Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 13, 2020 | Jun. 28, 2019 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-38855 | ||
Entity Registrant Name | Nasdaq, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 52-1165937 | ||
Entity Address, Address Line One | 151 W. 42nd Street, | ||
Entity Address, City or Town | New York, | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10036 | ||
City Area Code | 212 | ||
Local Phone Number | 401 8700 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 11.1 | ||
Entity Common Stock, Shares Outstanding | 165,011,712 | ||
Entity Central Index Key | 0001120193 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Documents Incorporated by Reference | Documents Incorporated by Reference: Certain portions of the Definitive Proxy Statement for the 2020 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K. | ||
Common Stock, $.01 par value per share | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.01 par value per share | ||
Trading Symbol | NDAQ | ||
Security Exchange Name | NASDAQ | ||
0.875% Senior Notes due 2030 | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | 0.875% Senior Notes due 2030 | ||
Trading Symbol | NDAQ30 | ||
Security Exchange Name | NASDAQ | ||
1.75% Senior Notes Due 2029 | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | 1.75% Senior Notes due 2029 | ||
Trading Symbol | NDAQ29 | ||
Security Exchange Name | NASDAQ | ||
1.750% Senior Note Due 2023 | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | 1.750% Senior Notes due 2023 | ||
Trading Symbol | NDAQ23 | ||
Security Exchange Name | NASDAQ | ||
3.875% Senior Notes Due 2021 | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | 3.875% Senior Notes due 2021 | ||
Trading Symbol | NDAQ21 | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 332 | $ 545 |
Restricted cash | 30 | 41 |
Financial investments | 291 | 268 |
Receivables, net | 422 | 384 |
Default funds and margin deposits | 2,996 | 4,742 |
Other current assets | 219 | 390 |
Total current assets | 4,290 | 6,370 |
Property and equipment, net | 384 | 376 |
Goodwill | 6,366 | 6,363 |
Intangible assets, net | 2,249 | 2,300 |
Operating lease assets | 346 | |
Other non-current assets | 289 | 291 |
Total assets | 13,924 | 15,700 |
Current liabilities: | ||
Accounts payable and accrued expenses | 148 | 198 |
Section 31 fees payable to SEC | 132 | 109 |
Accrued personnel costs | 188 | 199 |
Deferred revenue | 211 | 194 |
Other current liabilities | 161 | 253 |
Default funds and margin deposits | 2,996 | 4,742 |
Short-term debt | 391 | 875 |
Total current liabilities | 4,227 | 6,570 |
Long-term debt | 2,996 | 2,956 |
Deferred tax liabilities, net | 552 | 501 |
Operating lease liabilities | 331 | |
Other non-current liabilities | 179 | 224 |
Total liabilities | 8,285 | 10,251 |
Commitments and contingencies | ||
Nasdaq stockholders’ equity: | ||
Common stock, $0.01 par value, 300,000,000 shares authorized, shares issued: 171,075,011 at December 31, 2019 and 170,709,425 at December 31, 2018; shares outstanding: 165,094,440 at December 31, 2019 and 165,165,104 at December 31, 2018 | 2 | 2 |
Additional paid-in capital | 2,632 | 2,716 |
Common stock in treasury, at cost: 5,980,571 shares at December 31, 2019 and 5,544,321 shares at December 31, 2018 | (336) | (297) |
Accumulated other comprehensive loss | (1,686) | (1,530) |
Retained earnings | 5,027 | 4,558 |
Total Nasdaq stockholders’ equity | 5,639 | 5,449 |
Total liabilities and equity | $ 13,924 | $ 15,700 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
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) | 171,075,011 | 170,709,425 |
Common stock, shares outstanding (in shares) | 165,094,440 | 165,165,104 |
Common stock in treasury (in shares) | 5,980,571 | 5,544,321 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | |||
Total revenues | $ 4,262 | $ 4,277 | $ 3,948 |
Transaction-based expenses: | |||
Revenues less transaction-based expenses | 2,535 | 2,526 | 2,411 |
Operating expenses: | |||
Compensation and benefits | 707 | 712 | 670 |
Professional and contract services | 127 | 144 | 153 |
Computer operations and data communications | 133 | 127 | 125 |
Occupancy | 97 | 95 | 94 |
General, administrative and other | 125 | 120 | 82 |
Marketing and advertising | 39 | 37 | 31 |
Depreciation and amortization | 190 | 210 | 188 |
Regulatory | 31 | 32 | 33 |
Merger and strategic initiatives | 30 | 21 | 44 |
Restructuring charges | 39 | 0 | 0 |
Total operating expenses | 1,518 | 1,498 | 1,420 |
Operating income | 1,017 | 1,028 | 991 |
Interest income | 10 | 10 | 7 |
Interest expense | (124) | (150) | (143) |
Gain on sale of investment security | 0 | 118 | 0 |
Net gain on divestiture of businesses | 27 | 33 | 0 |
Other income | 5 | 7 | 2 |
Net income from unconsolidated investees | 84 | 18 | 15 |
Income before income taxes | 1,019 | 1,064 | 872 |
Income tax provision | 245 | 606 | 143 |
Net income attributable to Nasdaq | $ 774 | $ 458 | $ 729 |
Per share information: | |||
Basic earnings per share (in dollars per share) | $ 4.69 | $ 2.77 | $ 4.38 |
Diluted earnings per share (in dollars per share) | 4.63 | 2.73 | 4.30 |
Cash dividends declared per common share (in dollars per share) | $ 1.85 | $ 1.70 | $ 1.46 |
Transaction rebates | |||
Transaction-based expenses: | |||
Transaction-based expenses | $ 1,327 | $ 1,344 | $ 1,158 |
Brokerage, clearance and exchange fees | |||
Transaction-based expenses: | |||
Transaction-based expenses | 400 | 407 | 379 |
Operating Segments | Market Services | |||
Revenues: | |||
Total revenues | 2,639 | 2,709 | 2,418 |
Transaction-based expenses: | |||
Revenues less transaction-based expenses | 912 | 958 | 881 |
Operating expenses: | |||
Depreciation and amortization | 74 | 95 | 95 |
Operating income | 516 | 544 | 481 |
Operating Segments | Corporate Services | |||
Revenues: | |||
Total revenues | 496 | 487 | 459 |
Transaction-based expenses: | |||
Revenues less transaction-based expenses | 496 | 487 | 459 |
Operating expenses: | |||
Depreciation and amortization | 34 | 36 | 40 |
Operating income | 178 | 155 | 149 |
Operating Segments | Information Services | |||
Revenues: | |||
Total revenues | 779 | 714 | 588 |
Operating Segments | Market Technology | |||
Revenues: | |||
Total revenues | 338 | 270 | 247 |
Other Revenues | |||
Revenues: | |||
Total revenues | 10 | 97 | 236 |
Transaction-based expenses: | |||
Revenues less transaction-based expenses | $ 10 | $ 97 | $ 236 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Net income | $ 774 | $ 458 | $ 729 | |
Other comprehensive income (loss): | ||||
Foreign currency translation gains (losses) | (122) | (240) | 214 | |
Income tax expense | [1] | (31) | (11) | (96) |
Foreign currency translation, net | (153) | (251) | 118 | |
Employee benefit plan adjustment gains (losses) | (4) | 9 | (2) | |
Employee benefit plan income tax (benefit) expense | 1 | (9) | 1 | |
Employee benefit plan, net | (3) | 0 | (1) | |
Total other comprehensive income (loss), net of tax | [2] | (156) | (251) | 117 |
Comprehensive income attributable to Nasdaq | 618 | 207 | 846 | |
Accumulated Other Comprehensive Loss | ||||
Other comprehensive income (loss): | ||||
Total other comprehensive income (loss), net of tax | (156) | (251) | 117 | |
Reclassification from AOCI, tax amount | $ 0 | 417 | $ 0 | |
Accumulated Other Comprehensive Loss | Accounting Standards Update 2018-02 | ||||
Other comprehensive income (loss): | ||||
Reclassification from AOCI, tax amount | $ 417 | |||
[1] | Primarily relates to the tax effect of unrealized gains on Euro denominated notes. | |||
[2] | Excludes a reclassification impact of $417 million from accumulated other comprehensive income to retained earnings within stockholders' equity in the Consolidated Statements of Changes in Stockholders' Equity for stranded tax effects related to the Tax Cuts and Jobs Act. |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Millions | Total | Common stock | Additional paid-in capital | Common stock in Treasury, at Cost | Accumulated Other Comprehensive Loss | Retained Earnings | |
Beginning balance (in shares) at Dec. 31, 2016 | 167,000,000 | ||||||
Beginning balance at Dec. 31, 2016 | $ 2 | $ 3,104 | $ (176) | $ (979) | $ 3,477 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Shares repurchase program (in shares) | (3,000,000) | ||||||
Share repurchase program | $ (203) | ||||||
Share-based compensation (in shares) | 2,000,000 | ||||||
Share-based compensation | $ 70 | ||||||
Stock option exercises, net (in shares) | 1,102,830 | 1,000,000 | |||||
Stock option exercises, net | $ 24 | ||||||
Other issuances of common stock, net (in shares) | 0 | ||||||
Other issuances of common stock, net | $ 29 | ||||||
Other employee stock activity (in shares) | (1,000,000) | ||||||
Other employee stock activity | $ (71) | ||||||
Other comprehensive income (loss) | $ 117 | [1] | 117 | ||||
Reclassification impact of Tax Reform | 0 | 0 | |||||
Net income | $ 729 | 729 | |||||
Cash dividends declared per common share | $ (243) | ||||||
Issuance of Nasdaq common stock related to a prior acquisition (in shares) | 1,000,000 | ||||||
Ending balance (in shares) at Dec. 31, 2017 | 167,000,000 | 167,000,000 | |||||
Ending balance at Dec. 31, 2017 | $ 5,880 | $ 2 | $ 3,024 | $ (247) | (862) | $ 3,963 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Shares repurchase program (in shares) | (5,000,000) | ||||||
Share repurchase program | $ (394) | $ (394) | |||||
Share-based compensation (in shares) | 2,000,000 | ||||||
Share-based compensation | $ 69 | ||||||
Stock option exercises, net (in shares) | 118,094 | 0 | |||||
Stock option exercises, net | $ 3 | ||||||
Other issuances of common stock, net (in shares) | 0 | ||||||
Other issuances of common stock, net | $ 14 | ||||||
Other employee stock activity (in shares) | 0 | ||||||
Other employee stock activity | $ (50) | ||||||
Other comprehensive income (loss) | $ (251) | [1] | (251) | ||||
Reclassification impact of Tax Reform | 417 | 417 | |||||
Net income | $ 458 | 458 | |||||
Cash dividends declared per common share | $ (280) | ||||||
Issuance of Nasdaq common stock related to a prior acquisition (in shares) | 1,000,000 | ||||||
Ending balance (in shares) at Dec. 31, 2018 | 165,000,000 | 165,000,000 | |||||
Ending balance at Dec. 31, 2018 | $ 5,449 | $ 2 | $ 2,716 | $ (297) | (1,530) | $ 4,558 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Shares repurchase program (in shares) | (2,000,000) | ||||||
Share repurchase program | $ (200) | $ (200) | |||||
Share-based compensation (in shares) | 1,000,000 | ||||||
Share-based compensation | $ 79 | ||||||
Stock option exercises, net (in shares) | 69,699 | 0 | |||||
Stock option exercises, net | $ 2 | ||||||
Other issuances of common stock, net (in shares) | 0 | ||||||
Other issuances of common stock, net | $ 35 | ||||||
Other employee stock activity (in shares) | 0 | ||||||
Other employee stock activity | $ (39) | ||||||
Other comprehensive income (loss) | $ (156) | [1] | (156) | ||||
Reclassification impact of Tax Reform | 0 | 0 | |||||
Net income | 774 | 774 | |||||
Cash dividends declared per common share | $ (305) | $ (305) | |||||
Issuance of Nasdaq common stock related to a prior acquisition (in shares) | 1,000,000 | ||||||
Ending balance (in shares) at Dec. 31, 2019 | 165,000,000 | ||||||
Ending balance at Dec. 31, 2019 | $ 5,639 | $ 2,632 | $ (336) | $ (1,686) | $ 5,027 | ||
[1] | Excludes a reclassification impact of $417 million from accumulated other comprehensive income to retained earnings within stockholders' equity in the Consolidated Statements of Changes in Stockholders' Equity for stranded tax effects related to the Tax Cuts and Jobs Act. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net income | $ 774 | $ 458 | $ 729 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 190 | 210 | 188 |
Share-based compensation | 79 | 69 | 70 |
Deferred income taxes | 35 | 301 | 7 |
Reversal of certain Swedish tax benefits | 0 | 41 | 0 |
Net gain on divestiture of businesses | (27) | (33) | 0 |
Gain on sale of investment security | 0 | (118) | 0 |
Non-cash restructuring charges | 25 | 0 | 0 |
Net income from unconsolidated investees | (84) | (18) | (15) |
Other reconciling items included in net income | 19 | 15 | 25 |
Net change in operating assets and liabilities, net of effects of divestiture and acquisitions: | |||
Receivables, net | (42) | (35) | 11 |
Other assets | (173) | (40) | (30) |
Accounts payable and accrued expenses | (49) | 33 | (12) |
Section 31 fees payable to SEC | 23 | (19) | 20 |
Accrued personnel costs | (9) | 37 | (41) |
Deferred revenue | (15) | 7 | (29) |
Other liabilities | 217 | 120 | (14) |
Net cash provided by operating activities | 963 | 1,028 | 909 |
Cash flows from investing activities: | |||
Purchases of securities | (579) | (421) | (392) |
Proceeds from sales and redemptions of securities | 543 | 374 | 424 |
Proceeds from divestiture of businesses, net | 132 | 286 | 0 |
Proceeds from sale of investment security | 11 | 169 | 0 |
Acquisition of businesses, net of cash and cash equivalents acquired | (206) | (75) | (776) |
Purchases of property and equipment | (127) | (111) | (144) |
Other investing activities | (14) | (26) | (2) |
Net cash provided by (used in) investing activities | (240) | 196 | (890) |
Cash flows from financing activities: | |||
Proceeds from (repayments of) commercial paper, net | 116 | (205) | 480 |
Repayments of debt obligations | (1,215) | (115) | (708) |
Payment of debt extinguishment cost | (11) | 0 | (9) |
Proceeds from issuances of long-term debt, net of issuance costs | 680 | 0 | 648 |
Repurchases of common stock | (200) | (394) | (203) |
Dividends paid | (305) | (280) | (243) |
Proceeds received from employee stock activity and other issuances | 37 | 17 | 53 |
Payments related to employee shares withheld for taxes | (39) | (50) | (71) |
Net cash used in financing activities | (937) | (1,027) | (53) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (10) | (10) | 15 |
Net increase (decrease) in cash and cash equivalents and restricted cash | (224) | 187 | (19) |
Cash and cash equivalents and restricted cash at beginning of period | 586 | 399 | 418 |
Cash and cash equivalents and restricted cash at end of period | 362 | 586 | 399 |
Cash paid for: | |||
Interest | 120 | 148 | 129 |
Income taxes, net of refund | $ 205 | $ 221 | $ 154 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Organization and Nature of Operations Nasdaq is a global technology company serving the capital markets and other industries. Our diverse offerings of data, analytics, software and services enables clients to optimize and execute their business vision with confidence. 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. In October 2019, we sold the Nordic Fund Market, an electronic mutual fund service which was a small unit of our Broker Services business and in November 2019, we sold NFX’s futures exchange business to a third party which acquired the core assets of NFX, including the portfolio of open interest in NFX contracts. Customers on the platform are migrating their open interest to other exchanges. Also, in January 2020, management commenced an orderly wind-down of our broker services operations business. We expect this wind-down to continue through the second quarter of 2021. 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. For further discussion of our Market Services businesses, see “Products and Services,” of “Item 1. Business.” Corporate Services Our Corporate Services segment includes our Listing Services and Corporate Solutions businesses. 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 liquidity solutions for private companies and private funds. We are continuing to grow our recently launched U.S. Corporate Bond exchange for the listing and trading of corporate bonds. This exchange operates pursuant to The Nasdaq Stock Market exchange license and is powered by NFF. As of December 31, 2019 , there were 3,140 total listings on The Nasdaq Stock Market, including 412 ETPs. The combined market capitalization was approximately $14.9 trillion . In Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 1,040 listed companies with a combined market capitalization of approximately $1.6 trillion . Our Corporate Solutions business includes our Investor Relations Intelligence and Governance Solutions businesses, which serve both public and private companies and organizations. Our public company clients can be companies listed on our exchanges or other U.S. and global exchanges. We help organizations enhance their ability to understand and expand their global shareholder base and improve corporate governance through our suite of advanced technology, analytics, and consultative services. In October 2019, Nasdaq acquired CBE, a provider of corporate governance and compliance solutions for boards of directors, CEOs, corporate secretaries and general counsels. Nasdaq combined CBE with its Nasdaq Governance Solutions business, which includes board portal and collaboration technology solutions. We expect the combination will enhance Nasdaq's position as a leading provider of technology, research, insights and consultative services designed to advance governance excellence and collaboration at organizations worldwide. For further discussion of our Corporate Services businesses, see “Products and Services,” of “Item 1. Business.” In March 2019, we sold our BWise enterprise governance, risk and compliance software platform and in April 2018, we sold our Public Relations Solutions and Digital Media Services businesses. See Note 4, “Acquisitions and Divestitures,” for further discussion. As of December 31, 2018, BWise was classified as held for sale. See Note 5, “Assets and Liabilities Held for Sale,” for further discussion. For segment reporting purposes, we have included the revenues and expenses of BWise and the Public Relations Solutions and Digital Media Services businesses in corporate items. These businesses were part of the Corporate Solutions business, within our Corporate Services segment, prior to the date of sale. For discussion of business segments, see Note 20, “Business Segments.” Information Services Our Information Services segment includes our Market Data, Index and Investment Data & Analytics businesses. Our Market Data business sells and distributes historical and real-time quote and trade information to the sell-side, the buy-side, retail online brokers, proprietary trading shops, other venues, internet portals and data distributors. Our market data products enhance transparency of market activity within our exchanges and provide critical information to professional and non-professional investors globally. Our Index business develops and licenses Nasdaq-branded indexes, associated derivatives, and financial products and also provides custom calculation services for third-party clients. As of December 31, 2019 , we had 332 ETPs licensed to Nasdaq’s indexes which had $233 billion in AUM. Our Investment Data & Analytics business is a leading content and analytics cloud-based solutions provider used by asset managers, investment consultants and asset owners to help facilitate better investment decisions. For further discussion of our Information Services businesses, see “Products and Services,” of “Item 1. Business.” 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, buy-side firms and corporate businesses. Our Market Technology business is the sales channel for our complete global offering to other marketplaces. In January 2019, we acquired Cinnober, a Swedish financial technology provider to brokers, exchanges and clearinghouses worldwide. 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, energy products and digital currencies, and are currently powering more than 100 marketplaces in more than 50 countries. Market Technology also provides market surveillance services to broker-dealer firms worldwide, as well as risk management solutions. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The 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 7, “Investments,” for further discussion of our equity method investments. The accompanying consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results. These adjustments are of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year presentation. Use of Estimates The preparation of 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 consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Foreign Currency Foreign denominated assets and liabilities are remeasured into the functional currency at exchange rates in effect at the balance sheet date and recorded through the income statement. Gains or losses resulting from foreign currency transactions are remeasured using the rates on the dates on which those elements are recognized during the period, and are included in general, administrative and other expense in the Consolidated Statements of Income. Translation gains or losses resulting from translating our subsidiaries’ financial statements from the local functional currency to the reporting currency, net of tax, are included in accumulated other comprehensive loss within stockholders’ equity in the Consolidated Balance Sheets. Assets and liabilities are translated at the balance sheet date while revenues and expenses are translated at the date the transaction occurs or at an applicable average rate. Cash and Cash Equivalents Cash and cash equivalents include all non-restricted cash in banks and highly liquid investments with original maturities of 90 days or less at the time of purchase. Such equivalent investments included in cash and cash equivalents in the Consolidated Balance Sheets were $135 million as of December 31, 2019 and $198 million as of December 31, 2018. Cash equivalents are carried at cost plus accrued interest, which approximates fair value due to the short maturities of these investments. Restricted Cash Current restricted cash, which was $30 million as of December 31, 2019 and $41 million as of December 31, 2018, is restricted from withdrawal due to a contractual or regulatory requirement or not available for general use and is classified as restricted cash in the Consolidated Balance Sheets. As of December 31, 2019 and 2018, current restricted cash primarily includes restricted cash held for our trading and clearing businesses. Receivables, net Our receivables are concentrated with our member firms, market data distributors, listed companies and corporate solutions and market technology customers. Receivables are shown net of a reserve for uncollectible accounts. The reserve for bad debts is maintained at a level that management believes to be sufficient to absorb estimated losses in the accounts receivable portfolio. The reserve is increased by the provision for bad debts which is charged against operating results and decreased by the amount of charge-offs, net of recoveries. The provision for bad debts is included in general, administrative and other expense in the Consolidated Statements of Income. The amount charged against operating results is based on several factors including, but not limited to, the length of time a receivable is past due and our historical experience with the particular customer. In circumstances where a specific customer’s inability to meet its financial obligations is known (i.e., bankruptcy filings), we record a specific provision for bad debts against amounts due to reduce the receivable to the amount we reasonably believe will be collected. Accounts receivable are written-off against the reserve for bad debts when collection efforts cease. Due to changing economic, business and market conditions, we review the reserve for bad debts monthly and make changes to the reserve through the provision for bad debts as appropriate. If circumstances change (i.e., higher than expected defaults or an unexpected material adverse change in a major customer’s ability to pay), our estimates of recoverability could be reduced by a material amount. The total reserve netted against receivables in the Consolidated Balance Sheets was $9 million as of December 31, 2019, $13 million as of December 31, 2018 and $9 million as of December 31, 2017. The changes in the balance between periods was immaterial. Investments Purchases and sales of investment securities are recognized on settlement date. Financial investments Financial investments are primarily comprised of short-term investments with maturities greater than 90 days. These investments are bought principally to meet regulatory capital requirements mainly for our clearing operations at Nasdaq Clearing. These investments are classified as trading securities as they are generally sold in the near term. Changes in fair value of trading securities are included in other income in the Consolidated Statements of Income. Debt securities that are classified as available-for-sale investment securities are primarily comprised of commercial paper and are carried at fair value with unrealized gains and losses, net of tax, reported in accumulated other comprehensive loss within stockholders’ equity in the Consolidated Balance Sheets. Realized gains and losses on these securities are included in earnings upon disposition of the securities using the specific identification method. In addition, realized losses are recognized when management determines that a decline in value is other than temporary, which requires judgment regarding the amount and timing of recovery. For financial investments that are classified as available-for-sale securities, we also consider the extent to which cost exceeds fair value, the duration of that difference, management’s judgment about the issuer’s current and prospective financial condition, as well as our intent and ability to hold the security until recovery of the unrealized losses. Fair value of both trading and available-for-sale investment securities is generally obtained from third party pricing sources. When available, quoted market prices are used to determine fair value. If quoted market prices are not available, fair values are estimated using pricing models with observable market inputs. The inputs to the valuation models vary by the type of security being priced but are typically benchmark yields, reported trades, broker-dealer quotes, and prices of similar assets. Pricing models generally do not entail material subjectivity because the methodologies employed use inputs observed from active markets. See “Fair Value Measurements,” below for further discussion of fair value measures. Equity Securities Investments in equity securities with readily determinable fair values (other than those accounted for under the equity method or those that result in consolidation of the investee) are measured at fair value and any changes in fair value are recognized in other income in the Consolidated Statements of Income. Equity investments without readily determinable fair values are accounted for under the measurement alternative, under which investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer on a prospective basis. We assess relevant transactions that occur on or before the balance sheet date to identify observable price changes, and we regularly monitor these investments to evaluate whether there is an indication that the investment is impaired, based on t he share price from the investee's latest financing round , the performance of the investee in relation to its own operating targets, the investee's liquidity and cash position, and general market conditions. If a qualitative assessment indicates that the security is impaired, Nasdaq will estimate the fair value of the security, and if the fair value is less than the carrying amount of the security, recognize an impairment loss in net income equal to the difference in the period the impairment occurs . See Note 7, “Investments,” for further discussion of our equity securities. For the years ended December 31, 2019, 2018 and 2017, no material impairment charges were recorded on our equity securities and there were no upward or downward adjustments recorded. Our investments in equity securities are included in other non-current assets in the Consolidated Balance Sheets, as we intend to hold these investments for more than one year. Equity Method Investments In general, the equity method of accounting is used when we own 20% to 50% of the outstanding voting stock of a company or when we are able to exercise significant influence over the operating and financial policies of a company. We have certain investments in which we have determined that we have significant influence and as such account for the investments under the equity method of accounting. We record our pro-rata share of earnings or losses each period and record any dividends as a reduction in the investment balance. We evaluate our equity method investments for other-than-temporary declines in value by considering a variety of factors such as the earnings capacity of the investment and the fair value of the investment compared to its carrying amount. In addition, for investments where the market value is readily determinable, we consider the underlying stock price. If the estimated fair value of the investment is less than the carrying amount and management considers the decline in value to be other than temporary, the excess of the carrying amount over the estimated fair value is recognized in net income in the period the impairment occurs . See Note 7, “Investments,” for further discussion of our equity method investments. No material impairments were recorded to reduce the carrying value of our equity method investments in 2019, 2018 or 2017. Default Funds and Margin Deposits Nasdaq Clearing members’ cash contributions are included in default funds and margin deposits in the Consolidated Balance Sheets as both a current asset and a current liability. 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. 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 Consolidated Balance Sheets as Nasdaq Clearing does not take legal ownership of these assets and the risks and rewards remain with the clearing members. Derivative Financial Instruments and Hedging Activities Non-Designated Derivatives We use foreign exchange forward contracts to manage foreign currency exposure of intercompany loans, accounts receivable, accounts payable and other balance sheet items. These contracts are not designated as hedges for financial reporting purposes. The change in fair value of these contracts is recognized in general, administrative and other expense in the Consolidated Statements of Income and offsets the foreign currency exposure. As of December 31, 2019 and 2018, the fair value amounts of our derivative instruments were immaterial. Net Investment Hedges Net assets of our foreign subsidiaries are exposed to volatility in foreign currency exchange rates. We may utilize net investment hedges to offset the translation adjustment arising from re-measuring our investment in foreign subsidiaries. Our 2021, 2023, 2029, and 2030 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. Any increase or decrease related to the remeasurement of the 2021, 2023, 2029, and 2030 Notes into U.S. dollars is recorded in accumulated other comprehensive loss within stockholders’ equity in the Consolidated Balance Sheets. See “ 3.875% Senior Unsecured Notes Due 2021,” “ 1.75% Senior Unsecured Notes Due 2023,” “ 1.75% Senior Unsecured Notes Due 2029,” and “ 0.875% Senior Unsecured Notes Due 2030,” of Note 10, “Debt Obligations,” for further discussion. Property and Equipment, net Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method over the estimated useful lives of the related assets, which range from 10 to 40 years for buildings and improvements, 2 to 5 years for data processing equipment, and 5 to 10 years for furniture and equipment. We develop systems solutions for both internal and external use. Certain costs incurred in connection with developing or obtaining internal use software are capitalized. In addition, certain costs of computer software to be sold, leased, or otherwise marketed as a separate product or as part of a product or process are capitalized beginning when a product’s technological feasibility has been established and ending when a product is available for general release. Technological feasibility is established upon completion of a detailed program design or, in its absence, completion. Prior to reaching technological feasibility, all costs are charged to expense. Unamortized capitalized costs are included in data processing equipment and software, within property and equipment, net in the Consolidated Balance Sheets. Capitalized software costs are amortized on a straight-line basis over the estimated useful lives of the software, generally 5 to 10 years. Amortization of these costs is included in depreciation and amortization expense in the Consolidated Statements of Income. Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the remaining term of the related lease. See Note 8, “Property and Equipment, net,” for further discussion. Leases On January 1, 2019, we adopted ASU 2016-02 and elected the optional transition method to initially apply the standard at the January 1, 2019 adoption date. As a result, we applied the new lease standard prospectively to our leases existing or commencing on or after January 1, 2019. Comparative periods presented were not restated upon adoption. Similarly, new disclosures under the standard were made for periods beginning January 1, 2019, and not for prior comparative periods. Prior periods will continue to be reported under guidance in effect prior to January 1, 2019. In addition, w e elected the package of practical expedients permitted under the transition guidance within the standard, which among other things, allowed us to not reassess contracts to determine if they contain leases, lease classification and initial direct costs. Adoption of the new standard resulted in the recording of operating lease assets of $384 million , a lease liability of $425 million , as well as the elimination of deferred rent and sublease reserves of $41 million as of January 1, 2019. The standard did not impact our statements of income and had no impact on our cash flows. At contract inception, we determine whether a contract is or contains a lease. As of December 31, 2019, w e have operating leases which are primarily real estate leases for our U.S. and European headquarters and for general office space. These leases have varying lease terms with remaining maturities ranging from 3 months to 17 years . Operating lease balances are included in operating lease assets, other current liabilities, and operating lease liabilities in our Consolidated Balance Sheets as of December 31, 2019 . As of December 31, 2019 , we do not have any finance leases. