Default funds and margin deposits

223

^[1]

279

^[1]

Receivables, net

333

308

Deferred tax assets

209

Open clearing contracts:

Resale agreements, at contract value

1,566

3,745

Other current assets

112

110

Total current assets

1,492

6,581

Non-current restricted cash

Non-current deferred tax assets

211

193

294

392

Goodwill

5,335

5,061

Intangible assets, net

1,650

1,648

Other non-current assets

125

119

Accounts payable and accrued expenses

9,132

^[2]

14,091

^[2]

Current liabilities:

172

164

Section 31 fees payable to SEC

106

Accrued personnel costs

111

132

Deferred revenue

139

124

Other current liabilities

119

112

Deferred tax liabilities

Default funds and margin deposits

209

Open clearing contracts:

Repurchase agreements, at contract value

1,566

3,745

Current portion of debt obligations

Total current liabilities

927

6,038

Debt obligations

1,931

2,072

Non-current deferred tax liabilities

713

670

Non-current deferred revenue

156

154

Other non-current liabilities

196

171

Total liabilities

3,923

9,105

Commitments and contingencies

NASDAQ OMX stockholders' equity:

Common stock, $0.01 par value, 300,000,000 shares authorized, shares issued: 213,426,908 at December 31, 2012 and 213,398,111 at December 31, 2011; shares outstanding: 165,605,838 at December 31, 2012 and 173,552,939 at December 31, 2011

Preferred stock, 30,000,000 shares authorized, series A convertible preferred stock: shares issued: 1,600,000 at December 31, 2012 and December 31, 2011; shares outstanding: none at December 31, 2012 and December 31, 2011

Additional paid-in capital

3,771

3,793

Common stock in treasury, at cost: 47,821,070 shares at December 31, 2012 and 39,845,172 shares at December 31, 2011

(1,058)

(860)

Accumulated other comprehensive loss

(185)

(350)

Retained earnings

2,678

2,391

Total NASDAQ OMX stockholders' equity

5,208

4,976

Noncontrolling interests

Total equity

5,209

4,986

Total liabilities and equity

$ 9,132

$ 14,091

[1]

Primarily comprised of trading securities, mainly Swedish government debt securities, of $201 million as of December 31, 2012 and $261 million as of December 31, 2011. Of these securities, $134 million as of December 31, 2012 and $212 million as of December 31, 2011 are restricted assets to meet regulatory capital requirements primarily for clearing operations at NASDAQ OMX Nordic Clearing. This balance also includes our available-for-sale investment security in DFM of $22 million as of December 31, 2012 and $18 million as of December 31, 2011. See Note 6, "Investments," for further discussion of our trading investment securities and available-for-sale investment security.

[2]

Total assets decreased $5.0 billion at December 31, 2012 as compared to December 31, 2011 primarily due to our new clearing structure which significantly changed the nature and extent of the risk of loss to NASDAQ OMX Nordic Clearing in the event of a member default. As a result, we no longer record derivative positions or resale and repurchase agreements in the Consolidated Balance Sheet. Total assets decreased $2.1 billion at December 31, 2011 as compared to December 31, 2010 primarily due to a decrease in open clearing contracts reflecting decreases in derivative positions, at fair value, partially offset by increases in resale agreements, at contract value within our Market Services segment. The decrease in derivative positions, at fair value reflected significant reductions in price levels within our commodities markets, fewer open positions and decreased volatility within our derivative markets, as well as currency rate fluctuations. The increase in resale agreements, at contract value was primarily due to the mix of contracts outstanding between our clearing members, which allowed us to net or offset less of these contracts against one another at December 31, 2011 compared to December 31, 2010, partially offset by lower volume and currency rate fluctuations.

Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	213,426,908	213,398,111
Common stock, shares outstanding	165,605,838	173,552,939
Preferred stock, shares authorized	30,000,000	30,000,000
Preferred stock, series A convertible preferred stock: shares issued	1,600,000	1,600,000
Preferred stock, series A convertible preferred stock: shares outstanding	0	0
Common stock in treasury	47,821,070	39,845,172

Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.

+ References+ Details

Consolidated Statements of Income (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Revenues:
Market Services	$ 2,560	$ 2,886	$ 2,700
Issuer Services	375	361	338
Market Technology	184	183	152
Other			1
Total revenues	3,119	3,430	3,191
Cost of revenues:
Transaction rebates	(1,104)	(1,344)	(1,312)
Brokerage, clearance and exchange fees	(352)	(404)	(363)
Total cost of revenues	(1,456)	(1,748)	(1,675)
Revenues less transaction rebates, brokerage, clearance and exchange fees	1,663	1,682	1,516
Operating expenses:
Compensation and benefits	454	458	412
Marketing and advertising	26	24	20
Depreciation and amortization	104	109	103
Professional and contract services	96	83	72
Computer operations and data communications	60	65	58
Occupancy	93	91	88
Regulatory	34	35	35
Merger and strategic initiatives	4	38	4
Restructuring charges	44
General, administrative and other	58	83	93
Total operating expenses	973	986	885
Operating income	690	696	631
Interest income	10	11	9
Interest expense	(97)	(119)	(102)
Asset impairment charges	(40)	(18)
Dividend and investment income		1	(3)
Loss on divestiture of businesses	(14)		(11)
Income (loss) from unconsolidated investees, net	(1)	2	2
Income before income taxes	548	573	526
Income tax provision	199	190	137
Net income	349	383	389
Net loss attributable to noncontrolling interests	3	4	6
Net income attributable to NASDAQ OMX	$ 352	$ 387	$ 395
Per share information:
Basic earnings per share	$ 2.09	$ 2.20	$ 1.94
Diluted earnings per share	$ 2.04	$ 2.15	$ 1.91
Cash dividends declared per common share	$ 0.39

Consolidated Statements of Comprehensive Income (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Net income	$ 349	$ 383	$ 389
Net unrealized holding gains (losses) on available-for-sale investment securities:
Unrealized holding gains (losses) arising during the period	4	(15)	(3)
Income tax benefit, net of valuation allowance	1	1	1
Reclassification adjustment for losses realized in net income on available-for-sale investment securities		18
Total	4	3	(2)
Foreign currency translation gains (losses):
Net foreign currency translation gains (losses)	262	(120)	231
Income tax benefit (expense)	(95)	40	(98)
Total	167	(80)	133
Cash flow hedges:
Reclassification adjustment for loss realized in net income on cash flow hedges			9
Income tax benefit recognized in net income during the period			(3)
Total			6
Employee benefit plans:
Employee benefit plan adjustment losses	(10)	(2)	(5)
Income tax benefit	4	1	2
Total	(6)	(1)	(3)
Total other comprehensive income (loss), net of tax	165	(78)	134
Comprehensive income	514	305	523
Comprehensive loss attributable to noncontrolling interests	3	4	6
Comprehensive income attributable to NASDAQ OMX	$ 517	$ 309	$ 529

Consolidated Statements of Changes in Equity (USD $) In Millions, except Share data	Total	Common stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]
Balance at Dec. 31, 2009	$ 4,944	$ 2	$ 3,736	$ (10)	$ (406)	$ 1,610	$ 12
Balance (in shares) at Dec. 31, 2009		211,385,464
Net income (loss)	389					395	(6)
Reclassification adjustment for loss realized in net income on cash flow hedges, net of tax	6				6
Foreign currency translation, net of tax	133				133
Employee benefit plan adjustments, net of tax	(3)				(3)
Net unrealized holding gains (losses) on available-for-sale securities, net of tax	(2)				(2)
Share repurchase program	(797)			(797)
Share repurchase program (in shares)		(37,831,647)
Conversion of series A convertible preferred stock to common stock and accretion	15		16			(1)
Conversion of Convertible Securities (in shares)		845,646
Amortization and vesting of restricted stock and PSUs	19		23	(4)
Amortization and vesting of restricted stock and PSUs (in shares)		579,759
Stock options exercised, net	14		5	9
Stock options exercised, net (in shares)	708,731	708,731
Other issuances (purchases) of common stock, net	7		1	6
Other issuances (purchases) of common stock, net (in shares)		94,730
Purchases of subsidiary shares from noncontrolling interests	(2)		(1)				(1)
Sale of subsidiary shares to noncontrolling interests and other adjustments	6						6
Balance at Dec. 31, 2010	4,729	2	3,780	(796)	(272)	2,004	11
Balance (in shares) at Dec. 31, 2010		175,782,683
Net income (loss)	383					387	(4)
Foreign currency translation, net of tax	(80)				(80)
Employee benefit plan adjustments, net of tax	(1)				(1)
Unrealized holding losses on available-for-sale securities, net of reclassification for losses realized in net income	3				3
Share repurchase program	(100)			(100)
Share repurchase program (in shares)		(3,983,481)
Tender offer related to the 2013 Convertible Notes	(9)		(9)
Amortization and vesting of restricted stock and PSUs	22		14	8
Amortization and vesting of restricted stock and PSUs (in shares)		632,682
Stock options exercised, net	17		(5)	22
Stock options exercised, net (in shares)	1,030,721	1,030,721
Other issuances (purchases) of common stock, net	19		13	6
Other issuances (purchases) of common stock, net (in shares)		90,334
Sale of subsidiary shares to noncontrolling interests and other adjustments	3						3
Balance at Dec. 31, 2011	4,986	2	3,793	(860)	(350)	2,391	10
Balance (in shares) at Dec. 31, 2011		173,552,939
Net income (loss)	349					352	(3)
Foreign currency translation, net of tax	167				167
Employee benefit plan adjustments, net of tax	(6)				(6)
Unrealized holding losses on available-for-sale securities, net of reclassification for losses realized in net income	4				4
Cash dividends declared per common share	(65)					(65)
Share repurchase program	(275)			(275)
Share repurchase program (in shares)		(11,544,457)
Amortization and vesting of restricted stock and PSUs	36		(8)	44
Amortization and vesting of restricted stock and PSUs (in shares)		1,997,516
Stock options exercised, net	23		(22)	45
Stock options exercised, net (in shares)	2,051,066	2,051,066
Other issuances (purchases) of common stock, net	(4)		8	(12)
Other issuances (purchases) of common stock, net (in shares)		(451,226)
Sale of subsidiary shares to noncontrolling interests and other adjustments	(6)						(6)
Balance at Dec. 31, 2012	$ 5,209	$ 2	$ 3,771	$ (1,058)	$ (185)	$ 2,678	$ 1
Balance (in shares) at Dec. 31, 2012		165,605,838

Consolidated Statements of Changes in Equity (Parenthetical) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2010
Reclassification adjustment for loss realized in net income on cash flow hedges, tax	$ (3)
Foreign currency translation, tax	98
Employee benefit plan adjustments, tax	2
Net unrealized holding gain (loss), tax	$ 1

This item represents the tax effects occurring during the period which are related to the net unrealized gain (loss) resulting from changes in the fair [carrying] value during the period of available-for-sale securities. Such tax affects would have been charged or credited directly to other comprehensive income or to related components of shareholders' equity.

+ References+ Details

Tax effect, net of reclassification adjustments, of the change in the balance sheet adjustment that results from the process of translating subsidiary financial statements and foreign equity investments into the reporting currency of the reporting entity. Also includes the following: gain (loss) on foreign currency forward exchange contracts; foreign currency transactions designated as hedges of net investment in a foreign entity and intercompany foreign currency transactions that are of a long-term nature, when the entities to the transaction are consolidated, combined, or accounted for by the equity method in the reporting enterprise's financial statements; and gain (loss) on a derivative instrument or nonderivative financial instrument that may give rise to a foreign currency transaction gain (loss) that has been designated and qualified as a hedging instrument for hedging of the foreign currency exposure of a net investment in a foreign operation.

+ References+ Details

Organization and Nature of Operations

Tax effect of the income statement impact of the reclassification adjustment of accumulated gain (loss) from derivative instruments designated and qualifying as the effective portion of cash flow hedges realized in net income. Also includes reclassification adjustments of an entity's share of an equity investee's deferred hedging gain (loss) realized in net income.

+ References+ Details

Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Cash flows from operating activities:
Net income	$ 349	$ 383	$ 389
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	104	109	103
Share-based compensation	46	36	33
Excess tax benefits related to share-based compensation	(7)	(10)	(2)
Loss on divestiture of businesses	14		11
Provision for bad debts	6	4	5
Charges related to debt extinguishment and refinancing		31	37
Deferred income taxes	16	4	(35)
Non-cash restructuring charges	16
Net (income) loss from unconsolidated investees	1	(2)	(2)
Asset retirements and impairment charges	40	25	6
Amortization of debt issuance costs	3	6	6
Accretion of debt discounts	4	13	14
Other non-cash items included in net income	8	(10)	2
Net change in operating assets and liabilities, net of effects of acquisitions and divestitures:
Receivables, net	(30)	(11)	5
Other assets	71	69	(85)
Accounts payable and accrued expenses	1	24	4
Section 31 fees payable to SEC	(9)	24	(55)
Accrued personnel costs	(27)	10	2
Deferred revenue	5	(14)	14
Other liabilities	(17)	(22)	(12)
Net cash provided by operating activities	594	669	440
Cash flows from investing activities:
Purchases of trading securities	(301)	(533)	(237)
Proceeds from sales and redemptions of trading securities	372	501	350
Proceeds from sales of equity method investments			1
Acquisitions of businesses, net of cash and cash equivalents acquired	(112)	(26)	(190)
Purchases of property and equipment	(87)	(88)	(42)
Net cash used in investing activities	(128)	(146)	(118)
Cash flows from financing activities:
Proceeds from debt obligations, net of debt issuance costs		700	2,409
Payments of debt obligations	(145)	(948)	(2,216)
Cash paid for repurchase of common stock	(275)	(100)	(797)
Cash dividends	(65)
Proceeds from contributions of noncontrolling interests		3	3
Issuances of common stock, net of treasury stock purchases	(3)	10	6
Excess tax benefits related to share-based compensation	7	10	2
Other financing activities	(4)		(2)
Net cash used in financing activities	(485)	(325)	(595)
Effect of exchange rate changes on cash and cash equivalents	10	(7)	(6)
Net increase (decrease) in cash and cash equivalents	(9)	191	(279)
Cash and cash equivalents at beginning of period	506	315	594
Cash and cash equivalents at end of period	497	506	315
Cash paid for:
Interest	80	86	53
Income taxes, net of refund	177	129	148
Non-cash investing activities:
Investment in LCH.Clearnet Group Limited	$ 37

Organization and Nature of Operations

12 Months Ended

Dec. 31, 2012

1. Organization and Nature of Operations

We are a leading global exchange group that delivers trading, clearing, exchange technology, regulatory, securities listing, and public company services across six continents. Our global offerings are diverse and include trading and clearing across multiple asset classes, market data products, financial indexes, capital formation solutions, financial services and market technology products and services. Our technology powers markets across the globe, supporting cash equity trading, derivatives trading, clearing and settlement and many other functions.

