F-29
exchange rate risk associated with certain investments in these
subsidiaries. The decrease in the carrying amount of $42 million
noted in the “Payments, Accretion and Other” column in the
table above reflects the translation of the 2023 Notes into U.S.
dollars and is recorded in accumulated other comprehensive
loss within stockholders’ equity in the Consolidated Balance
Sheets as of December 31, 2016.
3.85% Senior Unsecured Notes
In June 2016, Nasdaq issued the 2026 Notes. We used the net
proceeds from the 2023 Notes and the 2026 Notes to fund our
acquisition of ISE. See “Acquisition of ISE,” of Note 4,
“Acquisitions,” for further discussion of the ISE acquisition.
The 2026 Notes pay interest semiannually at a rate of 3.85% per
annum until June 30, 2026 and such rate may vary with
Nasdaq’s debt rating up to a rate not to exceed 5.85%.
Credit Facilities
As of December 31, 2016, the amounts in the table above reflect
the aggregate principal amount, less the unamortized debt
issuance costs which are being accreted through interest
expense over the life of the applicable credit facility. Nasdaq is
permitted to repay borrowings under our credit facilities at any
time in whole or in part, without penalty. We are also required
to repay loans outstanding under our credit facilities with net
cash proceeds from sales of property and assets of Nasdaq and
its subsidiaries (excluding inventory sales and other sales in the
ordinary course of business) and casualty and condemnation
proceeds, in each case subject to specified exceptions and
thresholds.
Our credit facilities contain financial and operating covenants.
Financial covenants include a minimum interest expense
coverage ratio and a maximum leverage ratio. Operating
covenants include, among other things, limitations on Nasdaq’s
ability to incur additional indebtedness, grant liens on assets,
enter into affiliate transactions, dispose of assets and pay
dividends. Our credit facilities allow us to pay cash dividends
on our common stock. The facilities also contain customary
affirmative covenants, including access to financial statements,
notice of defaults and certain other material events,
maintenance of business and insurance, and events of default,
including cross-defaults to our material indebtedness.
2016 Credit Facility
In March 2016, Nasdaq entered into the 2016 Credit Facility.
In March 2016, loans in an aggregate principal amount of $400
million were drawn under the 2016 Credit Facility and the net
proceeds were used to partially repay amounts outstanding
under the revolving credit commitment of the 2014 Credit
Facility as discussed below.
Loans under the 2016 Credit Facility pay interest monthly at a
variable interest rate based on either the LIBOR or the base rate
(or other applicable rate with respect to non-dollar borrowings),
plus an applicable margin that varies with Nasdaq’s debt rating.
Under the 2016 Credit Facility, we are required to make
quarterly principal payments beginning in March 2018 equal
to 2.50% of the aggregate original principal amounts borrowed
with the remaining amounts due at maturity.
2014 Credit Facility
In November 2014, Nasdaq entered into the 2014 Credit
Facility. The 2014 Credit Facility consists of a $750 million
revolving credit commitment (with sublimits for non-dollar
borrowings, swingline borrowings and letters of credit). At
various points during 2016, we borrowed under the revolving
credit commitment of the 2014 Credit Facility. Total borrowings
for the year were $898 million of which $361 million was used
to partially fund our acquisitions of Nasdaq CXC, Marketwired
and Boardvantage, and $537 million was used for general
corporate purposes. We used the net proceeds from our 2016
Credit Facility and cash on hand to repay $1,156 million under
the revolving credit commitment of the 2014 Credit Facility.
See “2016 Acquisitions,” of Note 4, “Acquisitions,” for further
discussion of the Nasdaq CXC, Marketwired and Boardvantage
acquisitions.
The loans under the 2014 Credit Facility have a variable interest
rate based on either the LIBOR or the base rate (as defined in
the credit agreement) (or other applicable rate with respect to
non-dollar borrowings), plus an applicable margin that varies
with Nasdaq’s debt rating.
Other Credit Facilities
In addition to the revolving credit commitment under our 2014
Credit Facility discussed above, we have credit facilities related
to our Nasdaq Clearing operations in order to provide further
liquidity. Credit facilities, which are available in multiple
currencies, totaled $170 million at December 31, 2016 and $202
million at
December 31, 2015 in available liquidity, none of
which was utilized.
Debt Covenants
At December 31, 2016, we were in compliance with the
covenants of all of our debt obligations.
F-30
10. Income Taxes
The income tax provision consists of the following amounts:
Year Ended December 31,
2016
2015
2014
(in millions)
Current income taxes:
Federal
$
37 $
139 $
123
State
21
42
36
Foreign
106
36
28
Total
current income taxes
164
217
187
Deferred income taxes:
Federal
(97)
(18)
(13)
State
(35)
(1)
(2)
Foreign
(4)
5
9
Total deferred income
taxes
(136)
(14)
(6)
Total income tax
provision
$
28 $
203 $
181
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. At December 31, 2016, the cumulative amount
of undistributed earnings in these subsidiaries is approximately
$144 million. Given our intent to reinvest these earnings for an
indefinite period of time, we have not accrued a deferred tax
liability for U.S. federal income taxes on these earnings. A
determination of 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, 2016, 2015 and 2014 is as follows:
Year Ended December 31,
2016
2015
2014
Federal income tax
provision
at the statutory
rate
35.0 %
35.0 %
35.0 %
State income tax
provision, net of federal
effect
(6.7)%
3.9 %
3.4 %
Non-U.S. subsidiary
earnings
(7.3)%
(6.4)%
(7.0)%
Tax
credits and deductions
(5.1)%
(0.8)%
(0.6)%
Change in unrecognized
tax benefits
4.2 %
0.3 %
(3.0)%
Other, net
0.5 %
0.2 %
2.7 %
Actual income tax
provision
20.6 %
32.2 %
30.5 %
The lower effective tax rate in 2016 when compared to 2015 is
primarily due to a shift in the geographic mix of earnings,
largely driven by the write-off of the eSpeed trade name,
partially offset by an unfavorable ruling from the Finnish
Supreme Administrative Court. The higher effective tax rate in
2015 when compared with 2014 was primarily due to a decrease
in unrecognized tax benefits in 2014.
The temporary differences, which give rise to our deferred tax
assets and (liabilities), consisted of the following:
December 31,
2016
2015
(in millions)
Deferred tax assets:
Deferred
revenues
$
39 $
46
U.S. federal net operating loss
2
5
Foreign net operating loss
37
92
State net operating loss
1
2
Compensation
and benefits
99
86
Foreign currency translation
528
458
Tax credits
7
7
Other
34
32
Gross deferred tax assets
747
728
Deferred tax liabilities:
Amortization
of software
development costs and
depreciation
(63)
(56)
Amortization of acquired
intangible assets
(596)
(522)
Investments
(37)
(35)
Other
(24)
(13)
Gross deferred tax liabilities
(720)
(626)
Net
deferred tax assets before
valuation allowance
27
102
Less: valuation allowance
(30)
(85)
Net deferred tax assets (liabilities) $
(3) $
17
A valuation allowance has been established with regards to the
tax benefits primarily associated with certain net operating
losses, or NOLs, as it is more likely than not that these benefits
will not be realized in the foreseeable future.
As of December 31, 2016, the expiration dates for the NOLs,
and credits are as follows:
Jurisdiction
Amount
Expiration Date
(in millions)
U.S. Federal NOL
$
2
2027
Foreign NOL
3
2018-2025
Foreign NOL
34
No
expiration date
State NOL
1
2017-2035
U.S. Federal Tax credits
7
2018-2027