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Since our leases do not provide an implicit rate, we use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date in determining the present value of lease payments. The operating lease asset also includes any lease payments made and excludes lease incentives. Our lease terms include options to extend or terminate the lease when we are reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Certain of our lease agreements include rental payments adjusted periodically for inflation based on an index or rate. These payments are included in the initial measurement of the operating lease liability and operating lease asset. However, rental payments that are based on a change in an index or a rate are considered variable lease payments and are expensed as incurred. We have lease agreements with lease and non-lease components, which are accounted for as a single performance obligation to the extent that the timing and pattern of transfer are similar for the lease and non-lease components and the lease component qualifies as an operating lease . We do not recognize lease liabilities and operating lease assets for leases with a term of 12 months or less. We recognize these lease payments on a straight-line basis over the lease term. See Note 17, “Leases,” for further discussion. Goodwill and Indefinite-Lived Intangible Assets 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 assessed for impairment annually in the fourth quarter of our fiscal year using an October 1 measurement date, or more frequently if conditions exist that indicate that the asset 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. When testing goodwill for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis to determine if it is necessary to perform a quantitative goodwill impairment test. When assessing goodwill for impairment, our decision to perform a qualitative impairment assessment for a reporting unit in a given year is influenced by a number of factors, including but not limited to, the size of the reporting unit’s goodwill, the significance of the excess of the reporting unit’s estimated fair value over its carrying amount at the last quantitative assessment date, and the amount of time in between quantitative fair value assessments. In performing a qualitative assessment, we consider the extent to which unfavorable events or circumstances identified, such as changes in economic, industry and market conditions or company specific events, could affect the comparison of the reporting unit’s fair value with its carrying amount. If we choose not to complete a qualitative assessment for a given reporting unit, or if the initial assessment indicates that it is more likely than not that the carrying amount of a reporting unit exceeds its estimated fair value, a quantitative test is required. The quantitative goodwill test consists of two steps: • The first step compares the fair value of each reporting unit with its carrying amount, including goodwill. If the reporting unit’s fair value exceeds its carrying amount, goodwill is not impaired. • If the fair value of a reporting unit is less than its carrying amount, the second step of the goodwill test is performed to measure the amount of impairment, if any. An impairment is equal to the excess of the carrying amount of goodwill over its fair value. On January 1, 2020, we adopted ASU 2017-04. See “Goodwill,” of “Recent Accounting Pronouncements,” below for further discussion. We also evaluate indefinite-lived intangible assets for impairment annually in the fourth quarter of our fiscal year using an October 1 measurement date, or more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than its carrying amount. Such evaluation includes determining the fair value of the asset and comparing the fair value of the asset with its carrying amount . If the fair value of the indefinite-lived intangible asset is less than its carrying amount , an impairment charge is recognized in an amount equal to the difference. For indefinite-lived intangible assets impairment testing, we also have the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than the carrying amount. If, after assessing the totality of events or circumstances, we determine that it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount, then we must perform additional testing of the asset. Otherwise, we conclude that no impairment is indicated and further testing is not performed. There was no impairment of goodwill for the years ended December 31, 2019, 2018 and 2017 and there were no indefinite-lived intangible asset impairment charges in 2019, 2018 and 2017. Disruptions to our business and events, such as extended economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses, may result in goodwill or indefinite-lived intangible asset impairment charges in the future. Valuation of Other Long-Lived Assets We review our other long-lived assets, such as finite-lived intangible assets and property and equipment, for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Fair value of finite-lived intangible assets and property and equipment is based on various valuation techniques. Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results. We recorded pre-tax, non-cash property and equipment asset impairment charges of $24 million in 2019. See Note 8, “Property and Equipment, net,” for a discussion of this charge. There were no other material impairments of finite-lived intangible assets or property and equipment recorded in 2019, 2018 or 2017. Revenue Recognition and Transaction-Based Expenses Revenue From Contracts With Customers Our revenue recognition policies under Topic 606 are described in the following paragraphs. Contract Balances Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our Consolidated Balance Sheets as receivables which is net of allowance for doubtful accounts of $9 million as of December 31, 2019 and $13 million as of December 31, 2018 . The changes in the balance between periods were immaterial. We do not have obligations for warranties, returns or refunds to customers. For the majority of our contracts with customers, except for our market technology and listings services contracts, our performance obligations are short-term in nature and there is no significant variable consideration. We do not have revenues recognized from performance obligations that were satisfied in prior periods. We do not provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. For contract durations that are one-year or greater, we do not have a material portion of transaction price allocated to unsatisfied performance obligations that are not included in deferred revenue other than for our market technology contracts which are discussed below under “Market Technology.” Deferred revenue primarily represents our contract liabilities related to our fees for annual and initial listings, market technology, corporate solutions and information services contracts. Deferred revenue is the only significant contract asset or liability as of December 31, 2019. See Note 9, “Deferred Revenue,” for our discussion of deferred revenue balances, activity, and expected timing of recognition. See “Revenue Recognition” below for further descriptions of our revenue contracts. Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and amortized on a straight-line basis over the period of benefit that we have determined to be the contract term or estimated service period. Sales commissions for renewal contracts are deferred and amortized on a straight-line basis over the related contractual renewal period. Amortization expense is included in compensation and benefits expense in the Consolidated Statements of Income. The balance of deferred costs and related amortization expense are not material to our consolidated financial statements. S ales commissions are expensed when incurred if contract durations are one year or less. Sales taxes are excluded from transaction prices. Certain judgments and estimates were used in the identification and timing of satisfaction of performance obligations and the related allocation of transaction price and are discussed below. We believe that these represent a faithful depiction of the transfer of services to our customers. Revenue Recognition Our primary revenue contract classifications are described below. Although we may discuss additional revenue details in our “Management's Discussion and Analysis of Financial Condition and Results of Operations,” the categories below best represent those that depict similar economic characteristics of the nature, amount, timing and uncertainty of our revenues and cash flows. Market Services Transaction-Based Trading and Clearing Transaction-based trading and clearing includes equity derivative trading and clearing, cash equity trading and FICC revenues. Nasdaq charges transaction fees for trades executed on our exchanges, as well as on orders that are routed to and executed on other market venues. Nasdaq charges clearing fees for contracts cleared with Nasdaq Clearing. In the U.S., transaction fees are based on trading volumes for trades executed on our U.S. exchanges and in Europe, transaction fees are based on the volume and value of traded and cleared contracts. In Canada, transaction fees are based on trading volumes for trades executed on our Canadian exchange. Nasdaq satisfies its performance obligation for trading services upon the execution of a customer trade and clearing services when a contract is cleared, as trading and clearing transactions are substantially complete when they are executed and we have no further obligation to the customer at that time. Transaction-based trading and clearing fees can be variable and are based on trade volume tiered discounts. Transaction revenues, as well as any tiered volume discounts, are calculated and billed monthly in accordance with our published fee schedules. In the U.S., we also pay liquidity payments to customers based on our published fee schedules. We use these payments to improve the liquidity on our markets and therefore recognize those payments as a cost of revenue. The majority of our FICC trading and clearing customers are charged transaction fees, as discussed above, which are based on the volume and value of traded and cleared contracts. We also enter into annual fixed contracts with customers trading U.S. Treasury securities. The customers are charged an annual fixed fee which is billed per the agreement, on a monthly or quarterly basis. Revenues earned on fixed contracts are recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer since the customer receives and consumes the benefit as Nasdaq provides the service. For U.S. equity derivative trading, we credit a portion of the per share execution charge to the market participant that provides the liquidity. For U.S. cash equity trading, for Nasdaq and Nasdaq PSX, we credit a portion of the per share execution charge to the market participant that provides the liquidity and for Nasdaq BX, we credit a portion of the per share execution charge to the market participant that takes the liquidity. We record these credits as transaction rebates that are included in transaction-based expense in the Consolidated Statements of Income. These transaction rebates are paid on a monthly basis and the amounts due are included in accounts payable and accrued expenses in the Consolidated Balance Sheets. In the U.S., we pay Section 31 fees to the SEC for supervision and regulation of securities markets. We pass these costs along to our customers through our equity derivative trading and clearing fees and our cash equity trading fees. We collect the fees as a pass-through charge from organizations executing eligible trades on our options exchanges and our cash equity platforms and we recognize these amounts in transaction-based expenses when incurred. Section 31 fees received are included in cash and cash equivalents in the Consolidated Balance Sheets at the time of receipt and, as required by law, the amount due to the SEC is remitted semiannually and recorded as Section 31 fees payable to the SEC in the Consolidated Balance Sheets until paid. Since the amount recorded as revenues is equal to the amount recorded as transaction-based expenses, there is no impact on our revenues less transaction-based expenses. As we hold the cash received until payment to the SEC, we earn interest income on the related cash balances. Under our Limitation of Liability Rule and procedures, we may, subject to certain caps, provide compensation for losses directly resulting from our systems’ actual failure to correctly process an order, quote, message or other data into our platform. We do not record a liability for any potential claims that may be submitted under the Limitation of Liability Rule unless they meet the provisions required in accordance with U.S. GAAP. As such, losses arising as a result of the rule are accrued and charged to expense only if the loss is probable and estimable. Trade Management Services We provide market participants with a wide variety of alternatives for connecting to and accessing our markets for a fee. We also offer market participants colocation services, whereby we charge firms for cabinet space and power to house their own equipment and servers within our data centers. These participants are charged monthly fees for cabinet space, connectivity and support in accordance with our published fee schedules. These fees are recognized on a monthly basis when the performance obligation is met. We also earn revenues from annual and monthly exchange membership and registration fees. Revenues for providing access to our markets, colocation services and monthly exchange membership and registration fees are recognized on a monthly basis as the service is provided. Revenues from annual fees for exchange membership and registration fees are recognized ratably over the following 12-month period since the customer receives and consumes the benefit as Nasdaq |
Revenue From Contracts With Cus
Revenue From Contracts With Customers | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue From Contracts With Customers | Revenue From Contracts With Customers Disaggregation of Revenue The following tables summarize the disaggregation of revenue by major product and service and by segment for the years ended December 31, 2019 , 2018 and 2017 : Year Ended December 31, 2019 Market Services Corporate Services Information Services Market Technology Other Revenues Consolidated (in millions) Transaction-based trading and clearing, net $ 621 $ — $ — $ — $ — $ 621 Trade management services 291 — — — — 291 Listing services — 296 — — — 296 Corporate solutions — 200 — — — 200 Market data — — 398 — — 398 Index — — 223 — — 223 Investment data & analytics — — 158 — — 158 Market technology — — — 338 — 338 Other revenues — — — — 10 10 Revenues less transaction-based expenses $ 912 $ 496 $ 779 $ 338 $ 10 $ 2,535 Year Ended December 31, 2018 Market Services Corporate Services Information Services Market Technology Other Revenues Consolidated (in millions) Transaction-based trading and clearing, net $ 666 $ — $ — $ — $ — $ 666 Trade management services 292 — — — — 292 Listing services — 290 — — — 290 Corporate solutions — 197 — — — 197 Market data — — 390 — — 390 Index — — 206 — — 206 Investment data & analytics — — 118 — — 118 Market technology — — — 270 — 270 Other revenues — — — — 97 97 Revenues less transaction-based expenses $ 958 $ 487 $ 714 $ 270 $ 97 $ 2,526 Year Ended December 31, 2017 Market Services Corporate Services Information Services Market Technology Other Revenues Consolidated (in millions) Transaction-based trading and clearing, net $ 590 $ — $ — $ — $ — $ 590 Trade management services 291 — — — — 291 Listing services — 267 — — — 267 Corporate solutions — 192 — — — 192 Market data — — 369 — — 369 Index — — 171 — — 171 Investment data & analytics — — 48 — — 48 Market technology — — — 247 — 247 Other revenues — — — — 236 236 Revenues less transaction-based expenses $ 881 $ 459 $ 588 $ 247 $ 236 $ 2,411 For the year ended December 31, 2019 , approximately 65.1% of Market Services revenues were recognized at a point in time and 34.9% were recognized over time. For the year ended December 31, 2018 , approximately 63.6% of Market Services revenues were recognized at a point in time and 36.4% were recognized over time. For the year ended December 31, 2017, approximately 62.7% Market Services revenues were recognized at a point in time and 37.3% recognized over time. Substantially all revenues from the Corporate Services, Information Services and Market Technology segments were recognized over time for the years ended December 31, 2019 , 2018 and 2017 . * * * * * * Contract Balances Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our Consolidated Balance Sheets as receivables which are net of allowance for doubtful accounts of $9 million as of December 31, 2019 and $13 million as of December 31, 2018 . The changes in the balance between periods were immaterial. We do not have obligations for warranties, returns or refunds to customers. For the majority of our contracts with customers, except for our market technology and listings services contracts, our performance obligations are short-term in nature and there is no significant variable consideration. We do not have revenues recognized from performance obligations that were satisfied in prior periods. We do not provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. Excluding our market technology contracts, for contract durations that are one-year or greater, materially all of the transaction price allocated to unsatisfied performance obligations is included in deferred revenue. For our market technology contracts, the portion of transaction price allocated to unsatisfied performance obligations is shown in the table below. Deferred revenue primarily represents our contract liabilities related to our fees for annual and initial listings, market technology, corporate solutions and information services contracts. Deferred revenue is the only significant contract asset or liability as of December 31, 2019 . See Note 9, “Deferred Revenue,” for our discussion on deferred revenue balances, activity, and expected timing of recognition. * * * * * * Transaction Price Allocated to Remaining Performance Obligations As stated above, for contract durations that are one-year or greater, we do not have a material portion of transaction price allocated to unsatisfied performance obligations that are not included in deferred revenue other than for our market technology contracts. For our market technology contracts, t he following table summarizes the amount of the transaction price allocated to performance obligations that are unsatisfied as of December 31, 2019 : (in millions) 2020 $ 320 2021 235 2022 108 2023 74 2024 56 2025 and thereafter 94 Total $ 887 Market technology deferred revenue, as discussed in Note 9, “Deferred Revenue,” represents consideration received that is yet to be recognized as revenue for unsatisfied performance obligations. Deferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the year ended December 31, 2019 are reflected in the following table: Initial Listing Revenues Annual Listings Revenues Corporate Solutions Revenues Information Services Revenues Market Technology Revenues Other (1) Total (in millions) Balance at December 31, 2018 $ 66 $ 4 $ 36 $ 80 $ 75 $ 20 $ 281 Deferred revenue billed in the current period, net of recognition 30 2 41 62 34 9 178 Revenue recognized that was included in the beginning of the period (26 ) (4 ) (36 ) (59 ) (40 ) (13 ) (178 ) Translation adjustment (1 ) — — (1 ) (3 ) (2 ) (7 ) Balance at December 31, 2019 $ 69 $ 2 $ 41 $ 82 $ 66 $ 14 $ 274 ____________ (1) Primarily includes deferred revenue from listing of additional shares fees. In the U.S., these fees will continue to run-off as a result of the implementation of our all-inclusive annual fee. Listing of additional shares fees are included in our Listing Services business. As of December 31, 2019 , we estimate that our deferred revenue will be recognized in the following years: Initial Listing Revenues Annual Listings Revenues Corporate Solutions Revenues Information Services Revenues Market Technology Revenues Other (1) Total (in millions) Fiscal year ended: 2020 $ 26 $ 2 $ 39 $ 80 $ 54 $ 10 $ 211 2021 19 — 2 2 12 3 38 2022 11 — — — — 1 12 2023 8 — — — — — 8 2024 and thereafter 5 — — — — — 5 Total $ 69 $ 2 $ 41 $ 82 $ 66 $ 14 $ 274 ____________ (1) Other primarily includes revenues from U.S. listing of additional shares fees which are included in our Listing Services business. 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. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | Acquisitions and Divestitures 2019 Acquisitions and Divestitures We completed various acquisitions and divestitures in 2019. The financial results of each transaction are included in our consolidated financial statements from the date of each acquisition or divestiture. 2019 Divestitures Divestiture of BWise In March 2019, we sold our BWise enterprise governance, risk and compliance software platform, which was part of our Corporate Solutions business within our Corporate Services segment, to SAI Global and recognized a pre-tax gain on the sale of $27 million , net of disposal costs ( $20 million after tax). The pre-tax gain is included in net gain on divestiture of businesses in the Consolidated Statements of Income for the year ended December 31, 2019. As of December 31, 2018, the assets and liabilities of BWise were held for sale. See Note 5, “Assets and Liabilities Held For Sale,” for further discussion. Divestiture of Nordic Fund Market In October 2019, we sold the Nordic Fund Market, an electronic mutual fund service which was a small part of our Broker Services business. 2019 Acquisitions Acquisition of Cinnober Purchase Consideration Total Net Assets Acquired Total Net Deferred Tax Liability Acquired Goodwill (in millions) Cinnober $ 219 $ 18 $ (19 ) $ 74 $ 146 In January 2019, we acquired Cinnober, a Swedish financial technology provider to brokers, exchanges and clearinghouses worldwide for $219 million . Cinnober is part of our Market Technology segment. Nasdaq used cash on hand to fund this acquisition. The amounts in the table above represent the final allocation of the purchase price. The allocation of the purchase price was subject to revision during 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 are recorded in the reporting period in which the adjustment amounts are determined. In 2019, we recorded a measurement period adjustment of $4 million which resulted in a decrease to net assets acquired and an increase in goodwill and a measurement period adjustment of $5 million which resulted in a decrease to acquired intangible assets and an increase in goodwill. These adjustments relate to new information obtained during the period regarding the acquisition date fair values of an acquired equity investment and an acquired customer relationship intangible asset. These adjustments did not result in an impact to our Consolidated Statements of Income. The allocation of the purchase price for Cinnober was finalized in December 2019. See “Intangible Assets” below for further discussion of intangible assets acquired in the Cinnober acquisition. Acquisition of Center for Board Excellence In October 2019, we acquired CBE, a provider of corporate governance and compliance solutions for boards of directors, CEOs, corporate secretaries and general counsels. CBE is part of our Corporate Services segment. 2018 Acquisition and Divestiture We completed an acquisition and a divestiture in 2018. Financial results of each transaction are included in our consolidated financial statements from the date of the acquisition or divestiture. 2018 Acquisition Acquisition of Quandl In November 2018, we acquired Quandl, Inc., a provider of alternative and core financial data. Quandl is part of our Information Services segment. Nasdaq used issuances of commercial paper to fund this acquisition. 2018 Divestiture In April 2018, we sold our Public Relations Solutions and Digital Media Services businesses, which were part of our Corporate Solutions business, to West Corporation and recognized a pre-tax net gain on the sale of $33 million , net of disposal costs ( $14 million after tax), which includes a post-closing working capital adjustment of $8 million ( $5 million after tax) recorded in September 2018. The total net pre-tax gain is included in net gain on divestiture of businesses in the Consolidated Statements of Income for 2018. Intangible Assets The following table presents the details of the customer relationships intangible asset at the date of acquisition for Cinnober which was the significant acquired intangible asset for this acquisition. All acquired intangible assets with finite lives are amortized using the straight-line method. Customer relationships (in millions) $ 67 Discount rate used 9.5 % Estimated average useful life 13 years Customer Relationships Customer relationships represent the non-contractual and contractual relationships with customers. Methodology 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 acquisition of Cinnober, 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 5 years . Estimated Useful Life We estimate the 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 consolidated financial statements for the years ended December 31, 2019, 2018 and 2017 include the financial results of the above acquisitions from the date of each acquisition. Pro forma financial results 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 Consolidated Statements of Income. |
Assets and Liabilities Held For
Assets and Liabilities Held For Sale | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets and Liabilities Held For Sale | Assets and Liabilities Held For Sale In 2018, we decided to sell BWise, our enterprise governance, risk and compliance software platform and this business was recorded as held for sale as of December 31, 2018. BWise was part of our Corporate Solutions business within our Corporate Services segment. We determined that we met all of the criteria to classify the assets and liabilities of BWise as held for sale. The disposal of BWise did not represent a strategic shift that would have a major effect on our operations and financial results and was, therefore, not classified as discontinued operations. As a result of this classification, the assets and liabilities of this business were recorded at the lower of their carrying amount or fair value less costs to sell. In March 2019, we completed the sale of BWise and recognized a pre-tax gain on the sale of $27 million , net of disposal costs ( $20 million after tax). See “2019 Divestitures,” of Note 4, “Acquisitions and Divestitures,” for further discussion. Major Classes of Assets and Liabilities Held For Sale The carrying amounts of the major classes of assets and liabilities that were classified as held for sale at December 31, 2018 were as follows: December 31, 2018 (in millions) Receivables, net $ 13 Property and equipment, net 10 Goodwill (1) 47 Intangible assets, net (2) 16 Other assets 3 Total assets held for sale (3) $ 89 Deferred tax liabilities $ 4 Deferred revenue 12 Other current liabilities 4 Total liabilities held for sale (4) $ 20 ____________ (1) The assignment of goodwill was based on the relative fair value of the disposal group and the portion of the remaining reporting unit. (2) Primarily represents customer relationships. (3) Included in other current assets in the Consolidated Balance Sheets as of December 31, 2018. (4) Included in other current liabilities in the Consolidated Balance Sheets as of December 31, 2018. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
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 year ended December 31, 2019 : Market Services Corporate Services Information Services Market Technology Total (in millions) Balance at December 31, 2018 $ 3,430 $ 455 $ 2,333 $ 145 $ 6,363 Goodwill acquired — 10 — 137 147 Measurement period adjustments — — — 9 9 Sale of business (16 ) — — — (16 ) Foreign currency translation adjustment (72 ) (5 ) (50 ) (10 ) (137 ) Balance at December 31, 2019 $ 3,342 $ 460 $ 2,283 $ 281 $ 6,366 The goodwill acquired for Corporate Services shown above relates to our acquisition of CBE and the goodwill acquired for Market Technology relates to our acquisition of Cinnober. See “2019 Acquisitions,” of Note 4, “Acquisitions and Divestitures,” for further discussion of these acquisitions. As of December 31, 2019, the amount of goodwill that is expected to be deductible for tax purposes in future periods related to Cinnober is $141 million . For further discussion of the measurement period adjustments of $9 million shown above, see “2019 Acquisitions,” of Note 4, “Acquisitions and Divestitures.” These adjustments are included in our Consolidated Balance Sheets as of December 31, 2019 . The sale of business relates to the sale of the Nordic Fund Market, which was a small unit of our Broker Services business. 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 years ended December 31, 2019 and 2018 ; however, events such as extended economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses 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: December 31, 2019 December 31, 2018 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount (in millions) (in millions) Finite-Lived Intangible Assets Technology $ 63 $ (19 ) $ 44 $ 54 $ (15 ) $ 39 Customer relationships 1,596 (532 ) 1,064 1,532 (456 ) 1,076 Other 18 (5 ) 13 17 (2 ) 15 Foreign currency translation adjustment (159 ) 55 (104 ) (149 ) 64 (85 ) Total finite-lived intangible assets $ 1,518 $ (501 ) $ 1,017 $ 1,454 $ (409 ) $ 1,045 Indefinite-Lived Intangible Assets Exchange and clearing registrations $ 1,257 $ — $ 1,257 $ 1,257 $ — $ 1,257 Trade names 121 — 121 122 — 122 Licenses 52 — 52 52 — 52 Foreign currency translation adjustment (198 ) — (198 ) (176 ) — (176 ) Total indefinite-lived intangible assets $ 1,232 $ — $ 1,232 $ 1,255 $ — $ 1,255 Total intangible assets $ 2,750 $ (501 ) $ 2,249 $ 2,709 $ (409 ) $ 2,300 Amortization expense for acquired finite-lived intangible assets was $101 million for the year ended December 31, 2019 , $109 million for the year ended December 31, 2018 , and $92 million for the year ended December 31, 2017. Amortization expense decreased in 2019 primarily due to certain assets becoming fully amortized in the fourth quarter of 2018, partially offset by additional amortization expense associated with acquired intangible assets in 2019. These amounts are included in depreciation and amortization expense in the Consolidated Statements of Income. The estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $104 million as of December 31, 2019 ) of acquired finite-lived intangible assets as of December 31, 2019 is as follows: (in millions) 2020 $ 105 2021 104 2022 100 2023 98 2024 97 2025 and thereafter 617 Total $ 1,121 |
Investments
Investments | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments The following table presents the details of our investments: December 31, December 31, (in millions) Trading securities $ 291 $ 259 Available-for-sale investment securities — 9 Financial investments $ 291 $ 268 Equity method investments $ 156 $ 135 Equity securities $ 49 $ 44 Financial Investments Trading Securities Trading securities, which are included in financial investments in the Consolidated Balance Sheets, are primarily comprised of highly rated European government debt securities, time deposits and highly rated corporate debt, of which $169 million as of December 31, 2019 and $166 million as of December 31, 2018 , are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing. Available-for-Sale Investment Securities As of December 31, 2018, available-for-sale investment securities, which are included in financial investments in the Consolidated Balance Sheets, were primarily comprised of commercial paper. As of December 31, 2019 and 2018, the cumulative unrealized gains and losses on these securities were immaterial. Equity Method Investments As of December 31, 2019 and 2018, our equity method investments primarily included our equity interest in OCC. The carrying amounts of our equity method investments are included in other non-current assets in the Consolidated Balance Sheets. No material impairments were recorded to reduce the carrying value of our equity method investments for the years ended December 31, 2019, 2018 or 2017. Net income recognized from our equity interest in the earnings and losses of these equity method investments was $84 million for the year ended December 31, 2019 , $18 million for the year ended December 31, 2018 , and $15 million for the year ended December 31, 2017. The change for the year ended December 31, 2019 compared with the same period in 2018 is primarily due to an increase in income recognized from our investment in OCC. Following the disapproval of the OCC capital plan in February 2019, described below, OCC suspended customer rebates and dividends to owners, including the unpaid dividend on 2018 results which Nasdaq expected to receive in March 2019. We were not able to determine the impact of the disapproval of the OCC capital plan on OCC's 2018 net income until March 2019, when OCC's 2018 financial statements were made available to us. As a result, in March 2019, we recognized an additional $36 million of income relating to our share of OCC's net income for the year ended December 31, 2018. We also recognized our share of OCC's net income of $48 million for the year ended December 31, 2019 . OCC Capital Plan In March 2015, OCC implemented a capital plan under which the options exchanges that are OCC’s stockholders contributed $150 million of new equity capital to OCC, committed to make future replenishment capital contributions under certain circumstances, and received commitments regarding future dividend payments and related matters. Nasdaq PHLX and ISE each contributed $30 million of new equity capital under the OCC capital plan. OCC adopted specific policies with respect to fees, customer refunds and stockholder dividends, which envisioned an annual dividend equal to the portion of OCC’s after-tax income that exceeded OCC’s capital requirements after payment of refunds to OCC’s clearing members (such refunds were generally 50% of the portion of OCC’s pre-tax income that exceeded OCC’s capital requirements). In 2018, 2017 and 2016, OCC disbursed annual dividends under the capital plan and Nasdaq, as the beneficial owner of shares held by Nasdaq PHLX and ISE, received $13 million in 2018 and $10 million in 2017. In February 2016, after the SEC approved the rule change establishing the OCC capital plan, certain industry participants appealed that approval in the U.S. Court of Appeals. In February 2019, on remand from the Court of Appeals, the SEC disapproved the OCC rule change that established the capital plan. OCC began a phased return of capital contributed under the capital plan, and we received $44 million in February 2019, and the remaining $16 million in November 2019. As a result of the SEC's disapproval of the rule change, we are also released from any future capital replenishment obligations under the 2015 capital plan. Equity Securities The carrying amounts of our equity securities are included in other non-current assets in the Consolidated Balance Sheets. We elected the measurement alternative for primarily all of our equity securities as they do not have a readily determinable fair value. No material adjustments were made to the carrying value of our equity securities during the years ended December 31, 2019, 2018 and 2017. As of December 31, 2019 and 2018, our equity securities represent various strategic investments made through our corporate venture program and as of December 2019, also include investments acquired through various acquisitions. In December 2018, we sold our 5.0% ownership interest in LCH for $169 million in cash. As a result of the sale, we recognized a pre-tax gain of $118 million ( $93 million after tax). The gain is included in gain on sale of investment security in the Consolidated Statements of Income for the year ended December 31, 2018. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net The following table presents our major categories of property and equipment, net: Year Ended December 31, 2019 2018 (in millions) Data processing equipment and software $ 565 $ 526 Furniture, equipment and leasehold improvements 305 274 Total property and equipment 870 800 Less: accumulated depreciation and amortization (486 ) (424 ) Total property and equipment, net $ 384 $ 376 Depreciation and amortization expense for property and equipment was $89 million for the year ended December 31, 2019 , $101 million for the year ended December 31, 2018 , and $96 million for the year ended December 31, 2017. These amounts are included in depreciation and amortization expense in the Consolidated Statements of Income. In 2019, we recorded pre-tax, non-cash property and equipment asset impairment charges of $24 million related to capitalized software that was retired. This charge is included in restructuring charges in the Consolidated Statements of Income. See Note 21, “Restructuring Charges,” for a discussion of our 2019 restructuring plan. There were no other material impairments of property and equipment recorded in 2019, 2018 or 2017. As of December 31, 2019 and 2018, we did not own any real estate properties. |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue | Revenue From Contracts With Customers Disaggregation of Revenue The following tables summarize the disaggregation of revenue by major product and service and by segment for the years ended December 31, 2019 , 2018 and 2017 : Year Ended December 31, 2019 Market Services Corporate Services Information Services Market Technology Other Revenues Consolidated (in millions) Transaction-based trading and clearing, net $ 621 $ — $ — $ — $ — $ 621 Trade management services 291 — — — — 291 Listing services — 296 — — — 296 Corporate solutions — 200 — — — 200 Market data — — 398 — — 398 Index — — 223 — — 223 Investment data & analytics — — 158 — — 158 Market technology — — — 338 — 338 Other revenues — — — — 10 10 Revenues less transaction-based expenses $ 912 $ 496 $ 779 $ 338 $ 10 $ 2,535 Year Ended December 31, 2018 Market Services Corporate Services Information Services Market Technology Other Revenues Consolidated (in millions) Transaction-based trading and clearing, net $ 666 $ — $ — $ — $ — $ 666 Trade management services 292 — — — — 292 Listing services — 290 — — — 290 Corporate solutions — 197 — — — 197 Market data — — 390 — — 390 Index — — 206 — — 206 Investment data & analytics — — 118 — — 118 Market technology — — — 270 — 270 Other revenues — — — — 97 97 Revenues less transaction-based expenses $ 958 $ 487 $ 714 $ 270 $ 97 $ 2,526 Year Ended December 31, 2017 Market Services Corporate Services Information Services Market Technology Other Revenues Consolidated (in millions) Transaction-based trading and clearing, net $ 590 $ — $ — $ — $ — $ 590 Trade management services 291 — — — — 291 Listing services — 267 — — — 267 Corporate solutions — 192 — — — 192 Market data — — 369 — — 369 Index — — 171 — — 171 Investment data & analytics — — 48 — — 48 Market technology — — — 247 — 247 Other revenues — — — — 236 236 Revenues less transaction-based expenses $ 881 $ 459 $ 588 $ 247 $ 236 $ 2,411 For the year ended December 31, 2019 , approximately 65.1% of Market Services revenues were recognized at a point in time and 34.9% were recognized over time. For the year ended December 31, 2018 , approximately 63.6% of Market Services revenues were recognized at a point in time and 36.4% were recognized over time. For the year ended December 31, 2017, approximately 62.7% Market Services revenues were recognized at a point in time and 37.3% recognized over time. Substantially all revenues from the Corporate Services, Information Services and Market Technology segments were recognized over time for the years ended December 31, 2019 , 2018 and 2017 . * * * * * * Contract Balances Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our Consolidated Balance Sheets as receivables which are net of allowance for doubtful accounts of $9 million as of December 31, 2019 and $13 million as of December 31, 2018 . The changes in the balance between periods were immaterial. We do not have obligations for warranties, returns or refunds to customers. For the majority of our contracts with customers, except for our market technology and listings services contracts, our performance obligations are short-term in nature and there is no significant variable consideration. We do not have revenues recognized from performance obligations that were satisfied in prior periods. We do not provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. Excluding our market technology contracts, for contract durations that are one-year or greater, materially all of the transaction price allocated to unsatisfied performance obligations is included in deferred revenue. For our market technology contracts, the portion of transaction price allocated to unsatisfied performance obligations is shown in the table below. Deferred revenue primarily represents our contract liabilities related to our fees for annual and initial listings, market technology, corporate solutions and information services contracts. Deferred revenue is the only significant contract asset or liability as of December 31, 2019 . See Note 9, “Deferred Revenue,” for our discussion on deferred revenue balances, activity, and expected timing of recognition. * * * * * * Transaction Price Allocated to Remaining Performance Obligations As stated above, for contract durations that are one-year or greater, we do not have a material portion of transaction price allocated to unsatisfied performance obligations that are not included in deferred revenue other than for our market technology contracts. For our market technology contracts, t he following table summarizes the amount of the transaction price allocated to performance obligations that are unsatisfied as of December 31, 2019 : (in millions) 2020 $ 320 2021 235 2022 108 2023 74 2024 56 2025 and thereafter 94 Total $ 887 Market technology deferred revenue, as discussed in Note 9, “Deferred Revenue,” represents consideration received that is yet to be recognized as revenue for unsatisfied performance obligations. Deferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the year ended December 31, 2019 are reflected in the following table: Initial Listing Revenues Annual Listings Revenues Corporate Solutions Revenues Information Services Revenues Market Technology Revenues Other (1) Total (in millions) Balance at December 31, 2018 $ 66 $ 4 $ 36 $ 80 $ 75 $ 20 $ 281 Deferred revenue billed in the current period, net of recognition 30 2 41 62 34 9 178 Revenue recognized that was included in the beginning of the period (26 ) (4 ) (36 ) (59 ) (40 ) (13 ) (178 ) Translation adjustment (1 ) — — (1 ) (3 ) (2 ) (7 ) Balance at December 31, 2019 $ 69 $ 2 $ 41 $ 82 $ 66 $ 14 $ 274 ____________ (1) Primarily includes deferred revenue from listing of additional shares fees. In the U.S., these fees will continue to run-off as a result of the implementation of our all-inclusive annual fee. Listing of additional shares fees are included in our Listing Services business. As of December 31, 2019 , we estimate that our deferred revenue will be recognized in the following years: Initial Listing Revenues Annual Listings Revenues Corporate Solutions Revenues Information Services Revenues Market Technology Revenues Other (1) Total (in millions) Fiscal year ended: 2020 $ 26 $ 2 $ 39 $ 80 $ 54 $ 10 $ 211 2021 19 — 2 2 12 3 38 2022 11 — — — — 1 12 2023 8 — — — — — 8 2024 and thereafter 5 — — — — — 5 Total $ 69 $ 2 $ 41 $ 82 $ 66 $ 14 $ 274 ____________ (1) Other primarily includes revenues from U.S. listing of additional shares fees which are included in our Listing Services business. 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 | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations The following table presents the changes in the carrying amount of our debt obligations during the year ended December 31, 2019 : December 31, 2018 Additions Payments, Accretion December 31, 2019 Short-term debt: (in millions) Commercial paper $ 275 $ 4,678 $ (4,562 ) $ 391 Senior unsecured floating rate notes repaid on March 22, 2019 500 — (500 ) — 5.55% senior unsecured notes repaid on May 1, 2019 ( 1) 599 — (599 ) — $400 million senior unsecured term loan facility repaid on June 28, 2019 (average interest rate of 4.00% for the period January 1, 2019 through June 28, 2019) 100 — (100 ) — Total short-term debt 1,474 4,678 (5,761 ) 391 Long-term debt: 3.875% senior unsecured notes due June 7, 2021 686 — (15 ) 671 4.25% senior unsecured notes due June 1, 2024 497 — — 497 1.75% senior unsecured notes due May 19, 2023 682 — (14 ) 668 3.85% senior unsecured notes due June 30, 2026 496 — 1 497 1.75% senior unsecured notes due March 28, 2029 — 665 — 665 $1 billion senior unsecured revolving credit facility due April 25, 2022 (4 ) 15 (13 ) (2 ) Total long-term debt 2,357 680 (41 ) 2,996 Total debt obligations $ 3,831 $ 5,358 $ (5,802 ) $ 3,387 ____________ (1) Balance was reclassified to short-term debt as of March 31, 2019. Commercial Paper Program Our U.S. dollar commercial paper program is supported by our 2017 Credit Facility which provides liquidity support for the repayment of commercial paper issued through the commercial paper program. See “2017 Credit Facility” below for further discussion of our 2017 Credit Facility. The effective interest rate of commercial paper issuances fluctuates as short term interest rates and demand fluctuate. The fluctuation of these rates due to market conditions may impact our interest expense. As of December 31, 2019 , commercial paper notes in the table above reflect the aggregate principal amount, less the unamortized discount which is being accreted through interest expense over the life of the applicable notes. The original maturities of these notes range from 17 days to 45 days and as of December 31, 2019 , the weighted-average maturity is 13 days with the weighted-average effective interest rate being 2.05% per annum. 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 December 31, 2019 , 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. For our Euro denominated notes, the “Payments, Accretion and Other” column also includes the impact of foreign currency translation. 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. 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. Senior Unsecured Floating Rate Notes In March 2019, we used net proceeds from the sale of commercial paper and cash on hand and repaid all of our 2019 Notes. Nasdaq issued the 2019 Notes in September 2017. The 2019 Notes paid interest quarterly in arrears at a rate equal to the three-month U.S. dollar LIBOR as determined at the beginning of each quarterly period plus 0.39% per annum until March 22, 2019. Early Extinguishment of 5.55% Senior Unsecured Notes Due 2020 Nasdaq issued the 2020 Notes in January 2010. The 2020 Notes paid interest semiannually at a rate of 5.55% per annum. In May 2019, we primarily used the net proceeds from the 2029 Notes to repay in full and terminate our 2020 Notes. For further discussion of the 2029 Notes, see “ 1.75% Senior Unsecured Notes Due 2029” below. In connection with the early extinguishment of the 2020 Notes, we recorded a charge of $11 million , which primarily included a make-whole redemption price premium. This charge is included in general, administrative and other expense in the Consolidated Statements of Income for the year ended December 31, 2019 . 3.875% Senior Unsecured Notes Due 2021 In February 2020, we issued a redemption notice to redeem all €600 million aggregate principal amount outstanding of our 2021 Notes, in accordance with the redemption provisions in the indenture governing the 2021 Notes. Upon completion of the redemption, no 2021 Notes will remain outstanding. Nasdaq issued the 2021 Notes in June 2013. The 2021 Notes pay interest annually at a rate of 3.875% per annum. Nasdaq will primarily use the net proceeds from the sale of the 2030 Notes to redeem the 2021 Notes and for other general corporate purposes. For further discussion of the 2030 Notes, see “ 0.875% Senior Unsecured Notes Due 2030” below. The 2021 Notes were designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. The decrease in the carrying amount of $15 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 Consolidated Balance Sheets as of December 31, 2019 . 4.25% Senior Unsecured Notes Due 2024 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 Due 2023 In May 2016, Nasdaq issued the 2023 Notes. 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 decrease in the carrying amount of $14 million noted in the “Payments, Accretion and Other” column in the table above primarily reflects the translation of the 2023 Notes into U.S. dollars and is recorded in accumulated other comprehensive loss within stockholders’ equity in the Consolidated Balance Sheets as of December 31, 2019 . 3.85% Senior Unsecured Notes Due 2026 In June 2016, Nasdaq issued the 2026 Notes. 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% . 1.75% Senior Unsecured Notes Due 2029 In April 2019, Nasdaq issued the 2029 Notes. The 2029 Notes pay interest annually in arrears, beginning on March 28, 2020 at a rate of 1.75% per annum until March 28, 2029 and such rate may vary with Nasdaq’s debt rating up to a rate not to exceed 3.75% . The 2029 Notes may be redeemed by Nasdaq at any time, subject to a make-whole amount. The proceeds from the 2029 Notes, approximately $665 million after deducting the underwriting discount and expenses of the offering, were primarily used to redeem the 2020 Notes. For further discussion of the 2020 Notes, see “Early Extinguishment of 5.55% Senior Unsecured Notes Due 2020” above. The 2029 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 translation impact of the 2029 Notes into U.S. dollars was immaterial as of December 31, 2019 . 0.875% Senior Unsecured Notes Due 2030 In February 2020, Nasdaq issued the 2030 Notes. The 2030 Notes pay interest annually in arrears, beginning on February 13, 2021 and may be redeemed by Nasdaq at any time, subject to a make-whole amount. The proceeds from the 2030 Notes, approximately $648 million after deducting the underwriting discount and expenses of the offering, will primarily be used to redeem the 2021 Notes and for other general corporate purposes. For further discussion of the 2021 Notes, see “ 3.875% Senior Unsecured Notes Due 2021” above. The 2030 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. Credit Facilities Early Extinguishment of 2016 Credit Facility In March 2016, Nasdaq entered into the 2016 Credit Facility. Under our 2016 Credit Facility, borrowings bore interest on the principal amount outstanding 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 varied with Nasdaq’s debt rating. In June 2019, we used proceeds from issuances of commercial paper to repay in full and terminate our 2016 Credit Facility. 2017 Credit Facility In April 2017, Nasdaq entered into the 2017 Credit Facility. The 2017 Credit Facility consists of a $1 billion five-year revolving credit facility (with sublimits for non-dollar borrowings, swingline borrowings and letters of credit), which replaced a former credit facility. Nasdaq intends to use funds available under the 2017 Credit Facility for general corporate purposes and to provide liquidity support for the repayment of commercial paper issued through the commercial paper program. Nasdaq is permitted to repay borrowings under our 2017 Credit Facility at any time in whole or in part, without penalty. As of December 31, 2019 , no amounts were outstanding on the 2017 Credit Facility. The $2 million balance represents unamortized debt issuance costs which are being accreted through interest expense over the life of the credit facility. Of the $1 billion that is available for borrowing, $392 million provides liquidity support for the commercial paper program and for a letter of credit. As such, as of December 31, 2019 , the total remaining amount available under the 2017 Credit Facility was $608 million excluding the amounts that support the commercial paper program and letter of credit. See “Commercial Paper Program” above for further discussion of our commercial paper program. Under our 2017 Credit Facility, borrowings under the revolving credit facility and swingline borrowings bear interest on the principal amount outstanding at 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. We are charged commitment fees of 0.125% to 0.4% , depending on our credit rating, whether or not amounts have been borrowed. These commitment fees are included in interest expense and were not material for both the years ended December 31, 2019 and 2018. The 2017 Credit Facility contains financial and operating covenants. Financial covenants include a minimum interest expense coverage ratio and a maximum leverage ratio. Operating covenants include, among other things, limitations on Nasdaq’s ability to incur additional indebtedness, grant liens on assets, dispose of assets and make certain restricted payments. The facility also contains customary affirmative covenants, including access to financial statements, notice of defaults and certain other material events, maintenance of properties and insurance, and events of default, including cross-defaults to our material indebtedness. The 2017 Credit Facility includes an option for Nasdaq to increase the available aggregate amount by up to $500 million , subject to the consent of the lenders funding the increase and certain other conditions. Other Credit Facilities We also have credit facilities primarily related to our Nasdaq Clearing operations in order to provide further liquidity. These credit facilities, which are available in multiple currencies, totaled $203 million as of December 31, 2019 and $234 million as of December 31, 2018 in available liquidity, of which $15 million was utilized as of December 31, 2019 and none of which was utilized as of December 31, 2018 . Debt Covenants As of December 31, 2019 , we were in compliance with the covenants of all of our debt obligations. Transition from LIBOR Nasdaq is currently evaluating the impact of the transition from LIBOR as an interest rate benchmark to other potential alternative reference rates. Currently, Nasdaq has debt instruments in place that reference LIBOR-based rates. As of December 31, 2019, we do not have material risk exposure to LIBOR through our outstanding debt instruments. The transition from LIBOR is estimated to take place in 2021 and Nasdaq will continue to actively assess the related opportunities and risks involved in this transition. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [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 Consolidated Statements of Income was $13 million for the year ended December 31, 2019 , $14 million for the year ended December 31, 2018, and $13 million for the year ended December 31, 2017. 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 Consolidated Statements of Income and was $20 million for the year ended December 31, 2019 , $22 million for the year ended December 31, 2018 , and $21 million for the year ended December 31, 2017. Nasdaq recognizes the funded status of the Nasdaq Benefit Plans, measured as the difference between the fair value of the plan assets and the benefit obligation, in the Consolidated Balance Sheets. The fair value of our U.S. defined-benefit pension plans' assets was $110 million as of December 31, 2019 and $94 million as of December 31, 2018 and the benefit obligation was $110 million as of December 31, 2019 and $94 million as of December 31, 2018. As a result, the U.S. defined-benefit pension plans are fully funded as of December 31, 2019 and 2018. During 2019, we did not make any contributions to our U.S. defined-benefit pension plans and contributed $22 million in 2018. For our SERP and other post-retirement benefit plans, the net underfunded liability was $33 million as of December 31, 2019 and $28 million as of December 31, 2018. The underfunded liability for the above plans is included in accrued personnel costs and other non-current liabilities in the Consolidated Balance Sheets. The plan assets of the Nasdaq Benefit Plans are invested per target allocations adopted by Nasdaq’s Pension and 401(k) Committee and are primarily invested in collective fund investments that have underlying investments in fixed income securities. The collective fund investments are valued at net asset value which is a practical expedient to estimate fair value. Accumulated Other Comprehensive Loss As of December 31, 2019, accumulated other comprehensive loss for the Nasdaq Benefit Plans was $25 million reflecting an unrecognized net loss of $32 million , partially offset by an income tax benefit of $7 million , primarily due to our pension plans. Estimated Future Benefit Payments We expect to make the following benefit payments to participants in the next ten fiscal years under the Nasdaq Benefit Plans: Pension SERP Post-retirement Total Fiscal Year Ended: (in millions) 2020 $ 8 $ 7 $ — $ 15 2021 6 2 — 8 2022 7 2 — 9 2023 7 2 — 9 2024 8 2 — 10 2025 through 2029 40 9 1 50 $ 76 $ 24 $ 1 $ 101 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation We have a share-based compensation program for employees and non-employee directors. 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 years ended December 31, 2019 , 2018 and 2017 in the Consolidated Statements of Income: Year Ended December 31, 2019 2018 2017 (in millions) Share-based compensation expense before income taxes $ 79 $ 69 $ 70 Income tax benefit (21 ) (19 ) (29 ) Share-based compensation expense after income taxes $ 58 $ 50 $ 41 In addition to the above, we recorded excess tax benefits of $5 million in 2019, $9 million in 2018 and $40 million in 2017. The benefit was included in income tax expense. Common Shares Available Under Our Equity Plan As of December 31, 2019 , we had approximately 10.4 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 stock 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. Summary of Restricted Stock Activity The following table summarizes our restricted stock activity for the years ended December 31, 2019 , 2018 and 2017: Restricted Stock Number of Awards Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2016 2,560,578 $ 45.92 Granted 737,864 $ 67.48 Vested (1,102,823 ) $ 38.56 Forfeited (207,119 ) $ 52.29 Unvested balances at December 31, 2017 1,988,500 $ 57.34 Granted 550,544 $ 81.66 Vested (702,832 ) $ 48.64 Forfeited (252,837 ) $ 63.86 Unvested balances at December 31, 2018 1,583,375 $ 68.62 Granted 605,033 $ 85.03 Vested (548,588 ) $ 61.45 Forfeited (153,064 ) $ 73.99 Unvested balances at December 31, 2019 1,486,756 $ 77.38 As of December 31, 2019 , $58 million of total unrecognized compensation cost related to restricted stock is expected to be recognized over a weighted-average period of 1.7 years . PSUs PSUs are based on performance measures that impact the amount of shares that each recipient will receive upon vesting. 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 The grant date fair value of PSUs under the one-year performance-based program is based on the closing stock price at the date of grant less the present value of future cash dividends. Under this program, an eligible employee receives a target grant of PSUs, but 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 one-year performance period. Compensation cost is recognized over the performance period and the three-year vesting period based on the probability that such performance measures will be achieved, taking into account an estimated forfeiture rate. During 2019, grants of PSUs with a one-year performance period exceeded the applicable performance parameters. As a result, an additional 26,780 units above the original target were granted in the first quarter of 2020. Three-Year PSU Program Under the three-year performance-based program, each eligible individual receives PSUs, subject to market conditions, with a three-year cumulative performance period that vest at the end of the performance period. Compensation cost is recognized over the three-year performance period, taking into account an estimated forfeiture rate, regardless of whether the market condition is satisfied, provided that the requisite service period has been completed. 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 PSUs granted under the three-year PSU program using the Monte Carlo simulation model, as these awards contain a market condition. Grants of PSUs that were issued in 2017 with a three-year performance period exceeded the applicable performance parameters. As a result, an additional 43,684 units above the original target were granted in the first quarter of 2020 and are fully vested upon issuance. 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: Year Ended December 31, 2019 2018 Weighted-average risk free interest rate (1) 2.26 % 2.36 % Expected volatility (2) 16.5 % 18.7 % Weighted-average grant date share price $89.00 $ 86.24 Weighted-average fair value at grant date $97.65 $ 116.86 ____________ (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 years ended December 31, 2019 , 2018 and 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 December 31, 2016 378,766 $ 52.55 1,314,668 $ 63.18 Granted (1) 197,075 $ 65.51 803,712 $ 55.57 Vested (202,073 ) $ 49.93 (1,079,925 ) $ 42.83 Forfeited (40,764 ) $ 55.92 (28,497 ) $ 87.86 Unvested balances at December 31, 2017 333,004 $ 61.39 1,009,958 $ 78.18 Granted (1) 177,831 $ 80.97 484,075 $ 90.92 Vested (170,257 ) $ 58.49 (655,204 ) $ 64.08 Forfeited (26,347 ) $ 61.83 (1,079 ) $ 81.57 Unvested balances at December 31, 2018 314,231 $ 74.01 837,750 $ 96.57 Granted (1) 179,599 $ 83.56 397,553 $ 96.55 Vested (147,984 ) $ 70.64 (431,751 ) $ 93.25 Forfeited (28,595 ) $ 75.43 (6,101 ) $ 103.29 Unvested balances at December 31, 2019 317,251 $ 80.87 797,451 $ 98.31 ____________ (1) Includes target awards granted and certain additional awards granted based on overachievement of performance parameters. As of December 31, 2019 , $11 million of total unrecognized compensation cost related to the one-year PSU program is expected to be recognized over a weighted-average period of 1.4 years . For the three-year PSU program, $29 million of total unrecognized compensation cost is expected to be recognized over a weighted-average period of 1.3 years . Stock Options In January 2017 and in connection with her appointment, our CEO received 268,817 performance-based non-qualified stock options which vested one-third annually over a three-year period, with each vesting contingent upon the achievement of annual performance parameters. Compensation cost equal to the grant date fair value is recognized over the vesting period. On February 25, 2020, Nasdaq's management compensation committee and board of directors determined that the performance goal for 2019 was met, resulting in the settlement of 89,606 stock options, the final one-third of the grant. There were no stock option awards granted during the years ended December 31, 2019 and 2018. The weighted-average grant date fair value for the 2017 grant was $66.68 . We estimated the fair value of this stock option award using the Black-Scholes valuation model using the following assumptions: Expected life (in years) 6 Weighted-average risk free interest rate 2.1 % Expected volatility 25.6 % Dividend yield 1.92 % Our computation of expected life was based on an estimate of the average length of time between option grant and exercise. The interest rate for periods within the expected life of the award was based on the U.S. Treasury yield curve in effect at the time of grant. Our computation of expected volatility was an estimate of the future upward/downward fluctuations in the underlying share price. We used Nasdaq's historical volatility for the trailing 6-year period as of the grant date. Our computation of dividend yield was based on annualized dividends expressed as a percentage of share price. Summary of Stock Option Activity A summary of stock option activity for the years ended December 31, 2019 , 2018 and 2017 is as follows: Number of Stock Options Weighted-Average Exercise Price Outstanding at December 31, 2016 1,406,371 $ 22.32 Granted 268,817 66.68 Exercised (1,102,830 ) 21.98 Forfeited (978 ) 21.33 Outstanding at December 31, 2017 571,380 $ 43.84 Exercised (118,094 ) 24.44 Forfeited (4,320 ) 26.11 Outstanding at December 31, 2018 448,966 $ 49.25 Exercised (69,699 ) 20.84 Forfeited (165 ) 25.28 Outstanding at December 31, 2019 379,102 $ 54.32 Exercisable at December 31, 2019 289,496 $ 50.50 We received net cash proceeds of $2 million from the exercise of 69,699 stock options for the year ended December 31, 2019 , received net cash proceeds of $3 million from the exercise of 118,094 stock options for the year ended December 31, 2018 and received net cash proceeds of $24 million from the exercise of 1,102,830 stock options for the year ended December 31, 2017. The following table summarizes significant ranges of outstanding and exercisable stock options as of December 31, 2019: Outstanding Exercisable Range of Exercise Prices Number of Weighted-Average Remaining Weighted-Average Aggregate Intrinsic Number of Weighted-Average Remaining Weighted-Average Aggregate Intrinsic $ 18.67 - $ 25.28 110,285 1.04 $ 24.20 $ 9 110,285 1.04 $ 24.20 $ 9 $ 66.68 268,817 7.01 66.68 11 179,211 7.01 66.68 7 Total 379,102 5.27 $ 54.32 $ 20 289,496 4.73 $ 50.50 $ 16 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 December 31, 2019 of $107.10 and the exercise price, times the number of shares), 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 December 31, 2019 was 0.3 million and the weighted-average exercise price was $50.50 . As of December 31, 2018 , 0.3 million outstanding stock options were exercisable and the weighted-average exercise price was $37.51 . The total pre-tax intrinsic value of stock options exercised was $6 million during 2019, $7 million during 2018, and $54 million during 2017. * * * * * * ESPP We have an ESPP under which approximately 1.7 million shares of our common stock have been reserved for future issuance as of December 31, 2019 . 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. The following table summarizes employee activity and expenses associated with the ESPP for the years ended December 31, 2019, 2018 and 2017. Year Ended December 31, 2019 2018 2017 Number of shares purchased 229,172 205,785 235,859 Weighted-average price of shares purchased $ 73.79 $ 66.79 $ 58.26 Compensation expense $ 4 $ 3 $ 3 |
Nasdaq Stockholders_ Equity
Nasdaq Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Nasdaq Stockholders' Equity | Nasdaq Stockholders’ Equity Common Stock As of December 31, 2019 , 300,000,000 shares of our common stock were authorized, 171,075,011 shares were issued and 165,094,440 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 Consolidated Balance Sheets. Shares repurchased under our share repurchase program are currently retired and canceled and are therefore not included in the common stock in treasury balance. When treasury shares are reissued, they are recorded at the average cost of the treasury shares acquired. We held 5,980,571 shares of common stock in treasury as of December 31, 2019 and 5,544,321 shares as of December 31, 2018, most of which are related to shares of our common stock withheld for the settlement of employee tax withholding obligations arising from the vesting of restricted stock and PSUs. Share Repurchase Program As of December 31, 2019, the aggregate authorized amount under the existing share repurchase program, which includes an additional $500 million authorized by the board in October 2019, is $632 million . 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 share repurchase program has no defined expiration date. The following is a summary of our share repurchase activity, reported based on settlement date, for the year ended December 31, 2019 and 2018: Year Ended December 31, 2019 2018 Number of shares of common stock repurchased 2,053,855 4,508,426 Average price paid per share $ 97.37 $ 87.43 Total purchase price (in millions) $ 200 $ 394 As discussed above in “Common Stock in Treasury, at Cost,” shares repurchased under our share repurchase program are currently retired and cancelled. Other Repurchases of Common Stock During the year ended December 31, 2019 , we repurchased 436,250 shares of our common stock in settlement of employee tax withholding obligations arising from the vesting of restricted stock and PSUs. 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. As of December 31, 2019 and 2018, no shares of preferred stock were issued or outstanding. * * * * * * Cash Dividends on Common Stock During 2019, 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 29, 2019 $ 0.44 March 15, 2019 $ 73 March 29, 2019 April 23, 2019 0.47 June 14, 2019 77 June 28, 2019 July 23, 2019 0.47 September 13, 2019 78 September 27, 2019 October 22, 2019 0.47 December 13, 2019 77 December 27, 2019 $ 305 The total amount paid of $305 million was recorded in retained earnings in the Consolidated Balance Sheets at December 31, 2019 . In January 2020, the board of directors approved a regular quarterly cash dividend of $0.47 per share on our outstanding common stock. The dividend is payable on March 27, 2020 to shareholders of record at the close of business on March 13, 2020. The estimated amount of this dividend is $78 million . Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the board of directors. Our board of directors maintains a dividend policy with the intention to provide stockholders with regular and growing dividends over the long term as earnings and cash flow grow. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share: Year Ended December 31, 2019 2018 2017 Numerator: (in millions, except share and per share amounts) Net income attributable to common shareholders $ 774 $ 458 $ 729 Denominator: Weighted-average common shares outstanding for basic earnings per share 164,931,628 165,349,471 166,364,299 Weighted-average effect of dilutive securities: Employee equity awards (1) 1,679,922 1,988,610 2,861,892 Contingent issuance of common stock (2) 358,611 353,218 358,840 Weighted-average common shares outstanding for diluted earnings per share 166,970,161 167,691,299 169,585,031 Basic and diluted earnings per share: Basic earnings per share $ 4.69 $ 2.77 $ 4.38 Diluted earnings per share $ 4.63 $ 2.73 $ 4.30 ____________ (1) PSUs, which are considered contingently issuable, are included in the computation of dilutive earnings per share on a weighted average basis when management determines that the applicable performance criteria would have been met if the performance period ended as of the date of the relevant computation. (2) See “Non-Cash Contingent Consideration,” of Note 19, “Commitments, Contingencies and Guarantees,” for further discussion. Securities that were not included in the computation of diluted earnings per share because their effect was antidilutive were immaterial for the years ended December 31, 2019 , 2018 and 2017. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The following tables present our financial assets and financial liabilities that are measured at fair value on a recurring basis as of December 31, 2019 and 2018. December 31, 2019 December 31, 2018 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 (in millions) (in millions) Assets at Fair Value Debt securities: European government $ 157 $ 157 $ — $ — $ 134 $ 134 $ — $ — Time deposits 57 — 57 — 30 — 30 — Corporate 34 — 34 — 41 — 41 — State owned enterprises and municipalities 24 — 24 — 14 — 14 — Swedish mortgage bonds 19 — 19 — 40 — 40 — Total debt securities $ 291 $ 157 $ 134 $ — $ 259 $ 134 $ 125 $ — Available-for-sale investment securities: Commercial paper $ — $ — $ — $ — $ 9 $ — $ 9 $ — Total assets at fair value $ 291 $ 157 $ 134 $ — $ 268 $ 134 $ 134 $ — Liabilities at Fair Value Other financial instruments $ — $ — $ — $ — $ 112 $ — $ 112 $ — Total liabilities at fair value $ — $ — $ — $ — $ 112 $ — $ 112 $ — Liabilities at Fair Value Our Level 2 other financial instruments at December 31, 2018 include a liability associated with Nasdaq Clearing's requirement to fulfill the settlement of certain contracts of a defaulted member. The fair value of this guarantee was $112 million as of December 31, 2018 and is included in other current liabilities in the Consolidated Balance Sheets. Collateral of $112 million as of December 31, 2018 was recorded in other current assets which offsets this liability. See Note 16, “Clearing Operations,” for further discussion of default fund contributions and margin deposits. 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, commercial paper and certain other current liabilities. Our investment in OCC is accounted for under the equity method of accounting. We have elected the measurement alternative for the majority of our equity securities, which primarily represent various strategic investments made through our corporate venture program. See “Equity Method Investments,” and “Equity Securities,” of Note 7, “Investments,” for further discussion. We also consider our debt obligations to be financial instruments. The fair value of our debt obligations, utilizing discounted cash flow analyses for our floating rate debt and prevailing market rates for our fixed rate debt, was $3.6 billion as of December 31, 2019 and $3.9 billion as of December 31, 2018 . The discounted cash flow analyses are based on borrowing rates currently available to us for debt with similar terms and maturities. The fair value of our commercial paper approximates the carrying value since the rates of interest on this short-term debt approximate market rates as of December 31, 2019 . Our commercial paper and our fixed rate and floating rate debt are categorized as Level 2 in the fair value hierarchy. For further discussion of our debt obligations, see Note 10, “Debt Obligations.” Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis Our non-financial assets, which include goodwill, intangible assets, and other long-lived assets, are not required to be carried at fair value on a recurring basis. Fair value measures of non-financial assets are primarily used in the impairment analysis of these assets. Any resulting asset impairment would require that the non-financial asset be recorded at its fair value. Nasdaq uses Level 3 inputs to measure the fair value of the above assets on a non-recurring basis. As of December 31, 2019 and 2018, there were no non-financial assets measured at fair value on a non-recurring basis. |
Clearing Operations
Clearing Operations | 12 Months Ended |
Dec. 31, 2019 | |