In the U.S., we operate The NASDAQ Stock Market, a registered national securities exchange. The NASDAQ Stock Market is the largest single cash equities securities market in the U.S. in terms of listed companies and in the world in terms of share value traded. As of December 31, 2012, The NASDAQ Stock Market was home to 2,577 listed companies with a combined market capitalization of approximately $5.2 trillion. In addition, in the U.S. we operate two additional cash equities trading markets, three options markets and a futures market. We also engage in riskless principal trading and clearing of OTC power and gas contracts.

In Europe, we operate exchanges in Stockholm (Sweden), Copenhagen (Denmark), Helsinki (Finland), and Iceland as NASDAQ OMX Nordic, and exchanges in Tallinn (Estonia), Riga (Latvia) and Vilnius (Lithuania) as NASDAQ OMX Baltic. Collectively, the exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic offer trading in cash equities, bonds, structured products and ETFs, as well as trading and clearing of derivatives and clearing of resale and repurchase agreements. Through NASDAQ OMX First North, our Nordic and Baltic operations also offer alternative marketplaces for smaller companies. As of December 31, 2012, the exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic, together with NASDAQ OMX First North, were home to 754 listed companies with a combined market capitalization of approximately $1.0 trillion. We also operate NASDAQ OMX Armenia.

In addition, NASDAQ OMX Commodities operates the world’s largest power derivatives exchange, one of Europe’s largest carbon exchanges and together with Nord Pool Spot, N2EX, a marketplace for physical U.K. power contracts. We also operate NOS Clearing, a leading Norway-based clearinghouse primarily for OTC traded derivatives for the freight market and seafood derivatives market.

In some of the countries where we operate exchanges, we also provide clearing, settlement and depository services.

Prior to January 1, 2013, we managed, operated and provided our products and services in three business segments: Market Services, Issuer Services and Market Technology. As announced in January 2013, we realigned our reportable segments as a result of changes to the organizational structure of our businesses. See Note 20, “Subsequent Event,” for further discussion.

Market Services

Our Market Services segment includes our U.S. and European Transaction Services businesses, which include Access Services, as well as our Market Data and Broker Services businesses. We offer trading on multiple exchanges and facilities across several asset classes, including cash equities, derivatives, debt, commodities, structured products and ETFs. In addition, in some of the countries where we operate exchanges, we also provide clearing, settlement and depository services.

U.S. Transaction Services

In the U.S., we offer trading in cash equity securities, derivatives and ETFs on The NASDAQ Stock Market, The NASDAQ Options Market, NASDAQ OMX PHLX, NASDAQ OMX BX, NASDAQ OMX BX Options, NASDAQ OMX PSX and NFX, and engage in riskless principal trading and clearing of OTC power and gas contracts through NOCC. Our transaction-based platforms in the U.S. provide market participants with the ability to access, process, display and integrate orders and quotes for cash equity securities, derivatives and ETFs. The platforms allow the routing and execution of buy and sell orders as well as the reporting of transactions for cash equity securities, derivatives and ETFs, providing fee-based revenues.

Cash Equities Trading

The NASDAQ Stock Market is the largest single pool of liquidity for trading U.S.-listed cash equities, matching an average of approximately 17.0% of all U.S. cash equities volume for 2012. With NASDAQ OMX BX and NASDAQ OMX PSX, we offer a second and third quote within the U.S. cash equities marketplace, providing our customers enhanced trading choices and pricing flexibility. In 2012, NASDAQ OMX BX matched an average of approximately 2.7% of all U.S. cash equities volume and NASDAQ OMX PSX matched an average of approximately 1.1% of all U.S. cash equities volume.

Derivative Trading and Clearing

In the U.S., we operate The NASDAQ Options Market, NASDAQ OMX PHLX and NASDAQ OMX BX Options for the trading of equity options, ETF options, index options and foreign currency options. As of December 31, 2012, NASDAQ OMX PHLX, which operates a hybrid electronic and floor-based market, was the largest equity options market in the U.S. During the year ended December 31, 2012, our options markets had an average combined market share of approximately 27.2% in the U.S. equity options market, consisting of approximately 21.3% at NASDAQ OMX PHLX, 5.5% at The NASDAQ Options Market and 0.4% at NASDAQ OMX BX Options. Together, the combined market share of 27.2% represented the largest share of the U.S. equity options market and ETF options market. Our options trading platforms provide trading opportunities to both retail investors, algorithmic trading firms and market makers, who tend to prefer electronic trading, and institutional investors, who typically pursue more complex trading strategies and often trade on the floor.

In the U.S., we also operate NFX, which offers trading of futures contracts on spot gold.

NASDAQ OMX also engages in riskless principal trading and clearing of OTC power and gas contracts through our subsidiary NOCC.

In August 2012, we sold our majority-owned subsidiary IDCG to LCH Clearnet Group Limited, or LCH. See “2012 Divestiture,” of Note 4, “Acquisitions and Divestitures,” for further discussion.

European Transaction Services

Nordic Transaction Services

The exchanges that comprise NASDAQ OMX Nordic offer trading for cash equities and bonds, trading and clearing services for derivatives, and clearing services for resale and repurchase agreements. Our platform allows the exchanges to share the same trading system, which enables efficient cross-border trading and settlement, cross membership and a single source for Nordic market data.

Trading is offered in Nordic securities such as cash equities and depository receipts, warrants, convertibles, rights, fund units, ETFs, bonds and other interest-related products. NASDAQ OMX Stockholm also offers trading in derivatives, such as stock options and futures, index options and futures, fixed-income options and futures and stock loans. Settlement and registration of cash trading takes place in Sweden, Finland, Denmark and Iceland via the local central securities depositories.

NASDAQ OMX’s trading offering also includes cash equities listed in Norway and Norwegian derivatives products. The offering is designed to provide lower trading costs and other benefits for customers seeking to trade all Nordic equity products on one platform.

Most of our cash equity trades on the exchanges that comprise NASDAQ OMX Nordic are centrally cleared by EMCF, a leading European clearinghouse in which we own a 22% equity stake.

NASDAQ OMX Stockholm offers clearing services for fixed-income options and futures, stock options and futures and index options and futures by serving as the CCP. In doing so, we guarantee the completion of the transaction, and market participants can thereby limit their counterparty risk. We also act as the counterparty for certain OTC contracts.

NASDAQ OMX Stockholm also offers a clearing service for the resale and repurchase agreement market. As a result of an agreement between the Swedish Money Market Council and NASDAQ OMX, a large portion of the Swedish Interbank resale and repurchase market is cleared through NASDAQ OMX Stockholm.

Baltic Transaction Services

NASDAQ OMX Baltic operations comprise the exchanges in Tallinn (Estonia), Riga (Latvia) and Vilnius (Lithuania). As of December 31, 2012, NASDAQ OMX owns NASDAQ OMX Tallinn and has majority ownerships in NASDAQ OMX Riga and NASDAQ OMX Vilnius. In addition, NASDAQ OMX Tallinn owns the central securities depository in Estonia, NASDAQ OMX Riga owns the central securities depository in Latvia, and NASDAQ OMX Helsinki and NASDAQ OMX Vilnius jointly own the central securities depository in Lithuania.

The exchanges that comprise NASDAQ OMX Baltic offer their members trading, clearing, payment and custody services. Issuers, primarily large local companies, are offered listing and a distribution network for their securities. The securities traded are mainly cash equities, bonds and treasury bills. Clearing, payment and custody services are offered through the central securities depositories in Estonia, Latvia and Lithuania. In addition, in Estonia and Latvia, NASDAQ OMX offers registry maintenance of fund units included in obligatory pension funds, and in Estonia, NASDAQ OMX offers the maintenance of shareholder registers for listed companies. The Baltic central securities depositories offer a complete range of cross-border settlement services.

Proposed Acquisition

In December 2012, we announced an agreement to acquire a 25% stake in TOM, a Dutch cash equities and equity derivatives trading venue. The terms of the transaction also provide us an option to acquire an additional 25.1% of the remaining shares at a future date. This transaction delivers on our strategy to expand our derivatives presence across the European market and will be part of our European Transaction Services business. The acquisition is subject to regulatory approval.

Commodities Trading and Clearing

NASDAQ OMX Commodities offers trading and clearing of international power derivatives, carbon and other commodities products. NASDAQ OMX Commodities’ offering includes the world’s largest power derivatives exchange and one of Europe’s largest carbon exchanges.

NASDAQ OMX Commodities has over 400 members across a wide range of energy producers and consumers, as well as financial institutions. NASDAQ OMX Commodities’ offering is designed for banks, brokers, hedge funds and other financial institutions, as well as power utilities, industrial, manufacturing and oil companies. NASDAQ OMX Commodities offers clearing services for energy derivative and carbon product contracts by serving as the CCP. In doing so, we guarantee the completion of the transaction, and market participants can thereby limit their counterparty risk. We also act as the counterparty for certain trades on OTC derivative contracts.

In addition, NASDAQ OMX Commodities, together with Nord Pool Spot, operates N2EX, a marketplace for physical U.K. power contracts.

In July 2012, we acquired NOS Clearing, a leading Norway-based clearinghouse primarily for OTC traded derivatives for the freight market and seafood derivatives market.

Access Services

We provide market participants with several alternatives for accessing our markets for a fee. We provide co-location services to market participants whereby firms may lease space for equipment within our data center. These participants are charged monthly fees for cabinet space, connectivity and support. We also earn revenues from annual and monthly exchange membership and registration fees.

Access Services revenues also include revenues from FTEN, a leading provider of RTRM solutions for the financial securities market. As a market leader in RTRM, FTEN provides broker-dealers and their clients the ability to manage risk more effectively in real-time, which leads to better utilization of capital as well as improved regulatory compliance. Revenues for FTEN services are primarily based on subscription agreements with customers. In 2012, we announced the launch of FinQloud, a platform for financial services applications that provides efficient management and storage of financial data.

Market Data

Market Data revenues are earned from U.S. tape plans and U.S. and European proprietary market data products.

Net U.S. Tape Plans

The NASDAQ Stock Market operates as the exclusive Securities Information Processor of the UTP Plan for the collection and dissemination of best bid and offer information and last transaction information from markets that quote and trade in NASDAQ-listed securities. The NASDAQ Stock Market, NASDAQ OMX BX and NASDAQ OMX PSX are participants in the UTP Plan and share in the net distribution of revenue according to the plan on the same terms as the other plan participants. In the role as the Securities Information Processor, The NASDAQ Stock Market collects and disseminates quotation and last sale information for all transactions in NASDAQ-listed securities whether traded on The NASDAQ Stock Market or other exchanges. We sell this information to market participants and to data distributors, who then provide the information to subscribers. After deducting costs associated with our role as an exclusive Securities Information Processor, as permitted under the revenue sharing provision of the UTP Plan, we distribute the tape revenues to the respective UTP Plan participants, including The NASDAQ Stock Market, NASDAQ OMX BX and NASDAQ OMX PSX, based on a formula required by Regulation NMS that takes into account both trading and quoting activity. In addition, all quotes and trades in NYSE—and NYSE MKT-listed securities are reported and disseminated in real time, and as such, we share in the tape revenues for information on NYSE—and NYSE MKT-listed securities.

U.S. Market Data Products

Our market data products enhance transparency and provide critical information to professional and non-professional investors. We collect, process and create information and earn revenues as a distributor of our own, as well as select third-party content. We provide varying levels of quote and trade information to market participants and to data distributors, who in turn provide subscriptions for this information. Our systems enable distributors to gain direct access to our market depth, index values, mutual fund valuation, order imbalances, market sentiment and other analytical data. We earn revenues primarily based on the number of data subscribers and distributors of our data.

European Market Data Products

The exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic, as well as NASDAQ OMX Commodities, offer European market data products and services. These data products and services provide critical market transparency to professional and non-professional investors who participate in European marketplaces and, at the same time, give investors greater insight into these markets.

European market data products and services are based on the trading information from the exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic, as well as NASDAQ OMX Commodities, for four classes of assets: cash equities, bonds, derivatives and commodities. We provide varying levels of quote and trade information to market participants and to data distributors, who in turn provide subscriptions for this information. We earn revenues primarily based on the number of data subscribers and distributors of our data.

Broker Services

Our Broker Services operations offer technology and customized securities administration solutions to financial participants in the Nordic market. Broker Services provides services through a registered securities company that is regulated by the SFSA. Services primarily consist of flexible back-office systems, which allow customers to entirely or partly outsource their company’s back-office functions.

We offer customer and account registration, business registration, clearing and settlement, corporate action handling for reconciliations and reporting to authorities. Available services also include direct settlement with the Nordic central securities depositories, real-time updating and communication via SWIFT to deposit banks. Revenues are based on a fixed basic fee for back-office brokerage services, such as administration or licensing, maintenance and operations, and a variable portion that depends on the number of transactions completed.

Issuer Services

Our Issuer Services segment includes our Global Listing Services and Global Index Group businesses. We offer capital raising solutions to over 3,300 companies around the globe representing approximately $6.2 trillion in total market value as of December 31, 2012.

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 exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic. We offer a consolidated global listing application to companies to enable them to apply for listing on The NASDAQ Stock Market and the exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic, as well as NASDAQ Dubai. In addition, through our Corporate Solutions business, we offer companies access to innovative products and software solutions and services that ease transparency, mitigate risk, maximize board efficiency and facilitate better corporate governance.

Global Listing Services

Our Global Listing Services business includes our U.S. Listings, European Listings and Corporate Solutions businesses.

U.S. Listings

Companies listed on The NASDAQ Stock Market represent a diverse array of industries including health care, consumer products, telecommunication services, information technology, financial services, industrials and energy. There are three types of fees applicable to companies that list on The NASDAQ Stock Market: an annual renewal fee, a listing of additional shares fees and an initial listing fee. Annual renewal fees for securities listed on The NASDAQ Stock Market are based on total shares outstanding. The fee for listing of additional shares is also based on the total shares outstanding, which we review quarterly, and the initial listing fee for securities listed on The NASDAQ Stock Market includes a listing application fee and a total shares outstanding fee.

European Listings

We also offer listings on the exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic. For smaller companies and growth companies, we offer access to the financial markets through the NASDAQ OMX First North alternative marketplaces. Revenues are generated through annual fees paid by companies listed on these exchanges, which are measured in terms of the listed company’s market capitalization on a trailing 12-month basis. Our European listing customers are organizations such as companies, funds or governments. Customers issue securities in the forms of cash equities, depository receipts, warrants, ETFs, convertibles, rights, options, bonds and fixed-income related products.

