | 3,000,000 |
Escrow Agreement | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Contingency, accrual | 31,000,000 | |
Clearinghouse Credit Facilities | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Credit facility, available liquidity | $ 172,000,000 | $ 170,000,000 |
Business Segments (Schedule of
Business Segments (Schedule of Operating Segments) (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2017USD ($)segment | Mar. 31, 2016USD ($) | |
Segment Reporting [Abstract] | ||
Number of business segments | segment | 4 | |
Segment Reporting Information [Line Items] | ||
Total revenues | $ 971 | $ 905 |
Transaction-based expenses | (388) | (371) |
Revenues less transaction-based expenses | 583 | 534 |
Operating income (loss) | 248 | 219 |
Corporate Items | ||
Segment Reporting Information [Line Items] | ||
Operating income (loss) | (29) | (35) |
Market Services | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 606 | 572 |
Transaction-based expenses | (388) | (371) |
Revenues less transaction-based expenses | 218 | 201 |
Operating income (loss) | 119 | 113 |
Corporate Services | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 160 | 143 |
Transaction-based expenses | 0 | 0 |
Revenues less transaction-based expenses | 160 | 143 |
Operating income (loss) | 43 | 34 |
Information Services | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 138 | 133 |
Transaction-based expenses | 0 | 0 |
Revenues less transaction-based expenses | 138 | 133 |
Operating income (loss) | 102 | 97 |
Market Technology | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 67 | 57 |
Transaction-based expenses | 0 | 0 |
Revenues less transaction-based expenses | 67 | 57 |
Operating income (loss) | $ 13 | $ 10 |
Business Segments (Corporate It
Business Segments (Corporate Items) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Amortization expense of acquired intangible assets | $ 23 | $ 17 |
Restructuring charges | 0 | 9 |
Merger and strategic initiatives | 6 | 9 |
Total | (248) | (219) |
Corporate Items | ||
Segment Reporting Information [Line Items] | ||
Amortization expense of acquired intangible assets | 23 | 17 |
Restructuring charges | 0 | 9 |
Merger and strategic initiatives | 6 | 9 |
Total | $ 29 | $ 35 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
Subsequent Event [Line Items] | |||
Cash dividends declared per common share (in dollars per share) | $ 0.32 | $ 0.57 | |
Subsequent Event | Revolving Credit Facility | $1 billion, five-year revolving credit facility | |||
Subsequent Event [Line Items] | |||
Credit facility, borrowing capacity | $ 1,000,000,000 | ||
Credit facility term | 5 years | ||
Subsequent Event | April 2017 | |||
Subsequent Event [Line Items] | |||
Percent increase over prior quarter dividend | 19.00% | ||
Cash dividends declared per common share (in dollars per share) | $ 0.38 |