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. Such authorization is effective for all member states of the European Union and certain other non-member states that are part of the European Economic Area, including Norway. 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, 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, default fund and margin collateral requirements are calculated for each clearing member’s positions in accounts with the CCP. 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 align risk between Nasdaq Clearing and its clearing members. Nasdaq Commodities Clearing Default In September 2018, a member of the Nasdaq Clearing commodities market defaulted due to inability to post sufficient collateral to cover increased margin requirements for the positions of the relevant member, which had experienced losses due to sharp adverse movements in the Nordic - German power market spread. Nasdaq Clearing followed default procedures and offset the future market risk on the defaulting member’s positions. The default resulted in an initial loss of $133 million . In accordance with the liability waterfall, the first $8 million of the loss was allocated to Nasdaq Clearing’s junior capital and the remainder was allocated on a pro-rata basis to the commodities clearing members’ default funds. In September 2018, these funds were replenished . In December 2018, we initiated a capital relief program. The capital relief program was a voluntary program open to each commodities default fund participant; each such participant who agreed to the capital relief program received a proportion of the funds made available under the capital relief program as reflected by their proportionate share of the aggregate of the clearing members' default fund replenishments. As of December 31, 2019, we have disbursed substantially all of the $23 million offered through the program. In addition to the capital relief program, we are pursuing recovery of assets from the defaulted member which will be allocated back to default fund participants. As a result of the default, a liability of $112 million as of December 31, 2018 was recorded in other current liabilities and collateral of $112 million as of December 31, 2018 was recorded in other current assets in the Consolidated Balance Sheets in order to allow Nasdaq Clearing to fulfill the settlement of certain contracts of the defaulted member arising from the default management process. We had established mitigating positions. As of December 31, 2019, these contracts and mitigating positions have either expired or were sold to a third party together with associated collateral. The collateral and liability were previously included in default funds and margin deposits. Default Fund Contributions and Margin Deposits As of December 31, 2019 , clearing member default fund contributions and margin deposits were as follows: December 31, 2019 Cash Contributions Non-Cash Contributions Total Contributions (in millions) Default fund contributions $ 387 $ 183 $ 570 Margin deposits 2,609 3,544 6,153 Total $ 2,996 $ 3,727 $ 6,723 Of the total default fund contributions of $570 million , Nasdaq Clearing can utilize $458 million as capital resources in the event of a counterparty default. The remaining balance of $112 million pertains to member posted surplus balances. Our clearinghouse holds material amounts of clearing member cash deposits which are held or invested primarily to provide security of capital while minimizing credit, market and liquidity risks. While we seek to achieve a reasonable rate of return, we are primarily concerned with preservation of capital and managing the risks associated with these deposits. Clearing member cash contributions are maintained in demand deposits held at central banks and large, highly rated financial institutions or secured through direct investments, primarily central bank certificates and European government debt securities with original maturities of 90 days or less, reverse repurchase agreements, supranationals and state owned enterprise debt securities. Investments in reverse repurchase agreements are secured with highly rated government securities with maturity dates that range from 7 days to 10 days . The carrying value of these securities approximates their fair value due to the short-term nature of the instruments and reverse repurchase agreements. Nasdaq Clearing has invested the total cash contributions of $2,996 million as of December 31, 2019 and $4,742 million on as of December 31, 2018, in accordance with its investment policy as follows: December 31, 2019 December 31, 2018 (in millions) Demand deposits $ 1,328 $ 3,094 Central bank certificates 896 1,017 European government debt securities 508 380 Reverse repurchase agreements 116 166 Supranationals and state owned enterprise debt securities 148 85 Total $ 2,996 $ 4,742 In the investment activity related to default fund and margin contributions, we are exposed to counterparty risk related to reverse repurchase agreement transactions, which reflect the risk that the counterparty might become insolvent and, thus, fail to meet its obligations to Nasdaq Clearing. We mitigate this risk by only engaging in transactions with high credit quality reverse repurchase agreement counterparties and by limiting the acceptable collateral under the reverse repurchase agreement to high quality issuers, primarily government securities and other securities explicitly guaranteed by a government. The value of the underlying security is monitored during the lifetime of the contract, and in the event the market value of the underlying security falls below the reverse repurchase amount, our clearinghouse may require additional collateral or a reset of the contract. Default Fund Contributions Required contributions 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 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 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 December 31, 2019 , Nasdaq Clearing committed capital totaling $147 million to the liability waterfall and overall regulatory capital, in the form of government debt securities, which are recorded as financial investments in the Consolidated Balance Sheets. The combined regulatory capital of the clearing members and Nasdaq Clearing is intended to secure the obligations of a clearing member exceeding such member’s own margin and default fund deposits 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 and are recorded in revenues. These cash deposits are recorded in default funds and margin deposits in the Consolidated Balance Sheets as both a current asset and a current liability. Pledged margin collateral is not recorded in our 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 and default fund 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 cleared 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, excluding any liability related to the Nasdaq commodities clearing default (see discussion above), the estimated liability was nominal and no liability was recorded as of December 31, 2019 . 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 $34 million as of December 31, 2019 ; • 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 $21 million as of December 31, 2019 ; 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 liability waterfall, 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. In addition to the capital held to withstand counterparty defaults described above, Nasdaq Clearing also has committed capital of $92 million to ensure that it can handle an orderly wind-down of its operation, and that it is adequately protected against investment, operational, legal, and business risks. Market Value of Derivative Contracts Outstanding The following table includes the market value of derivative contracts outstanding prior to netting: December 31, 2019 (in millions) Commodity and seafood options, futures and forwards (1)(2)(3) $ 267 Fixed-income options and futures (1)(2) 602 Stock options and futures (1)(2) 114 Index options and futures (1)(2) 65 Total $ 1,048 ____________ (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. Derivative Contracts Cleared The following table includes the total number of derivative contracts cleared through Nasdaq Clearing for the years ended December 31, 2019 and 2018 : December 31, 2019 December 31, 2018 Commodity and seafood options, futures and forwards (1)(2) 542,557 1,649,912 Fixed-income options and futures 21,464,522 22,839,794 Stock options and futures 23,777,980 24,978,684 Index options and futures 47,595,114 49,038,297 Total 93,380,173 98,506,687 ____________ (1) The total volume in cleared power related to commodity contracts was 842 Terawatt hours (TWh) for the year ended December 31, 2019 and 1,067 TWh for the year ended December 31, 2018 . (2) As discussed elsewhere in this Form 10-K, in November 2019, Nasdaq sold the core assets of NFX to a third-party and the freight contracts with open interest are being migrated from NFX to other exchanges. The outstanding contract value of resale and repurchase agreements was $0.3 billion as of December 31, 2019 and $0.5 billion as of December 31, 2018 . The total number of contracts cleared was 6,627,103 for the year ended December 31, 2019 and was 9,223,246 for the year ended December 31, 2018 . |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases As discussed in “Leases,” of Note 2, “Summary of Significant Accounting Policies,” effective January 1, 2019, we adopted ASU 2016-02 using the optional transition method. As a result, we applied the new lease standard prospectively to our leases existing or commencing on or after January 1, 2019. Comparative periods presented were not restated upon adoption. Similarly, new disclosures under the standard were made for periods beginning January 1, 2019, and not for prior comparative periods. Prior periods will continue to be reported under guidance in effect prior to January 1, 2019. We have operating leases which are primarily real estate leases for our U.S. and European headquarters and for general office space. The following table provides supplemental balance sheet information related to Nasdaq's operating leases: Leases Balance Sheet Classification December 31, 2019 (in millions) Assets: Operating lease assets Operating lease assets $ 346 Liabilities: Current lease liabilities Other current liabilities $ 61 Non-current lease liabilities Operating lease liabilities 331 Total lease liabilities $ 392 The following table summarizes Nasdaq's lease cost: Year Ended December 31, 2019 (in millions) Operating lease cost (1) $ 79 Variable lease cost 23 Sublease income (5 ) Total lease cost $ 97 ____________ (1) Includes short-term lease cost, which was immaterial. The following table reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities recorded in our consolidated balance sheet. December 31, 2019 (in millions) 2020 $ 77 2021 67 2022 46 2023 43 2024 35 Thereafter 240 Total lease payments 508 Less: interest (1) (116 ) Present value of lease liabilities (2) $ 392 ____________ (1) Calculated using the interest rate for each lease. (2) Includes the current portion of $61 million. Total lease payments in the above table exclude $128 million of legally binding minimum lease payments for leases signed but not yet commenced primarily related to the expansion of our world headquarters. These leases will commence in 2020 with a lease term of 16 years. The following table provides information related to Nasdaq's lease term and discount rate: December 31, 2019 Weighted-average remaining lease term (in years) 10.4 Weighted-average discount rate 4.6 % The following table provides supplemental cash flow information related to Nasdaq's operating leases: Year Ended December 31, 2019 (in millions) Cash paid for amounts included in the measurement of operating lease liabilities $ 78 Lease assets obtained in exchange for new operating lease liabilities $ 26 Disclosures Related to Periods Prior to the Adoption of ASU 2016-02 are as follows: Rental expense for operating leases was $82 million in 2018 and $83 million in 2017, which are net of immaterial amounts of sublease income. As of December 31, 2018, future minimum lease payments under non-cancelable operating leases, which are net of immaterial sublease income, were as follows: Year ending December 31: (in millions) 2019 $ 75 2020 69 2021 62 2022 44 2023 42 Thereafter 345 Total minimum lease payments $ 637 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Tax Cuts and Jobs Act was enacted in December 2017 and included a number of changes to previous U.S. tax laws that impacted Nasdaq, most notably a reduction of the U.S. corporate income tax rate from 35 percent to 21 percent for tax years beginning after December 31, 2017. We recognized a non-cash provisional tax benefit of $89 million for the year ended December 31, 2017, substantially all of which reflects the estimated impact associated with the remeasurement of our net U.S. deferred tax liability at the lower U.S. federal corporate income tax rate. In accordance with Staff Accounting Bulletin No.118, during the fourth quarter of 2018, we completed our accounting for the tax effects of the act, finalizing our analysis of the act and subsequent guidance issued by the U.S. Internal Revenue Service. As a result, we recorded a $290 million non-cash tax charge, reducing deferred tax assets relating to foreign currency translation. Income Before Income Tax Provision The following table presents the domestic and foreign components of income before income tax provision: Year Ended December 31, 2019 2018 2017 (in millions) Domestic $ 691 $ 636 $ 556 Foreign 328 428 316 Income before income tax provision $ 1,019 $ 1,064 $ 872 Income Tax Provision The income tax provision consists of the following amounts: Year Ended December 31, 2019 2018 2017 (in millions) Current income taxes provision: Federal $ 120 $ 103 $ 51 State 40 56 17 Foreign 50 146 68 Total current income taxes provision 210 305 136 Deferred income taxes provision (benefit): Federal 27 185 (16 ) State 7 116 24 Foreign 1 — (1 ) Total deferred income taxes provision 35 301 7 Total income tax provision $ 245 $ 606 $ 143 We have determined that undistributed earnings of certain non-U.S. subsidiaries will be reinvested for an indefinite period of time. We have both the intent and ability to indefinitely reinvest these earnings. As of December 31, 2019, the cumulative amount of undistributed earnings in these subsidiaries is $260 million . Given our intent to reinvest these earnings for an indefinite period of time, we have not accrued a deferred tax liability on these earnings. A determination of an unrecognized deferred tax liability related to these earnings is not practicable. A reconciliation of the income tax provision, based on the U.S. federal statutory rate, to our actual income tax provision for the years ended December 31, 2019, 2018 and 2017 is as follows: Year Ended December 31, 2019 2018 2017 Federal income tax provision at the statutory rate 21.0 % 21.0 % 35.0 % State income tax provision, net of federal effect 4.1 % 3.7 % 2.6 % Change in deferred taxes due to U.S. tax law changes — % 27.0 % (9.9 )% Excess tax benefits related to employee share-based compensation (0.5 )% (0.7 )% (4.0 )% Non-U.S. subsidiary earnings 0.3 % 0.1 % (6.0 )% Tax credits and deductions (0.2 )% (0.2 )% (1.0 )% Change in unrecognized tax benefits (0.1 )% 4.7 % (0.8 )% Other, net (0.6 )% 1.4 % 0.5 % Actual income tax provision 24.0 % 57.0 % 16.4 % The majority of the decrease in our effective tax rate in 2019 compared to 2018 and the increase in our effective tax rate in 2018 compared to 2017 was the result of the remeasurement of our U.S. deferred tax inventory from the Tax Cuts and Jobs Act. The higher effective tax rate in 2018 was also impacted by the reversal of certain Swedish tax benefits recorded in prior years. 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. Deferred Income Taxes The temporary differences, which give rise to our deferred tax assets and (liabilities), consisted of the following: December 31, 2019 2018 (in millions) Deferred tax assets: Deferred revenues $ 10 $ 19 Foreign net operating loss 4 23 State net operating loss 2 4 Compensation and benefits 32 33 Federal benefit of uncertain tax positions 6 17 Operating lease liabilities 101 — Other 20 25 Gross deferred tax assets 175 121 Less: valuation allowance — (23 ) Total deferred tax assets, net of valuation allowance $ 175 $ 98 Deferred tax liabilities: Amortization of software development costs and depreciation (42 ) (41 ) Amortization of acquired intangible assets (495 ) (498 ) Investments (37 ) (34 ) Unrealized gains (31 ) — Operating lease assets (89 ) — Other (32 ) (22 ) Gross deferred tax liabilities (726 ) (595 ) Net deferred tax liabilities $ (551 ) $ (497 ) Reported as: Non-current deferred tax assets (1) $ 1 $ 4 Deferred tax liabilities, net (552 ) (501 ) Net deferred tax liabilities $ (551 ) $ (497 ) ____________ (1) Included in other non-current assets in the Consolidated Balance Sheets. As of December 31, 2019, we did not recognize a valuation allowance against Nasdaq’s deferred tax assets. Based on all available positive and negative evidence, we believe the sources of future taxable income are sufficient to realize the entire deferred tax asset inventory. The valuation allowance as of December 31, 2018, is related to net operating losses, or NOLs, in the United Kingdom and the Netherlands, which were recorded on entities that were divested or liquidated in 2019. As of December 31, 2019, Nasdaq has deferred tax assets associated with NOLs in U.S. state and local and non-U.S. jurisdictions with the following expiration dates: Jurisdiction Amount Expiration Date (in millions) Foreign NOL $ 4 No expiration State NOL 2 2025-2036 Unrecognized Tax Benefits A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year Ended December 31, 2019 2018 2017 (in millions) Beginning balance $ 52 $ 45 $ 48 Additions as a result of tax positions taken in prior periods 10 28 2 Additions as a result of tax positions taken in the current period 1 6 5 Reductions related to settlements with taxing authorities (10 ) (23 ) — Reductions as a result of lapses of the applicable statute of limitations (5 ) (4 ) (10 ) Ending balance $ 48 $ 52 $ 45 We had $48 million of unrecognized tax benefits as of December 31, 2019, $52 million as of December 31, 2018, and $45 million as of December 31, 2017 which, if recognized in the future, would affect our effective tax rate. Nasdaq does not believe that our unrecognized tax benefits will materially change over the next 12 months. We recognize interest and/or penalties related to income tax matters in the provision for income taxes in our Consolidated Statements of Income, which were $3 million for the year ended December 31, 2019, $2 million for 2018, and $1 million for 2017. Accrued interest and penalties, net of tax effect were $12 million as of December 31, 2019 and $10 million as of December 31, 2018. Tax Audits 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. We are subject to examination by federal, state and local, and foreign tax authorities. Federal income tax returns for the years 2008 through 2016 are currently under examination by the Internal Revenue Service and we are subject to examination by the Internal Revenue Service for 2017 and 2018. Several state tax returns are currently under examination by the respective tax authorities for the years 2007 through 2018. Non-U.S. tax returns are subject to examination by the respective tax authorities for the years 2013 through 2018. We regularly assess the likelihood of additional assessments by each jurisdiction and have established tax reserves that we believe are adequate in relation to the potential for additional assessments. Examination outcomes and the timing of examination settlements are subject to uncertainty. 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. We do not expect to settle any material tax audits in the next twelve months. The Swedish Tax Agency disallowed certain interest expense deductions for the years 2013 - 2018. We appealed this decision to the Lower Administrative Court which denied our appeal in 2018. During 2018, we further appealed to the Administrative Court of Appeal, however, we were no longer able to assert that we were more than likely to be successful and, as such, we recorded a related tax expense. In November 2019, the Administrative Court of Appeal upheld the disallowance of these deductions. As we have not recognized any benefits related to the disallowed deductions and we have paid the related assessments from the Swedish Tax Agency, the decision of the Administrative Court of Appeal does not impact our consolidated financial statements. |
Commitments, Contingencies and
Commitments, Contingencies and Guarantees | 12 Months Ended |
Dec. 31, 2019 | |
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 16, “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 $11 million as of December 31, 2019 and $12 million as of December 31, 2018 . As discussed in “Other Credit Facilities,” of Note 10, “Debt Obligations,” we also have credit facilities primarily related to our Nasdaq Clearing operations, which are available in multiple currencies, and totaled $203 million as of December 31, 2019 and $234 million as of December 31, 2018 , in available liquidity, of which $15 million was utilized as of December 31, 2019 and none of which was utilized as of December 31, 2018. 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 Industrial and Commercial Bank of China Financial Services LLC, or ICBC. As of December 31, 2019 , we have contributed $15 million of clearing deposits to ICBC in connection with this clearing arrangement. These deposits are recorded in other current assets in our Consolidated Balance Sheets. Some of the trading activity in Execution Access is cleared by ICBC through the Fixed Income Clearing Corporation, with ICBC acting as agent. 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 at least one business day (or more, if specified by the U.S. Treasury issuance calendar). 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. Daily position trading limits are also enforced for such counterparties. 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 Consolidated Balance Sheets for these arrangements. However, no guarantee can be provided that these arrangements will at all times be sufficient. Other 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 16, “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 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 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 issued annually 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. As of December 31, 2019 , these escrow agreements provide for future payment by us of up to an aggregate of $9 million , which is included in other current liabilities in the 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 Consolidated Balance Sheets for these arrangements. Legal and Regulatory Matters Litigation As previously disclosed, we 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. The plaintiffs seek injunctive and monetary relief of an unspecified amount. 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. The plaintiffs appealed the judgment of dismissal to the United States Court of Appeals for the Second Circuit (although opting not to appeal the dismissal with respect to Barclays PLC or the dismissal of claims under Section 6(b) of the Exchange Act). On December 19, 2017, the Second Circuit issued an opinion vacating the district court’s judgment of dismissal and remanding to the district court for further proceedings. On May 18, 2018, the exchanges filed a motion to dismiss the amended complaint, raising issues not addressed in the proceedings to date. On May 28, 2019, the district court denied the exchanges’ renewed motion to dismiss. On June 17, 2019, the exchanges filed a motion to certify the district court’s order for immediate review by the Second Circuit and on July 16, 2019, the district court denied the motion. Given the preliminary nature of the proceedings, we are unable to estimate what, if any, liability may result from this litigation. However, we believe that the claims are without merit and will continue to litigate vigorously. Nasdaq Commodities Clearing Default During September 2018, a clearing member of Nasdaq Clearing's commodities market was declared in default. We have been cooperating fully with the SFSA in the associated regulatory audits. While we are currently unable to predict the final outcome of this matter, it could include penalties, such as a fine. We do not expect this matter will have a material impact on our consolidated financial statements. See “Nasdaq Commodities Clearing Default,” of Note 16, “Clearing Operations,” for further information on this event. SEC Decisions In recent years, certain industry groups have challenged the level of fees that U.S. exchanges charge for market data and connectivity. We have defeated two challenges in federal appeals court pertaining to market data and an additional challenge at the administrative level within the SEC. However, in October 2018, the SEC reversed that administrative decision and found that Nasdaq had not met a burden of demonstrating that certain challenged fees were fair and reasonable; we estimate that this decision will reduce our annual revenues by approximately $1 million . Nasdaq has appealed this decision to the U.S. Court of Appeals for the District of Columbia Circuit. In addition, the SEC remanded a series of additional challenges to market data and connectivity fees back to Nasdaq for further consideration. Nasdaq has also appealed this decision to the U.S. Court of Appeals for the District of Columbia Circuit. We are unable to predict the outcome or the timing of the ultimate resolution of these matters. Other Matters 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. In the normal course of business, Nasdaq discusses matters with its regulators raised during regulatory examinations or otherwise subject to their inquiries. Management believes that censures, fines, penalties or other sanctions that could result from any ongoing examinations or inquiries will not have a material impact on its consolidated financial position or results of operations. However, we are unable to predict the outcome or the timing of the ultimate resolution of these matters, or the potential fines, penalties or injunctive or other equitable relief, if any, that may result from these matters. 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. See “Tax Audits,” of Note 18, “Income Taxes,” for further discussion. |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2019 | |
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. Our chief operating decision maker does not review total assets or statements of income below operating income by segments as key performance metrics; therefore, such information is not presented below. The following table presents certain information regarding our business segments for the years ended December 31, 2019 , 2018 and 2017: Market Services Corporate Services Information Services Market Technology Corporate Items Consolidated (in millions) Year Ended December 31, 2019 Total revenues $ 2,639 $ 496 $ 779 $ 338 $ 10 $ 4,262 Transaction-based expenses (1,727 ) — — — — (1,727 ) Revenues less transaction-based expenses 912 496 779 338 10 2,535 Depreciation and amortization 74 34 52 $ 30 — 190 Operating income (loss) 516 178 490 54 (221 ) 1,017 Purchase of property and equipment 30 27 30 40 — 127 Year Ended December 31, 2018 Total revenues $ 2,709 $ 487 $ 714 $ 270 $ 97 $ 4,277 Transaction-based expenses (1,751 ) — — — — (1,751 ) Revenues less transaction-based expenses 958 487 714 270 97 2,526 Depreciation and amortization 95 36 51 21 7 210 Operating income (loss) 544 155 460 34 (165 ) 1,028 Purchase of property and equipment 28 29 17 37 — 111 Year Ended December 31, 2017 Total revenues $ 2,418 $ 459 $ 588 $ 247 $ 236 $ 3,948 Transaction-based expenses (1,537 ) — — — — (1,537 ) Revenues less transaction-based expenses 881 459 588 247 236 2,411 Depreciation and amortization 95 40 26 14 13 188 Operating income (loss) 481 149 418 57 (114 ) 991 Purchase of property and equipment 59 41 10 34 — 144 Certain amounts are allocated to corporate items in our management reports as we believe they do not contribute to a meaningful evaluation of a particular segment's ongoing operating performance. These items, which are shown in the table below, include the following: 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 useful representation of our segments' ongoing activity in each period. Merger and strategic initiatives expense: We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years that 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. Management does not consider merger and strategic initiatives 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 merger and strategic initiatives expense provide management with a useful representation of our segments' ongoing activity in each period. Restructuring charges: In September 2019, we initiated a restructuring plan. See Note 21, “Restructuring Charges,” for a discussion of the plan. We believe performance measures excluding restructuring charges provide management with a useful representation of our segments' ongoing activity in each period. Clearing default loss: For 2018, we recorded a $31 million charge related to a default of a Nasdaq Clearing commodities member that occurred in September 2018. See “Nasdaq Commodities Clearing Default,” of Note 16, “Clearing Operations,” for further discussion of the default. We have included this charge as we believe it is non-recurring, as there has never been another loss due to member default in our clearinghouse, and should be excluded when evaluating the ongoing operating performance of the Market Services segment. Any expenses associated with the evaluation and enhancement of processes and procedures relating to our clearing business will be reflected within the Market Services segment. 2019 and 2018 divestitures: We have included in corporate items the revenues and expenses of BWise and the Public Relations Solutions and Digital Media Services businesses which were part of the Corporate Solutions business within our Corporate Services segment as BWise was sold in March 2019 and the Public Relations Solutions and Digital Media Services businesses were sold in April 2018. See “2019 Divestitures,” and “2018 Divestiture,” of Note 4, “Acquisitions and Divestitures,” for further discussion. Other significant items: We have included certain other charges or gains in corporate items, to the extent we believe they should be excluded when evaluating the ongoing operating performance of each individual segment. For 2019, other significant items included loss on extinguishment of debt, a provision for notes receivable associated with the funding of technology development for the CAT, and a tax reserve for certain prior year examinations which are recorded in general, administrative and other expense in the Consolidated Statements of Income, and certain litigation costs which are recorded in professional and contract services expense in the Consolidated Statements of Income. For 2018, other significant items included certain litigation costs which are recorded in professional and contract services expense in the Consolidated Statements of Income and charges related to uncertain positions pertaining to sales and use tax and VAT which are recorded in general, administrative and other expense in the Consolidated Statements of Income. For 2017, other significant items included loss on extinguishment of debt which is recorded in general, administrative and other expense in the Consolidated Statements of Income. 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 is as follows: Year Months Ended December 31, 2019 2018 2017 (in millions) Revenues - divested businesses $ 10 $ 97 $ 236 Expenses: Amortization expense of acquired intangible assets 101 109 92 Merger and strategic initiatives expense 30 21 44 Restructuring charges 39 — — Clearing default loss — 31 — Provision for notes receivable 20 — — Extinguishment of debt 11 — 10 Expenses - divested businesses 8 83 200 Other 22 18 4 Total expenses 231 262 350 Operating loss $ (221 ) $ (165 ) $ (114 ) For further discussion of our segments’ results, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Segment Operating Results.” Geographic Data The following table presents total revenues and property and equipment, net by geographic area for 2019, 2018 and 2017. Revenues are classified based upon the location of the customer. Property and equipment information is based on the physical location of the assets. Total Property and (in millions) 2019: United States $ 3,409 $ 250 All other countries 853 134 Total $ 4,262 $ 384 2018: United States $ 3,379 $ 224 All other countries 898 152 Total $ 4,277 $ 376 2017: United States $ 3,081 $ 247 All other countries 867 153 Total $ 3,948 $ 400 Our property and equipment, net for all other countries primarily includes assets held in Sweden. No single customer accounted for 10.0% or more of our revenues in 2019, 2018 and 2017. |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges In September 2019, we initiated the transition of certain technology platforms to advance the company's strategic opportunities as a technology and analytics provider and continue the re-alignment of certain business areas. In connection with these restructuring efforts, we are retiring certain elements of our marketplace infrastructure and technology product offerings as we implement NFF and other technologies internally and externally. This represents a fundamental shift in our strategy and technology as well as executive re-alignment. As a result of these actions, we expect to incur $70 million to $80 million in pre-tax charges over a two year period related primarily to non-cash items such as asset impairments, accelerated depreciation as well as third-party consulting costs. Severance and employee-related charges also will be incurred. Restructuring charges are recorded on restructuring plans that have been committed to by management and are, in part, based upon management’s best estimates of future events. The following table presents a summary of the 2019 restructuring plan charges in the Consolidated Statements of Income for the year ended December 31, 2019 which primarily consisted of asset impairment charges mainly related to capitalized software that was retired. Year Ended December 31, 2019 (in millions) Asset impairments $ 24 Severance and employee-related costs 8 Accelerated depreciation 2 Contract terminations 2 Consulting services 2 Other 1 Total restructuring charges $ 39 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The 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 7, “Investments,” for further discussion of our equity method investments. |
Principles of Consolidation | The accompanying consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results. These adjustments are of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Reclassification | Certain prior year amounts have been reclassified to conform to the current year presentation. |
Use of Estimates | Use of Estimates The preparation of 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 consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Foreign Currency | Foreign Currency Foreign denominated assets and liabilities are remeasured into the functional currency at exchange rates in effect at the balance sheet date and recorded through the income statement. Gains or losses resulting from foreign currency transactions are remeasured using the rates on the dates on which those elements are recognized during the period, and are included in general, administrative and other expense in the Consolidated Statements of Income. Translation gains or losses resulting from translating our subsidiaries’ financial statements from the local functional currency to the reporting currency, net of tax, are included in accumulated other comprehensive loss within stockholders’ equity in the Consolidated Balance Sheets. Assets and liabilities are translated at the balance sheet date while revenues and expenses are translated at the date the transaction occurs or at an applicable average rate. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all non-restricted cash in banks and highly liquid investments with original maturities of 90 days or less at the time of purchase. Such equivalent investments included in cash and cash equivalents in the Consolidated Balance Sheets were $135 million as of December 31, 2019 and $198 million as of December 31, 2018. Cash equivalents are carried at cost plus accrued interest, which approximates fair value due to the short maturities of these investments. |
Restricted Cash | Restricted Cash Current restricted cash, which was $30 million as of December 31, 2019 and $41 million as of December 31, 2018, is restricted from withdrawal due to a contractual or regulatory requirement or not available for general use and is classified as restricted cash in the Consolidated Balance Sheets. As of December 31, 2019 and 2018, current restricted cash primarily includes restricted cash held for our trading and clearing businesses. |
Receivables, net | Receivables, net Our receivables are concentrated with our member firms, market data distributors, listed companies and corporate |