Corporate Solutions

Our Corporate Solutions business provides customer support services, products and programs to customers, including companies listed on our exchanges. Through our Corporate Solutions offerings, companies gain access to innovative products and software solutions and services that ease transparency, mitigate risk, maximize board efficiency and facilitate better corporate governance.

In May 2012, we acquired a 72% ownership interest in BWise. BWise revenues are included in Corporate Solutions revenues from the date of acquisition. BWise, a Netherlands-based service provider, offers enterprise governance, risk management and compliance software and services to help companies track, measure and manage key organizational risks. We have agreed to purchase the remaining 28% ownership interest in BWise in two separate transactions resulting in 100% ownership in the first half of 2015.

In addition, Corporate Solutions includes revenues from Glide Technologies, which we acquired in October 2011. Glide Technologies specializes in corporate communications and reputation management solutions. This acquisition allows us to offer a fully-integrated workflow solution for investor relations and public relations professionals.

In December 2012, we entered into an agreement with Thomson Reuters to acquire its Investor Relations, Public Relations and Multimedia Solutions businesses. Upon closing, these complementary businesses will be integrated into our Corporate Solutions business. The proposed transaction is subject to customary regulatory approvals and is expected to close in the first half of 2013.

Global Index Group

We are one of the world’s leading index providers. We develop and license NASDAQ OMX branded indexes, associated derivatives and financial products as part of our Global Index Group business. We believe that these indexes and products leverage, extend and enhance the NASDAQ OMX brand. License fees for our trademark licenses vary by product based on a percentage of underlying assets, dollar value of a product issuance, number of products or number of contracts traded. In addition to generating licensing revenues, these products, particularly mutual funds and ETFs, lead to increased investments in companies listed on our global exchanges, which enhances our ability to attract new listings. We also license cash-settled options, futures and options on futures on our indexes.

In December 2012, NASDAQ OMX Global Index Group acquired the index business of Mergent, Inc., including Indxis. Mergent is an established index provider and a renowned supplier of business and financial data on global publically listed companies. With this acquisition, NASDAQ OMX Global Indexes became one of the largest providers of dividend-themed indexes based on benchmarked assets and further enhanced its custom index offering capabilities and services.

Market Technology

Powering more than 70 marketplaces in over 50 developed and emerging countries, our Market Technology segment is the world’s leading technology solutions provider and partner to exchanges, clearing organizations and central securities depositories. We also provide surveillance technology to 11 regulators and 71 brokers world-wide. Our technology business is also the sales channel for our complete global offering to other marketplaces.

Market Technology provides technology solutions for trading, clearing, settlement, surveillance and information dissemination for markets with wide-ranging requirements, from the leading markets in the U.S., Europe and Asia to smaller African markets. Furthermore, the solutions we offer can handle all classes of assets, including cash equities, currencies, various interest-bearing securities, commodities, energy products and derivatives. Revenues are primarily derived from license, support and facility management revenues, delivery project revenues, as well as change request, advisory and broker surveillance revenues.

License and support revenues are derived from the system solutions developed and sold by NASDAQ OMX. After we have developed and sold a system solution, the customer licenses the right to use the software and may require post contract support and other services. Facility management revenues are derived when NASDAQ OMX assumes responsibility for the continuous operation of a system platform for a customer.

Change request revenues include customer specific adaptations and modifications of the system solution sold by NASDAQ OMX after delivery has occurred. Advisory services are designed to support our customers’ strategies and help them with critical decisions in a highly demanding business environment. Broker surveillance revenues are derived from surveillance solutions targeting brokers and regulators throughout the world.

For further discussion of our segments, see Note 19, “Business Segments.” For further discussion of our revenue recognition policies, see “Revenue Recognition and Cost of Revenues,” of Note 2, “Summary of Significant Accounting Policies.”

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2012

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements are prepared in accordance with U.S. GAAP. The financial statements include the accounts of NASDAQ OMX, its wholly-owned subsidiaries and other entities in which NASDAQ OMX has a controlling financial interest. All significant intercompany accounts and transactions have been eliminated in consolidation. When we do not have a controlling interest in an entity but exercise significant influence over the entity’s operating and financial policies, such investment is accounted for under the equity method of accounting. We recognize our share of earnings or losses of an equity method investee based on our ownership percentage. As permitted under U.S. GAAP, for certain equity method investments for which financial information is not sufficiently timely for us to apply the equity method of accounting currently, we record our share of the earnings or losses of the investee from the most recent available financial statements on a lag. See Note 6, “Investments,” for further discussion of our equity method investments.

We have evaluated subsequent events through the issuance date of this Annual Report on Form 10-K. See Note 20, “Subsequent Event,” for further discussion.

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 Translation

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.

Deferred taxes are not provided on cumulative translation adjustments where we expect earnings of a foreign subsidiary to be indefinitely reinvested. The income tax effect of currency translation adjustments related to foreign subsidiaries that are not considered indefinitely reinvested is recorded as a component of deferred taxes with an offset to accumulated other comprehensive loss within stockholders’ equity in the Consolidated Balance Sheets.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks and all non-restricted highly liquid investments with original maturities of three months or less at the time of purchase. Such equivalent investments included in cash and cash equivalents in the Consolidated Balance Sheets were $339 million as of December 31, 2012 and $361 million as of December 31, 2011. 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, which was $85 million as of December 31, 2012 and $34 million as of December 31, 2011, is not available for general use by us due to regulatory and other requirements and is classified as restricted cash in the Consolidated Balance Sheets. Non-current restricted cash was $25 million as of December 31, 2012 and $97 million as of December 31, 2011. As of December 31, 2012, non-current restricted cash includes $25 million held by NOCC to improve its liquidity position. As of December 31, 2011, non-current restricted cash included our $25 million held by NOCC to improve its liquidity position and a deposit in the guaranty fund of IDCG of $72 million. IDCG was sold in August 2012. See “2012 Divestiture,” of Note 4, “Acquisitions and Divestitures,” for further discussion.

Financial Investments

Financial investments, at fair value are primarily comprised of trading securities, mainly Swedish government debt securities, and our available-for-sale investment security in DFM. Trading securities are bought principally to meet regulatory capital requirements for NASDAQ OMX Stockholm’s clearing operations and are generally sold in the near term. Changes in fair value of trading securities are included in dividend and investment income in the Consolidated Statements of Income. Equity securities that are classified as available-for-sale investment securities are carried at fair value with unrealized gains and losses, net of tax, reported in accumulated other comprehensive loss within stockholders’ equity. 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. Indicators of other-than-temporary impairment for debt securities include issuer downgrade, default, or bankruptcy. For equity 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. In addition, for equity securities we also consider the performance of the investee’s stock price in relation to industry indexes and review the investee’s credit profile.

Fair value of both available-for-sale and trading 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 Note 15, “Fair Value of Financial Instruments,” for further discussion of fair value measures.

Receivables, net

Our receivables are concentrated with our member firms, market data distributors, listed companies 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 amount charged against operating results is based on several factors including, but not limited to, a continuous assessment of the collectability of each account, 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. 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 $5 million as of December 31, 2012 and $3 million as of December 31, 2011.

Default Funds and Margin Deposits

NASDAQ OMX Nordic Clearing members’ eligible contributions may include cash and non-cash contributions. 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 OMX Nordic Clearing. Non-cash contributions are pledged assets that are not recorded in the Consolidated Balance Sheets as NASDAQ OMX Nordic Clearing does not take legal ownership of these assets and the risks and rewards remain with the clearing members.

Prior to March 2012, NASDAQ OMX Nordic Clearing did not maintain a default fund to which clearing members contributed capital.

For NOCC, customer pledged cash collateral is also included in default funds and margin deposits as both a current asset and current liability in the Consolidated Balance Sheets, as the risks and rewards of collateral ownership, including interest income, belongs to NOCC.

Open Clearing Contracts

Derivative Positions, at Fair Value and Resale and Repurchase Agreements, at Contract Value

The implementation of member sponsored default funds discussed in Note 16, “Clearing Operations,” significantly changed the nature and extent of the risk of loss to NASDAQ OMX Nordic Clearing in the event of a member default. Since the full risk of loss to NASDAQ OMX Nordic Clearing will now be shared amongst clearing members, we no longer record derivative positions or resale and repurchase agreements in the Consolidated Balance Sheets.

Prior to the implementation of member sponsored default funds, NASDAQ OMX Nordic Clearing placed its own funds at risk and was the primary obligor that would bear the ultimate risk of counterparty default. As a result, the fair value of derivative contracts and the contract value of resale and repurchase agreements were reported gross in the Consolidated Balance Sheets as a receivable pertaining to the purchasing party and a payable pertaining to the selling party. Such receivables and payables attributable to outstanding derivative positions and resale and repurchase agreements were netted to the extent that such a legal offset right existed and, at the same time, that it was our intention to settle these items.

Derivative Financial Instruments and Hedging Activities

We may hold derivative financial instruments that are designated and qualified for hedge accounting. Derivative financial instruments, which are designated or qualify for hedge accounting, are recognized in the balance sheets at fair value as either assets or liabilities. The fair value of our derivative financial instruments is determined using either market quotes or valuation models that are based upon the net present value of estimated future cash flows and incorporate current market data inputs. We report our derivative assets in either other current assets or other non-current assets and our derivative liabilities in either other current liabilities or other non-current liabilities in the Consolidated Balance Sheets depending on the terms of the contract. Any ineffectiveness is recorded in earnings. The accounting for the change in the fair value of a derivative financial instrument depends on its intended use and the resulting hedge designation, if any. As of December 31, 2012, 2011 and 2010, there were no derivative financial instruments that were designated or qualified for hedge accounting. As of December 31, 2009, our derivative financial instruments which were designated and qualified for hedge accounting were cash flow hedges of our floating rate debt. As such, the accounting for the change in fair value of the derivative was included in accumulated other comprehensive loss in the Consolidated Balance Sheets. In the first quarter of 2010, in connection with the repayment of our senior secured credit facilities in place as of December 31, 2009, we terminated our interest rate swaps and reclassified into earnings the unrealized loss of $9 million which was included in accumulated other comprehensive loss in the Consolidated Balance Sheets at December 31, 2009. This loss is included in general, administrative and other expense in the Consolidated Statements of Income for the year ended December 31, 2010. There was no material ineffectiveness recorded in earnings for each of the three years ended December 31, 2012.

Derivative Financial Instruments that Qualify for Hedge Accounting

Derivative financial instruments that are entered into for hedging purposes are designated as such when we enter into the contract. For all derivative financial instruments that are designated for hedging activities, we formally document all of the hedging relationships between the hedge instruments and the hedged items at the inception of the relationships. We also formally document our risk management objectives and strategies for entering into the hedge transactions. We formally assess, at inception and on a quarterly basis, whether derivatives designated as hedges are highly effective in offsetting the fair value or cash flows of hedged items. If it is determined that a derivative is no longer highly effective as a hedge, we will discontinue the application of hedge accounting. We did not enter into any derivative hedges that were designated for hedge accounting during the years ended December 31, 2012, 2011 and 2010.

Non-Designated Derivatives

We also use derivatives as economic hedges that are not designed as accounting hedges or do not qualify for hedge accounting treatment. For such derivative financial instruments, changes in fair value are reported in current period earnings.

We use foreign exchange forward contracts to manage foreign currency exposure of intercompany loans. 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 impact recognized on the intercompany loans.

As of December 31, 2012 and 2011, the fair value amounts of our derivative instruments were immaterial.

Property and Equipment, net

Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are generally recognized over the estimated useful lives of the related assets. Estimated useful lives generally range from 10 to 40 years for buildings and improvements, 2 to 5 years for data processing equipment and software and 5 to 10 years for furniture and equipment. Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining term of the related lease. Depreciation and amortization are computed using the straight-line method. See Note 7, “Property and Equipment, net,” for further discussion.

Goodwill

Goodwill represents the excess of purchase price over the value assigned to the net tangible and identifiable intangible assets of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We are required to 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. We test for impairment during the fourth quarter of our fiscal year using carrying amounts as of October 1. In conducting the 2012 annual impairment test for goodwill, we first performed a qualitative assessment to determine whether it was more likely than not that the fair value of a reporting unit was less than the carrying amount as a basis for determining whether it was necessary to perform the two-step quantitative goodwill impairment test described in ASC Topic 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. If, after assessing the totality of events or circumstances, we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the two-step quantitative test for goodwill impairment is performed for the appropriate reporting units. Otherwise, we conclude that no impairment is indicated and the two-step quantitative test for goodwill impairment is not performed.

In conducting the initial qualitative assessment, we analyze actual and projected growth trends for each reporting unit, as well as historical performance versus plan and the results of prior quantitative tests performed. Additionally, each reporting unit assesses critical areas that may impact their business, including macroeconomic conditions and the related impact, market related exposures, competitive changes, new or discontinued products, changes in key personnel, or any other potential risks to their projected financial results.

If required, the quantitative goodwill impairment test is a two-step process performed at the reporting unit level. First, the fair value of each reporting unit is compared to its corresponding carrying amount, including goodwill. The fair value of each reporting unit is estimated using a combination of a discounted cash flow valuation, which incorporates assumptions regarding future growth rates, terminal values, and discount rates, as well as a guideline public company valuation, incorporating relevant trading multiples of comparable companies and other factors. The estimates and assumptions used consider historical performance and are consistent with the assumptions used in determining future profit plans for each reporting unit, which are approved by our board of directors. If the first step results in the carrying amount exceeding the fair value of the reporting unit, then a second step must be completed in order to determine the amount of goodwill impairment that should be recorded, if any. In the second step, the implied fair value of the reporting unit’s goodwill is determined by allocating the reporting unit’s fair value to all of its assets and liabilities other than goodwill in a manner similar to a purchase price allocation. The implied fair value of the goodwill that results from the application of this second step is then compared to the carrying amount of the goodwill and an impairment charge is recorded for any difference.

There was no impairment of goodwill for the years ended December 31, 2012, 2011 and 2010. However, events such as economic weakness or unexpected significant declines in operating results of reporting units may result in goodwill impairment charges in the future.

