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Accumulated Other Comprehensive Loss
The following table outlines the components of accumulated other comprehensive loss:
Foreign Currency
Translation
Adjustments
Employee Benefit Plan
Adjustments
Accumulated Other
Comprehensive Loss
(in millions)
Gross balance, December 31, 2015
$
(1,298) $
(35) $
(1,333)
Income taxes
455
14
469
Net balance, December 31, 2015
$
(843) $
(21) $
(864)
Gross balance, December 31, 2016
$
(1,481) $
(35) $
(1,516)
Income taxes
523
14
537
Net balance,
December 31, 2016
$
(958) $
(21) $
(979)
Foreign currency translation adjustments include cumulative gains (losses) on foreign currency translation adjustments from non-
U.S. subsidiaries for which the functional currency is other than the U.S. dollar.
Employee benefit plan adjustments represent unrecognized net actuarial gains (losses) related to the Nasdaq Benefit Plans.
14. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
Year Ended December 31,
2016
2015
2014
(in millions, except share and per share amounts)
Numerator:
Net income attributable
to common shareholders
$
108 $
428 $
414
Denominator:
Weighted-average common shares outstanding for basic
earnings
per share
165,182,290
167,285,450
168,926,733
Weighted-average effect of dilutive securities:
Employee equity awards
3,258,136
3,638,981
3,727,839
Contingent
issuance of common stock
360,571
358,840
364,277
Weighted-average common shares outstanding for diluted
earnings per share
168,800,997
171,283,271
173,018,849
Basic and diluted earnings per share:
Basic earnings per share
$
0.65 $
2.56 $
2.45
Diluted earnings per share
$
0.64 $
2.50 $
2.39
For further discussion of our contingent issuance of common stock, see “Non-Cash Contingent Consideration,” of Note 18,
“Commitments, Contingencies and Guarantees.”
Stock options to purchase 1,406,371 shares of common stock
and 4,254,012 shares of restricted stock and PSUs were
outstanding at December 31, 2016. For the year ended
December 31, 2016, we included all of the outstanding stock
options and 3,663,919 shares of restricted stock and PSUs in
the computation of diluted earnings per share, on a weighted-
average basis, as their inclusion was dilutive. The remaining
shares of restricted stock and PSUs are antidilutive, and as such,
they were properly excluded.
Stock options to purchase 2,626,487 shares of common stock
and 5,207,423 shares of restricted stock and PSUs were
outstanding at December 31, 2015. For the year ended
December 31, 2015, we included all of the outstanding stock
options and 4,842,383 shares of restricted stock and PSUs in
the computation of diluted earnings per share, on a weighted-
average basis, as their inclusion was dilutive. The remaining
shares of restricted stock and PSUs are antidilutive, and as such,
they were properly excluded.
Stock options to purchase 3,316,782 shares of common stock
and 5,405,837 shares of restricted stock and PSUs were
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outstanding at December 31, 2014. For the year ended
December 31, 2014, we included 3,198,842 of the outstanding
stock options and 4,836,518 shares of restricted stock and PSUs
in the computation of diluted earnings per share, on a weighted-
average basis, as their inclusion was dilutive. The remaining
stock options and shares of restricted stock and PSUs are
antidilutive, and as such, they were properly excluded.
15. Fair Value of Financial Instruments
The following table presents our financial assets that are
measured at fair value on a recurring basis as of December 31,
2016 and 2015. We did not have any financial liabilities
measured at fair value on a recurring basis as of December 31,
2016 and 2015.
December 31, 2016
Total
Level 1
Level 2
Level 3
(in millions)
Financial
investments, at
fair value
$ 245 $ 228 $
17 $
—
Default fund and
margin
deposit
investments
1,900
1,763
137
—
Total
$ 2,145 $ 1,991 $ 154 $
—
December 31, 2015
Total
Level 1
Level 2
Level 3
(in millions)
Financial
investments, at
fair value
$ 201 $ 189 $
12 $
—
Default fund and
margin deposit
investments
1,556
1,253
303
—
Total
$ 1,757 $ 1,442 $ 315 $
—
Our Level 1 financial investments, at fair value were primarily
comprised of trading securities, mainly highly rated European
government debt securities. Of these securities, $172 million
as of December 31, 2016 and $166 million as of December 31,
2015 are assets utilized to meet regulatory capital requirements,
primarily for our clearing operations at Nasdaq Clearing. As of
December 31, 2016 and 2015, Level 2 financial investments,
at fair value were primarily comprised of available-for-sale
investment securities in short-term commercial paper.
Our default fund and margin deposit investments include cash
contributions invested by Nasdaq Clearing, in accordance with
its investment policy. Of the total balance of $3,301 million
recorded in the Consolidated Balance Sheets as of
December 31, 2016, $137 million of cash contributions have
been invested in reverse repurchase agreements and $1,763
million of cash contributions have been invested in highly rated
European, and to a lesser extent, U.S. government debt
securities or central bank certificates. The remainder of this
balance is held in cash. Of the total balance of $2,228 million
recorded in the Consolidated Balance Sheets as of
December 31, 2015, $303 million of cash contributions have
been invested in reverse repurchase agreements and $1,253
million of cash contributions have been invested in highly rated
European, and to a lesser extent, U.S. government debt
securities and time deposits. The remainder of this balance is
held in cash. See Note 16, “Clearing Operations,” for further
discussion of default fund contributions and margin deposits.
There were no transfers between Level 1 and Level 2 of the fair
value hierarchy as of December 31, 2016 and 2015.
Financial Instruments Not Measured at Fair Value on a
Recurring Basis
Some of our financial instruments are not measured at fair value
on a recurring basis but are recorded at amounts that
approximate fair value due to their liquid or short-term nature.
Such financial assets and financial liabilities include: cash and
cash equivalents, restricted cash, receivables, net, certain other
current assets, accounts payable and accrued expenses,
Section 31 fees payable to SEC, accrued personnel costs, and
certain other current liabilities.
In addition, our investments in OCC and EuroCCP N.V. are
accounted for under the equity method of accounting and our
investments in Borsa Istanbul and LCH.Clearnet Group
Limited are carried at cost. See “Equity Method Investments,”
and “Cost Method Investments,” of Note 6, “Investments,” for
further discussion.
We also consider our debt obligations to be financial
instruments. The fair value of our debt, utilizing discounted
cash flow analyses for our floating rate debt and prevailing
market rates for our fixed rate debt, was $3.8 billion at
December 31, 2016 and $2.5 billion at December 31, 2015. The
discounted cash flow analyses are based on borrowing rates
currently available to us for debt with similar terms and
maturities. Our fixed rate and our floating rate debt is
categorized as Level 2 in the fair value hierarchy. For further
discussion of our debt obligations, see Note 9, “Debt
Obligations.”
16. Clearing Operations
Nasdaq Clearing
Nasdaq Clearing is authorized and supervised under EMIR as
a multi-asset clearinghouse by the SFSA and is authorized to
conduct clearing operations in Norway by the Norwegian
Ministry of Finance. The clearinghouse acts as the CCP for
exchange and OTC trades in equity derivatives, fixed income
derivatives, resale and repurchase contracts, power derivatives,
emission allowance derivatives, freight and fuel oil derivatives,
iron ore derivatives and seafood derivatives.
Through our clearing operations in the financial markets, which
include the resale and repurchase market, the commodities
markets, and the seafood market, Nasdaq Clearing is the legal
counterparty for, and guarantees the fulfillment of, each
contract cleared. These contracts are not used by Nasdaq
Clearing for the purpose of trading on its own behalf. As the
legal counterparty of each transaction, Nasdaq Clearing bears