Investments | Investments Purchases and sales of investment securities are recognized on settlement date. Financial investments Financial investments are primarily comprised of short-term investments with maturities greater than 90 days. These investments are bought principally to meet regulatory capital requirements mainly for our clearing operations at Nasdaq Clearing. These investments are classified as trading securities as they are generally sold in the near term. Changes in fair value of trading securities are included in other income in the Consolidated Statements of Income. Debt securities that are classified as available-for-sale investment securities are primarily comprised of commercial paper and are carried at fair value with unrealized gains and losses, net of tax, reported in accumulated other comprehensive loss within stockholders’ equity in the Consolidated Balance Sheets. Realized gains and losses on these securities are included in earnings upon disposition of the securities using the specific identification method. In addition, realized losses are recognized when management determines that a decline in value is other than temporary, which requires judgment regarding the amount and timing of recovery. For financial investments that are classified as available-for-sale securities, we also consider the extent to which cost exceeds fair value, the duration of that difference, management’s judgment about the issuer’s current and prospective financial condition, as well as our intent and ability to hold the security until recovery of the unrealized losses. Fair value of both trading and available-for-sale investment securities is generally obtained from third party pricing sources. When available, quoted market prices are used to determine fair value. If quoted market prices are not available, fair values are estimated using pricing models with observable market inputs. The inputs to the valuation models vary by the type of security being priced but are typically benchmark yields, reported trades, broker-dealer quotes, and prices of similar assets. Pricing models generally do not entail material subjectivity because the methodologies employed use inputs observed from active markets. See “Fair Value Measurements,” below for further discussion of fair value measures. Equity Securities Investments in equity securities with readily determinable fair values (other than those accounted for under the equity method or those that result in consolidation of the investee) are measured at fair value and any changes in fair value are recognized in other income in the Consolidated Statements of Income. Equity investments without readily determinable fair values are accounted for under the measurement alternative, under which investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer on a prospective basis. We assess relevant transactions that occur on or before the balance sheet date to identify observable price changes, and we regularly monitor these investments to evaluate whether there is an indication that the investment is impaired, based on t he share price from the investee's latest financing round , the performance of the investee in relation to its own operating targets, the investee's liquidity and cash position, and general market conditions. If a qualitative assessment indicates that the security is impaired, Nasdaq will estimate the fair value of the security, and if the fair value is less than the carrying amount of the security, recognize an impairment loss in net income equal to the difference in the period the impairment occurs . See Note 7, “Investments,” for further discussion of our equity securities. For the years ended December 31, 2019, 2018 and 2017, no material impairment charges were recorded on our equity securities and there were no upward or downward adjustments recorded. Our investments in equity securities are included in other non-current assets in the Consolidated Balance Sheets, as we intend to hold these investments for more than one year. Equity Method Investments In general, the equity method of accounting is used when we own 20% to 50% of the outstanding voting stock of a company or when we are able to exercise significant influence over the operating and financial policies of a company. We have certain investments in which we have determined that we have significant influence and as such account for the investments under the equity method of accounting. We record our pro-rata share of earnings or losses each period and record any dividends as a reduction in the investment balance. We evaluate our equity method investments for other-than-temporary declines in value by considering a variety of factors such as the earnings capacity of the investment and the fair value of the investment compared to its carrying amount. In addition, for investments where the market value is readily determinable, we consider the underlying stock price. If the estimated fair value of the investment is less than the carrying amount and management considers the decline in value to be other than temporary, the excess of the carrying amount over the estimated fair value is recognized in net income in the period the impairment occurs . See Note 7, “Investments,” for further discussion of our equity method investments. No material impairments were recorded to reduce the carrying value of our equity method investments in 2019, 2018 or 2017. Default Funds and Margin Deposits Nasdaq Clearing members’ cash contributions are included in default funds and margin deposits in the Consolidated Balance Sheets as both a current asset and a current liability. 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. 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 Consolidated Balance Sheets as Nasdaq Clearing does not take legal ownership of these assets and the risks and rewards remain with the clearing members. Derivative Financial Instruments and Hedging Activities Non-Designated Derivatives We use foreign exchange forward contracts to manage foreign currency exposure of intercompany loans, accounts receivable, accounts payable and other balance sheet items. These contracts are not designated as hedges for financial reporting purposes. The change in fair value of these contracts is recognized in general, administrative and other expense in the Consolidated Statements of Income and offsets the foreign currency exposure. As of December 31, 2019 and 2018, the fair value amounts of our derivative instruments were immaterial. Net Investment Hedges Net assets of our foreign subsidiaries are exposed to volatility in foreign currency exchange rates. We may utilize net investment hedges to offset the translation adjustment arising from re-measuring our investment in foreign subsidiaries. Our 2021, 2023, 2029, and 2030 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. Any increase or decrease related to the remeasurement of the 2021, 2023, 2029, and 2030 Notes into U.S. dollars is recorded in accumulated other |
Property and Equipment, net | Property and Equipment, net Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method over the estimated useful lives of the related assets, which range from 10 to 40 years for buildings and improvements, 2 to 5 years for data processing equipment, and 5 to 10 years for furniture and equipment. We develop systems solutions for both internal and external use. Certain costs incurred in connection with developing or obtaining internal use software are capitalized. In addition, certain costs of computer software to be sold, leased, or otherwise marketed as a separate product or as part of a product or process are capitalized beginning when a product’s technological feasibility has been established and ending when a product is available for general release. Technological feasibility is established upon completion of a detailed program design or, in its absence, completion. Prior to reaching technological feasibility, all costs are charged to expense. Unamortized capitalized costs are included in data processing equipment and software, within property and equipment, net in the Consolidated Balance Sheets. Capitalized software costs are amortized on a straight-line basis over the estimated useful lives of the software, generally 5 to 10 years. Amortization of these costs is included in depreciation and amortization expense in the Consolidated Statements of Income. Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the remaining term of the related lease. |
Leases | Leases On January 1, 2019, we adopted ASU 2016-02 and elected the optional transition method to initially apply the standard at the January 1, 2019 adoption date. As a result, we applied the new lease standard prospectively to our leases existing or commencing on or after January 1, 2019. Comparative periods presented were not restated upon adoption. Similarly, new disclosures under the standard were made for periods beginning January 1, 2019, and not for prior comparative periods. Prior periods will continue to be reported under guidance in effect prior to January 1, 2019. In addition, w e elected the package of practical expedients permitted under the transition guidance within the standard, which among other things, allowed us to not reassess contracts to determine if they contain leases, lease classification and initial direct costs. Adoption of the new standard resulted in the recording of operating lease assets of $384 million , a lease liability of $425 million , as well as the elimination of deferred rent and sublease reserves of $41 million as of January 1, 2019. The standard did not impact our statements of income and had no impact on our cash flows. At contract inception, we determine whether a contract is or contains a lease. As of December 31, 2019, w e have operating leases which are primarily real estate leases for our U.S. and European headquarters and for general office space. These leases have varying lease terms with remaining maturities ranging from 3 months to 17 years . Operating lease balances are included in operating lease assets, other current liabilities, and operating lease liabilities in our Consolidated Balance Sheets as of December 31, 2019 . As of December 31, 2019 , we do not have any finance leases. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Since our leases do not provide an implicit rate, we use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date in determining the present value of lease payments. The operating lease asset also includes any lease payments made and excludes lease incentives. Our lease terms include options to extend or terminate the lease when we are reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Certain of our lease agreements include rental payments adjusted periodically for inflation based on an index or rate. These payments are included in the initial measurement of the operating lease liability and operating lease asset. However, rental payments that are based on a change in an index or a rate are considered variable lease payments and are expensed as incurred. We have lease agreements with lease and non-lease components, which are accounted for as a single performance obligation to the extent that the timing and pattern of transfer are similar for the lease and non-lease components and the lease component qualifies as an operating lease . We do not recognize lease liabilities and operating lease assets for leases with a term of 12 months or less. We recognize these lease payments on a straight-line basis over the lease term. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets 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 assessed for impairment annually in the fourth quarter of our fiscal year using an October 1 measurement date, or more frequently if conditions exist that indicate that the asset 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. When testing goodwill for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis to determine if it is necessary to perform a quantitative goodwill impairment test. When assessing goodwill for impairment, our decision to perform a qualitative impairment assessment for a reporting unit in a given year is influenced by a number of factors, including but not limited to, the size of the reporting unit’s goodwill, the significance of the excess of the reporting unit’s estimated fair value over its carrying amount at the last quantitative assessment date, and the amount of time in between quantitative fair value assessments. In performing a qualitative assessment, we consider the extent to which unfavorable events or circumstances identified, such as changes in economic, industry and market conditions or company specific events, could affect the comparison of the reporting unit’s fair value with its carrying amount. If we choose not to complete a qualitative assessment for a given reporting unit, or if the initial assessment indicates that it is more likely than not that the carrying amount of a reporting unit exceeds its estimated fair value, a quantitative test is required. The quantitative goodwill test consists of two steps: • The first step compares the fair value of each reporting unit with its carrying amount, including goodwill. If the reporting unit’s fair value exceeds its carrying amount, goodwill is not impaired. • If the fair value of a reporting unit is less than its carrying amount, the second step of the goodwill test is performed to measure the amount of impairment, if any. An impairment is equal to the excess of the carrying amount of goodwill over its fair value. On January 1, 2020, we adopted ASU 2017-04. See “Goodwill,” of “Recent Accounting Pronouncements,” below for further discussion. We also evaluate indefinite-lived intangible assets for impairment annually in the fourth quarter of our fiscal year using an October 1 measurement date, or more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than its carrying amount. Such evaluation includes determining the fair value of the asset and comparing the fair value of the asset with its carrying amount . If the fair value of the indefinite-lived intangible asset is less than its carrying amount , an impairment charge is recognized in an amount equal to the difference. For indefinite-lived intangible assets impairment testing, we also have the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than the carrying amount. If, after assessing the totality of events or circumstances, we determine that it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount, then we must perform additional testing of the asset. Otherwise, we conclude that no impairment is indicated and further testing is not performed. There was no impairment of goodwill for the years ended December 31, 2019, 2018 and 2017 and there were no indefinite-lived intangible asset impairment charges in 2019, 2018 and 2017. Disruptions to our business and events, such as extended economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses, may result in goodwill or indefinite-lived intangible asset impairment charges in the future. |
Valuation of Other Long-Lived Assets | Valuation of Other Long-Lived Assets |
Revenue From Contracts With Customers | Revenue From Contracts With Customers Our revenue recognition policies under Topic 606 are described in the following paragraphs. Contract Balances Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our Consolidated Balance Sheets as receivables which is net of allowance for doubtful accounts of $9 million as of December 31, 2019 and $13 million as of December 31, 2018 . The changes in the balance between periods were immaterial. We do not have obligations for warranties, returns or refunds to customers. For the majority of our contracts with customers, except for our market technology and listings services contracts, our performance obligations are short-term in nature and there is no significant variable consideration. We do not have revenues recognized from performance obligations that were satisfied in prior periods. We do not provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. For contract durations that are one-year or greater, we do not have a material portion of transaction price allocated to unsatisfied performance obligations that are not included in deferred revenue other than for our market technology contracts which are discussed below under “Market Technology.” Deferred revenue primarily represents our contract liabilities related to our fees for annual and initial listings, market technology, corporate solutions and information services contracts. Deferred revenue is the only significant contract asset or liability as of December 31, 2019. See Note 9, “Deferred Revenue,” for our discussion of deferred revenue balances, activity, and expected timing of recognition. See “Revenue Recognition” below for further descriptions of our revenue contracts. Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and amortized on a straight-line basis over the period of benefit that we have determined to be the contract term or estimated service period. Sales commissions for renewal contracts are deferred and amortized on a straight-line basis over the related contractual renewal period. Amortization expense is included in compensation and benefits expense in the Consolidated Statements of Income. The balance of deferred costs and related amortization expense are not material to our consolidated financial statements. S ales commissions are expensed when incurred if contract durations are one year or less. Sales taxes are excluded from transaction prices. Certain judgments and estimates were used in the identification and timing of satisfaction of performance obligations and the related allocation of transaction price and are discussed below. We believe that these represent a faithful depiction of the transfer of services to our customers. Revenue Recognition Our primary revenue contract classifications are described below. Although we may discuss additional revenue details in our “Management's Discussion and Analysis of Financial Condition and Results of Operations,” the categories below best represent those that depict similar economic characteristics of the nature, amount, timing and uncertainty of our revenues and cash flows. Market Services Transaction-Based Trading and Clearing Transaction-based trading and clearing includes equity derivative trading and clearing, cash equity trading and FICC revenues. Nasdaq charges transaction fees for trades executed on our exchanges, as well as on orders that are routed to and executed on other market venues. Nasdaq charges clearing fees for contracts cleared with Nasdaq Clearing. In the U.S., transaction fees are based on trading volumes for trades executed on our U.S. exchanges and in Europe, transaction fees are based on the volume and value of traded and cleared contracts. In Canada, transaction fees are based on trading volumes for trades executed on our Canadian exchange. Nasdaq satisfies its performance obligation for trading services upon the execution of a customer trade and clearing services when a contract is cleared, as trading and clearing transactions are substantially complete when they are executed and we have no further obligation to the customer at that time. Transaction-based trading and clearing fees can be variable and are based on trade volume tiered discounts. Transaction revenues, as well as any tiered volume discounts, are calculated and billed monthly in accordance with our published fee schedules. In the U.S., we also pay liquidity payments to customers based on our published fee schedules. We use these payments to improve the liquidity on our markets and therefore recognize those payments as a cost of revenue. The majority of our FICC trading and clearing customers are charged transaction fees, as discussed above, which are based on the volume and value of traded and cleared contracts. We also enter into annual fixed contracts with customers trading U.S. Treasury securities. The customers are charged an annual fixed fee which is billed per the agreement, on a monthly or quarterly basis. Revenues earned on fixed contracts are recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer since the customer receives and consumes the benefit as Nasdaq provides the service. For U.S. equity derivative trading, we credit a portion of the per share execution charge to the market participant that provides the liquidity. For U.S. cash equity trading, for Nasdaq and Nasdaq PSX, we credit a portion of the per share execution charge to the market participant that provides the liquidity and for Nasdaq BX, we credit a portion of the per share execution charge to the market participant that takes the liquidity. We record these credits as transaction rebates that are included in transaction-based expense in the Consolidated Statements of Income. These transaction rebates are paid on a monthly basis and the amounts due are included in accounts payable and accrued expenses in the Consolidated Balance Sheets. In the U.S., we pay Section 31 fees to the SEC for supervision and regulation of securities markets. We pass these costs along to our customers through our equity derivative trading and clearing fees and our cash equity trading fees. We collect the fees as a pass-through charge from organizations executing eligible trades on our options exchanges and our cash equity platforms and we recognize these amounts in transaction-based expenses when incurred. Section 31 fees received are included in cash and cash equivalents in the Consolidated Balance Sheets at the time of receipt and, as required by law, the amount due to the SEC is remitted semiannually and recorded as Section 31 fees payable to the SEC in the Consolidated Balance Sheets until paid. Since the amount recorded as revenues is equal to the amount recorded as transaction-based expenses, there is no impact on our revenues less transaction-based expenses. As we hold the cash received until payment to the SEC, we earn interest income on the related cash balances. Under our Limitation of Liability Rule and procedures, we may, subject to certain caps, provide compensation for losses directly resulting from our systems’ actual failure to correctly process an order, quote, message or other data into our platform. We do not record a liability for any potential claims that may be submitted under the Limitation of Liability Rule unless they meet the provisions required in accordance with U.S. GAAP. As such, losses arising as a result of the rule are accrued and charged to expense only if the loss is probable and estimable. Trade Management Services We provide market participants with a wide variety of alternatives for connecting to and accessing our markets for a fee. We also offer market participants colocation services, whereby we charge firms for cabinet space and power to house their own equipment and servers within our data centers. These participants are charged monthly fees for cabinet space, connectivity and support in accordance with our published fee schedules. These fees are recognized on a monthly basis when the performance obligation is met. We also earn revenues from annual and monthly exchange membership and registration fees. Revenues for providing access to our markets, colocation services and monthly exchange membership and registration fees are recognized on a monthly basis as the service is provided. Revenues from annual fees for exchange membership and registration fees are recognized ratably over the following 12-month period since the customer receives and consumes the benefit as Nasdaq provides the service. We also offer broker services to financial participants in the Nordic market primarily offering technology and customized securities administration solutions. Such services and solutions primarily consist of flexible back-office systems, which allow customers to efficiently manage safekeeping, settlement and corporate actions and reporting, and include connectivity to exchanges and central securities depositories. Revenues from broker services are based on a fixed basic fee for administration or licensing, maintenance and operations, and an incremental fee depending on the number of transactions completed. Broker services revenues are generally billed and recognized monthly. As previously noted, in January 2020, management commenced an orderly wind-down of this broker services operations business. We expect this wind-down to continue through the second quarter of 2021. Corporate Services Listing Services Listing services revenues primarily include initial listing fees and annual renewal fees. Under Topic 606, the initial listing fee is allocated to multiple performance obligations including initial and subsequent listing services and corporate solutions services (when a company qualifies to receive these services under the applicable Nasdaq rule), as well as a customer's material right to renew the option to list on our exchanges. In performing this allocation, the standalone selling price of the performance obligations is based on the initial and annual listing fees and the standalone selling price of the corporate solutions services is based on its market value. All listing fees are billed upfront and the identified performance obligations are satisfied over time since the customer receives and consumes the benefit as Nasdaq provides the listing service. The amount of revenue related to the corporate solutions services performance obligation is recognized ratably over a two-year period, which is based on contract terms, with the remaining revenue recognized ratably over six years which is based on our historical listing experience and projected future listing duration. In the U.S., annual renewal fees are charged based on the number of outstanding shares of companies listed in the U.S. at the end of the prior year and are recognized ratably over the following 12-month period since the customer receives and consumes the benefit as Nasdaq provides the service. European annual renewal fees, which are received from companies listed on our Nasdaq Nordic and Nasdaq Baltic exchanges and Nasdaq First North, are directly related to the listed companies’ market capitalization on a trailing 12-month basis and are recognized ratably over the following 12-month period since the customer receives and consumes the benefit as Nasdaq provides the service. Corporate Solutions Our Corporate Solutions business includes our Investor Relations Intelligence and Governance Solutions businesses, which serve both public and private companies and organizations. As of December 31, 2019, corporate solutions revenues primarily include subscription and transaction-based income from our investor relations intelligence and governance solutions products and services. Subscription-based revenues earned are recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer since the customer receives and consumes the benefit as Nasdaq provides the service. Generally, fees are billed in advance and the contract provides for automatic renewal. As part of subscription agreements, customers can also be charged usage fees based upon actual usage of the services provided. Revenues from usage fees are recognized at a point in time when the service is provided. Information Services Market Data Market data revenues are earned from U.S. and European proprietary market data products. In the U.S., we also earn revenues from U.S. shared tape plans. We earn revenues primarily based on the number of data subscribers and distributors of our data. Market data revenues are subscription-based and are recognized on a monthly basis. For U.S. tape plans, revenues are collected monthly based on published fee schedules and distributed quarterly to the U.S. exchanges based on a formula required by Regulation NMS that takes into account both trading and quoting activity. Revenues are presented on a net basis as we are acting as an agent in this arrangement. Market Data Revenue Sharing The most significant component of market data revenues recorded on a net basis is the UTP Plan revenue sharing in the U.S. All indicators of principal versus agent reporting under U.S. GAAP have been considered in analyzing the appropriate presentation of the revenue sharing. However, the following are the primary indicators of net reporting: • We are the administrator for the plan, in addition to being a participant in the plan. In our unique role as administrator, we facilitate the collection and dissemination of revenues on behalf of the plan participants. As a participant, we share in the net distribution of revenues according to the plan on the same terms as all other plan participants. • The operating committee of the plan, which is comprised of representatives from each of the participants, including us solely in our capacity as a plan participant, is responsible for setting the level of fees to be paid by distributors and subscribers and taking action in accordance with the provisions of the plan, subject to SEC approval. • Risk of loss on the revenue is shared equally among plan participants according to the plan. The exchanges that comprise Nasdaq Nordic and Nasdaq Baltic do not have any material market data revenue sharing agreements. Index We develop and license Nasdaq branded indexes, associated derivatives and financial products as part of our Global Index Family. We also provide index data products and custom calculation services for third-party clients. Revenues primarily include license fees from these branded indexes, associated derivatives and financial products in the U.S. and abroad. We primarily have two types of license agreements: transaction-based licenses and asset-based licenses. Transaction-based licenses are generally renewable agreements. Customers are charged based on transaction volume or a minimum contract amount, or both. If a customer is charged based on transaction volume, we recognize revenue when the transaction occurs. If a customer is charged based on a minimum contract amount, we recognize revenue on a pro-rata basis over the licensing term since the customer receives and consumes the benefit as Nasdaq provides the service. Asset-based licenses are also generally renewable agreements. Customers are charged based on a percentage of AUM for licensed products, per the agreement, on a monthly or quarterly basis. These revenues are recognized over the term of the license agreement since the customer receives and consumes the benefit as Nasdaq provides the service. Revenue from index data subscriptions are recognized on a monthly basis. Investment Data & Analytics Investment data & analytics revenues are earned from investment content and analytics products. We earn revenues primarily based on the number of content and analytics subscribers and distributors. Subscription agreements are generally annual in term, payable in advance, and provide for automatic renewal. Subscription-based revenues are recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer since the customer receives and consumes the benefit as Nasdaq provides the service. Market Technology Market Technology provides technology solutions for trading, clearing, settlement, surveillance and information dissemination, as well as risk management solutions. Revenues primarily consist of software, license and support revenues, change request revenues, and SaaS revenues. In our Market Technology business, we enter into long-term contracts with customers to develop customized technology solutions, license the right to use software, and provide support and other services to our customers. We also enter into agreements to modify the system solutions sold by Nasdaq after delivery has occurred. In addition, we enter into subscription agreements which allow customers to connect to our servers to access our software. Our long-term contracts with customers to develop customized technology solutions, license the right to use software and provide support and other services to our customers have multiple performance obligations. The performance obligations are generally: (i) software license and installation service and (ii) software support. We have determined that the software license and installation service are not distinct as the license and the customized installation service are inputs to produce the combined output, a functional and integrated software system. For contracts with multiple performance obligations, we allocate the contract transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. In instances where standalone selling price is not directly observable, such as when we do not sell the product or service separately, we determine the standalone selling price predominantly through an expected cost plus a margin approach. Contract modifications are routine in the performance of our contracts. Contracts are often modified to account for changes in contract specifications or requirements. In most instances, contract modifications are for goods and services that are not distinct, and, therefore, are accounted for as part of the existing contract. For our long-term contracts, payments are generally made throughout the contract life and can be dependent on either reaching certain milestones or paid upfront in advance of the service period depending on the stage of the contract. For subscription agreements, contract payment terms can be quarterly, annually or monthly, in advance. For all other contracts, payment terms vary. We generally recognize revenue over time as our customers simultaneously receive and consume the benefits provided by our performance because our customer controls the asset for which we are creating, our performance does not create an asset with alternative use, and we have a right to payment for performance completed to date. For these services, we recognize revenue over time using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligation. Incurred costs represent work performed, which corresponds with, and thereby depicts, the transfer of control to the customer. Contract costs generally include labor and direct overhead. For software support and update services, and for subscription agreements which allow customers to connect to our servers to access our software, we generally recognize revenue ratably over the service period beginning on the date our service is made available to the customer since the customer receives and consumes the benefit consistently over the period as Nasdaq provides the services. Accounting for our long-term contracts requires judgment relative to assessing risks and their impact on the estimate of revenues and costs. Our estimates are impacted by factors such as the potential for schedule and technical issues, productivity, and the complexity of work performed. When adjustments in estimated total contract costs are required, any changes in the estimated revenues from prior estimates are recognized in the current period for the effect of such change. If estimates of total costs to be incurred on a contract exceed estimates of total revenues, a provision for the entire estimated loss on the contract is recorded in the period in which the loss is determined. Other Revenues Other revenues include the revenues from the BWise enterprise governance, risk and compliance software platform, which was sold in March 2019 and revenues from the Public Relations Solutions and Digital Media Services businesses which were sold in April 2018. Prior to the sale dates, these revenues were included in our Corporate Solutions business and were both subscription and transaction-based revenues. |
Earnings Per Share | Earnings Per Share |
Pension and Post-Retirement Benefits | Pension and Post-Retirement Benefits Pension and other post-retirement benefit plan information for financial reporting purposes is developed using actuarial valuations. We assess our pension and other post-retirement benefit plan assumptions on a regular basis. In evaluating these assumptions, we consider many factors, including evaluation of the discount rate, expected rate of return on plan assets, mortality rate, healthcare cost trend rate, retirement age assumption, our historical assumptions compared with actual results and analysis of current market conditions and asset allocations. See Note 11, “Retirement Plans,” for further discussion. Discount rates used for pension and other post-retirement benefit plan calculations are evaluated annually and modified to reflect the prevailing market rates at the measurement date of a high-quality fixed-income debt instrument portfolio that would provide the future cash flows needed to pay the benefits included in the benefit obligations as they come due. Actuarial assumptions are based upon management’s best estimates and judgment. The expected rate of return on plan assets for our U.S. pension plans represents our long-term assessment of return expectations which may change based on significant shifts in economic and financial market conditions. The long-term rate of return on plan assets is derived from return assumptions based on targeted allocations for various asset classes. While we consider the pension plans’ recent performance and other economic growth and inflation factors, which are supported by long-term historical data, the return expectations for the targeted asset categories represent a long-term prospective return. |
Share-Based Compensation | Share-Based Compensation Nasdaq uses the fair value method of accounting for share-based awards. Share-based awards, or equity awards, include stock options, restricted stock, and PSUs. The fair value of stock options are estimated using the Black-Scholes option-pricing model. The fair value of restricted stock awards and PSUs, other than PSUs granted with market conditions, is determined based on the grant date closing stock price less the present value of future cash dividends. We estimate the fair value of PSUs granted with market conditions using a Monte Carlo simulation model at the date of grant. We generally recognize compensation expense for equity awards on a straight-line basis over the requisite service period of the award, taking into account an estimated forfeiture rate. Granted but unvested shares are generally forfeited upon termination of employment. Excess tax benefits or expense related to employee share-based payments, if any, are recognized as income tax benefit or expense in the Consolidated Statements of Income when the awards vest or are settled. Nasdaq also has an ESPP that allows eligible employees to purchase a limited number of shares of our common stock at six-month intervals, called offering periods, at 85.0% of the lower of the fair market value on the first or the last day of each offering period. The 15.0% discount given to our employees is included in compensation and benefits expense in the Consolidated Statements of Income. |