Intangible Assets, net

Intangible assets, net, primarily include exchange and clearing registrations, customer relationships, trade names, licenses and technology. Intangible assets with finite lives are amortized on a straight-line basis over their average estimated useful lives as follows:

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Technology: 3—5 years

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Customer relationships: 10—30 years

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Other: 2—10 years

Intangible assets deemed to have indefinite useful lives are not amortized but instead are tested for impairment at least annually and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than its carrying amount. The fair value of indefinite-lived intangible assets is primarily determined on the basis of estimated discounted value, using the relief from royalty approach for trade names and the Greenfield Approach for exchange and clearing registrations and licenses, both of which incorporate assumptions regarding future revenue projections and discount rates. Similar to goodwill impairment testing, we test for impairment of indefinite-lived intangible assets during the fourth quarter of our fiscal year using carrying amounts as of October 1. In conducting the 2012 annual impairment test for indefinite-lived intangible assets, we first performed a qualitative assessment to determine whether it was more likely than not that the fair value of an indefinite-lived intangible asset was less than the carrying amount as a basis for determining whether it was necessary to perform the quantitative impairment test described in ASC Topic 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. 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 the quantitative test for indefinite-lived intangible assets impairment is performed for the appropriate intangible assets. If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, an impairment charge is recorded for the difference. For finite-lived intangible assets subject to amortization, impairment is considered upon certain “triggering events” and is recognized if the carrying amount is not recoverable and exceeds the fair value of the intangible asset.

Valuation of Other Long-Lived Assets

We also assess potential impairments to our other long-lived assets, including property and equipment, 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 a long-lived 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. Any required impairment loss is measured as the amount by which the carrying amount of a long-lived 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.

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 and 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 the financial statements as an impairment.

Cost Method Investments

In general, the cost method of accounting is used when we own less than 20% of the outstanding voting stock of a company which does not have a readily determinable fair value and when we are not able to exercise significant influence over the operating and financial policies of a company. Under the cost method of accounting, investments are carried at cost and are adjusted only for other-than-temporary declines in fair value, certain distributions, and additional investments.

Revenue Recognition and Cost of Revenues

Market Services Revenues

Transaction Services

U.S. Cash Equity Trading

U.S. cash equity trading revenues are variable, based on individual customer share volumes, and recognized as transactions occur. We charge transaction fees for executing cash equity trades in NASDAQ-listed and other listed securities on The NASDAQ Stock Market, NASDAQ OMX BX, and NASDAQ OMX PSX, as well as on orders that are routed to other market venues for execution.

In the U.S., we record execution revenues from transactions on a gross basis in revenues and record related expenses as cost of revenues.

Under our Limitation of Liability Rule and procedures, we, subject to certain caps, provide compensation for losses directly resulting from the 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.

For The NASDAQ Stock Market and NASDAQ OMX PSX, we credit a portion of the per share execution charge to the market participant that provides the liquidity and for NASDAQ OMX 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 cost of revenues 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.

Also, 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 cash equity trading fees. We collect the fees as a pass-through charge from organizations executing eligible trades on NASDAQ’s, NASDAQ OMX BX’s and NASDAQ OMX PSX’s platforms, and we recognize these amounts in cost of revenues 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 in revenues is equal to the amount recorded in cost of revenues, there is no impact on our revenues less transaction rebates, brokerage, clearance and exchange fees. As we hold the cash received until payment to the SEC, we earn interest income on the related cash balances.

European Cash Equity Trading

We charge transaction fees for executing trades on the exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic. These transaction fees are charged per executed order and as per value traded.

The exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic do not have cost of revenues, such as transaction rebates and brokerage, clearance and exchange fees.

U.S. Derivative Trading and Clearing

U.S. derivative trading and clearing revenues are variable, based on traded and cleared volumes, and recognized when executed or when contracts are cleared. The principal types of derivative contracts traded on NASDAQ OMX PHLX, The NASDAQ Options Market and NASDAQ OMX BX Options are equity options, ETF options, index options and currency options. We also operate NFX, which offers trading of futures contracts on spot gold. Similar to U.S. cash equity trading, we record derivative trading and clearing revenues from transactions on a gross basis in revenues and record related expenses as cost of revenues, as we have certain risk associated with trade execution. For further discussion see “U.S. Cash Equity Trading” above.

As discussed under U.S. cash equity trading, for U.S. derivative trading and clearing, we also credit a portion of the per share execution charge to the market participant that provides the liquidity and record the transaction rebate as U.S. derivative trading and clearing cost of revenues 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.

Also, 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 derivative trading and clearing fees. We collect the fees as a pass-through charge from organizations executing eligible trades on NASDAQ OMX PHLX, The NASDAQ Options Market and NASDAQ OMX BX Options and we recognize these amounts in U.S. derivative trading and clearing cost of revenues when incurred.

Through NOCC, we engage in riskless principal trading and clearing of OTC power and gas contracts. Revenues are based on notional amounts or volume of power and gas transacted and/or delivered and are recognized upon settlement of the contracts.

As discussed above, in the U.S., under our Limitation of Liability Rule and procedures, we, subject to certain caps, provide compensation for losses directly resulting from the systems’ actual failure to correctly process an order, quote, message or other data into our platform.

European Derivative Trading and Clearing

European derivative trading and clearing revenues are variable, based on the volume and value of traded and cleared contracts, and recognized when executed or when contracts are cleared. Derivative trading and clearing is conducted on NASDAQ OMX Stockholm. The principal types of derivative contracts traded are stock options and futures, index options and futures, fixed-income options and futures and stock loans. On NASDAQ OMX Stockholm, we offer clearing services for fixed-income options and futures, stock options and futures and index options and futures by serving as the CCP. In doing so, we guarantee the completion of the transaction and market participants can thereby limit their counterparty risk. We also act as the counterparty for certain OTC contracts.

On NASDAQ OMX Stockholm, we also offer clearing services for resale and repurchase agreements. Clearing revenues for resale and repurchase agreements are based on the value and length of the contract and are recognized when cleared.

European derivative trading and clearing revenues also include clearing revenues for commodities. NASDAQ OMX Commodities offers trading and clearing of international power derivatives, carbon and other commodity products. Our trading and clearing revenues are variable, based on cleared volume, and the value of the contracts cleared. Revenues are recognized when contracts are traded or cleared. We also generate clearing revenues for contracts traded on the OTC derivative market which are also recognized when contracts are cleared. In addition, NASDAQ OMX Commodities members are billed an annual fee which is recognized ratably over the following 12-month period.

In addition, European derivative trading and clearing revenues include revenues from NOS Clearing, which we acquired in July 2012. NOS Clearing is a leading Norway-based clearinghouse primarily for OTC traded derivatives for the freight market and seafood derivatives market.

NASDAQ OMX Commodities and the exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic do not have any revenue sharing agreements or cost of revenues, such as transaction rebates and brokerage, clearance and exchange fees.

Access Services

We generate revenues by providing market participants with several alternatives for accessing our markets for a fee. The type of connectivity is determined by the level of functionality a customer needs. As a result, Access Services revenues vary depending on the type of connection provided to customers. We provide co-location services to market participants whereby firms may lease space for equipment within our data center. These participants are charged monthly fees for cabinet space, connectivity and support. We also earn revenues from annual and monthly exchange membership and registration fees. Revenues for providing access to our markets, co-location services and revenues for 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.

Access Services revenues also include revenues from FTEN, which we acquired in December 2010. FTEN is a leading provider of RTRM solutions for the financial securities market. As a market leader in RTRM, FTEN provides broker-dealers and their clients the ability to manage risk more effectively in real-time, which leads to better utilization of capital as well as improved regulatory compliance. Revenues for FTEN services are primarily based on subscription agreements with customers and are recognized when an arrangement exists, services are delivered to the customer, the selling price of the services to be provided under the arrangement is fixed or determinable, and collectability is reasonably assured. Most contracts include professional services, implementation fees, monthly subscription fees from customers accessing on-demand services, and customer support. Implementation fees are recognized upon completion of the implementation. Monthly professional services, subscription, and usage fees are recognized in the month the service is provided.

Market Data

Market Data revenues are earned from U.S. tape plans and U.S. and European proprietary market data products.

Net U.S. Tape Plans

Revenues from U.S. tape plans include eligible UTP Plan revenues that are shared among UTP Plan participants and are presented on a net basis. See “Market Data Revenue Sharing” below for further discussion of net reporting. Under the revenue sharing provision of the UTP Plan, we are permitted to deduct costs associated with acting as the exclusive Securities Information Processor from the total amount of tape revenues collected. After these costs are deducted from the tape revenues, we distribute to the respective UTP Plan participants, including The NASDAQ Stock Market, NASDAQ OMX BX and NASDAQ OMX PSX, their share of tape revenues based on a formula, required by Regulation NMS, that takes into account both trading and quoting activity. In addition, all quotes and trades in NYSE—and NYSE MKT-listed securities are reported and disseminated in real time, and as such, we share in the tape revenues for information on NYSE—and NYSE MKT-listed securities. Revenues from net U.S. tape plans are recognized on a monthly basis.

U.S. Market Data Products

We collect and process information and earn revenues as a distributor of our own market data as well as select third-party content. We provide varying levels of quote and trade information to market participants and to data distributors, who in turn sell subscriptions for this information to the public. We earn revenues primarily based on the number of data subscribers and distributors of our data. U.S. Market Data revenues are recognized on a monthly basis. These revenues, which are subscription based, are recorded net of amounts due under revenue sharing arrangements with market participants.

European Market Data Products

European Market Data revenues are based on the trading information from the exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic, as well as NASDAQ OMX Commodities, for the following classes of securities: cash equities, bonds, derivatives and commodities. We provide varying levels of quote and trade information to market participants and to data distributors, who in turn provide subscriptions for this information. Revenues from European market data are subscription-based, are generated primarily based on the number of data subscribers and distributors of our data and are recognized on a monthly basis.

Market Data Revenue Sharing

The most significant component of Market Data revenues presented on a net basis is the UTP Plan revenue sharing in the U.S. All indicators of gross vs. net reporting under U.S. GAAP have been considered in analyzing the appropriate presentation of UTP Plan revenue sharing. However, the following are the primary indicators of net reporting:

•

Primary Obligor: We are the Securities Information Processor for the UTP Plan, in addition to being a participant in the UTP Plan. In our unique role as Securities Information Processor, we facilitate the collection and dissemination of revenues on behalf of the UTP 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.

•

Risk of Loss/Credit Risk: Risk of loss on the revenue is shared equally among plan participants according to the UTP Plan.

•

Price Latitude: The operating committee of the UTP Plan, which is comprised of representatives from each of the participants, including us solely in our capacity as a UTP 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 UTP Plan, subject to SEC approval.

The exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic do not have any market data revenue sharing agreements or cost of revenues, such as transaction rebates and brokerage, clearance and exchange fees.

Broker Services

Our Broker Services operations offer technology and customized securities administration solutions to financial participants in the Nordic market. The primary services consist of flexible back-office systems which allow customers to entirely or partly outsource their company’s back-office functions. Revenues from broker services are based on a fixed basic fee for administration or licensing, maintenance and operations, and a variable portion that depends on the number of transactions completed. Broker Services revenues are recognized on a continuous basis as services are rendered.

Issuer Services Revenues

Global Listing Services

U.S. Listing Services

Listing Services revenues in the U.S. include annual renewal fees, listing of additional shares fees and initial listing fees. Annual renewal fees do not require any judgments or assumptions by management as these amounts are recognized ratably over the following 12-month period. Listing of additional shares fees and initial listing fees are recognized on a straight-line basis over estimated service periods, which are four and six years, respectively, based on our historical listing experience and projected future listing duration.

European Listing Services

European listing fees, which are comprised of revenues derived from annual fees received from listed companies on our Nordic and Baltic exchanges and NASDAQ OMX First North, are directly related to the listed companies’ market capitalization on a trailing 12-month basis. These revenues are recognized ratably over the following 12-month period.

Corporate Solutions

Global Listing Services revenues also include fees from Corporate Solutions. Revenues primarily include subscription income from Shareholder.com, Directors Desk and Glide Technologies, fees from GlobeNewswire and ZVM, and license, maintenance and professional service fees from BWise.

Fee income for services is recognized as those services are provided. Shareholder.com revenues are based on subscription agreements with customers. Revenues from subscription agreements are recognized ratably over the contract period, generally one year in length. As part of subscription services, customers also are charged usage fees based upon actual usage of the services provided. Revenues from usage fees and other services are recognized when earned. Directors Desk revenues are based on subscriptions for online services for directors. Subscriptions are one year in length and revenues are recognized ratably over the year. Glide Technologies revenues are primarily based on subscription agreements with customers and are recognized ratably over the contract period, generally one year in length. GlobeNewswire generates fees primarily from wire distribution services, and revenues are recognized as services are provided. ZVM generates revenues from webcasting services and revenues are recognized as services are provided. BWise revenues are primarily based on license, maintenance and service agreements with customers. License and maintenance agreements are generally one year in length and revenues are recognized over the contract period. Professional service revenues are recognized as the services are performed.

Global Index Group

We develop and license NASDAQ OMX branded indexes, associated derivatives and financial products as part of our Global Index Group business. Revenues primarily include license fees from these branded indexes, associated derivatives and financial products in the U.S. and abroad. We also generate revenues by licensing and listing third-party structured products and third-party sponsored ETFs. We primarily have two types of license agreements: transaction-based licenses and asset-based licenses. Transaction-based licenses are generally renewable long-term 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. Asset-based licenses are also generally long-term agreements. Customers are charged based on a percentage of assets under management for licensed products, per the agreement, on a monthly or quarterly basis. These revenues are recorded on a monthly or quarterly basis over the term of the license agreement.

Market Technology Revenues

Market Technology provides technology solutions for trading, clearing, settlement and information dissemination, and also offers facility management integration, surveillance solutions and advisory services. Revenues are derived primarily from license, support and facility management revenues, delivery project revenues, as well as change request, advisory and broker surveillance revenues.

We enter into multiple-element sales arrangements to provide technology solutions and services to our customers. In order to recognize revenues associated with each individual element of a multiple-element sales arrangement separately, we are required to establish the existence of VSOE of fair value for each element. When VSOE for individual elements of an arrangement cannot be established, revenue is generally deferred and recognized over either the final element of the arrangement or the entire term of the arrangement for which the services will be delivered.

License and support revenues are derived from the system solutions developed and sold by NASDAQ OMX and are generally entered into in multiple-element sales arrangements. After we have developed and sold a system solution, the customer licenses the right to use the software and may require post contract support and other services. Facility management revenues are also generally entered into in multiple-element sales arrangements and are derived when NASDAQ OMX assumes responsibility for the continuous operation of a system platform for a customer and receives facility management revenues which can be both fixed and volume-based. Revenues for license, support and facility management services are generally deferred and recognized over either the final element of the arrangement or the entire term of the arrangement for which the services will be delivered. We record the deferral of revenue associated with multiple-element sales arrangements in deferred revenue and non-current deferred revenue and the deferral of costs in other current assets and other non-current assets in the Consolidated Balance Sheets.

Delivery project revenues are derived from the installation phase of the system solutions developed and sold by NASDAQ OMX. The majority of our delivery projects involve individual adaptations to the specific requirements of the customer, such as those relating to functionality and capacity. We may customize our software technology and make significant modifications to the software to meet the needs of our customers, and as such, we account for these arrangements under contract accounting. Under contract accounting, when VSOE for valuing certain elements of an arrangement cannot be established, total revenues, as well as costs incurred, are deferred until the customization and significant modifications are complete and are then recognized over the post contract support period. We record the deferral of this revenue in deferred revenue and non-current deferred revenue and the deferral of costs in other current assets and other non-current assets in the Consolidated Balance Sheets.

Change request revenues include customer specific adaptations and modifications of the system solutions sold by NASDAQ OMX after delivery has occurred. Change request revenues are recognized in revenue when earned. Advisory services are designed to support our customers’ strategies and help them with critical decisions in a highly demanding business environment. Advisory services revenues are recognized in revenue when earned. Broker surveillance revenues are derived from surveillance solutions targeting brokers and regulators throughout the world. Broker surveillance revenues are subscription based and are recognized in revenue when earned.

Earnings Per Share

We present both basic and diluted EPS. Basic EPS is computed by dividing net income attributable to NASDAQ OMX, adjusted for accretion on our series A convertible preferred stock in 2010, by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income attributable to NASDAQ OMX, adjusted for accretion on our series A convertible preferred stock in 2010, by the weighted-average number of common shares and common share equivalents outstanding during the period and reflects the assumed conversion of all dilutive securities, which consist primarily of convertible notes, employee stock options, restricted stock and PSUs. Common share equivalents are excluded from the computation in periods for which they have an anti-dilutive effect. Stock options for which the exercise price exceeds the average market price over the period are anti-dilutive and, accordingly, are excluded from the calculation. See Note 14, “Earnings Per Share,” for further discussion.

Treasury Stock

We account for the purchase of treasury stock under the cost method with the shares of stock repurchased reflected as a reduction to NASDAQ OMX stockholders’ equity and included in common stock in treasury, at cost in the Consolidated Balance Sheets. When treasury shares are reissued, they are recorded at the average cost of the treasury shares acquired.

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, 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, “Employee Benefits,” 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

Accounting for share-based compensation requires the measurement and recognition of compensation expense for all equity awards based on estimated fair values. We recognize compensation expense for equity awards on a straight-line basis over the requisite service period of the award. See Note 12, “Share-Based Compensation,” for further discussion.

Advertising Costs

We expense advertising costs, which include media advertising and production costs, in the periods in which the costs are incurred. Media advertising and production costs included as marketing and advertising expense in the Consolidated Statements of Income totaled $6 million in 2012, $7 million in 2011 and $9 million for 2010.

Software Costs

Significant purchased application software and operational software that are an integral part of computer hardware are capitalized and amortized on a straight-line basis over their estimated useful lives, generally two to five years. All other purchased software is charged to expense as incurred. We develop systems solutions for both internal and external use.

Certain costs incurred in connection with developing or obtaining internal use software are capitalized. Unamortized capitalized software development costs are included in data processing equipment and software, within property and equipment, net in the Consolidated Balance Sheets. Amortization of costs capitalized is included in depreciation and amortization expense in the Consolidated Statements of Income.

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 after the product has reached technological feasibility. Technological feasibility is established upon completion of a detailed program design or, in its absence, completion. Thereafter, all software production costs are capitalized. Prior to reaching technological feasibility, all costs are charged to expense. Capitalized costs are amortized on a straight-line basis over the remaining estimated economic life of the product and are included in depreciation and amortization expense in the Consolidated Statements of Income.

Leases

We expense rent from non-cancellable operating leases, net of sublease income, on a straight line basis, based on future minimum lease payments. The net costs are included in occupancy expense in the Consolidated Statements of Income. See Note 17, “Leases,” for further discussion.

Income Taxes

We use the asset and liability method to determine income taxes on all transactions recorded in the consolidated financial statements. Deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities (i.e., temporary differences) and are measured at the enacted rates that will be in effect when these differences are realized. If necessary, a valuation allowance is established to reduce deferred tax assets to the amount that is more likely than not to be realized.

In order to recognize and measure our unrecognized tax benefits, management determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the recognition thresholds, the position is measured to determine the amount of benefit to be recognized in the consolidated financial statements. Interest and/or penalties related to income tax matters are recognized in income tax expense.

Recently Adopted Accounting Pronouncements

ASC Topic 820—In May 2011, the FASB issued amended guidance relating to ASC Topic 820, which requires the categorization by level of the fair value hierarchy for items not measured at fair value in our Consolidated Balance Sheets, but for which the fair value is disclosed. This accounting guidance was effective for us on January 1, 2012. Since this guidance only required additional disclosure, it did not affect our financial position or results of operations.

ASC Topic 220—In June 2011, the FASB issued amended guidance relating to ASC Topic 220, which eliminates the option to present the components of other comprehensive income as part of the statement of equity. Instead, the amended guidance requires entities to report components of comprehensive income in either a single continuous statement of comprehensive income containing two sections, net income and other comprehensive income, or in two separate but consecutive statements. This accounting guidance was effective for us on January 1, 2012 with early adoption permitted. We adopted this guidance as of June 30, 2011 and present two separate but consecutive statements presenting the components of comprehensive income. Since this guidance only required a change in the format of the presentation of comprehensive income, it did not affect our financial position or results of operations.

ASC Topic 350—In September 2011, the FASB issued amended guidance relating to ASC Topic 350, which affects all entities that have goodwill reported in the financial statements. The amended guidance permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount as a basis for determining whether it is necessary to perform the two-step quantitative goodwill impairment test described in ASC Topic 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. If, after assessing the totality of events or circumstances, an entity determines that it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, then performing the two-step impairment test is unnecessary. This accounting guidance was effective for us on January 1, 2012 with early adoption permitted. We adopted this guidance as of September 30, 2011 and used the qualitative assessment option for our annual goodwill impairment test performed for fiscal year 2011. The testing procedures and results are described under “Goodwill” above. Since this guidance only changed the manner in which we assess goodwill for impairment, it did not affect our financial position or results of operations.

In July 2012, the FASB issued amended guidance relating to ASC Topic 350, which permits an entity to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with ASC Topic 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then no further action is required. This accounting guidance is effective for us on January 1, 2013 with early adoption permitted. We adopted this guidance as of September 30, 2012 and used the qualitative assessment option for our annual indefinite-lived intangible asset impairment test performed for fiscal year 2012. The testing procedures and results are described under “Intangible Assets, net” above. Since this guidance only changes the manner in which we assess indefinite-lived intangible assets for impairment, it did not affect our financial position or results of operations.

The entire disclosure for all significant accounting policies of the reporting entity.

+ References+ Details

Restructuring Charges

12 Months Ended

Dec. 31, 2012

Restructuring Charges

3. Restructuring Charges

The following table presents a summary of restructuring charges in the Consolidated Statements of Income:


	Year Ended December 31, 2012
	(in millions)
Severance	$	23
Facilities-related		10
Asset impairments		9
Other		2

Total restructuring charges	$	44

During the first quarter of 2012, we performed a comprehensive review of our processes, organizations and systems in a company-wide effort to improve performance, cut costs, and reduce spending. Through this initiative, we generated pre-tax savings of approximately $60 million in 2012, and we expect an annualized savings of $60 million beginning in 2013.

During the third quarter of 2012, we offered certain of our employees an incentive to voluntarily retire early. Charges related to the early retirement program totaled $6 million for 2012 and primarily include severance costs that are included in severance in the above table.

During 2012, we recognized restructuring charges totaling $44 million, including severance costs of $23 million related to workforce reductions of 226 positions across our organization, $10 million of facilities-related charges, discussed below, $9 million of asset impairments, primarily consisting of fixed assets and capitalized software that have been retired, and $2 million of other charges. In connection with our restructuring activity, we expect to incur approximately $1 million of additional restructuring charges in the first quarter of 2013, primarily relating to severance.

Restructuring Reserve

Severance

At December 31, 2012, the accrued severance balance totaled $8 million and is included in current liabilities in the Consolidated Balance Sheets. The majority of the remaining accrued severance balance will be paid during the first half of 2013. During 2012, $15 million of severance was paid.

Facilities-related

The facilities-related charges of $10 million for the year ended December 31, 2012 relate to lease rent accruals for facilities we no longer occupy due to facilities consolidation as well as the write-off and the disposal of leasehold improvements and other assets. The lease rent costs included in the facilities-related charges are equal to the future costs associated with the facility, net of estimated proceeds from any future sublease agreements that could be reasonably obtained, based on management’s estimate. We will continue to evaluate these estimates in future periods, and thus, there may be additional charges or reversals relating to these facilities. The facilities-related restructuring reserve will be paid over several years until the leases expire. The facilities-related reserve balance, which totaled $3 million at December 31, 2012, is included in other current liabilities and other non-current liabilities in the Consolidated Balance Sheets.

Acquisitions and Divestitures

The entire disclosure for restructuring and related activities. Description of restructuring activities such as exit and disposal activities, include facts and circumstances leading to the plan, the expected plan completion date, the major types of costs associated with the plan activities, total expected costs, the accrual balance at the end of the period, and the periods over which the remaining accrual will be settled.

+ References+ Details

Acquisitions and Divestitures

12 Months Ended

Dec. 31, 2012

4. Acquisitions and Divestitures

We completed the following acquisitions and strategic initiatives in 2012, 2011 and 2010. Financial results of each transaction are included in our Consolidated Statements of Income from the dates of each acquisition or strategic initiative.

2012 Acquisitions


	Purchase Consideration		Total Net Assets (Liabilities) Acquired			Purchased Intangible Assets		Goodwill
	(in millions)
NOS Clearing⁽¹⁾	$	40	$	43		$	1	$	—
BWise.		77		(11	)		35		53

⁽¹⁾	In 2012, we recognized a gain of $4 million on our acquisition of NOS Clearing, which is included in merger and strategic initiatives expense in the Consolidated Statements of Income.

The amounts in the table above for NOS Clearing and BWise represent the preliminary allocation of the purchase price and are subject to revision during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. Adjustments to the provisional values during the measurement period will be pushed back to the date of acquisition. Comparative information for periods after acquisition but before the period in which the adjustments are identified will be adjusted to reflect the effects of the adjustments as if they were taken into account as of the acquisition date. Changes to amounts recorded as assets and liabilities may result in a corresponding adjustment to goodwill. There were no adjustments to the provisional values for the above acquisitions during 2012.

Acquisition of NOS Clearing

In July 2012, we acquired NOS Clearing for approximately $40 million (233 million Norwegian Krone) in cash. NOS Clearing is a leading Norway-based clearinghouse primarily for OTC traded derivatives for the freight market and seafood derivatives market. We acquired net assets of $43 million, primarily restricted cash related to regulatory capital. The purchased intangible assets totaling $1 million consisted of customer relationships. NOS Clearing is part of our European derivative trading and clearing business within our Market Services segment.

Acquisition of BWise

In May 2012, we acquired a 72% ownership interest in BWise, a Netherlands-based service provider that offers enterprise governance, risk management and compliance software and services to help companies track, measure and manage key organizational risks for approximately $57 million (47 million Euro) in cash. We have agreed to purchase the remaining 28% ownership interest in BWise in two separate transactions, resulting in 100% ownership by the first half of 2015 for a total purchase price of approximately $77 million (62 million Euro). We acquired net liabilities of $2 million and recorded a current deferred tax liability of $1 million and a non-current deferred tax liability of $8 million related to purchased intangible assets, resulting in total net liabilities acquired of $11 million. The total deferred tax liabilities of $9 million represent the tax effect of the difference between the estimated assigned fair value of the acquired intangible assets ($35 million) and the tax basis ($0) of such assets. The estimated amount of $9 million was determined by multiplying the difference of $35 million by BWise’s effective tax rate of 25%.The purchased intangible assets of $35 million consisted of $23 million in customer relationships, $7 million in technology and $5 million for the BWise trade name. BWise is part of our Corporate Solutions business within our Issuer Services segment.

Acquisition of the Index Business of Mergent, Inc., including Indxis

In December 2012, we acquired the index business of Mergent, Inc., including Indxis, for approximately $15 million in cash. The $5 million in intangible assets, $9 million in goodwill and $1 million in net assets resulting from this acquisition are included in our Global Index Group business within our Issuer Services segment.

2012 Proposed Acquisitions

In December 2012, we entered into an agreement with Thomson Reuters to acquire its Investor Relations, Public Relations and Multimedia Solutions businesses for $390 million. Upon closing, these complementary businesses will be integrated into our Corporate Solutions business. The proposed transaction is subject to customary regulatory approvals and is expected to close in the first half of 2013.

In December 2012, we also announced an agreement to acquire a 25% stake in TOM, a Dutch cash equities and equity derivatives trading venue. The terms of the transaction also provide us an option to acquire an additional 25.1% of the remaining shares at a future date. This transaction delivers on our strategy to expand our derivatives presence across the European market and will be part of our European Transaction Services business. The acquisition is subject to regulatory approval.

2011 Acquisitions

Acquisition of Glide Technologies


	Purchase Consideration		Total Net Liabilities Acquired			Purchased Intangible Assets		Goodwill
	(in millions)
Glide Technologies	$	22	$	(2	)	$	4	$	20

In October 2011, we acquired Glide Technologies, a London-based service provider specializing in corporate communications and reputation management solutions, for $22 million in cash. We acquired net liabilities, at fair value, totaling $1 million and recorded a non-current deferred tax liability of $1 million related to purchased intangible assets, resulting in total net liabilities acquired of $2 million. The purchased intangible assets totaling $4 million consisted of technology and customer relationships. Glide Technologies is part of our Corporate Solutions business within our Issuer Services segment.

We finalized the allocation of the purchase price for Glide Technologies in the fourth quarter of 2012. There were no adjustments to the provisional values for this acquisition during the year ended 2012.

Acquisition of the Business of RapiData

In December 2011, we acquired the business of RapiData LLC, a leading provider of machine-readable economic news to trading firms and financial institutions, for an immaterial amount. Through RapiData, we deliver U.S. government and other economic news directly from the source to customers interested in receiving information in an electronic feed. This service is part of our Market Data business within our Market Services segment.