Merger and Strategic Initiatives | Merger and Strategic Initiatives We incur incremental direct merger and strategic initiative costs relating to various completed and potential acquisitions, divestitures, and other strategic opportunities. These costs include outside advisor fees, and other external costs directly related to proposed or closed transactions. We also incur integration costs primarily related to employee termination costs, and professional services costs incurred relating to the integrations. As of December 31, 2019, all planned integrations for our 2018 and 2017 acquisitions have been completed. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, we consider the principal or most advantageous market in which we would transact, and we also consider assumptions that market participants would use when pricing the asset or liability. Fair value measurement establishes a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect Nasdaq’s market assumptions. These two types of inputs create the following fair value hierarchy: • Level 1-Quoted prices for identical instruments in active markets. • Level 2-Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. • Level 3-Instruments whose significant value drivers are unobservable. This hierarchy requires the use of observable market data when available. |
Tax Matters | Tax Matters We use the asset and liability method to determine income taxes on all transactions recorded in the consolidated financial statements. Deferred tax assets (net of valuation allowances) and deferred tax liabilities are presented net by jurisdiction as either a non-current asset or liability in our Consolidated Balance Sheets, as appropriate. 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 consolidated financial statements. Interest and/or penalties related to income tax matters are recognized in income tax expense. |
Assets Held for Sale | Assets Held for Sale We classify assets or disposal groups as held for sale in the period in which all of the following criteria are met: • management commits to a plan to sell; • the asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets or disposal groups; • an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; • the sale is probable within one year; • the asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and • it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. |
Subsequent Events | Subsequent Events We have evaluated subsequent events through the issuance date of this Annual Report on Form 10-K. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Standard Description Effective Date Effect on the Financial Statements or Other Significant Matters Income Taxes In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes.” This ASU simplifies the accounting for income taxes by eliminating certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. January 1, 2021, with early adoption permitted in any annual or interim period for which financial statements have not yet been issued or made available for issuance. We early adopted this standard as of October 1, 2019. There was no impact to the financial statements or our disclosures as a result of the adoption of this standard. 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. January 1, 2020. We adopted this standard on January 1, 2020. 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. 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 applies 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 trade receivables. For available-for-sale debt securities with unrealized losses, credit losses are measured in a manner similar to previous accounting, except that the losses are recognized as allowances rather than reductions in the amortized cost of the securities. January 1, 2020. We adopted this standard on January 1, 2020 using the modified retrospective transition method. We recorded an immaterial non-cash cumulative effect adjustment to retained earnings on our opening consolidated balance sheet as of January 1, 2020. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of the Recent Accounting Pronouncements | Accounting Standard Description Effective Date Effect on the Financial Statements or Other Significant Matters Income Taxes In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes.” This ASU simplifies the accounting for income taxes by eliminating certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. January 1, 2021, with early adoption permitted in any annual or interim period for which financial statements have not yet been issued or made available for issuance. We early adopted this standard as of October 1, 2019. There was no impact to the financial statements or our disclosures as a result of the adoption of this standard. 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. January 1, 2020. We adopted this standard on January 1, 2020. 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. 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 applies 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 trade receivables. For available-for-sale debt securities with unrealized losses, credit losses are measured in a manner similar to previous accounting, except that the losses are recognized as allowances rather than reductions in the amortized cost of the securities. January 1, 2020. We adopted this standard on January 1, 2020 using the modified retrospective transition method. We recorded an immaterial non-cash cumulative effect adjustment to retained earnings on our opening consolidated balance sheet as of January 1, 2020. |
Revenue From Contracts With C_2
Revenue From Contracts With Customers (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables summarize the disaggregation of revenue by major product and service and by segment for the years ended December 31, 2019 , 2018 and 2017 : Year Ended December 31, 2019 Market Services Corporate Services Information Services Market Technology Other Revenues Consolidated (in millions) Transaction-based trading and clearing, net $ 621 $ — $ — $ — $ — $ 621 Trade management services 291 — — — — 291 Listing services — 296 — — — 296 Corporate solutions — 200 — — — 200 Market data — — 398 — — 398 Index — — 223 — — 223 Investment data & analytics — — 158 — — 158 Market technology — — — 338 — 338 Other revenues — — — — 10 10 Revenues less transaction-based expenses $ 912 $ 496 $ 779 $ 338 $ 10 $ 2,535 Year Ended December 31, 2018 Market Services Corporate Services Information Services Market Technology Other Revenues Consolidated (in millions) Transaction-based trading and clearing, net $ 666 $ — $ — $ — $ — $ 666 Trade management services 292 — — — — 292 Listing services — 290 — — — 290 Corporate solutions — 197 — — — 197 Market data — — 390 — — 390 Index — — 206 — — 206 Investment data & analytics — — 118 — — 118 Market technology — — — 270 — 270 Other revenues — — — — 97 97 Revenues less transaction-based expenses $ 958 $ 487 $ 714 $ 270 $ 97 $ 2,526 Year Ended December 31, 2017 Market Services Corporate Services Information Services Market Technology Other Revenues Consolidated (in millions) Transaction-based trading and clearing, net $ 590 $ — $ — $ — $ — $ 590 Trade management services 291 — — — — 291 Listing services — 267 — — — 267 Corporate solutions — 192 — — — 192 Market data — — 369 — — 369 Index — — 171 — — 171 Investment data & analytics — — 48 — — 48 Market technology — — — 247 — 247 Other revenues — — — — 236 236 Revenues less transaction-based expenses $ 881 $ 459 $ 588 $ 247 $ 236 $ 2,411 |
Remaining Performance Obligation, Expected Timing of Satisfaction | For our market technology contracts, t he following table summarizes the amount of the transaction price allocated to performance obligations that are unsatisfied as of December 31, 2019 : (in millions) 2020 $ 320 2021 235 2022 108 2023 74 2024 56 2025 and thereafter 94 Total $ 887 |
Acquisitions and Divestiture (T
Acquisitions and Divestiture (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | 2019 Acquisitions Acquisition of Cinnober Purchase Consideration Total Net Assets Acquired Total Net Deferred Tax Liability Acquired Goodwill (in millions) Cinnober $ 219 $ 18 $ (19 ) $ 74 $ 146 |
Acquired Finite Lived Intangible Assets in Acquisition | The following table presents the details of the customer relationships intangible asset at the date of acquisition for Cinnober which was the significant acquired intangible asset for this acquisition. All acquired intangible assets with finite lives are amortized using the straight-line method. Customer relationships (in millions) $ 67 Discount rate used 9.5 % Estimated average useful life 13 years |
Assets and Liabilities Held F_2
Assets and Liabilities Held For Sale (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Carrying Amounts of Assets and Liabilities Classified as Held for Sale | The carrying amounts of the major classes of assets and liabilities that were classified as held for sale at December 31, 2018 were as follows: December 31, 2018 (in millions) Receivables, net $ 13 Property and equipment, net 10 Goodwill (1) 47 Intangible assets, net (2) 16 Other assets 3 Total assets held for sale (3) $ 89 Deferred tax liabilities $ 4 Deferred revenue 12 Other current liabilities 4 Total liabilities held for sale (4) $ 20 ____________ (1) The assignment of goodwill was based on the relative fair value of the disposal group and the portion of the remaining reporting unit. (2) Primarily represents customer relationships. (3) Included in other current assets in the Consolidated Balance Sheets as of December 31, 2018. (4) Included in other current liabilities in the Consolidated Balance Sheets as of December 31, 2018. |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table presents the changes in goodwill by business segment during the year ended December 31, 2019 : Market Services Corporate Services Information Services Market Technology Total (in millions) Balance at December 31, 2018 $ 3,430 $ 455 $ 2,333 $ 145 $ 6,363 Goodwill acquired — 10 — 137 147 Measurement period adjustments — — — 9 9 Sale of business (16 ) — — — (16 ) Foreign currency translation adjustment (72 ) (5 ) (50 ) (10 ) (137 ) Balance at December 31, 2019 $ 3,342 $ 460 $ 2,283 $ 281 $ 6,366 |
Schedule of Acquired Finite-Lived Intangible Assets | The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived: December 31, 2019 December 31, 2018 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount (in millions) (in millions) Finite-Lived Intangible Assets Technology $ 63 $ (19 ) $ 44 $ 54 $ (15 ) $ 39 Customer relationships 1,596 (532 ) 1,064 1,532 (456 ) 1,076 Other 18 (5 ) 13 17 (2 ) 15 Foreign currency translation adjustment (159 ) 55 (104 ) (149 ) 64 (85 ) Total finite-lived intangible assets $ 1,518 $ (501 ) $ 1,017 $ 1,454 $ (409 ) $ 1,045 Indefinite-Lived Intangible Assets Exchange and clearing registrations $ 1,257 $ — $ 1,257 $ 1,257 $ — $ 1,257 Trade names 121 — 121 122 — 122 Licenses 52 — 52 52 — 52 Foreign currency translation adjustment (198 ) — (198 ) (176 ) — (176 ) Total indefinite-lived intangible assets $ 1,232 $ — $ 1,232 $ 1,255 $ — $ 1,255 Total intangible assets $ 2,750 $ (501 ) $ 2,249 $ 2,709 $ (409 ) $ 2,300 |
Schedule of Acquired Indefinite-lived Intangible Assets | The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived: December 31, 2019 December 31, 2018 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount (in millions) (in millions) Finite-Lived Intangible Assets Technology $ 63 $ (19 ) $ 44 $ 54 $ (15 ) $ 39 Customer relationships 1,596 (532 ) 1,064 1,532 (456 ) 1,076 Other 18 (5 ) 13 17 (2 ) 15 Foreign currency translation adjustment (159 ) 55 (104 ) (149 ) 64 (85 ) Total finite-lived intangible assets $ 1,518 $ (501 ) $ 1,017 $ 1,454 $ (409 ) $ 1,045 Indefinite-Lived Intangible Assets Exchange and clearing registrations $ 1,257 $ — $ 1,257 $ 1,257 $ — $ 1,257 Trade names 121 — 121 122 — 122 Licenses 52 — 52 52 — 52 Foreign currency translation adjustment (198 ) — (198 ) (176 ) — (176 ) Total indefinite-lived intangible assets $ 1,232 $ — $ 1,232 $ 1,255 $ — $ 1,255 Total intangible assets $ 2,750 $ (501 ) $ 2,249 $ 2,709 $ (409 ) $ 2,300 |
Schedule of Estimated Future Amortization Expense | The estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $104 million as of December 31, 2019 ) of acquired finite-lived intangible assets as of December 31, 2019 is as follows: (in millions) 2020 $ 105 2021 104 2022 100 2023 98 2024 97 2025 and thereafter 617 Total $ 1,121 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investments | The following table presents the details of our investments: December 31, December 31, (in millions) Trading securities $ 291 $ 259 Available-for-sale investment securities — 9 Financial investments $ 291 $ 268 Equity method investments $ 156 $ 135 Equity securities $ 49 $ 44 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | The following table presents our major categories of property and equipment, net: Year Ended December 31, 2019 2018 (in millions) Data processing equipment and software $ 565 $ 526 Furniture, equipment and leasehold improvements 305 274 Total property and equipment 870 800 Less: accumulated depreciation and amortization (486 ) (424 ) Total property and equipment, net $ 384 $ 376 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Changes in Deferred Revenue | The changes in our deferred revenue during the year ended December 31, 2019 are reflected in the following table: Initial Listing Revenues Annual Listings Revenues Corporate Solutions Revenues Information Services Revenues Market Technology Revenues Other (1) Total (in millions) Balance at December 31, 2018 $ 66 $ 4 $ 36 $ 80 $ 75 $ 20 $ 281 Deferred revenue billed in the current period, net of recognition 30 2 41 62 34 9 178 Revenue recognized that was included in the beginning of the period (26 ) (4 ) (36 ) (59 ) (40 ) (13 ) (178 ) Translation adjustment (1 ) — — (1 ) (3 ) (2 ) (7 ) Balance at December 31, 2019 $ 69 $ 2 $ 41 $ 82 $ 66 $ 14 $ 274 ____________ (1) |
Estimated Deferred Revenue | As of December 31, 2019 , we estimate that our deferred revenue will be recognized in the following years: Initial Listing Revenues Annual Listings Revenues Corporate Solutions Revenues Information Services Revenues Market Technology Revenues Other (1) Total (in millions) Fiscal year ended: 2020 $ 26 $ 2 $ 39 $ 80 $ 54 $ 10 $ 211 2021 19 — 2 2 12 3 38 2022 11 — — — — 1 12 2023 8 — — — — — 8 2024 and thereafter 5 — — — — — 5 Total $ 69 $ 2 $ 41 $ 82 $ 66 $ 14 $ 274 ____________ (1) Other primarily includes revenues from U.S. listing of additional shares fees which are included in our Listing Services business. |
Debt Obligations (Tables)
Debt Obligations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Changes in Debt Obligations | The following table presents the changes in the carrying amount of our debt obligations during the year ended December 31, 2019 : December 31, 2018 Additions Payments, Accretion December 31, 2019 Short-term debt: (in millions) Commercial paper $ 275 $ 4,678 $ (4,562 ) $ 391 Senior unsecured floating rate notes repaid on March 22, 2019 500 — (500 ) — 5.55% senior unsecured notes repaid on May 1, 2019 ( 1) 599 — (599 ) — $400 million senior unsecured term loan facility repaid on June 28, 2019 (average interest rate of 4.00% for the period January 1, 2019 through June 28, 2019) 100 — (100 ) — Total short-term debt 1,474 4,678 (5,761 ) 391 Long-term debt: 3.875% senior unsecured notes due June 7, 2021 686 — (15 ) 671 4.25% senior unsecured notes due June 1, 2024 497 — — 497 1.75% senior unsecured notes due May 19, 2023 682 — (14 ) 668 3.85% senior unsecured notes due June 30, 2026 496 — 1 497 1.75% senior unsecured notes due March 28, 2029 — 665 — 665 $1 billion senior unsecured revolving credit facility due April 25, 2022 (4 ) 15 (13 ) (2 ) Total long-term debt 2,357 680 (41 ) 2,996 Total debt obligations $ 3,831 $ 5,358 $ (5,802 ) $ 3,387 ____________ (1) Balance was reclassified to short-term debt as of March 31, 2019. |
Retirement Plans Retirement Pla
Retirement Plans Retirement Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Schedule of Expected Benefit Payments | We expect to make the following benefit payments to participants in the next ten fiscal years under the Nasdaq Benefit Plans: Pension SERP Post-retirement Total Fiscal Year Ended: (in millions) 2020 $ 8 $ 7 $ — $ 15 2021 6 2 — 8 2022 7 2 — 9 2023 7 2 — 9 2024 8 2 — 10 2025 through 2029 40 9 1 50 $ 76 $ 24 $ 1 $ 101 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [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 years ended December 31, 2019 , 2018 and 2017 in the Consolidated Statements of Income: Year Ended December 31, 2019 2018 2017 (in millions) Share-based compensation expense before income taxes $ 79 $ 69 $ 70 Income tax benefit (21 ) (19 ) (29 ) Share-based compensation expense after income taxes $ 58 $ 50 $ 41 |
Summary of Restricted Stock Activity | The following table summarizes our restricted stock activity for the years ended December 31, 2019 , 2018 and 2017: Restricted Stock Number of Awards Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2016 2,560,578 $ 45.92 Granted 737,864 $ 67.48 Vested (1,102,823 ) $ 38.56 Forfeited (207,119 ) $ 52.29 Unvested balances at December 31, 2017 1,988,500 $ 57.34 Granted 550,544 $ 81.66 Vested (702,832 ) $ 48.64 Forfeited (252,837 ) $ 63.86 Unvested balances at December 31, 2018 1,583,375 $ 68.62 Granted 605,033 $ 85.03 Vested (548,588 ) $ 61.45 Forfeited (153,064 ) $ 73.99 Unvested balances at December 31, 2019 1,486,756 $ 77.38 |
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: Year Ended December 31, 2019 2018 Weighted-average risk free interest rate (1) 2.26 % 2.36 % Expected volatility (2) 16.5 % 18.7 % Weighted-average grant date share price $89.00 $ 86.24 Weighted-average fair value at grant date $97.65 $ 116.86 ____________ (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 years ended December 31, 2019 , 2018 and 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 December 31, 2016 378,766 $ 52.55 1,314,668 $ 63.18 Granted (1) 197,075 $ 65.51 803,712 $ 55.57 Vested (202,073 ) $ 49.93 (1,079,925 ) $ 42.83 Forfeited (40,764 ) $ 55.92 (28,497 ) $ 87.86 Unvested balances at December 31, 2017 333,004 $ 61.39 1,009,958 $ 78.18 Granted (1) 177,831 $ 80.97 484,075 $ 90.92 Vested (170,257 ) $ 58.49 (655,204 ) $ 64.08 Forfeited (26,347 ) $ 61.83 (1,079 ) $ 81.57 Unvested balances at December 31, 2018 314,231 $ 74.01 837,750 $ 96.57 Granted (1) 179,599 $ 83.56 397,553 $ 96.55 Vested (147,984 ) $ 70.64 (431,751 ) $ 93.25 Forfeited (28,595 ) $ 75.43 (6,101 ) $ 103.29 Unvested balances at December 31, 2019 317,251 $ 80.87 797,451 $ 98.31 ____________ (1) Includes target awards granted and certain additional awards granted based on overachievement of performance parameters. |
Summary of Stock Options, Valuation Assumptions | We estimated the fair value of this stock option award using the Black-Scholes valuation model using the following assumptions: Expected life (in years) 6 Weighted-average risk free interest rate 2.1 % Expected volatility 25.6 % Dividend yield 1.92 % |
Summary of Stock Option Activity | A summary of stock option activity for the years ended December 31, 2019 , 2018 and 2017 is as follows: Number of Stock Options Weighted-Average Exercise Price Outstanding at December 31, 2016 1,406,371 $ 22.32 Granted 268,817 66.68 Exercised (1,102,830 ) 21.98 Forfeited (978 ) 21.33 Outstanding at December 31, 2017 571,380 $ 43.84 Exercised (118,094 ) 24.44 Forfeited (4,320 ) 26.11 Outstanding at December 31, 2018 448,966 $ 49.25 Exercised (69,699 ) 20.84 Forfeited (165 ) 25.28 Outstanding at December 31, 2019 379,102 $ 54.32 Exercisable at December 31, 2019 289,496 $ 50.50 |
Summary of Significant Ranges of Outstanding and Exercisable Stock | The following table summarizes significant ranges of outstanding and exercisable stock options as of December 31, 2019: Outstanding Exercisable Range of Exercise Prices Number of Weighted-Average Remaining Weighted-Average Aggregate Intrinsic Number of Weighted-Average Remaining Weighted-Average Aggregate Intrinsic $ 18.67 - $ 25.28 110,285 1.04 $ 24.20 $ 9 110,285 1.04 $ 24.20 $ 9 $ 66.68 268,817 7.01 66.68 11 179,211 7.01 66.68 7 Total 379,102 5.27 $ 54.32 $ 20 289,496 4.73 $ 50.50 $ 16 |
Summary of ESPP | The following table summarizes employee activity and expenses associated with the ESPP for the years ended December 31, 2019, 2018 and 2017. Year Ended December 31, 2019 2018 2017 Number of shares purchased 229,172 205,785 235,859 Weighted-average price of shares purchased $ 73.79 $ 66.79 $ 58.26 Compensation expense $ 4 $ 3 $ 3 |
Nasdaq Stockholders_ Equity (Ta
Nasdaq Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Common Stock in Treasury, at Cost | The following is a summary of our share repurchase activity, reported based on settlement date, for the year ended December 31, 2019 and 2018: Year Ended December 31, 2019 2018 Number of shares of common stock repurchased 2,053,855 4,508,426 Average price paid per share $ 97.37 $ 87.43 Total purchase price (in millions) $ 200 $ 394 |
Schedule of Dividends Declared | During 2019, 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 29, 2019 $ 0.44 March 15, 2019 $ 73 March 29, 2019 April 23, 2019 0.47 June 14, 2019 77 June 28, 2019 July 23, 2019 0.47 September 13, 2019 78 September 27, 2019 October 22, 2019 0.47 December 13, 2019 77 December 27, 2019 $ 305 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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: Year Ended December 31, 2019 2018 2017 Numerator: (in millions, except share and per share amounts) Net income attributable to common shareholders $ 774 $ 458 $ 729 Denominator: Weighted-average common shares outstanding for basic earnings per share 164,931,628 165,349,471 166,364,299 Weighted-average effect of dilutive securities: Employee equity awards (1) 1,679,922 1,988,610 2,861,892 Contingent issuance of common stock (2) 358,611 353,218 358,840 Weighted-average common shares outstanding for diluted earnings per share 166,970,161 167,691,299 169,585,031 Basic and diluted earnings per share: Basic earnings per share $ 4.69 $ 2.77 $ 4.38 Diluted earnings per share $ 4.63 $ 2.73 $ 4.30 ____________ (1) PSUs, which are considered contingently issuable, are included in the computation of dilutive earnings per share on a weighted average basis when management determines that the applicable performance criteria would have been met if the performance period ended as of the date of the relevant computation. (2) See “Non-Cash Contingent Consideration,” of Note 19, “Commitments, Contingencies and Guarantees,” for further discussion. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets Measured at Fair Value on Recurring Basis | The following tables present our financial assets and financial liabilities that are measured at fair value on a recurring basis as of December 31, 2019 and 2018. December 31, 2019 December 31, 2018 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 (in millions) (in millions) Assets at Fair Value Debt securities: European government $ 157 $ 157 $ — $ — $ 134 $ 134 $ — $ — Time deposits 57 — 57 — 30 — 30 — Corporate 34 — 34 — 41 — 41 — State owned enterprises and municipalities 24 — 24 — 14 — 14 — Swedish mortgage bonds 19 — 19 — 40 — 40 — Total debt securities $ 291 $ 157 $ 134 $ — $ 259 $ 134 $ 125 $ — Available-for-sale investment securities: Commercial paper $ — $ — $ — $ — $ 9 $ — $ 9 $ — Total assets at fair value $ 291 $ 157 $ 134 $ — $ 268 $ 134 $ 134 $ — Liabilities at Fair Value Other financial instruments $ — $ — $ — $ — $ 112 $ — $ 112 $ — Total liabilities at fair value $ — $ — $ — $ — $ 112 $ — $ 112 $ — |
Clearing Operations (Tables)
Clearing Operations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Due to and from Broker-Dealers and Clearing Organizations [Abstract] | |
Schedule of Clearing Member Default Fund Contributions | As of December 31, 2019 , clearing member default fund contributions and margin deposits were as follows: December 31, 2019 Cash Contributions Non-Cash Contributions Total Contributions (in millions) Default fund contributions $ 387 $ 183 $ 570 Margin deposits 2,609 3,544 6,153 Total $ 2,996 $ 3,727 $ 6,723 December 31, 2019 December 31, 2018 (in millions) Demand deposits $ 1,328 $ 3,094 Central bank certificates 896 1,017 European government debt securities 508 380 Reverse repurchase agreements 116 166 Supranationals and state owned enterprise debt securities 148 85 Total $ 2,996 $ 4,742 |
Schedule of Derivative Contracts Outstanding | The following table includes the market value of derivative contracts outstanding prior to netting: December 31, 2019 (in millions) Commodity and seafood options, futures and forwards (1)(2)(3) $ 267 Fixed-income options and futures (1)(2) 602 Stock options and futures (1)(2) 114 Index options and futures (1)(2) 65 Total $ 1,048 ____________ (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 following table includes the total number of derivative contracts cleared through Nasdaq Clearing for the years ended December 31, 2019 and 2018 : December 31, 2019 December 31, 2018 Commodity and seafood options, futures and forwards (1)(2) 542,557 1,649,912 Fixed-income options and futures 21,464,522 22,839,794 Stock options and futures 23,777,980 24,978,684 Index options and futures 47,595,114 49,038,297 Total 93,380,173 98,506,687 ____________ (1) The total volume in cleared power related to commodity contracts was 842 Terawatt hours (TWh) for the year ended December 31, 2019 and 1,067 TWh for the year ended December 31, 2018 . (2) As discussed elsewhere in this Form 10-K, in November 2019, Nasdaq sold the core assets of NFX to a third-party and the freight contracts with open interest are being migrated from NFX to other exchanges. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Balance Sheet Information | The following table provides supplemental balance sheet information related to Nasdaq's operating leases: Leases Balance Sheet Classification December 31, 2019 (in millions) Assets: Operating lease assets Operating lease assets $ 346 Liabilities: Current lease liabilities Other current liabilities $ 61 Non-current lease liabilities Operating lease liabilities 331 Total lease liabilities $ 392 |
Lease Cost and Supplemental Cash Flow Information | The following table provides information related to Nasdaq's lease term and discount rate: December 31, 2019 Weighted-average remaining lease term (in years) 10.4 Weighted-average discount rate 4.6 % The following table provides supplemental cash flow information related to Nasdaq's operating leases: Year Ended December 31, 2019 (in millions) Cash paid for amounts included in the measurement of operating lease liabilities $ 78 Lease assets obtained in exchange for new operating lease liabilities $ 26 The following table summarizes Nasdaq's lease cost: Year Ended December 31, 2019 (in millions) Operating lease cost (1) $ 79 Variable lease cost 23 Sublease income (5 ) Total lease cost $ 97 ____________ (1) Includes short-term lease cost, which was immaterial. |
Schedule of Operating Lease Liabilities | The following table reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities recorded in our consolidated balance sheet. December 31, 2019 (in millions) 2020 $ 77 2021 67 2022 46 2023 43 2024 35 Thereafter 240 Total lease payments 508 Less: interest (1) (116 ) Present value of lease liabilities (2) $ 392 ____________ (1) Calculated using the interest rate for each lease. (2) Includes the current portion of $61 million. |
Future Minimum Lease Payments | As of December 31, 2018, future minimum lease payments under non-cancelable operating leases, which are net of immaterial sublease income, were as follows: Year ending December 31: (in millions) 2019 $ 75 2020 69 2021 62 2022 44 2023 42 Thereafter 345 Total minimum lease payments $ 637 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Domestic and Foreign Components of Income Before Income Tax Provision | The following table presents the domestic and foreign components of income before income tax provision: Year Ended December 31, 2019 2018 2017 (in millions) Domestic $ 691 $ 636 $ 556 Foreign 328 428 316 Income before income tax provision $ 1,019 $ 1,064 $ 872 |
Schedule of Components of Income Tax Expense (Benefit) | The income tax provision consists of the following amounts: Year Ended December 31, 2019 2018 2017 (in millions) Current income taxes provision: Federal $ 120 $ 103 $ 51 State 40 56 17 Foreign 50 146 68 Total current income taxes provision 210 305 136 Deferred income taxes provision (benefit): Federal 27 185 (16 ) State 7 116 24 Foreign 1 — (1 ) Total deferred income taxes provision 35 301 7 Total income tax provision $ 245 $ 606 $ 143 |
Reconciliation of Provision of Income Taxes | A reconciliation of the income tax provision, based on the U.S. federal statutory rate, to our actual income tax provision for the years ended December 31, 2019, 2018 and 2017 is as follows: Year Ended December 31, 2019 2018 2017 Federal income tax provision at the statutory rate 21.0 % 21.0 % 35.0 % State income tax provision, net of federal effect 4.1 % 3.7 % 2.6 % Change in deferred taxes due to U.S. tax law changes — % 27.0 % (9.9 )% Excess tax benefits related to employee share-based compensation (0.5 )% (0.7 )% (4.0 )% Non-U.S. subsidiary earnings 0.3 % 0.1 % (6.0 )% Tax credits and deductions (0.2 )% (0.2 )% (1.0 )% Change in unrecognized tax benefits (0.1 )% 4.7 % (0.8 )% Other, net (0.6 )% 1.4 % 0.5 % Actual income tax provision 24.0 % 57.0 % 16.4 % |
Schedule of Deferred Tax Assets and Liabilities | The temporary differences, which give rise to our deferred tax assets and (liabilities), consisted of the following: December 31, 2019 2018 (in millions) Deferred tax assets: Deferred revenues $ 10 $ 19 Foreign net operating loss 4 23 State net operating loss 2 4 Compensation and benefits 32 33 Federal benefit of uncertain tax positions 6 17 Operating lease liabilities 101 — Other 20 25 Gross deferred tax assets 175 121 Less: valuation allowance — (23 ) Total deferred tax assets, net of valuation allowance $ 175 $ 98 Deferred tax liabilities: Amortization of software development costs and depreciation (42 ) (41 ) Amortization of acquired intangible assets (495 ) (498 ) Investments (37 ) (34 ) Unrealized gains (31 ) — Operating lease assets (89 ) — Other (32 ) (22 ) Gross deferred tax liabilities (726 ) (595 ) Net deferred tax liabilities $ (551 ) $ (497 ) Reported as: Non-current deferred tax assets (1) $ 1 $ 4 Deferred tax liabilities, net (552 ) (501 ) Net deferred tax liabilities $ (551 ) $ (497 ) ____________ (1) Included in other non-current assets in the Consolidated Balance Sheets. |
Summary of Net Operating Losses and Credits | As of December 31, 2019, Nasdaq has deferred tax assets associated with NOLs in U.S. state and local and non-U.S. jurisdictions with the following expiration dates: Jurisdiction Amount Expiration Date (in millions) Foreign NOL $ 4 No expiration State NOL 2 2025-2036 |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year Ended December 31, 2019 2018 2017 (in millions) Beginning balance $ 52 $ 45 $ 48 Additions as a result of tax positions taken in prior periods 10 28 2 Additions as a result of tax positions taken in the current period 1 6 5 Reductions related to settlements with taxing authorities (10 ) (23 ) — Reductions as a result of lapses of the applicable statute of limitations (5 ) (4 ) (10 ) Ending balance $ 48 $ 52 $ 45 |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Operating Segments | The following table presents certain information regarding our business segments for the years ended December 31, 2019 , 2018 and 2017: Market Services Corporate Services Information Services Market Technology Corporate Items Consolidated (in millions) Year Ended December 31, 2019 Total revenues $ 2,639 $ 496 $ 779 $ 338 $ 10 $ 4,262 Transaction-based expenses (1,727 ) — — — — (1,727 ) Revenues less transaction-based expenses 912 496 779 338 10 2,535 Depreciation and amortization 74 34 52 $ 30 — 190 Operating income (loss) 516 178 490 54 (221 ) 1,017 Purchase of property and equipment 30 27 30 40 — 127 Year Ended December 31, 2018 Total revenues $ 2,709 $ 487 $ 714 $ 270 $ 97 $ 4,277 Transaction-based expenses (1,751 ) — — — — (1,751 ) Revenues less transaction-based expenses 958 487 714 270 97 2,526 Depreciation and amortization 95 36 51 21 7 210 Operating income (loss) 544 155 460 34 (165 ) 1,028 Purchase of property and equipment 28 29 17 37 — 111 Year Ended December 31, 2017 Total revenues $ 2,418 $ 459 $ 588 $ 247 $ 236 $ 3,948 Transaction-based expenses (1,537 ) — — — — (1,537 ) Revenues less transaction-based expenses 881 459 588 247 236 2,411 Depreciation and amortization 95 40 26 14 13 188 Operating income (loss) 481 149 418 57 (114 ) 991 Purchase of property and equipment 59 41 10 34 — 144 |
Schedule of Corporate Items | A summary of our corporate items is as follows: Year Months Ended December 31, 2019 2018 2017 (in millions) Revenues - divested businesses $ 10 $ 97 $ 236 Expenses: Amortization expense of acquired intangible assets 101 109 92 Merger and strategic initiatives expense 30 21 44 Restructuring charges 39 — — Clearing default loss — 31 — Provision for notes receivable 20 — — Extinguishment of debt 11 — 10 Expenses - divested businesses 8 83 200 Other 22 18 4 Total expenses 231 262 350 Operating loss $ (221 ) $ (165 ) $ (114 ) |
Schedule of Revenue from External Customers and Property, Plant and Equipment by Geographic Areas | The following table presents total revenues and property and equipment, net by geographic area for 2019, 2018 and 2017. Revenues are classified based upon the location of the customer. Property and equipment information is based on the physical location of the assets. Total Property and (in millions) 2019: United States $ 3,409 $ 250 All other countries 853 134 Total $ 4,262 $ 384 2018: United States $ 3,379 $ 224 All other countries 898 152 Total $ 4,277 $ 376 2017: United States $ 3,081 $ 247 All other countries 867 153 Total $ 3,948 $ 400 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Charges | The following table presents a summary of the 2019 restructuring plan charges in the Consolidated Statements of Income for the year ended December 31, 2019 which primarily consisted of asset impairment charges mainly related to capitalized software that was retired. Year Ended December 31, 2019 (in millions) Asset impairments $ 24 Severance and employee-related costs 8 Accelerated depreciation 2 Contract terminations 2 Consulting services 2 Other 1 Total restructuring charges $ 39 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details) $ in Billions | 12 Months Ended |
Dec. 31, 2019USD ($)marketplacesegmentcompanyexchange_traded_productcountry | |
Organization And Basis Of Presentation [Line Items] | |
Number of operating segments | segment | 4 |
Corporate Services | United States | |
Organization And Basis Of Presentation [Line Items] | |
Total number of listings on The Nasdaq Stock Market | company | 3,140 |
ETPs and other listings listed on Nasdaq Stock Market | company | 412 |
Approximate combined market capitalization | $ | $ 14,900 |
Corporate Services | Europe | |
Organization And Basis Of Presentation [Line Items] | |
Approximate combined market capitalization | $ | $ 1,600 |
Total number of listed companies within Nordic and Baltic exchanges | company | 1,040 |
Information Services | |
Organization And Basis Of Presentation [Line Items] | |
Number of exchange traded products licensed to Nasdaq's Indexes | exchange_traded_product | 332 |
Assets management value | $ | $ 233 |
Market Technology | |
Organization And Basis Of Presentation [Line Items] | |
Number of exchanges | marketplace | 100 |
Number of countries services are provided | country | 50 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) | 12 Months Ended | ||||||
Dec. 31, 2019USD ($)agreement | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Feb. 29, 2020 | Apr. 30, 2019 | Jan. 01, 2019USD ($) | May 31, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Cash and cash equivalents | $ 332,000,000 | $ 545,000,000 | |||||
Restricted cash and cash equivalents, current | 30,000,000 | 41,000,000 | |||||
Allowance for doubtful accounts | 9,000,000 | 13,000,000 | $ 9,000,000 | ||||
Equity security impairment loss | 0 | 0 | 0 | ||||
Operating lease assets | 346,000,000 | ||||||
Operating lease liability | 331,000,000 | ||||||
Goodwill, impairment loss | 0 | 0 | 0 | ||||
Non-cash write-off related to indefinite-lived intangible asset | 0 | 0 | 0 | ||||
Asset impairment charges | 24,000,000 | 0 | $ 0 | ||||
Impairments of finite-lived intangible assets | $ 0 | ||||||
Corporate Services | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Number of types of license agreements | agreement | 2 | ||||||
Listing services | United States | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Revenue, remaining performance obligation, expected timing of satisfaction | 12 months | ||||||