2010 Acquisitions


	Purchase Consideration		Total Net (Liabilities) Assets Acquired			Purchased Intangible Assets		Goodwill
	(in millions)
FTEN⁽¹⁾	$	110	$	(1	)	$	46	$	65
SMARTS⁽²⁾		77		(5	)		28		54
Nord Pool ASA⁽³⁾		17		7			2		8

Total for 2010	$	204	$	1		$	76	$	127

⁽¹⁾

In December 2010, we acquired FTEN, a leading provider of RTRM solutions for the financial securities market, for $110 million in cash. The FTEN purchase consideration included $11 million held in escrow of which $2 million was paid in 2012 and $9 million is still held in escrow, in accordance with the purchase agreement. We acquired net assets, at fair value, totaling $3 million and recorded a current deferred tax liability of $2 million and a non-current deferred tax liability of $16 million related to purchased intangible assets, and we also recorded a non-current deferred tax asset of $14 million related to net operating loss carry forwards, resulting in total net liabilities acquired of $1 million. The total deferred tax liabilities of $18 million represent the tax effect of the difference between the estimated assigned fair value of the acquired intangible assets ($46 million) and the tax basis ($0) of such assets. The estimated amount of $18 million was determined by multiplying the difference of $46 million by FTEN’s effective tax rate of 39.55%. The purchased intangible assets of $46 million consisted of $23 million in customer relationships, $12 million in technology, $9 million for the FTEN trade name and $2 million related to non-compete agreements.

⁽²⁾

In August 2010, we acquired SMARTS, a leading technology provider of surveillance solutions to exchanges, regulators and brokers, to diversify our Market Technology business and enter the broker surveillance and compliance market. We completed our acquisition of SMARTS for $77 million in cash, which included a $75 million initial purchase price as well as a $2 million working capital adjustment. SMARTS purchase consideration also included $11 million held in escrow of which $9 million was paid in 2012 and $2 million is expected to be paid in 2013, in accordance with the purchase agreement. We acquired net assets, at fair value, totaling $3 million and recorded a current deferred tax liability of $1 million and a non-current deferred tax liability of $7 million related to purchased intangible assets, resulting in total net liabilities acquired of $5 million. The total deferred tax liabilities of $8 million represent the tax effect of the difference between the estimated assigned fair value of the acquired intangible assets ($28 million) and the tax basis ($0) of such assets. The estimated amount of $8 million was determined by multiplying the difference of $28 million by SMARTS’ effective tax rate of 30%. The purchased intangible assets of $28 million consisted of $11 million in technology and $17 million in customer relationships.

⁽³⁾

In May 2010, we acquired Nord Pool, a derivatives trading market, for $17 million (101 million Norwegian Krone) in cash. We acquired net assets, at fair value, totaling $8 million and recorded a non-current deferred tax liability of $1 million related to purchased intangible assets, resulting in total net assets acquired of $7 million. Through this acquisition, we now hold a Norwegian exchange license and operate the Nordic power market and the European carbon market on one trading platform.

We finalized the allocation of the purchase price for FTEN in the fourth quarter of 2011, SMARTS in the third quarter of 2011, and Nord Pool in the second quarter of 2011. There were no adjustments to the provisional values for these acquisitions during the year ended 2011.

Acquisition of ZVM

In December 2010, we acquired ZVM, a provider of webcasting and investor relation communication services for companies in the Nordic region, for an immaterial amount.

Acquisition of Assets of North American Energy Credit and Clearing Corp.

In March 2010, we purchased the assets of North American Energy Credit and Clearing Corp. for an immaterial amount. With this purchase, NASDAQ OMX expanded its presence in the OTC energy commodity markets. As previously discussed, the acquisition of these assets was effected through NOCC. In March 2010, we also provided cash of $25 million to NOCC to improve its liquidity position. As of December 31, 2012 and 2011, this amount is classified as non-current restricted cash in the Consolidated Balance Sheets.

Pro Forma Results and Acquisition-related Costs

The consolidated financial statements for the years ended December 31, 2012, 2011 and 2010 include the financial results of the above 2012, 2011 and 2010 acquisitions from the date of each acquisition. Pro forma financial results for the acquisitions completed in 2012, 2011 and 2010 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.

2012 Divestiture

In August 2012, we sold our majority-owned subsidiary IDCG to LCH and recorded a $14 million loss which is included in loss on divestiture of businesses in the Consolidated Statements of Income for the year ended December 31, 2012. IDCG was part of our U.S. derivative trading and clearing business within our Market Services segment.

2010 Divestitures

Investment in Agora-X, LLC

In the second quarter of 2010, we made a strategic decision to close our Agora-X business and recorded a loss of $5 million. This charge was included in loss on divestiture of businesses in the Consolidated Statements of Income for the year ended December 31, 2010.

NEURO

In the second quarter of 2010, we made a strategic decision to close the business of NEURO. We retained our London office and data hub, where we support trading and market data clients, run the U.K. power exchange N2EX and manage our overseas listings operation. As a result of this decision, we recorded a loss of $6 million in the second quarter of 2010. This charge was included in loss on divestiture of businesses in the Consolidated Statements of Income for the year ended December 31, 2010.

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

Goodwill and Purchased Intangible Assets

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Goodwill and Purchased Intangible Assets

12 Months Ended

Dec. 31, 2012

5. Goodwill and Purchased Intangible Assets

Goodwill

The following table presents the changes in goodwill by business segment during the year ended December 31, 2012:


	Market Services		Issuer Services		Market Technology		Total
	(in millions)
Balance at December 31, 2011	$	4,602	$	306	$	153	$	5,061
Goodwill acquired		—		62		—		62
Foreign currency translation adjustment		188		16		8		212

Balance at December 31, 2012	$	4,790	$	384	$	161	$	5,335

As of December 31, 2012, the amount of goodwill that is expected to be deductible for tax purposes in future periods is $82 million.

The goodwill acquired for Issuer Services shown above relates to our acquisitions of BWise in May 2012 and the index business of Mergent, Inc., including Indxis, in December 2012. See “2012 Acquisitions,” of Note 4, “Acquisitions and Divestitures,” for further discussion.

Purchased Intangible Assets

The following table presents details of our total purchased intangible assets, both finite- and indefinite-lived:


	December 31, 2012									December 31, 2011
	Gross Amount		Accumulated Amortization			Net Amount		Weighted- Average Useful Life (in Years)		Gross Amount			Accumulated Amortization			Net Amount			Weighted- Average Useful Life (in Years)
	(in millions)									(in millions)
*Finite-Lived Intangible Assets*
Technology	$	26	$	(10	)	$	16		5	$	42		$	(10	)	$	32			8
Customer relationships		871		(238	)		633		21		854			(196	)		658			21
Other		6		(2	)		4		8		6			(2	)		4			8
Foreign currency translation adjustment		6		(1	)		5				(25	)		4			(21	)

Total finite-lived intangible assets	$	909	$	(251	)	$	658			$	877		$	(204	)	$	673


	December 31, 2012										December 31, 2011
	Gross Amount			Accumulated Amortization			Net Amount			Weighted- Average Useful Life (in Years)	Gross Amount			Accumulated Amortization			Net Amount			Weighted- Average Useful Life (in Years)
	(in millions)										(in millions)
*Indefinite-Lived Intangible Assets*
Exchange and clearing registrations	$	790		$	—		$	790			$	790		$	—		$	790
Trade names		185			—			185				181			—			181
Licenses		51			—			51				78			—			78
Foreign currency translation adjustment		(34	)		—			(34	)			(74	)		—			(74	)

Total indefinite-lived intangible assets	$	992		$	—		$	992			$	975		$	—		$	975

Total intangible assets	$	1,901		$	(251	)	$	1,650			$	1,852		$	(204	)	$	1,648

Amortization expense for purchased finite-lived intangible assets was $52 million for the year ended December 31, 2012, $55 million for the year ended December 31, 2011 and $57 million for the year ended December 31, 2010. The decrease in amortization expense in 2012 compared to 2011 was primarily due to lower amortization expense on certain intangible assets that were impaired in the second quarter of 2012 as discussed below, partially offset by amortization expense on identifiable finite-lived intangible assets purchased in connection with the acquisition of BWise in May 2012. The decrease in amortization expense in 2011 compared to 2010 was primarily due to a developed technology intangible asset purchased in connection with our acquisition of OMX AB in 2008 being fully amortized in February 2011, partially offset by intangible asset amortization expense on identifiable finite-lived intangible assets purchased in connection with the acquisitions of SMARTS and FTEN as well as certain subsidiaries of Nord Pool from the date of each acquisition.

The estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $5 million as of December 31, 2012) of purchased finite-lived intangible assets as of December 31, 2012 is as follows:


	(in millions)
2013	$	51
2014		49
2015		47
2016		46
2017		44
2018 and thereafter		416

Total	$	653

Intangible Asset Impairment Charges

In 2012, we recorded non-cash intangible asset impairment charges totaling $28 million related to certain acquired intangible assets associated with technology ($19 million), customer relationships ($6 million), and a certain trade name ($3 million). These impairments resulted primarily from the replacement of certain acquired technology, as well as changes in the forecasted revenues associated with the acquired customer list of a certain business. The fair value of technology and trademarks was determined using the income approach, specifically the relief from royalty method. The fair value of customer relationships was determined using the income approach, specifically the multi-period excess earnings method. These charges are recorded in asset impairment charges in the Consolidated Statements of Income. Of the total impairment charge recorded in 2012, $17 million related to our Market Services segment and $11 million related to our Market Technology segment. However, for segment reporting purposes, these charges were allocated to corporate items based on the decision that these charges should not be used to evaluate the segment’s operating performance.

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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Investments

12 Months Ended

Dec. 31, 2012

Investments

6. Investments

Trading Securities

Trading securities, which are included in financial investments, at fair value in the Consolidated Balance Sheets, were $201 million as of December 31, 2012 and $261 million as of December 31, 2011. These securities are primarily comprised of Swedish government debt securities, of which $134 million as of December 31, 2012 and $212 million as of December 31, 2011, are restricted assets to meet regulatory capital requirements primarily for our clearing operations at NASDAQ OMX Nordic Clearing.

Available-for-Sale Investment Security

Investment in DFM

Our available-for-sale investment security, which is included in financial investments, at fair value in the Consolidated Balance Sheets, represents our 1% investment in DFM. The adjusted cost basis of this security was $18 million as of December 31, 2012 and 2011. The fair value of this investment was $22 million as of December 31, 2012 and $18 million as of December 31, 2011. The gross change between the adjusted cost basis and fair value as of December 31, 2012 of $4 million is reflected as an unrealized holding gain in accumulated other comprehensive loss in the Consolidated Balance Sheets.

In the fourth quarter of 2011, we recorded a pre-tax, other-than-temporary impairment loss on our investment security in DFM of $18 million. This charge is included in asset impairment charges in the Consolidated Statements of Income.

Equity Method Investments

The carrying amount of our equity method investments was $13 million as of December 31, 2012 and $27 million as of December 31, 2011 and consisted primarily of our equity interest in EMCF. Equity method investments are included in other non-current assets in the Consolidated Balance Sheets.

Income (loss) recognized from our equity interest in the earnings and losses of these equity method investments was a net loss of $1 million for the year ended December 31, 2012 and a net gain of $2 million for the years ended December 31, 2011 and December 31, 2010.

In the first quarter of 2012, we recorded a non-cash, other-than-temporary impairment charge on our equity investment in EMCF of $12 million due to a decline in operations at EMCF during the three months ended March 31, 2012. This loss is included in asset impairment charges in the Consolidated Statements of Income for the year ended December 31, 2012. No other impairments of equity method investments were recorded in 2012, 2011 or 2010.

Income (loss) recognized from our equity method investments is included in income (loss) from unconsolidated investees, net in the Consolidated Statements of Income.

Cost Method Investments

In August 2012, we sold IDCG to LCH for a 3.7% pro forma ownership interest in LCH. We account for this investment as a cost method investment as we do not control and do not exercise significant influence over LCH and there is no readily determinable fair value of LCH’s shares since they are not publicly traded. The carrying amount of this investment was $37 million as of December 31, 2012 and is included in other non-current assets in the Consolidated Balance Sheets. See “2012 Divestiture,” of Note 4, “Acquisitions and Divestitures,” for further discussion.

The entire disclosure for investments in certain debt and equity securities.

Property and Equipment, net

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+ Details

Property and Equipment, net

12 Months Ended

Dec. 31, 2012

7. Property and Equipment, net

The following table presents our major categories of property and equipment, net:


	December 31,
	2012			2011
	(in millions)
Data processing equipment and software	$	409		$	392
Furniture, equipment and leasehold improvements		203			193

Total property and equipment		612			585
Less: accumulated depreciation and amortization		(401	)		(392	)

Total property and equipment, net	$	211		$	193

Depreciation and amortization expense for property and equipment was $52 million for the year ended December 31, 2012, $54 million for the year ended December 31, 2011 and $46 million for the year ended December 31, 2010. The decrease in depreciation and amortization expense in 2012 compared to 2011 is primarily due to our restructuring actions taken in 2012 which included the write-off and disposal of leasehold improvements and asset impairments primarily consisting of fixed assets and capitalized software which have been retired, partially offset by depreciation and amortization on assets placed into service in 2012. See Note 3, “Restructuring Charges,” for further discussion of our restructuring actions. The increase in depreciation and amortization expense in 2011 compared to 2010 is primarily due to depreciation on assets placed into service in 2011 related to data processing equipment and software, partially offset by assets being fully depreciated in 2011. These amounts are included in depreciation and amortization expense in the Consolidated Statements of Income.

As of December 31, 2012 and 2011, we do not own any real estate properties.

The entire disclosure for long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. This disclosure may include property plant and equipment accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives, income statement disclosures, assets held for sale and public utility disclosures.

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Deferred Revenue

12 Months Ended

Dec. 31, 2012

Deferred Revenue

8. Deferred Revenue

Deferred revenue represents cash payments received that are yet to be recognized as revenue. At December 31, 2012, we estimate that our deferred revenue, which is primarily related to Global Listing Services and Market Technology revenues, will be recognized in the following years:


	Initial Listing Revenues		Listing of Additional Shares Revenues		Annual Renewal and Other Revenues		Market Technology Revenues⁽¹⁾		Total
	(in millions)
Fiscal year ended:
2013	$	12	$	36	$	31	$	60	$	139
2014		8		24		1		33		66
2015		7		13		—		26		46
2016		5		5		—		19		29
2017		3		—		—		9		12
2018 and thereafter		1		—		—		2		3

	$	36	$	78	$	32	$	149	$	295

⁽¹⁾	The timing of recognition of our deferred Market Technology revenues is dependent upon the completion of customization and any significant modifications made pursuant to existing contracts. As such, as it relates to these revenues, the timing represents our best estimate.

The changes in our deferred revenue during the years ended December 31, 2012 and 2011 are reflected in the following table.


	Initial Listing Revenues			Listing of Additional Shares Revenues			Annual Renewal and Other Revenues			Market Technology Revenues⁽²⁾			Total
	(in millions)
Balance at December 31, 2010	$	42		$	83		$	21		$	146		$	292
Additions⁽¹⁾		13			43			219			49			324
Amortization⁽¹⁾		(16	)		(40	)		(214	)		(66	)		(336	)
Translation adjustment		—			—			(1	)		(1	)		(2	)

Balance at December 31, 2011	$	39		$	86		$	25		$	128		$	278

Additions⁽¹⁾		11			31			213			98			353
Amortization⁽¹⁾		(14	)		(39	)		(208	)		(85	)		(346	)
Translation adjustment		—			—			2			8			10

Balance at December 31, 2012	$	36		$	78		$	32		$	149		$	295

⁽¹⁾	The additions and amortization for initial listing revenues, listing of additional shares revenues and annual renewal and other revenues primarily reflect Issuer Services revenues from U.S. listing revenues.

⁽²⁾

Market Technology deferred revenues include revenues from delivered client contracts in the support phase charged during the period. Under contract accounting, where customization and significant modifications to the software are made to meet the needs of our customers, total revenues, as well as costs incurred, are deferred until significant modifications are completed and delivered. Once delivered, deferred revenue and the related deferred costs are recognized over the post contract support period. We have included the deferral of costs in other current assets and other non-current assets in the Consolidated Balance Sheets. The amortization of Market Technology deferred revenue primarily includes revenues earned from client contracts recognized during the period.

The entire disclosure for deferred revenues at the end of the reporting period, and description and amounts of significant changes that occurred during the reporting period. Deferred revenue is a liability as of the balance sheet date related to a revenue producing activity for which revenue has not yet been recognized. Generally, an entity records deferred revenue when it receives consideration from a customer before achieving certain criteria that must be met for revenue to be recognized in conformity with GAAP.

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Debt Obligations

12 Months Ended

Dec. 31, 2012

Debt Obligations

9. Debt Obligations

The following table presents the changes in the carrying amount of our debt obligations during the year ended December 31, 2012:


	December 31, 2011			Additions		Payments, Conversions, Accretion and Other			December 31, 2012
	(in millions)
3.75% convertible notes due October 22, 2012 (net of discount)⁽¹⁾	$	—		$	—	$	—		$	—
2.50% convertible senior notes due August 15, 2013⁽²⁾		88			—		3			91
4.00% senior unsecured notes due January 15, 2015 (net of discount)⁽³⁾		399			—		—			399
5.55% senior unsecured notes due January 15, 2020 (net of discount)⁽³⁾		598			—		—			598
5.25% senior unsecured notes due January 16, 2018 (net of discount)⁽³⁾		367			—		1			368
$1.2 billion senior unsecured five-year credit facility:
$450 million senior unsecured term loan facility credit agreement due September 19, 2016 (average interest rate of 1.61% for the period January 1, 2012 through December 31, 2012)⁽⁴⁾		439			—		(45	)		394
$750 million revolving credit commitment due September 19, 2016 (average interest rate of 1.41% for the period January 1, 2012 through December 31, 2012)⁽⁴⁾		226			—		(100	)		126

Total debt obligations		2,117			—		(141	)		1,976
Less current portion		(45	)		—		—			(45	)

Total long-term debt obligations	$	2,072		$	—	$	(141)		$	1,931

⁽¹⁾

As of December 31, 2011, approximately $0.5 million aggregate principal amount of the 3.75% convertible notes remained outstanding. In June 2012, all of the remaining aggregate principal amount of the 3.75% convertible notes outstanding was converted into 34,482 shares of common stock in accordance with the terms of the notes.

⁽²⁾	See “2.50% Convertible Senior Notes” below for further discussion.

⁽³⁾	See “Senior Unsecured Notes” below for further discussion.

⁽⁴⁾	See “2011 Credit Facility” below for further discussion.

2.50% Convertible Senior Notes

During the first quarter of 2008, in connection with the business combination with OMX AB, we completed the offering of $475 million aggregate principal amount of 2.50% convertible senior notes due August 15, 2013. The interest rate on the notes is 2.50% per annum payable semi-annually in arrears on February 15 and August 15.

The 2013 Convertible Notes are convertible in certain circumstances specified in the indenture for the notes. Upon conversion, holders will receive, at the election of NASDAQ OMX, cash, common stock or a combination of cash and common stock. It is our current intent and policy to settle the principal amount of the notes in cash. The conversion rate as of December 31, 2012, subject to adjustment due to certain events including cash dividends, is 18.4504 shares of common stock per $1,000 principal amount of notes, which is equivalent to a conversion price of approximately $54.20 per share of common stock. As of December 31, 2012, the remaining aggregate principal amount outstanding of the 2013 Convertible Notes was convertible into 1,715,517 shares of our common stock. The conversion rate as of December 31, 2011, subject to adjustment in certain events, was 18.1386 shares of common stock per $1,000 principal amount of notes, which was equivalent to a conversion price of approximately $55.13 per share of common stock. As of December 31, 2011, the remaining aggregate principal amount outstanding of the 2013 Convertible Notes was convertible into 1,686,577 shares of our common stock. Subject to certain exceptions, if we undergo a “fundamental change” as described in the indenture, holders may require us to purchase their notes at a price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest.

Tender Offer and Early Extinguishment of Debt

On September 20, 2011, we commenced a cash tender offer for any and all of the $428 million aggregate principal amount outstanding of the 2013 Convertible Notes, or the Offer. We offered to purchase the 2013 Convertible Notes at a price of $1,025 for each $1,000 of principal amount tendered, plus accrued and unpaid interest up to, but not including, October 19, 2011, the date of purchase. Holders representing approximately 78.3% of the aggregate principal amount of the outstanding 2013 Convertible Notes participated in the Offer resulting in the tender of $335 million of the aggregate outstanding principal amount of the 2013 Convertible Notes for a total purchase price of $346 million, which included the premium discussed above, accrued interest, and other costs. We funded the Offer with cash on hand and availability under the revolver in our 2011 Credit Facility. See “2011 Credit Facility” below for further discussion of our credit facility. As a result of the tender, in October 2011, we recorded a pre-tax charge of $25 million consisting of the write-off of the associated unamortized debt discount of $22 million, debt issuance costs of $2 million, as well as other costs of $1 million. This charge was recorded in general, administrative and other expense in the Consolidated Statements of Income for 2011. The 2013 Convertible Notes purchased pursuant to the Offer were cancelled and are no longer outstanding.

The tender offer and early extinguishment of debt discussed above resulted in a remaining aggregate principal amount outstanding of the 2013 Convertible Notes of $93 million as of December 31, 2012 and 2011.

Liability and Equity Components

Since the settlement structure of the 2013 Convertible Notes permits settlement in cash upon conversion, we are required to separately account for the liability and equity components of the convertible debt in a manner that reflects our nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. This entails bifurcation of a component of the debt, classification of that component in equity and then accretion of the resulting discount on the debt being reflected in the income statement as part of interest expense.

The changes in the liability and equity components of the 2013 Convertible Notes during the years ended December 31, 2012 and 2011 are as follows:


	Liability Component									Equity Component
	(in millions)									(in millions)
	Principal Balance			Unamortized Debt Discount			Net Carrying Amount			Gross Equity Component			Deferred Taxes		Net Equity Component
December 31, 2010	$	428		$	40		$	388		$	80		$	32	$	48
Accretion of debt discount		—			(13	)		13			—			—		—
Tender offer		(335	)		(22	)		(313	)		(9	)		—		(9	)

December 31, 2011	$	93		$	5		$	88		$	71		$	32	$	39
Accretion of debt discount		—			(3	)		3			—			—		—

December 31, 2012	$	93		$	2		$	91		$	71		$	32	$	39

The unamortized debt discount on the 2013 Convertible Notes was $2 million as of December 31, 2012 and $5 million as of December 31, 2011 and is included in debt obligations in the Consolidated Balance Sheets. The remaining amount of $2 million will be accreted as part of interest expense through August 15, 2013, the maturity date of the convertible debt. The decrease in the unamortized debt discount in 2011 compared to 2010 is due to the write-off of $22 million associated with the Offer as discussed above and the accretion of the debt discount during 2011 of $13 million. The effective annual interest rate on the 2013 Convertible Notes was 6.53% for the years ended December 31, 2012, 2011 and 2010, which includes the accretion of the debt discount in addition to the annual contractual interest rate of 2.50%.

The equity component of the convertible debt is included in additional paid-in capital in the Consolidated Balance Sheets and was $39 million at December 31, 2012 and 2011.

Interest expense recognized on the 2013 Convertible Notes in the Consolidated Statements of Income for the years ended December 31, 2012, 2011 and 2010 is as follows:


	Year Ended December 31,
	2012		2011		2010
	(in millions)
Components of interest expense recognized on the 2013 Convertible Notes
Accretion of debt discount	$	3	$	13	$	14
Contractual interest		3		9		10

Total interest expense recognized on the 2013 Convertible Notes	$	6	$	22	$	24

Debt Issuance Costs

In 2008, in conjunction with the issuance of the 2013 Convertible Notes, we incurred debt issuance costs of $10 million. These costs, which were capitalized and included in other non-current assets in the Consolidated Balance Sheets, are being amortized over the life of the debt obligation. In connection with the Offer in October 2011, we recorded a pre-tax charge for the write-off of the

associated debt issuance costs of $2 million for the year ended December 31, 2011. Amortization expense, which is recorded as additional interest expense for these costs, was immaterial for the year ended December 31, 2012, $1 million for the year ended December 31, 2011 and $2 million for the year ended December 31, 2010.

Senior Unsecured Notes

4.00% and 5.55% Senior Unsecured Notes

In January 2010, NASDAQ OMX issued $1 billion of senior unsecured notes, or the Notes. The Notes were issued at a discount in two separate series consisting of $400 million aggregate principal amount of 4.00% senior notes due 2015, or the 2015 Notes, and $600 million aggregate principal amount of 5.55% senior notes due 2020, or the 2020 Notes. As a result of the discount, the proceeds received from the issuance were less than the aggregate principal amounts. As of December 31, 2012, the balance of $399 million for the 2015 Notes and the balance of $598 million for the 2020 Notes reflect the aggregate principal amounts, less the unamortized debt discount. The unamortized debt discount will be accreted through interest expense over the life of the Notes.

The 2015 Notes pay interest semiannually at a rate of 4.00% per annum until January 15, 2015, and the 2020 Notes pay interest semiannually at a rate of 5.55% per annum until January 15, 2020. The Notes are general unsecured obligations of ours and rank equally with all of our existing and future unsubordinated obligations. The Notes are not guaranteed by any of our subsidiaries. The 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.

Debt Issuance Costs

We incurred debt issuance and other costs of $8 million in connection with the issuance of the Notes. These costs, which are capitalized and included in other non-current assets in the Consolidated Balance Sheets, are being amortized over the life of the debt obligations. Amortization expense, which is recorded as additional interest expense for these costs, was $1 million for each of the three years ended December 31, 2012, 2011 and 2010.

5.25% Senior Unsecured Notes

In December 2010, NASDAQ OMX issued $370 million of 5.25% senior unsecured notes due January 16, 2018, or the 2018 Notes. We applied the net proceeds from the 2018 Notes of $367 million and cash on hand of $3 million to repay all amounts outstanding under our $400 million senior unsecured bridge facility, or the Bridge Facility, discussed below, as well as related fees.

The 2018 Notes were issued at a discount. As a result of the discount, the proceeds received from the issuance were less than the aggregate principal amount. As of December 31, 2012, the balance of $368 million reflects the aggregate principal amount, less the unamortized debt discount. The unamortized debt discount will be accreted through interest expense over the life of the 2018 Notes.

The 2018 Notes pay interest semiannually at a rate of 5.25% per annum until January 16, 2018 and such rate may vary with NASDAQ OMX’s debt rating up to a rate not to exceed 7.25%. The 2018 Notes are general unsecured obligations of ours and rank equally with all of our existing and future unsubordinated obligations. They are not guaranteed by any of our subsidiaries. The 2018 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. In addition, upon a change of control triggering event (as defined in the indenture), the terms require us to repurchase all or part of each holder’s notes for cash equal to 101% of the aggregate principal amount purchased plus accrued and unpaid interest, if any.

Debt Issuance Costs

We incurred debt issuance costs of $3 million in connection with the issuance of the 2018 Notes. These costs, which are capitalized and included in other non-current assets in the Consolidated Balance Sheets, are being amortized over the life of the debt obligation. Amortization expense, which is recorded as additional interest expense for these costs, was immaterial for each of the three years ended December 31, 2012, 2011 and 2010.

Credit Facilities

2011 Credit Facility

In September 2011, NASDAQ OMX entered into a $1.2 billion senior unsecured five-year credit facility which matures on September 19, 2016. The 2011 Credit Facility consists of our 2016 Term loan of $450 million and a $750 million revolving credit commitment (including a swingline facility and letter of credit facility). NASDAQ OMX applied the $450 million in proceeds from the 2016 Term Loan to repay in full the remaining $450 million principal amount outstanding on our 2010 Credit Facility, as defined below. As a result, NASDAQ OMX terminated the associated credit agreement. See “2010 Credit Facility” below for further discussion.

In October 2011, we borrowed $250 million under the revolving credit commitment portion of the 2011 Credit Facility and utilized cash on hand of $96 million in order to fund the purchase of the 2013 Convertible Notes tendered in the Offer. In November 2011, we made an optional prepayment of $24 million and in March 2012 we made an optional prepayment of $100 million on the revolving credit commitment portion of the 2011 Credit Facility. As a result, availability under the revolving credit commitment was $624 million as of December 31, 2012.

The loans under the 2011 Credit Facility have a variable interest rate based on either the London Interbank Offered Rate, or LIBOR, or the Federal Funds Rate, plus an applicable margin that varies with NASDAQ OMX’s debt rating.

Under the 2011 Credit Facility, we are required to pay quarterly principal payments equal to 2.50% of the aggregate original principal amounts borrowed under the 2016 Term Loan. In 2012, we made required quarterly principal payments totaling $45 million on our 2016 Term Loan.

The 2011 Credit Facility contains financial and operating covenants. Financial covenants include an interest expense coverage ratio and a maximum leverage ratio. Operating covenants include limitations on NASDAQ OMX’s ability to incur additional indebtedness, grant liens on assets, enter into affiliate transactions and pay dividends. Our credit facilities allow us to pay cash dividends on our common stock as long as certain leverage ratios are maintained. The 2011 Credit Facility also contains customary affirmative covenants, including access to financial statements, notice of defaults and certain other material events, maintenance of business and insurance, and events of default, including cross-defaults to our material indebtedness.

NASDAQ OMX is permitted to repay borrowings under the 2011 Credit Facility at any time in whole or in part, without penalty. We are also required to repay loans outstanding under the 2011 Credit Facility with net cash proceeds from sales of property and assets of NASDAQ OMX 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.

Debt Issuance Costs

We incurred debt issuance and other costs of $5 million in connection with the entry into the 2011 Credit Facility. These costs, which are capitalized and included in other non-current assets in the Consolidated Balance Sheets, are being amortized over the life of the 2011 Credit Facility. Amortization expense, which is recorded as additional interest expense for these costs, was $1 million for the year ended December 31, 2012 and immaterial for the year ended December 31, 2011.