Listing services | Europe | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Revenue, remaining performance obligation, expected timing of satisfaction | 12 months | ||||||
Accounting Standards Update 2016-02 | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Operating lease assets | $ 384,000,000 | ||||||
Operating lease liability | 425,000,000 | ||||||
Sublease reserves | $ 41,000,000 | ||||||
Senior Notes | 3.875% senior unsecured notes due June 7, 2021 | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Stated rate | 3.875% | ||||||
Senior Notes | 1.75% senior unsecured notes due May 19, 2023 | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Stated rate | 1.75% | 1.75% | |||||
Senior Notes | 1.75% senior unsecured notes due 2029 | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Stated rate | 1.75% | 1.75% | |||||
Employee Stock Purchase Plan | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Percentage of fair market value of common stock | 85.00% | ||||||
Percentage of discount to employees on purchase of common stock under employee stock purchase plant | 15.00% | ||||||
Cash Equivalents | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Cash and cash equivalents | $ 135,000,000 | $ 198,000,000 | |||||
Minimum | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Lease terms of contract | 3 months | ||||||
Minimum | Listing services | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Revenue, remaining performance obligation, expected timing of satisfaction | 2 years | ||||||
Minimum | Computer Software, Intangible Asset | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Estimated useful life of intangible assets | 5 years | ||||||
Minimum | Building and Building Improvements | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Estimated useful life of property and equipment | 10 years | ||||||
Minimum | Data processing equipment and software | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Estimated useful life of property and equipment | 2 years | ||||||
Minimum | Furniture And Equipment | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Estimated useful life of property and equipment | 5 years | ||||||
Maximum | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Lease terms of contract | 17 years | ||||||
Maximum | Listing services | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Revenue, remaining performance obligation, expected timing of satisfaction | 6 years | ||||||
Maximum | Computer Software, Intangible Asset | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Estimated useful life of intangible assets | 10 years | ||||||
Maximum | Building and Building Improvements | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Estimated useful life of property and equipment | 40 years | ||||||
Maximum | Data processing equipment and software | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Estimated useful life of property and equipment | 5 years | ||||||
Maximum | Furniture And Equipment | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Estimated useful life of property and equipment | 10 years | ||||||
Subsequent Event | Senior Notes | 3.875% senior unsecured notes due June 7, 2021 | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Stated rate | 3.875% | ||||||
Subsequent Event | Senior Notes | 0.875% Senior Unsecured Notes Due 2030 | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Stated rate | 0.875% |
Revenue From Contracts With C_3
Revenue From Contracts With Customers (Revenue by Product, Service and Segment) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | $ 2,535 | $ 2,526 | $ 2,411 |
Transaction-based trading and clearing, net | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 621 | 666 | 590 |
Trade management services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 291 | 292 | 291 |
Listing services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 296 | 290 | 267 |
Corporate solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 200 | 197 | 192 |
Market data | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 398 | 390 | 369 |
Index | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 223 | 206 | 171 |
Investment data & analytics | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 158 | 118 | 48 |
Market technology | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 338 | 270 | 247 |
Other revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 10 | 97 | 236 |
Operating Segments | Market Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 912 | 958 | 881 |
Operating Segments | Corporate Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 496 | 487 | 459 |
Operating Segments | Information Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 779 | 714 | 588 |
Operating Segments | Market Technology | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 338 | 270 | 247 |
Operating Segments | Transaction-based trading and clearing, net | Market Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 621 | 666 | 590 |
Operating Segments | Transaction-based trading and clearing, net | Corporate Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Transaction-based trading and clearing, net | Information Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Transaction-based trading and clearing, net | Market Technology | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Trade management services | Market Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 291 | 292 | 291 |
Operating Segments | Trade management services | Corporate Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Trade management services | Information Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Trade management services | Market Technology | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Listing services | Market Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Listing services | Corporate Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 296 | 290 | 267 |
Operating Segments | Listing services | Information Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Listing services | Market Technology | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Corporate solutions | Market Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Corporate solutions | Corporate Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 200 | 197 | 192 |
Operating Segments | Corporate solutions | Information Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Corporate solutions | Market Technology | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Market data | Market Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Market data | Corporate Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Market data | Information Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 398 | 390 | 369 |
Operating Segments | Market data | Market Technology | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Index | Market Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Index | Corporate Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Index | Information Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 223 | 206 | 171 |
Operating Segments | Index | Market Technology | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Investment data & analytics | Market Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Investment data & analytics | Corporate Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Investment data & analytics | Information Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 158 | 118 | 48 |
Operating Segments | Investment data & analytics | Market Technology | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Market technology | Market Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Market technology | Corporate Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Market technology | Information Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Market technology | Market Technology | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 338 | 270 | 247 |
Operating Segments | Other revenues | Market Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Other revenues | Corporate Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Other revenues | Information Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Operating Segments | Other revenues | Market Technology | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Other Revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 10 | 97 | 236 |
Other Revenues | Transaction-based trading and clearing, net | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Other Revenues | Trade management services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Other Revenues | Listing services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Other Revenues | Corporate solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Other Revenues | Market data | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Other Revenues | Index | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Other Revenues | Investment data & analytics | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Other Revenues | Market technology | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 0 | 0 | 0 |
Other Revenues | Other revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | $ 10 | $ 97 | $ 236 |
Revenue From Contracts With C_4
Revenue From Contracts With Customers Revenue From Contracts With Customers (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Receivables net of allowance for doubtful accounts | $ 9 | $ 13 | |
Market Services | Services transferred at a point in time | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue recognized (percentage) | 65.10% | 63.60% | 62.70% |
Market Services | Services transferred over time | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue recognized (percentage) | 34.90% | 36.40% | 37.30% |
Revenue From Contracts With C_5
Revenue From Contracts With Customers (Remaining Performance Obligation) (Details) - Market Technology $ in Millions | Dec. 31, 2019USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 320 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 235 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 108 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 74 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 56 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 887 |
Revenue, remaining performance obligation, period |
Acquisitions and Divestiture (2
Acquisitions and Divestiture (2019 Divestiture and Acquisition) (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019 | Jan. 31, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
2019 Divestiture [Abstract] | |||||||
Proceeds from divestiture of businesses | $ 132 | $ 286 | $ 0 | ||||
2019 Acquisition [Abstract] | |||||||
Purchase Consideration | 206 | 75 | $ 776 | ||||
Goodwill | $ 6,366 | $ 6,366 | $ 6,363 | ||||
Cinnober | |||||||
2019 Acquisition [Abstract] | |||||||
Purchase Consideration | $ 219 | ||||||
Total Net Assets Acquired | 18 | ||||||
Total Net Deferred Tax Liability | (19) | ||||||
Acquired Intangible Assets | 74 | ||||||
Goodwill | $ 146 | ||||||
Measurement period adjustment, net assets | $ 4 | ||||||
Measurement period adjustment, intangible assets | $ 5 | ||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | BWise | |||||||
2019 Divestiture [Abstract] | |||||||
Proceeds from divestiture of businesses | $ 27 | ||||||
Gain on divestiture of business, after tax | $ 20 |
Acquisitions and Divestiture _2
Acquisitions and Divestiture (2018 Divestiture) (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Apr. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Net gain on divestiture of businesses | $ 27 | $ 33 | $ 0 | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Public Relations Solutions and Digital Media Services | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Net gain on divestiture of businesses | $ 33 | ||||
Gain on divestiture of business, after tax | $ 14 | ||||
Working capital adjustment | $ 8 | ||||
Working capital adjustment, after tax | $ 5 |
Acquisitions and Divestiture (I
Acquisitions and Divestiture (Intangible Assets) (Details) - Cinnober $ in Millions | Jan. 30, 2019USD ($) | Jan. 31, 2019USD ($) |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Intangible assets, finite-lived | $ 74 | |
Customer relationships | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Intangible assets, finite-lived | $ 67 | |
Estimated average useful life | 13 years | |
Amortization period of intangible assets for tax purposes | 5 years | |
Customer relationships | Discount rate used | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Discount rate used | 0.095 |
Assets and Liabilities Held F_3
Assets and Liabilities Held For Sale (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2019 | Apr. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from divestiture of businesses | $ 132 | $ 286 | $ 0 | ||
Carrying Amount of Assets and Liabilities Held for Sale [Abstract] | |||||
Deferred revenue | $ 211 | 194 | |||
BWise | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from divestiture of businesses | $ 27 | ||||
Gain on divestitures of business, after tax | $ 20 | ||||
Public Relations Solutions and Digital Media Services | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain on divestitures of business, after tax | $ 14 | ||||
Public Relations Solutions and Digital Media Services | Disposal Group, Not Discontinued Operations | |||||
Carrying Amount of Assets and Liabilities Held for Sale [Abstract] | |||||
Receivables, net | 13 | ||||
Property and equipment, net | 10 | ||||
Goodwill | 47 | ||||
Intangible assets, net | 16 | ||||
Other assets | 3 | ||||
Total assets held for sale | 89 | ||||
Deferred tax liabilities | 4 | ||||
Deferred revenue | 12 | ||||
Other current liabilities | 4 | ||||
Total liabilities held for sale | $ 20 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets (Schedule of Changes in Goodwill) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill [Roll Forward] | |
Balance at beginning of period | $ 6,363 |
Goodwill acquired | 147 |
Measurement period adjustments | 9 |
Sale of business | (16) |
Foreign currency translation adjustment | (137) |
Balance at end of period | 6,366 |
Market Services | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 3,430 |
Goodwill acquired | 0 |
Measurement period adjustments | 0 |
Sale of business | (16) |
Foreign currency translation adjustment | (72) |
Balance at end of period | 3,342 |
Corporate Services | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 455 |
Goodwill acquired | 10 |
Measurement period adjustments | 0 |
Sale of business | 0 |
Foreign currency translation adjustment | (5) |
Balance at end of period | 460 |
Information Services | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 2,333 |
Goodwill acquired | 0 |
Measurement period adjustments | 0 |
Sale of business | 0 |
Foreign currency translation adjustment | (50) |
Balance at end of period | 2,283 |
Market Technology | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 145 |
Goodwill acquired | 137 |
Measurement period adjustments | 9 |
Sale of business | 0 |
Foreign currency translation adjustment | (10) |
Balance at end of period | $ 281 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Measurement period adjustments | $ 9,000,000 | ||
Goodwill, impairment loss | 0 | $ 0 | $ 0 |
Amortization expense of acquired intangible assets | 101,000,000 | 109,000,000 | $ 92,000,000 |
Net future amortization expense | 1,017,000,000 | 1,045,000,000 | |
Cinnober | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Amount of goodwill expected to be deductible for tax purposes | 141,000,000 | ||
Foreign currency translation adjustment | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Net future amortization expense | (104,000,000) | $ (85,000,000) | |
Market Technology | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Measurement period adjustments | $ 9,000,000 |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets (Finite-Lived and Indefinite-Lived Intangible Assets) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 1,518 | $ 1,454 |
Accumulated Amortization | (501) | (409) |
Net Amount | 1,017 | 1,045 |
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 1,232 | 1,255 |
Total intangible assets | 2,750 | 2,709 |
Intangible assets, net | 2,249 | 2,300 |
Exchange and clearing registrations | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 1,257 | 1,257 |
Trade names | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 121 | 122 |
Licenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 52 | 52 |
Foreign currency translation adjustment | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | (198) | (176) |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 63 | 54 |
Accumulated Amortization | (19) | (15) |
Net Amount | 44 | 39 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 1,596 | 1,532 |
Accumulated Amortization | (532) | (456) |
Net Amount | 1,064 | 1,076 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 18 | 17 |
Accumulated Amortization | (5) | (2) |
Net Amount | 13 | 15 |
Foreign currency translation adjustment | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | (159) | (149) |
Accumulated Amortization | 55 | 64 |
Net Amount | $ (104) | $ (85) |
Goodwill and Acquired Intangi_6
Goodwill and Acquired Intangible Assets (Estimated Future Amortization Expense) (Details) $ in Millions | Dec. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 | $ 105 |
2021 | 104 |
2022 | 100 |
2023 | 98 |
2024 | 97 |
2025 and thereafter | 617 |
Total | $ 1,121 |
Investments (Schedule of Invest
Investments (Schedule of Investments) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Investments, Debt and Equity Securities [Abstract] | ||
Trading securities | $ 291 | $ 259 |
Available-for-sale investment securities | 0 | 9 |
Financial investments | 291 | 268 |
Equity method investments | 156 | 135 |
Equity securities | $ 49 | $ 44 |
Investments (Narrative) (Detail
Investments (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||||||
Nov. 30, 2019 | Mar. 31, 2019 | Feb. 28, 2019 | Dec. 31, 2018 | Mar. 31, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Investments, Debt and Securities [Line Items] | ||||||||
Trading securities | $ 259 | $ 291 | $ 259 | |||||
Net income from unconsolidated investees | 84 | 18 | $ 15 | |||||
Proceeds from sale of investment security | 11 | 169 | 0 | |||||
Gain on sale of equity investment, pre-tax | 118 | |||||||
Gain on sale of equity investment, after tax | $ 93 | |||||||
Lch | ||||||||
Investments, Debt and Securities [Line Items] | ||||||||
Ownership percentage | 5.00% | |||||||
Proceeds from sale of investment security | $ 169 | |||||||
OCC, Prior Period Results | ||||||||
Investments, Debt and Securities [Line Items] | ||||||||
Net income from unconsolidated investees | $ 36 | |||||||
OCC, Current Period Results | ||||||||
Investments, Debt and Securities [Line Items] | ||||||||
Net income from unconsolidated investees | 48 | |||||||
OCC | ||||||||
Investments, Debt and Securities [Line Items] | ||||||||
Committed equity contribution | $ 150 | |||||||
Capital contribution | $ 30 | |||||||
Annual dividend from shareholders percentage | 50.00% | |||||||
Annual dividend received | 13 | $ 10 | ||||||
Proceeds from contributed capital | $ 16 | $ 44 | ||||||
Foreign Government Debt Securities | ||||||||
Investments, Debt and Securities [Line Items] | ||||||||
Trading securities | $ 166 | $ 169 | $ 166 |
Property and Equipment, net (Sc
Property and Equipment, net (Schedule of Property and Equipment, Net) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 870 | $ 800 | |
Less: accumulated depreciation and amortization | (486) | (424) | |
Total property and equipment, net | 384 | 376 | $ 400 |
Data processing equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 565 | 526 | |
Furniture, equipment and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 305 | $ 274 |
Property and Equipment, net (Na
Property and Equipment, net (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense | $ 89,000,000 | $ 101,000,000 | $ 96,000,000 |
Asset impairment charges | $ 24,000,000 | $ 0 | $ 0 |
Deferred Revenue (Changes in De
Deferred Revenue (Changes in Deferred Revenue) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | $ 281 |
Deferred revenue billed in the current period, net of recognition | 178 |
Revenue recognized that was included in the beginning of the period | (178) |
Translation adjustment | (7) |
Ending balance | 274 |
Initial Listing Revenues | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 66 |
Deferred revenue billed in the current period, net of recognition | 30 |
Revenue recognized that was included in the beginning of the period | (26) |
Translation adjustment | (1) |
Ending balance | 69 |
Annual Listings Revenues | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 4 |
Deferred revenue billed in the current period, net of recognition | 2 |
Revenue recognized that was included in the beginning of the period | (4) |
Translation adjustment | 0 |
Ending balance | 2 |
Corporate Solutions Revenues | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 36 |
Deferred revenue billed in the current period, net of recognition | 41 |
Revenue recognized that was included in the beginning of the period | (36) |
Translation adjustment | 0 |
Ending balance | 41 |
Information Services Revenues | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 80 |
Deferred revenue billed in the current period, net of recognition | 62 |
Revenue recognized that was included in the beginning of the period | (59) |
Translation adjustment | (1) |
Ending balance | 82 |
Market Technology Revenues | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 75 |
Deferred revenue billed in the current period, net of recognition | 34 |
Revenue recognized that was included in the beginning of the period | (40) |
Translation adjustment | (3) |
Ending balance | 66 |
Other | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 20 |
Deferred revenue billed in the current period, net of recognition | 9 |
Revenue recognized that was included in the beginning of the period | (13) |
Translation adjustment | (2) |
Ending balance | $ 14 |
Deferred Revenue (Estimated Def
Deferred Revenue (Estimated Deferred Revenue) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Fiscal year ended: | ||
2020 | $ 211 | |
2021 | 38 | |
2022 | 12 | |
2023 | 8 | |
2024 and thereafter | 5 | |
Total | 274 | $ 281 |
Initial Listing Revenues | ||
Fiscal year ended: | ||
2020 | 26 | |
2021 | 19 | |
2022 | 11 | |
2023 | 8 | |
2024 and thereafter | 5 | |
Total | 69 | 66 |
Annual Listings Revenues | ||
Fiscal year ended: | ||
2020 | 2 | |
2021 | 0 | |
2022 | 0 | |
2023 | 0 | |
2024 and thereafter | 0 | |
Total | 2 | 4 |
Corporate Solutions Revenues | ||
Fiscal year ended: | ||
2020 | 39 | |
2021 | 2 | |
2022 | 0 | |
2023 | 0 | |
2024 and thereafter | 0 | |
Total | 41 | 36 |
Information Services Revenues | ||
Fiscal year ended: | ||
2020 | 80 | |
2021 | 2 | |
2022 | 0 | |
2023 | 0 | |
2024 and thereafter | 0 | |
Total | 82 | 80 |
Market Technology Revenues | ||
Fiscal year ended: | ||
2020 | 54 | |
2021 | 12 | |
2022 | 0 | |
2023 | 0 | |
2024 and thereafter | 0 | |
Total | 66 | 75 |
Other | ||
Fiscal year ended: | ||
2020 | 10 | |
2021 | 3 | |
2022 | 1 | |
2023 | 0 | |
2024 and thereafter | 0 | |
Total | $ 14 | $ 20 |
Debt Obligations (Changes in De
Debt Obligations (Changes in Debt Obligations) (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2019 | Dec. 31, 2019 | Apr. 30, 2019 | Dec. 31, 2018 | Apr. 30, 2017 | Jun. 30, 2016 | May 31, 2016 | May 31, 2014 | |
Changes In Short-Term Debt Obligations [Roll Forward] | ||||||||
Short-term debt - commercial paper beginning balance | $ 1,474,000,000 | $ 1,474,000,000 | ||||||
Additions | 4,678,000,000 | |||||||
Payments, Accretion and Other | (5,761,000,000) | |||||||
Short-term debt - commercial paper ending balance | 391,000,000 | |||||||
Changes in Long-Term Debt Obligations [Roll Forward] | ||||||||
Total long-term debt at beginning of period | 2,357,000,000 | 2,357,000,000 | ||||||
Additions | 680,000,000 | |||||||
Payments, Accretion and Other | (41,000,000) | |||||||
Total long-term debt at end of period | 2,996,000,000 | |||||||
Changes In Debt Obligations [Roll Forward] | ||||||||
Total debt obligations at beginning of period | 3,831,000,000 | 3,831,000,000 | ||||||
Additions | 5,358,000,000 | |||||||
Payments, Accretion and Other | (5,802,000,000) | |||||||
Total debt obligations at end of period | $ 3,387,000,000 | |||||||
Senior Notes | 3.875% senior unsecured notes due June 7, 2021 | ||||||||
Schedule of Debt [Line Items] | ||||||||
Stated rate | 3.875% | |||||||
Changes in Long-Term Debt Obligations [Roll Forward] | ||||||||
Long-term debt obligations at beginning of period | 686,000,000 | $ 686,000,000 | ||||||
Additions | 0 | |||||||
Payments, Accretion and Other | (15,000,000) | |||||||
Long-term debt obligations at end of period | $ 671,000,000 | |||||||
Senior Notes | 4.25% senior unsecured notes due June 1, 2024 | ||||||||
Schedule of Debt [Line Items] | ||||||||
Stated rate | 4.25% | 4.25% | ||||||
Changes in Long-Term Debt Obligations [Roll Forward] | ||||||||
Long-term debt obligations at beginning of period | 497,000,000 | $ 497,000,000 | ||||||
Additions | 0 | |||||||
Payments, Accretion and Other | 0 | |||||||
Long-term debt obligations at end of period | $ 497,000,000 | |||||||
Senior Notes | 1.75% senior unsecured notes due May 19, 2023 | ||||||||
Schedule of Debt [Line Items] | ||||||||
Stated rate | 1.75% | 1.75% | ||||||
Changes in Long-Term Debt Obligations [Roll Forward] | ||||||||
Long-term debt obligations at beginning of period | 682,000,000 | $ 682,000,000 | ||||||
Additions | 0 | |||||||
Payments, Accretion and Other | (14,000,000) | |||||||
Long-term debt obligations at end of period | $ 668,000,000 | |||||||
Senior Notes | 3.85% senior unsecured notes due June 30, 2026 | ||||||||
Schedule of Debt [Line Items] | ||||||||
Stated rate | 3.85% | 3.85% | ||||||
Changes in Long-Term Debt Obligations [Roll Forward] | ||||||||
Long-term debt obligations at beginning of period | 496,000,000 | $ 496,000,000 | ||||||
Additions | 0 | |||||||
Payments, Accretion and Other | 1,000,000 | |||||||
Long-term debt obligations at end of period | $ 497,000,000 | |||||||
Senior Notes | 1.75% senior unsecured notes due March 28, 2029 | ||||||||
Schedule of Debt [Line Items] | ||||||||
Stated rate | 1.75% | 1.75% | ||||||
Changes in Long-Term Debt Obligations [Roll Forward] | ||||||||
Long-term debt obligations at beginning of period | 0 | $ 0 | ||||||
Additions | 665,000,000 | |||||||
Payments, Accretion and Other | 0 | |||||||
Long-term debt obligations at end of period | 665,000,000 | |||||||
Revolving Credit Facility | $1 billion senior unsecured revolving credit facility due April 25, 2022 | ||||||||
Schedule of Debt [Line Items] | ||||||||
Facility borrowing capacity | 1,000,000,000 | $ 1,000,000,000 | ||||||
Changes in Long-Term Debt Obligations [Roll Forward] | ||||||||
Debt issuance costs at beginning period | (4,000,000) | (4,000,000) | ||||||
Additions | 15,000,000 | |||||||
Payments, Accretion and Other | (13,000,000) | |||||||
Debt issuance costs at ending period | (2,000,000) | |||||||
Commercial paper | ||||||||
Changes In Short-Term Debt Obligations [Roll Forward] | ||||||||
Short-term debt - commercial paper beginning balance | 275,000,000 | 275,000,000 | ||||||
Additions | 4,678,000,000 | |||||||
Payments, Accretion and Other | (4,562,000,000) | |||||||
Short-term debt - commercial paper ending balance | 391,000,000 | |||||||
Senior unsecured floating rate notes repaid on March 22, 2019 | ||||||||
Changes In Short-Term Debt Obligations [Roll Forward] | ||||||||
Short-term debt - commercial paper beginning balance | 500,000,000 | 500,000,000 | ||||||
Additions | 0 | |||||||
Payments, Accretion and Other | (500,000,000) | |||||||
Short-term debt - commercial paper ending balance | 0 | |||||||
5.55% senior unsecured notes repaid on May 1, 2019 | ||||||||
Changes In Short-Term Debt Obligations [Roll Forward] | ||||||||
Short-term debt - commercial paper beginning balance | $ 599,000,000 | 599,000,000 | ||||||
Additions | 0 | |||||||
Payments, Accretion and Other | (599,000,000) | |||||||
Short-term debt - commercial paper ending balance | 0 | |||||||
$400 million senior unsecured term loan facility repaid on June 28, 2019 (average interest rate of 4.00% for the period January 1, 2019 through June 28, 2019) | ||||||||
Schedule of Debt [Line Items] | ||||||||
Facility borrowing capacity | $ 400,000,000 | |||||||
Interest rate | 4.00% | |||||||
Changes In Short-Term Debt Obligations [Roll Forward] | ||||||||
Short-term debt - commercial paper beginning balance | $ 100,000,000 | 100,000,000 | ||||||
Additions | 0 | |||||||
Payments, Accretion and Other | (100,000,000) | |||||||
Short-term debt - commercial paper ending balance | $ 0 |
Debt Obligations (Commercial Pa
Debt Obligations (Commercial Paper) (Details) - Commercial paper | 12 Months Ended |
Dec. 31, 2019 | |
Short-term Debt [Line Items] | |
Weighted average interest rate | 2.05% |
Minimum | |
Short-term Debt [Line Items] | |
Maturity period | 17 days |
Maximum | |
Short-term Debt [Line Items] | |
Maturity period | 45 days |
Weighted Average | |
Short-term Debt [Line Items] | |
Maturity period | 13 days |
Debt Obligations (Senior Unsecu
Debt Obligations (Senior Unsecured Notes) (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Senior Notes | Senior Notes Excluding 2020 Notes | |
Debt Instrument [Line Items] | |
Aggregate principal amount purchased plus accrued and unpaid interest | 101.00% |
Debt Obligations (Senior Unse_2
Debt Obligations (Senior Unsecured Floating Rate Notes) (Details) | 1 Months Ended |
Sep. 30, 2017 | |
Senior unsecured floating rate notes repaid on March 22, 2019 | Senior Notes | LIBOR | |
Debt Instrument [Line Items] | |
Spread on variable rate | 0.39% |
Debt Obligations (Early Extingu
Debt Obligations (Early Extinguishment of 5.55% Senior Unsecured Notes) (Details) - Senior Notes - USD ($) $ in Millions | 1 Months Ended | ||||
May 31, 2019 | Dec. 31, 2019 | Apr. 30, 2019 | Dec. 31, 2018 | Jan. 31, 2010 | |
5.55% senior unsecured notes repaid on May 1, 2019 | |||||
Debt Instrument [Line Items] | |||||
Stated rate | 5.55% | 5.55% | |||
Early extinguishment of senior notes | $ 11 | ||||
1.75% senior unsecured notes due March 28, 2029 | |||||
Debt Instrument [Line Items] | |||||
Stated rate | 1.75% | 1.75% |
Debt Obligations (3.875% Senior
Debt Obligations (3.875% Senior Unsecured Notes) (Details) € in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019USD ($) | Feb. 29, 2020EUR (€) | Dec. 31, 2018USD ($) | |
Debt Instrument [Line Items] | |||
Decrease in carrying amount | $ 41 | ||
Senior Notes | 3.875% senior unsecured notes due June 7, 2021 | |||
Debt Instrument [Line Items] | |||
Stated rate | 3.875% | ||
Aggregate principal amount outstanding | $ 671 | $ 686 | |
Decrease in carrying amount | $ 15 | ||
Subsequent Event | Senior Notes | 3.875% senior unsecured notes due June 7, 2021 | |||
Debt Instrument [Line Items] | |||
Stated rate | 3.875% | ||
Aggregate principal amount outstanding | € | € 600 | ||
Subsequent Event | Senior Notes | 0.875% Senior Unsecured Notes Due 2030 | |||
Debt Instrument [Line Items] | |||
Stated rate | 0.875% |
Debt Obligations (4.25% Senior
Debt Obligations (4.25% Senior Unsecured Notes) (Details) - Senior Notes - 4.25% senior unsecured notes due June 1, 2024 | Dec. 31, 2019 | May 31, 2014 |
Debt Instrument [Line Items] | ||
Stated rate | 4.25% | 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 Due 2023) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | May 31, 2016 | |
Debt Instrument [Line Items] | ||
Decrease in carrying amount | $ 41 | |
Senior Notes | 1.75% senior unsecured notes due May 19, 2023 | ||
Debt Instrument [Line Items] | ||
Stated rate | 1.75% | 1.75% |
Decrease in carrying amount | $ 14 | |
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 | Dec. 31, 2019 | Jun. 30, 2016 |
Debt Instrument [Line Items] | ||
Stated rate | 3.85% | 3.85% |
Maximum | ||
Debt Instrument [Line Items] | ||
Maximum interest rate on debt instrument | 5.85% |
Debt Obligations Debt Obligatio
Debt Obligations Debt Obligations (1.75% Senior Unsecured Notes Due 2029) (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 31, 2010 | |
Debt Instrument [Line Items] | |||||
Proceeds from issuances of long-term debt, net of issuance costs | $ 680 | $ 0 | $ 648 | ||
Senior Notes | 1.75% senior unsecured notes due March 28, 2029 | |||||
Debt Instrument [Line Items] | |||||
Stated rate | 1.75% | 1.75% | |||
Senior Notes | 1.75% senior unsecured notes due March 28, 2029 | Maximum | |||||
Debt Instrument [Line Items] | |||||
Maximum interest rate on debt instrument | 3.75% | ||||
Proceeds from issuances of long-term debt, net of issuance costs | $ 665 | ||||
Senior Notes | 5.55% senior unsecured notes repaid on May 1, 2019 | |||||
Debt Instrument [Line Items] | |||||
Stated rate | 5.55% | 5.55% |
Debt Obligations Debt Obligat_2
Debt Obligations Debt Obligations (0.875% Senior Unsecured Notes Due 2030) (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Feb. 29, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||||
Proceeds from issuances of long-term debt, net of issuance costs | $ 680 | $ 0 | $ 648 | |
Senior Notes | 3.875% senior unsecured notes due June 7, 2021 | ||||
Debt Instrument [Line Items] | ||||
Stated rate | 3.875% | |||
Subsequent Event | Senior Notes | 0.875% Senior Unsecured Notes Due 2030 | ||||
Debt Instrument [Line Items] | ||||
Stated rate | 0.875% | |||
Proceeds from issuances of long-term debt, net of issuance costs | $ 648 | |||
Subsequent Event | Senior Notes | 3.875% senior unsecured notes due June 7, 2021 | ||||
Debt Instrument [Line Items] | ||||
Stated rate | 3.875% |
Debt Obligations (2017 Credit F
Debt Obligations (2017 Credit Facility) (Details) - Revolving Credit Facility - $1 billion senior unsecured revolving credit facility due April 25, 2022 - USD ($) | 1 Months Ended | 12 Months Ended |
Apr. 30, 2017 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Credit facility, borrowing capacity | $ 1,000,000,000 | $ 1,000,000,000 |
Credit facility term | 5 years | |
Line of credit facility, fair value of amount outstanding | 0 | |
Unamortized debt issuance expense | 2,000,000 | |
Remaining amount available | 608,000,000 | |
Option to increase available aggregate amount | $ 500,000,000 | |
Minimum | ||
Debt Instrument [Line Items] | ||
Line of credit facility, commitment fee percentage | 0.125% | |
Maximum | ||
Debt Instrument [Line Items] | ||
Line of credit facility, commitment fee percentage | 0.40% | |
Commercial Paper and Letter Of Credit | ||
Debt Instrument [Line Items] | ||
Credit facility, remaining residual borrowing capacity | $ 392,000,000 |
Debt Obligations (Other Credit
Debt Obligations (Other Credit Facilities) (Details) - Commercial Paper and Letter Of Credit - Clearinghouse Credit Facilities - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Remaining amount available | $ 203,000,000 | $ 234,000,000 |
Utilized amount | $ 15,000,000 | $ 0 |
Retirement Plans (Narrative) (D
Retirement Plans (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |||
Employer contribution match, percent match | 100.00% | ||
Employer contribution match, percentage of employee contribution | 6.00% | ||
Defined contributions plan expense | $ 13 | $ 14 | $ 13 |
Cost or expenses included in compensation and benefit expense | 20 | 22 | $ 21 |
Fair value of plan assets | 110 | 94 | |
Benefit obligation | 110 | 94 | |
Employer contribution amount | 22 | ||
Funded status, underfunded amount | 33 | $ 28 | |
Accumulated other comprehensive loss for benefit plan | 25 | ||
Unrecognized net loss | 32 | ||
Income tax benefit | $ 7 |
Retirement Plans (Schedule of E
Retirement Plans (Schedule of Expected Benefit Payments) (Details) $ in Millions | Dec. 31, 2019USD ($) |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2020 | $ 15 |
2021 | 8 |
2022 | 9 |
2023 | 9 |
2024 | 10 |
2025 through 2029 | 50 |
Total future benefit payments | 101 |
Pension | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2020 | 8 |
2021 | 6 |
2022 | 7 |
2023 | 7 |
2024 | 8 |
2025 through 2029 | 40 |
Total future benefit payments | 76 |
SERP | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2020 | 7 |
2021 | 2 |
2022 | 2 |
2023 | 2 |
2024 | 2 |
2025 through 2029 | 9 |
Total future benefit payments | 24 |
Post-retirement | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2020 | 0 |
2021 | 0 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
2025 through 2029 | 1 |
Total future benefit payments | $ 1 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||
Jan. 31, 2017$ / sharesshares | Feb. 25, 2020shares | Dec. 31, 2019USD ($)program$ / sharespeer_groupshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Tax benefits | $ | $ 5 | $ 9 | $ 40 | ||
Common stock shares reserved for future issuance (in shares) | 10,400,000 | ||||
Stock option awards granted (in shares) | 268,817 | ||||
Stock options exercised in period (in shares) | 69,699 | 118,094 | 1,102,830 | ||
Net cash proceeds from the exercise of stock options | $ | $ 2 | $ 3 | $ 24 | ||
Stock options, exercisable (in shares) | 289,496 | 300,000 | |||
Options exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 50.50 | $ 37.51 | |||
Total pre-tax intrinsic value of stock options exercised | $ | $ 6 | $ 7 | $ 54 | ||
Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Discount from market price (as a percent) | 15.00% | 15.00% | 15.00% | ||
Common stock shares reserved for future issuance (in shares) | 1,700,000 | ||||
Maximum percentage of shares purchased from annual compensation | 10.00% | ||||
Discount given to employees (as a percent) | 15.00% | ||||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total unrecognized compensation cost | $ | $ 58 | ||||
Weighted-average period unrecognized compensation cost is expected to be recognized, in years | 1 year 8 months 12 days | ||||
PSUs | One-Year Program | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total unrecognized compensation cost | $ | $ 11 | ||||
Weighted-average period unrecognized compensation cost is expected to be recognized, in years | 1 year 4 months 24 days | ||||
Performance period | 1 year | ||||
Percentage of target amount granted, minimum | 0.00% | ||||
Percentage of target amount granted, maximum | 150.00% | ||||
Vesting period | 3 years | ||||
PSUs | Three-Year Program | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total unrecognized compensation cost | $ | $ 29 | ||||
Weighted-average period unrecognized compensation cost is expected to be recognized, in years | 1 year 3 months 18 days | ||||
Performance period | 3 years | ||||
Number of peer groups | peer_group | 2 | ||||
Performance-based long-term incentive program weighted percentage | 50.00% | ||||
Minimum payout (as a percent) | 0.00% | ||||
Maximum payout (as a percent) | 200.00% | ||||
Share price (in dollars per share) | $ / shares | $ 89 | $ 86.24 | |||
PSUs | Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of performance-based programs | program | 2 | ||||
PSUs, Negative TSR | Three-Year Program | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum payout (as a percent) | 100.00% | ||||
Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option awards granted (in shares) | 0 | ||||
Weighted-average grant date fair value (in dollars per share) | $ / shares | $ 66.68 | ||||
Expected life (in years) | 6 years | ||||
Employee Stock Option | CEO | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Stock option awards granted (in shares) | 268,817 | ||||
Second Anniversary | Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 25.00% | ||||
Second Anniversary | Employee Stock Option | CEO | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 33.33% | ||||
Third Anniversary | Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 25.00% | ||||
Fourth Anniversary | Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 50.00% | ||||
Clearinghouse Credit Facilities | Commercial Paper and Letter Of Credit | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share price (in dollars per share) | $ / shares | $ 107.10 | ||||
Subsequent Event | CEO | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercisable, number of exercisable (in shares) | 89,606 | ||||
Subsequent Event | PSUs | One-Year Program | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Additional units granted above target (in shares) | 26,780 | ||||
Subsequent Event | PSUs | Three-Year Program | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Additional units granted above target (in shares) | 43,684 |
Share-Based Compensation (Summa
Share-Based Compensation (Summary of Share-Based Compensation Expense) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement [Abstract] | |||
Share-based compensation expense before income taxes | $ 79 | $ 69 | $ 70 |
Income tax benefit | (21) | (19) | (29) |
Share-based compensation expense after income taxes | $ 58 | $ 50 | $ 41 |
Share-Based Compensation (Sum_2
Share-Based Compensation (Summary of Restricted Stock Activity) (Details) - Restricted Stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Awards | |||
Unvested balances at beginning of period (in shares) | 1,583,375 | 1,988,500 | 2,560,578 |
Granted (in shares) | 605,033 | 550,544 | 737,864 |
Vested (in shares) | (548,588) | (702,832) | (1,102,823) |
Forfeited (in shares) | (153,064) | (252,837) | (207,119) |
Unvested balances at end of period (in shares) | 1,486,756 | 1,583,375 | 1,988,500 |
Weighted-Average Grant Date Fair Value | |||
Unvested balances at beginning of period (in dollars per share) | $ 68.62 | $ 57.34 | $ 45.92 |
Granted (in dollars per share) | 85.03 | 81.66 | 67.48 |
Vested (in dollars per share) | 61.45 | 48.64 | 38.56 |
Forfeited (in dollars per share) | 73.99 | 63.86 | 52.29 |
Unvested balances at end of period (in dollars per share) | $ 77.38 | $ 68.62 | $ 57.34 |
Share-Based Compensation (Sched
Share-Based Compensation (Schedule of Weighted- Average Assumptions Used to Determine Weighted-Average Fair Values) (Details) - PSUs - Three-Year Program - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average risk free interest rate | 2.26% | 2.36% |
Expected volatility (as a percent) | 16.50% | 18.70% |
Weighted-average grant date share price (in dollars per share) | $ 89 | $ 86.24 |
Weighted-average fair value at grant date (in dollars per share) | $ 97.65 | $ 116.86 |
Share-Based Compensation (Sum_3
Share-Based Compensation (Summary of PSU Activity) (Details) - PSUs - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
One-Year Program | |||
Number of Awards | |||
Unvested balances at beginning of period (in shares) | 314,231 | 333,004 | 378,766 |
Granted (in shares) | 179,599 | 177,831 | 197,075 |
Vested (in shares) | (147,984) | (170,257) | (202,073) |
Forfeited (in shares) | (28,595) | (26,347) | (40,764) |
Unvested balances at end of period (in shares) | 317,251 | 314,231 | 333,004 |
Weighted-Average Grant Date Fair Value | |||
Unvested balances at beginning of period (in dollars per share) | $ 74.01 | $ 61.39 | $ 52.55 |
Granted (in dollars per share) | 83.56 | 80.97 | 65.51 |
Vested (in dollars per share) | 70.64 | 58.49 | 49.93 |
Forfeited (in dollars per share) | 75.43 | 61.83 | 55.92 |
Unvested balances at end of period (in dollars per share) | $ 80.87 | $ 74.01 | $ 61.39 |
Three-Year Program | |||
Number of Awards | |||
Unvested balances at beginning of period (in shares) | 837,750 | 1,009,958 | 1,314,668 |
Granted (in shares) | 397,553 | 484,075 | 803,712 |
Vested (in shares) | (431,751) | (655,204) | (1,079,925) |
Forfeited (in shares) | (6,101) | (1,079) | (28,497) |
Unvested balances at end of period (in shares) | 797,451 | 837,750 | 1,009,958 |
Weighted-Average Grant Date Fair Value | |||
Unvested balances at beginning of period (in dollars per share) | $ 96.57 | $ 78.18 | $ 63.18 |
Granted (in dollars per share) | 96.55 | 90.92 | 55.57 |
Vested (in dollars per share) | 93.25 | 64.08 | 42.83 |
Forfeited (in dollars per share) | 103.29 | 81.57 | 87.86 |
Unvested balances at end of period (in dollars per share) | $ 98.31 | $ 96.57 | $ 78.18 |
Share-Based Compensation (Sum_4
Share-Based Compensation (Summary of Stock Options Valuation Assumptions) (Details) - Employee Stock Option | 1 Months Ended |
Jan. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (in years) | 6 years |
Weighted-average risk free interest rate | 2.10% |
Expected volatility | 25.60% |
Dividend yield | 1.92% |
Share-Based Compensation (Sum_5
Share-Based Compensation (Summary of Stock Option Activity) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Stock Options | |||
Outstanding at Beginning of period (in shares) | 448,966 | 571,380 | 1,406,371 |
Granted (in shares) | 268,817 | ||
Exercised (in shares) | (69,699) | (118,094) | (1,102,830) |
Forfeited (in shares) | (165) | (4,320) | (978) |
Outstanding at End of period (in shares) | 379,102 | 448,966 | 571,380 |
Stock options, exercisable (in shares) | 289,496 | 300,000 | |
Weighted-Average Exercise Price | |||
Outstanding at Beginning of period (in dollars per share) | $ 49.25 | $ 43.84 | $ 22.32 |
Granted (in dollars per share) | 66.68 | ||
Exercised (in dollars per share) | 20.84 | 24.44 | 21.98 |
Forfeited (in dollars per share) | 25.28 | 26.11 | 21.33 |
Outstanding at End of period (in dollars per share) | 54.32 | 49.25 | $ 43.84 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 50.50 | $ 37.51 |
Share-Based Compensation (Sum_6
Share-Based Compensation (Summary of Stock Option Activity, Outstanding and Exercisable) (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Stock Options | |
Outstanding, number of stock options (in shares) | shares | 379,102 |
Outstanding, weighted-average remaining contractual term | 5 years 3 months 7 days |
Outstanding, weighted-average exercise price (in dollars per share) | $ 54.32 |
Outstanding, aggregate intrinsic value | $ | $ 20 |
Exercisable, number of exercisable (in shares) | shares | 289,496 |
Exercisable, weighted-average remaining contractual term | 4 years 8 months 23 days |
Exercisable, weighted-average exercise price (in dollars per share) | $ 50.50 |
Exercisable, aggregate intrinsic value | $ | $ 16 |
Exercise Price Range One | |
Stock Options | |
Outstanding, number of stock options (in shares) | shares | 110,285 |
Outstanding, weighted-average remaining contractual term | 1 year 14 days |
Outstanding, weighted-average exercise price (in dollars per share) | $ 24.20 |
Outstanding, aggregate intrinsic value | $ | $ 9 |
Exercisable, number of exercisable (in shares) | shares | 110,285 |
Exercisable, weighted-average remaining contractual term | 1 year 14 days |
Exercisable, weighted-average exercise price (in dollars per share) | $ 24.20 |
Exercisable, aggregate intrinsic value | $ | $ 9 |
Exercise Price Range Two | |
Stock Options | |
Range of exercise price, lower range limit (in dollars per share) | $ 66.68 |
Outstanding, number of stock options (in shares) | shares | 268,817 |
Outstanding, weighted-average remaining contractual term | 7 years 3 days |
Outstanding, weighted-average exercise price (in dollars per share) | $ 66.68 |
Outstanding, aggregate intrinsic value | $ | $ 11 |
Exercisable, number of exercisable (in shares) | shares | 179,211 |
Exercisable, weighted-average remaining contractual term | 7 years 3 days |
Exercisable, weighted-average exercise price (in dollars per share) | $ 66.68 |
Exercisable, aggregate intrinsic value | $ | $ 7 |
Minimum | Exercise Price Range One | |
Stock Options | |
Range of exercise price, lower range limit (in dollars per share) | $ 18.67 |
Maximum | Exercise Price Range One | |
Stock Options | |
Range of exercise price, lower range limit (in dollars per share) | $ 25.28 |
Share-Based Compensation (Sum_7
Share-Based Compensation (Summary of Employee Stock Purchase Plan) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expenses | $ 79 | $ 69 | $ 70 |
Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares purchased (in shares) | 229,172 | 205,785 | 235,859 |
Weighted-average price of shares purchased (in dollars per share) | $ 73.79 | $ 66.79 | $ 58.26 |
Compensation expenses | $ 4 | $ 3 | $ 3 |
Nasdaq Stockholders' Equity (Na
Nasdaq Stockholders' Equity (Narrative) (Details) | Jan. 31, 2020$ / shares | Jul. 23, 2019USD ($)$ / shares | Apr. 23, 2019USD ($)$ / shares | Jan. 29, 2019USD ($)$ / shares | Jan. 31, 2020USD ($) | Dec. 31, 2019USD ($)vote$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2017$ / shares | Oct. 31, 2019USD ($) |
Stockholders Equity [Line Items] | |||||||||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | |||||||
Common stock, shares issued (in shares) | 171,075,011 | 170,709,425 | |||||||
Common stock, shares outstanding (in shares) | 165,094,440 | 165,165,104 | |||||||
Common stock (in votes per share) | vote | 1 | ||||||||
Common stock holder voting rights, maximum percentage of the then-outstanding shares of Nasdaq common stock | 5.00% | ||||||||
Common stock in treasury (in shares) | 5,980,571 | 5,544,321 | |||||||
Share repurchase program additional amount authorized | $ | $ 500,000,000 | ||||||||
Remaining authorized share repurchase amounts under repurchase program | $ | $ 632,000,000 | ||||||||
Number of shares of common stock repurchased (in shares) | 2,053,855 | 4,508,426 | |||||||
Preferred stock, shares authorized (in shares) | 30,000,000 | ||||||||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.01 | ||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | |||||||
Preferred stock, series A preferred stock, shares outstanding (in shares) | 0 | 0 | |||||||
Payments of dividends | $ | $ 305,000,000 | ||||||||
Cash dividends declared per common share (in dollars per share) | $ / shares | $ 0.47 | $ 0.47 | $ 0.44 | $ 1.85 | $ 1.70 | $ 1.46 | |||
Dividends declared | $ | $ 78,000,000 | $ 77,000,000 | $ 73,000,000 | $ 305,000,000 | |||||
Subsequent Event | |||||||||
Stockholders Equity [Line Items] | |||||||||
Cash dividends declared per common share (in dollars per share) | $ / shares | $ 0.47 | ||||||||
Dividends declared | $ | $ 78,000,000 | ||||||||
Other Repurchases of Common Stock | |||||||||
Stockholders Equity [Line Items] | |||||||||
Number of shares of common stock repurchased (in shares) | 436,250 |
Nasdaq Stockholders' Equity (Co
Nasdaq Stockholders' Equity (Common Stock in Treasury) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Number of shares of common stock repurchased (in shares) | 2,053,855 | 4,508,426 |
Average price paid per share (in dollars per share) | $ 97.37 | $ 87.43 |
Total purchase price (in millions) | $ 200 | $ 394 |
Nasdaq Stockholders' Equity (Sc
Nasdaq Stockholders' Equity (Schedule of Dividends Declared) (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 22, 2019 | Jul. 23, 2019 | Apr. 23, 2019 | Jan. 29, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Dividends Payable [Line Items] | |||||||
Dividend Per Common Share (in dollars per share) | $ 0.47 | $ 0.47 | $ 0.44 | $ 1.85 | $ 1.70 | $ 1.46 | |
Total Amount Paid | $ 78 | $ 77 | $ 73 | $ 305 | |||
Dividend Declaration Date Fourth Quarter [Member] | |||||||
Dividends Payable [Line Items] | |||||||
Dividend Per Common Share (in dollars per share) | $ 0.47 | ||||||
Total Amount Paid | $ 77 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||
Net income attributable to common shareholders | $ 774 | $ 458 | $ 729 |
Denominator: | |||
Weighted-average common shares outstanding for basic earnings per share (in shares) | 164,931,628 | 165,349,471 | 166,364,299 |
Weighted-average effect of dilutive securities: | |||
Employee equity awards (in shares) | 1,679,922 | 1,988,610 | 2,861,892 |
Contingent issuance of common stock (in shares) | 358,611 | 353,218 | 358,840 |
Weighted-average common shares outstanding for diluted earnings per share (in shares) | 166,970,161 | 167,691,299 | 169,585,031 |
Basic and diluted earnings per share: | |||
Basic earnings per share (in dollars per share) | $ 4.69 | $ 2.77 | $ 4.38 |
Diluted earnings per share (in dollars per share) | $ 4.63 | $ 2.73 | $ 4.30 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis) (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Available-for-sale investment securities: | ||
Available-for-sale investment securities | $ 0 | $ 9,000,000 |
Liabilities at Fair Value | ||
Liability due to market default | 0 | |
Fair Value, Measurements, Recurring | ||
Debt securities: | ||
Total debt securities | 291,000,000 | 259,000,000 |
Available-for-sale investment securities: | ||
Total assets at fair value | 291,000,000 | 268,000,000 |
Liabilities at Fair Value | ||
Other financial instruments | 0 | 112,000,000 |
Total liabilities at fair value | 0 | |
Liability due to market default | 112,000,000 | |
Fair Value, Measurements, Recurring | European government | ||
Debt securities: | ||
Total debt securities | 157,000,000 | 134,000,000 |
Fair Value, Measurements, Recurring | Time deposits | ||
Debt securities: | ||
Total debt securities | 57,000,000 | 30,000,000 |
Fair Value, Measurements, Recurring | Corporate | ||
Debt securities: | ||
Total debt securities | 34,000,000 | 41,000,000 |
Fair Value, Measurements, Recurring | State owned enterprises and municipalities | ||
Debt securities: | ||
Total debt securities | 24,000,000 | 14,000,000 |
Fair Value, Measurements, Recurring | Swedish mortgage bonds | ||
Debt securities: | ||
Total debt securities | 19,000,000 | 40,000,000 |
Fair Value, Measurements, Recurring | Commercial paper | ||
Available-for-sale investment securities: | ||
Available-for-sale investment securities | 0 | 9,000,000 |
Fair Value, Measurements, Recurring | Level 1 | ||
Debt securities: | ||
Total debt securities | 157,000,000 | 134,000,000 |
Available-for-sale investment securities: | ||
Total assets at fair value | 157,000,000 | 134,000,000 |
Liabilities at Fair Value | ||
Other financial instruments | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | European government | ||
Debt securities: | ||
Total debt securities | 157,000,000 | 134,000,000 |
Fair Value, Measurements, Recurring | Level 1 | Time deposits | ||
Debt securities: | ||
Total debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Corporate | ||
Debt securities: | ||
Total debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | State owned enterprises and municipalities | ||
Debt securities: | ||
Total debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Swedish mortgage bonds | ||
Debt securities: | ||
Total debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Commercial paper | ||
Available-for-sale investment securities: | ||
Available-for-sale investment securities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | ||
Debt securities: | ||
Total debt securities | 134,000,000 | 125,000,000 |
Available-for-sale investment securities: | ||
Total assets at fair value | 134,000,000 | 134,000,000 |
Liabilities at Fair Value | ||
Other financial instruments | 0 | 112,000,000 |
Total liabilities at fair value | 0 | 112,000,000 |
Fair Value, Measurements, Recurring | Level 2 | European government | ||
Debt securities: | ||
Total debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Time deposits | ||
Debt securities: | ||
Total debt securities | 57,000,000 | 30,000,000 |
Fair Value, Measurements, Recurring | Level 2 | Corporate | ||
Debt securities: | ||
Total debt securities | 34,000,000 | 41,000,000 |
Fair Value, Measurements, Recurring | Level 2 | State owned enterprises and municipalities | ||
Debt securities: | ||
Total debt securities | 24,000,000 | 14,000,000 |
Fair Value, Measurements, Recurring | Level 2 | Swedish mortgage bonds | ||
Debt securities: | ||
Total debt securities | 19,000,000 | 40,000,000 |
Fair Value, Measurements, Recurring | Level 2 | Commercial paper | ||
Available-for-sale investment securities: | ||
Available-for-sale investment securities | 0 | 9,000,000 |
Fair Value, Measurements, Recurring | Level 3 | ||
Debt securities: | ||
Total debt securities | 0 | 0 |
Available-for-sale investment securities: | ||
Total assets at fair value | 0 | 0 |
Liabilities at Fair Value | ||
Other financial instruments | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | European government | ||
Debt securities: | ||
Total debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Time deposits | ||
Debt securities: | ||
Total debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Corporate | ||
Debt securities: | ||
Total debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | State owned enterprises and municipalities | ||
Debt securities: | ||
Total debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Swedish mortgage bonds | ||
Debt securities: | ||
Total debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Commercial paper | ||
Available-for-sale investment securities: | ||
Available-for-sale investment securities | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Narrative) (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability due to market default | $ 0 | |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of guarantee | 0 | |
Liability due to market default | $ 112,000,000 | |
Fair value assets | 291,000,000 | 268,000,000 |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of guarantee | 0 | 112,000,000 |
Fair value assets | 134,000,000 | 134,000,000 |
Fair Value, Measurements, Nonrecurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets | 0 | 0 |
Fair Value, Measurements, Nonrecurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt utilizing discounted cash flow analyses | $ 3,600,000,000 | $ 3,900,000,000 |
Clearing Operations (Narrative)
Clearing Operations (Narrative) (Details) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2018USD ($) | Dec. 31, 2019USD ($)fundcontract | Dec. 31, 2018USD ($)contract | |
Clearing Operations [Line Items] | |||
Number of member sponsored default funds | fund | 4 | ||
Loss due to commodities market default | $ 133,000,000 | ||
Clearing default loss | $ 8,000,000 | ||
Capital relief program expense | $ 23,000,000 | ||
Liability due to market default | 0 | ||
Default fund contributions | 570,000,000 | ||
Default fund contributions and margin deposits | 6,723,000,000 | ||
Committed capital | 291,000,000 | $ 268,000,000 | |
Liability Waterfall | |||
Clearing Operations [Line Items] | |||
Junior capital, cash deposits and pledged assets | 34,000,000 | ||
Senior capital, cash deposits and pledged assets | 21,000,000 | ||
Committed capital | 92,000,000 | ||
Utilize as capital resources | |||
Clearing Operations [Line Items] | |||
Default fund contributions | 458,000,000 | ||
Utilize as member posted surplus balance | |||
Clearing Operations [Line Items] | |||
Default fund contributions | 112,000,000 | ||
Cash Contributions | |||
Clearing Operations [Line Items] | |||
Default fund contributions | 387,000,000 | ||
Default fund contributions and margin deposits | $ 2,996,000,000 | 4,742,000,000 | |
Minimum | |||
Clearing Operations [Line Items] | |||
Reverse purchase agreements, maturity range | 7 days | ||
Maximum | |||
Clearing Operations [Line Items] | |||
Reverse purchase agreements, maturity range | 10 days | ||
Nasdaq Clearing | |||
Clearing Operations [Line Items] | |||
Maturity period of time deposits | 90 days | ||
Committed capital | $ 147,000,000 | ||
Power of assessment of the clearing member's contribution to the financial markets and commodities markets default funds (as a percent) | 100.00% | ||
Contract value of resale and repurchase agreements | $ 300,000,000 | $ 500,000,000 | |
Total number of derivative contracts cleared | contract | 6,627,103 | 9,223,246 | |
Fair Value, Measurements, Recurring | |||
Clearing Operations [Line Items] | |||
Liability due to market default | $ 112,000,000 | ||
Other financial instruments | $ 0 | 112,000,000 | |
Level 2 | Fair Value, Measurements, Recurring | |||
Clearing Operations [Line Items] | |||
Other financial instruments | $ 0 | $ 112,000,000 |
Clearing Operations (Schedule o
Clearing Operations (Schedule of Clearing Member Default Fund Contributions And Margin Deposits) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Clearing Operations [Line Items] | ||
Default fund contributions | $ 570 | |
Margin deposits | 6,153 | |
Total | 6,723 | |
Cash Contributions | ||
Clearing Operations [Line Items] | ||
Default fund contributions | 387 | |
Margin deposits | 2,609 | |
Total | 2,996 | $ 4,742 |
Non-Cash Contributions | ||
Clearing Operations [Line Items] | ||
Default fund contributions | 183 | |
Margin deposits | 3,544 | |
Total | $ 3,727 |
Clearing Operations (Investment
Clearing Operations (Investment Policy) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Clearing Operations [Line Items] | ||
Total | $ 6,723 | |
Demand deposits | ||
Clearing Operations [Line Items] | ||
Total | 1,328 | $ 3,094 |
Central bank certificates | ||
Clearing Operations [Line Items] | ||
Total | 896 | 1,017 |
European government debt securities | ||
Clearing Operations [Line Items] | ||
Total | 508 | 380 |
Reverse repurchase agreements | ||
Clearing Operations [Line Items] | ||
Total | 116 | 166 |
Supranationals and state owned enterprise debt securities | ||
Clearing Operations [Line Items] | ||
Total | 148 | 85 |
Cash Contributions | ||
Clearing Operations [Line Items] | ||
Total | $ 2,996 | $ 4,742 |
Clearing Operations (Schedule_2
Clearing Operations (Schedule of Derivative Contracts) (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2019USD ($)TWhcontract | Dec. 31, 2018TWhcontract | |
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 1,048 | |
Total number of cleared contracts | contract | 93,380,173 | 98,506,687 |
Total volume in cleared power, in Terawatt hours (TWh) | TWh | 842 | 1,067 |
Commodity and seafood options, futures and forwards | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 267 | |
Total number of cleared contracts | contract | 542,557 | 1,649,912 |
Fixed-income options and futures | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 602 | |
Total number of cleared contracts | contract | 21,464,522 | 22,839,794 |
Stock options and futures | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 114 | |
Total number of cleared contracts | contract | 23,777,980 | 24,978,684 |
Index options and futures | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 65 | |
Total number of cleared contracts | contract | 47,595,114 | 49,038,297 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Future minimum payments on lease not yet commenced | $ 128 | ||
Terms of lease not yet commenced | 16 years | ||
Rent expense for operating leases | $ 82 | $ 83 |
Leases (Summary of Supplemental
Leases (Summary of Supplemental Balance Sheet Information Related to Operating Leases) (Details) $ in Millions | Dec. 31, 2019USD ($) |
Assets: | |
Operating lease assets | $ 346 |
Liabilities: | |
Current lease liabilities | 61 |
Non-current lease liabilities | 331 |
Total lease liabilities | $ 392 |
Leases (Leases Cost) (Details)
Leases (Leases Cost) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 79 |
Variable lease cost | 23 |
Sublease income | (5) |
Total lease cost | $ 97 |
Leases (Operating Lease Maturi
Leases (Operating Lease Maturity) (Details) $ in Millions | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 77 |
2021 | 67 |
2022 | 46 |
2023 | 43 |
2024 | 35 |
Thereafter | 240 |
Total lease payments | 508 |
Less: interest | (116) |
Present value of lease liabilities | 392 |
Operating lease, liabilities | $ 61 |
Leases (Leases Terms and Discou
Leases (Leases Terms and Discount Rate) (Details) | Dec. 31, 2019 |
Leases [Abstract] | |
Weighted-average remaining lease term (in years) | 10 years 4 months 24 days |
Weighted-average discount rate | 4.60% |
Leases (Supplemental Cash Flow
Leases (Supplemental Cash Flow Information) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 78 |
Lease assets obtained in exchange for new operating lease liabilities | $ 26 |
Leases (Future Minimum Lease Pa
Leases (Future Minimum Lease Payments) (Details) $ in Millions | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 75 |
2020 | 69 |
2021 | 62 |
2022 | 44 |
2023 | 42 |
Thereafter | 345 |
Total minimum lease payments | $ 637 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||||
Provisional tax benefit, due to Tax Cuts and Jobs Act | $ 89 | ||||
Reduction to deferred tax assets relating to foreign currency translation | $ 290 | ||||
Undistributed earnings | $ 260 | ||||
Unrecognized Tax Benefits | 52 | 48 | $ 52 | 45 | $ 48 |
Penalties and interest expense | 3 | 2 | $ 1 | ||
Interest and penalties related to income tax | $ 10 | $ 12 | $ 10 |
Income Taxes (Domestic and Fore
Income Taxes (Domestic and Foreign Components of Income Before Income Tax Provision) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 691 | $ 636 | $ 556 |
Foreign | 328 | 428 | 316 |
Income before income taxes | $ 1,019 | $ 1,064 | $ 872 |
Income Taxes (Components of Inc
Income Taxes (Components of Income Tax Provision) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current income taxes provision: | |||
Federal | $ 120 | $ 103 | $ 51 |
State | 40 | 56 | 17 |
Foreign | 50 | 146 | 68 |
Total current income taxes provision | 210 | 305 | 136 |
Deferred income taxes provision (benefit): | |||
Federal | 27 | 185 | (16) |
State | 7 | 116 | 24 |
Foreign | 1 | 0 | (1) |
Total deferred income taxes provision | 35 | 301 | 7 |
Total income tax provision | $ 245 | $ 606 | $ 143 |
Income Taxes (Reconciliation of
Income Taxes (Reconciliation of Provision of Income Taxes) (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax provision at the statutory rate | 21.00% | 21.00% | 35.00% |
State income tax provision, net of federal effect | 4.10% | 3.70% | 2.60% |
Change in deferred taxes due to U.S. tax law changes | 0.00% | 27.00% | (9.90%) |
Excess tax benefits related to employee share-based compensation | (0.50%) | (0.70%) | (4.00%) |
Non-U.S. subsidiary earnings | 0.30% | 0.10% | (6.00%) |
Tax credits and deductions | (0.20%) | (0.20%) | (1.00%) |
Change in unrecognized tax benefits | (0.10%) | 4.70% | (0.80%) |
Other, net | (0.60%) | 1.40% | 0.50% |
Actual income tax provision | 24.00% | 57.00% | 16.40% |
Income Taxes (Schedule of Defer
Income Taxes (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Deferred revenues | $ 10 | $ 19 |
Foreign net operating loss | 4 | 23 |
State net operating loss | 2 | 4 |
Compensation and benefits | 32 | 33 |
Federal benefit of uncertain tax positions | 6 | 17 |
Operating lease liabilities | 101 | |
Other | 20 | 25 |
Gross deferred tax assets | 175 | 121 |
Less: valuation allowance | 0 | (23) |
Total deferred tax assets, net of valuation allowance | 175 | 98 |
Deferred tax liabilities: | ||
Amortization of software development costs and depreciation | (42) | (41) |
Amortization of acquired intangible assets | (495) | (498) |
Investments | (37) | (34) |
Unrealized gains | (31) | 0 |
Operating lease assets | (89) | |
Other | (32) | (22) |
Gross deferred tax liabilities | (726) | (595) |
Net deferred tax liabilities | (551) | (497) |
Non-current deferred tax assets | 1 | 4 |
Deferred tax liabilities, net | $ (552) | $ (501) |
Income Taxes (Net Operating Los
Income Taxes (Net Operating Losses and Credits) (Details) $ in Millions | Dec. 31, 2019USD ($) |
Foreign Tax Authority | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards, not subject to expiration | $ 4 |
State and local jurisdiction | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards, subject to expiration | $ 2 |
Income Taxes (Reconciliation _2
Income Taxes (Reconciliation of Unrecognized Tax Benefits) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 52 | $ 45 | $ 48 |
Additions as a result of tax positions taken in prior periods | 10 | 28 | 2 |
Additions as a result of tax positions taken in the current period | 1 | 6 | 5 |
Reductions related to settlements with taxing authorities | (10) | (23) | 0 |
Reductions as a result of lapses of the applicable statute of limitations | (5) | (4) | (10) |
Ending balance | $ 48 | $ 52 | $ 45 |
Commitments, Contingencies an_2
Commitments, Contingencies and Guarantees (Details) | Sep. 02, 2014exchange | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) | Oct. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Line Items] | ||||
Financial guarantees obtained | $ 11,000,000 | $ 12,000,000 | ||
National exchanges named as defendants | exchange | 7 | |||
Estimate of possible loss of revenue | $ 1,000,000 | |||
eSpeed | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Contingent future issuance of common stock (in shares) | shares | 992,247 | |||
Revenue required to trigger annual issuance of Nasdaq common stock | $ 25,000,000 | |||
Escrow Agreement | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Contingency, accrual | 9,000,000 | |||
ICBC | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Margin deposits contributed to brokers | 15,000,000 | |||
Clearinghouse Credit Facilities | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Credit facility, available liquidity | 203,000,000 | 234,000,000 | ||
Commercial Paper and Letter Of Credit | Clearinghouse Credit Facilities | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Utilized amount | $ 15,000,000 | $ 0 |
Business Segments (Narrative) (
Business Segments (Narrative) (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2018USD ($) | Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | |
Segment Reporting [Abstract] | |||
Number of operating segments | segment | 4 | ||
Expenses related to clearing default | $ 31 | ||
Loss due to commodities market default allocated to junior capital | $ 8 | ||
Capital relief program expense | $ 23 |
Business Segments (Schedule of
Business Segments (Schedule of Operating Segments) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Total revenues | $ 4,262 | $ 4,277 | $ 3,948 |
Transaction-based expenses | (1,727) | (1,751) | (1,537) |
Revenues less transaction-based expenses | 2,535 | 2,526 | 2,411 |
Depreciation and amortization | 190 | 210 | 188 |
Operating income | 1,017 | 1,028 | 991 |
Purchase of property and equipment | 127 | 111 | 144 |
Operating Segments | Market Services | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 2,639 | 2,709 | 2,418 |
Transaction-based expenses | (1,727) | (1,751) | (1,537) |
Revenues less transaction-based expenses | 912 | 958 | 881 |
Depreciation and amortization | 74 | 95 | 95 |
Operating income | 516 | 544 | 481 |
Purchase of property and equipment | 30 | 28 | 59 |
Operating Segments | Corporate Services | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 496 | 487 | 459 |
Transaction-based expenses | 0 | 0 | 0 |
Revenues less transaction-based expenses | 496 | 487 | 459 |
Depreciation and amortization | 34 | 36 | 40 |
Operating income | 178 | 155 | 149 |
Purchase of property and equipment | 27 | 29 | 41 |
Operating Segments | Information Services | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 779 | 714 | 588 |
Transaction-based expenses | 0 | 0 | 0 |
Revenues less transaction-based expenses | 779 | 714 | 588 |
Depreciation and amortization | 52 | 51 | 26 |
Operating income | 490 | 460 | 418 |
Purchase of property and equipment | 30 | 17 | 10 |
Operating Segments | Market Technology | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 338 | 270 | 247 |
Transaction-based expenses | 0 | 0 | 0 |
Revenues less transaction-based expenses | 338 | 270 | 247 |
Depreciation and amortization | 30 | 21 | 14 |
Operating income | 54 | 34 | 57 |
Purchase of property and equipment | 40 | 37 | 34 |
Corporate Items | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 10 | 97 | 236 |
Transaction-based expenses | 0 | 0 | 0 |
Revenues less transaction-based expenses | 10 | 97 | 236 |
Depreciation and amortization | 0 | 7 | 13 |
Operating income | (221) | (165) | (114) |
Purchase of property and equipment | $ 0 | $ 0 | $ 0 |
Business Segments (Corporate It
Business Segments (Corporate Items) (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | ||||
Total Revenues | $ 4,262 | $ 4,277 | $ 3,948 | |
Expenses: | ||||
Amortization expense of acquired intangible assets | 101 | 109 | 92 | |
Merger and strategic initiatives expense | 30 | 21 | 44 | |
Restructuring charges | 39 | 0 | 0 | |
Clearing default loss | $ 8 | |||
Operating income | 1,017 | 1,028 | 991 | |
Corporate Items | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | 10 | 97 | 236 | |
Expenses: | ||||
Amortization expense of acquired intangible assets | 101 | 109 | 92 | |
Merger and strategic initiatives expense | 30 | 21 | 44 | |
Restructuring charges | 39 | 0 | 0 | |
Clearing default loss | 0 | 31 | 0 | |
Provision for notes receivable | 20 | 0 | 0 | |
Extinguishment of debt | 11 | 0 | 10 | |
Expenses - divested businesses | 8 | 83 | 200 | |
Other | 22 | 18 | 4 | |
Total expenses | 231 | 262 | 350 | |
Operating income | $ (221) | $ (165) | $ (114) |
Business Segments Business Segm
Business Segments Business Segments (Geographic Data) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Total revenues | $ 4,262 | $ 4,277 | $ 3,948 |
Property and Equipment, Net | 384 | 376 | 400 |
United States | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 3,409 | 3,379 | 3,081 |
Property and Equipment, Net | 250 | 224 | 247 |
All other countries | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 853 | 898 | 867 |
Property and Equipment, Net | $ 134 | $ 152 | $ 153 |
Restructuring Charges (Narrativ
Restructuring Charges (Narrative) (Details) - Asset impairments | Dec. 31, 2019USD ($) |
Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring, expected cost | $ 70,000,000 |
Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring, expected cost | $ 80,000,000 |
Restructuring Charges (Summary
Restructuring Charges (Summary of Restructuring Plan) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring charges | $ 39 | $ 0 | $ 0 |
Asset impairments | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring charges | 24 | ||
Severance and employee-related costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring charges | 8 | ||
Accelerated depreciation | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring charges | 2 | ||
Contract terminations | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring charges | 2 | ||
Consulting services | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring charges | 2 | ||
Other | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring charges | $ 1 |