2010 Credit Facility

In January 2010, NASDAQ OMX entered into a $950 million senior unsecured three-year credit facility, or the 2010 Credit Facility. The 2010 Credit Facility provided for a $250 million revolving credit commitment (including a swingline facility and letter of credit facility), a $350 million funded Tranche A term loan and a $350 million funded Tranche X term loan, or the Term Loans. The loans under the 2010 Credit Facility had a variable interest rate based on either the LIBOR or the Federal Funds Rate, plus an applicable margin that varied with NASDAQ OMX’s debt rating.

NASDAQ OMX applied the net proceeds from the Notes, the $700 million funded Term Loans and cash on hand to repay all amounts outstanding under our senior secured credit facilities in place as of December 31, 2009 and related fees. As a result, NASDAQ OMX terminated the associated credit agreement.

Under our 2010 Credit Facility, we were required to pay quarterly principal payments of $35 million on our Term Loans. In the first half of 2011, we made required quarterly principal payments of $70 million, as well as an optional principal payment of $50 million on our Term Loans. In September 2011, we applied the proceeds of $450 million from the 2016 Term Loan discussed above, to repay the remaining $450 million principal amount outstanding on our Term Loans. As a result, NASDAQ OMX terminated the associated credit agreement. See “2011 Credit Facility” above for further discussion of the 2011 Credit Facility.

Debt Issuance and Other Costs

We incurred debt issuance and other costs of $13 million in connection with the entry into the 2010 Credit Facility. These costs, which were capitalized and included in other non-current assets in the Consolidated Balance Sheets, were being amortized over the life of the debt obligation. In September 2011, as a result of repayment of our 2010 Credit Facility, we recorded a pre-tax charge of $6 million, which primarily included the write-off of the remaining unamortized balance of debt issuance costs. This charge is included in general, administrative and other expense in the Consolidated Statements of Income for the year ended December 31, 2011. Amortization expense, which was recorded as additional interest expense for these costs, was $3 million for the year ended December 31, 2011 and $4 million for the year ended December 31, 2010.

Bridge Facility

In December 2010, NASDAQ OMX entered into the Bridge Facility, and borrowed $370 million to partially finance the purchase of our stock from Borse Dubai. See “Share Repurchase Programs and Share Repurchase from Borse Dubai,” of Note 13, “NASDAQ OMX Stockholders’ Equity,” for further discussion of our share repurchase from Borse Dubai. We applied the net proceeds from the issuance of our 2018 Notes, discussed above, and cash on hand to repay all amounts outstanding under the Bridge Facility and terminated the Bridge Facility as of December 31, 2010. The effective interest rate on borrowings under the Bridge Facility was 1.76%.

Other Credit Facilities

In addition to the revolving credit commitment under our 2011 Credit Facility discussed above, we have credit facilities related to our clearinghouses in order to meet liquidity and regulatory requirements. At December 31, 2012, these credit facilities, which are available in multiple currencies, primarily Swedish Krona, totaled $310 million ($217 million in available liquidity and $93 million to satisfy regulatory requirements), none of which was utilized. At December 31, 2011, these facilities totaled $447 million ($206 million in available liquidity and $241 million to satisfy regulatory requirements), none of which was utilized.

Debt Covenants

At December 31, 2012, we were in compliance with the covenants of all of our debt obligations.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References+ Details

Income Taxes

12 Months Ended

Dec. 31, 2012

Income Taxes

10. Income Taxes

The income tax provision consists of the following amounts:


	Year Ended December 31,
	2012			2011			2010
	(in millions)
Current income taxes:
Federal	$	130		$	129		$	116
State		37			34			36
Foreign		16			23			20

Total current income taxes		183			186			172

Deferred income taxes:
Federal		(10	)		(18	)		(25	)
State		6			—			(26	)
Foreign		20			22			16

Total deferred income taxes		16			4			(35	)

Total income tax provision	$	199		$	190		$	137

U.S. federal taxes have not been provided on undistributed earnings of certain non-U.S. subsidiaries to the extent such earnings will be reinvested abroad for an indefinite period of time. At December 31, 2012, the cumulative amount of undistributed earnings in these subsidiaries is approximately $81 million. We have the intent and ability to indefinitely reinvest the undistributed earnings of our non-U.S. subsidiaries.

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, 2012, 2011 and 2010 is as follows:


	Year Ended December 31,
	2012			2011			2010
	(in millions)
Federal income tax provision at the statutory rate		35.0	%		35.0	%		35.0	%
State income tax provision, net of federal effect		4.2	%		3.3	%		4.2	%
Foreign income tax provision at a rate different than the federal rate		(3.6	)%		(3.8	)%		(3.2	)%
Earnings from foreign affiliates, not subject to tax		(3.4	)%		(3.4	)%		(3.5	)%
Change in deferred taxes due to change in tax rate⁽¹⁾		2.3	%		0.5	%		(3.0	)%
Change in unrecognized tax benefits		2.6	%		1.0	%		0.5	%
Excess capital loss carry back⁽¹⁾		—			—			(2.4	)%
Other, net		(0.8	)%		0.6	%		(1.6	)%

Actual income tax provision⁽¹⁾		36.3	%		33.2	%		26.0	%

⁽¹⁾

The higher effective tax rate in 2012 when compared to 2011 was primarily due to the impact to deferred tax assets and deferred tax liabilities resulting from changes in tax rates in various jurisdictions within the U.S. and outside the U.S., adjustments related to our 2005 – 2011 tax return liabilities which resulted in an increase to the tax provision and a shift in the geographic mix of earnings and losses. These increases are partially offset by a permanent tax benefit associated with certain taxable foreign exchange revaluation losses which are not reflected in pre-tax earnings. The higher effective tax rate in 2011 when compared to 2010 was primarily due to the impact of changes in tax laws in certain jurisdictions in the U.S. Furthermore, in the third quarter of 2011, we recorded significant adjustments due to provision-to-tax return adjustments related to our 2010 tax return liabilities and a corresponding effect on deferred tax liabilities, both of which increased NASDAQ OMX’s tax provision in 2011. Also, 2010 results included reductions in deferred tax liabilities due to a revised effective tax rate and a tax deduction for a capital loss.

The temporary differences, which give rise to our deferred tax assets and (liabilities), consisted of the following:


	December 31,
	2012			2011
	(in millions)
Deferred tax assets:
Deferred revenues	$	31		$	30
U.S. federal net operating loss		10			15
Foreign net operating loss		95			99
State net operating loss		4			4
Compensation and benefits		112			88
Foreign currency translation		103			194
Lease reserves		14			19
Tax credits		17			19
Other		22			15

Gross deferred tax assets		408			483

Deferred tax liabilities:
Amortization of software development costs and depreciation		(58	)		(40	)
Amortization of acquired intangible assets		(647	)		(629	)
Compensation and benefits		(18	)		—
Other		(25	)		(28	)

Gross deferred tax liabilities		(748	)		(697	)

Net deferred tax liabilities before valuation allowance		(340	)		(214	)

Less: valuation allowance		(81	)		(75	)

Net deferred tax liabilities	$	(421	)	$	(289	)

A valuation allowance has been established with regards to the tax benefits primarily associated with certain net operating losses and impairment losses, as it is more likely than not that these benefits will not be realized in the future.

In 2012, our U.S. federal net operating loss of $10 million, which includes $5 million related to the acquisition of FTEN in December 2010 and $5 million related to subsidiaries of OMX that are not included in our U.S. federal consolidated income tax return, will expire in years 2023 through 2032. Our foreign net operating loss of $95 million, as of December 31, 2012, includes $57 million that will expire in years 2018 through 2022 and $38 million that has no expiration date. Also, our state net operating loss of $4 million, as of December 31, 2012, will expire in years 2013 through 2032. Our tax credits of $17 million include $7 million related to U.S. research and development credits that will expire in years 2018 through 2027, and $10 million related to non-U.S. tax credits that will expire in years 2014 through 2017.

The following represents the domestic and foreign components of income before income tax provision:


	Year Ended December 31,
	2012		2011		2010
	(in millions)
Domestic	$	355	$	321	$	325
Foreign		193		252		201

Income before income tax provision	$	548	$	573	$	526

In 2012, 2011 and 2010, we recorded income tax benefits of $7 million, $10 million and $2 million, respectively, primarily related to share-based compensation. These amounts were recorded as additional paid-in-capital in the Consolidated Balance Sheets.

We are subject to examination by federal, state and local, and foreign tax authorities. 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. We believe that the resolution of tax matters will not have a material effect on our financial condition but may be material to our operating results for a particular period and upon the effective tax rate for that period.

As of December 31, 2012 and 2011, there are $27 million and $11 million of unrecognized tax benefits that if recognized would affect our effective tax rate.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


	Year Ended December 31,
	2012			2011
	(in millions)
Beginning balance	$	18		$	12
Additions as a result of tax positions taken in prior periods		16			6
Additions as a result of tax positions taken in the current period		3			3
Reductions related to settlements with taxing authorities		(5	)		(2	)
Reductions as a result of lapses of the applicable statute of limitations		—			(1	)

Ending balance	$	32		$	18

Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. As of both December 31, 2012 and 2011, we had accrued $5 million for interest and penalties, net of tax effect.

NASDAQ OMX and its eligible subsidiaries file a consolidated U.S. federal income tax return and applicable state and local income tax returns and non-U.S. income tax returns. Federal income tax returns for the years 2007 through 2010 are currently under audit by the Internal Revenue Service and we are subject to examination for 2011. Several state tax returns are currently under examination by the respective tax authorities for the years 2005 through 2010 and we are subject to examination for 2011. Non-U.S. tax returns are subject to review by the respective tax authorities for the years 2005 through 2011. In 2012, we settled audits with the state of New York and paid a total of $10 million with respect to the years 2000 through 2006. Of the $10 million paid, $5 million relates to tax and $5 million relates to interest. Since we included $2 million in our unrecognized tax benefits as of December 31, 2011, $3 million affected our 2012 effective tax rate. The outcome of this audit did not have a material impact on our financial position or results of operations. We anticipate that the amount of unrecognized tax benefits at December 31, 2012 will significantly decrease in the next twelve months as we expect to settle certain tax audits. The final outcome of such audits cannot yet be determined. We anticipate that such adjustments will not have a material impact on our consolidated financial position or results of operations.

In the fourth quarter of 2010, we received an appeal from the Finnish Tax Authority challenging certain interest expense deductions claimed by NASDAQ OMX in Finland for the year 2008. The appeal also demands certain penalties be paid with regard to the company’s tax return filing position. In October 2012, the Finnish Appeals Board disagreed with the company’s tax return filing position, even though the tax return position with respect to this deduction was previously reviewed and approved by the Finnish Tax Authority. NASDAQ OMX has decided to appeal the ruling by the Finnish Appeals Board to the Finnish Administrative Court. If the Finnish Administrative Court agrees with the Finnish Appeals Board, additional tax and penalties for the years 2008 through 2012 would total approximately $20 million. We expect the Finnish Administrative Court to agree with our position and, as such, believe it is unlikely NASDAQ OMX will be assessed any additional tax and penalties. Through December 31, 2012, we have recorded the tax benefits associated with the filing position.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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-Paragraph 1

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-Name Regulation S-X (SX)

-Number 210

-Section 08

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-Article 4

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+ Details

Employee Benefits

12 Months Ended

Dec. 31, 2012

Employee Benefits

11. Employee Benefits

U.S. Defined-Benefit Pension and Supplemental Executive Retirement Plans

We maintain non-contributory, defined-benefit pension plans, non-qualified supplemental executive retirement plans, or SERPs, for certain senior executives and post-retirement benefit plans for eligible employees in the U.S., collectively referred to as the NASDAQ OMX 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.

Components of Net Periodic Benefit Cost

The following table sets forth the components of net periodic pension, SERP and post-retirement benefits costs from the NASDAQ OMX Benefit Plans recognized in compensation and benefits expense in the Consolidated Statements of Income:


	Year Ended December 31,
	2012			2011			2010
	(in millions)
Components of net periodic benefit cost
Interest cost	$	6		$	6		$	7
Expected return on plan assets		(5	)		(5	)		(5	)
Recognized net actuarial loss		3			3			3
Settlement loss recognized		—			—			1

Net periodic benefit cost	$	4		$	4		$	6

Benefit Obligations and Funded Status

The following table provides a reconciliation of the changes in the benefit obligation, the plan assets and the funded status of the NASDAQ OMX Benefit Plans.


	2012												2011
	Pension			SERP			Post- retirement			Total			Pension			SERP			Post- retirement			Total
	(in millions)
Change in benefit obligation
Benefit obligation at beginning of year	$	86		$	30		$	11		$	127		$	83		$	30		$	12		$	125
Interest cost		4			2			—			6			4			1			1			6
Actuarial losses (gains)		1			—			(7	)		(6	)		(1	)		—			(2	)		(3	)
Benefits paid		(4	)		(2	)		—			(6	)		(3	)		(2	)		—			(5	)
Loss due to change in discount rate		17			3			—			20			3			1			—			4

Benefit obligation at end of year		104			33			4			141			86			30			11			127

Change in plan assets
Fair value of plan assets at beginning of year		62			—			—			62			65			—			—			65
Actual return on plan assets		7			—			—			7			(1	)		—			—			(1	)
Company contributions		10			2			—			12			1			2			—			3
Benefits paid		(4	)		(2	)		—			(6	)		(3	)		(2	)		—			(5	)

Fair value of plan assets at end of year		75			—			—			75			62			—			—			62

Underfunded status of the plans		(29	)		(33	)		(4	)		(66	)		(24	)		(30	)		(11	)		(65	)

Accumulated benefit obligation	$	104		$	33		$	4		$	141		$	86		$	30		$	11		$	127

The total underfunded status of the NASDAQ OMX Benefit Plans of $66 million at December 31, 2012 and $65 million at December 31, 2011 is included in other non-current liabilities and accrued personnel costs in the Consolidated Balance Sheets. No plan assets are expected to be returned to us during the year ending December 31, 2013.

Actuarial Assumptions

The following tables provide the weighted-average actuarial assumptions for the NASDAQ OMX Benefit Plans.

Weighted-average assumptions used to determine benefit obligations at the end of the fiscal year:


	2012			2011
Discount rate:
Pension		4.00	%		5.00	%
SERP		4.00	%		5.00	%
Post-retirement		4.00	%		5.00	%
Rate of compensation increase:
Pension		N/A			N/A
SERP		N/A			N/A
Post-retirement		N/A			N/A

Weighted-average assumptions used to determine net benefit cost for the fiscal year:


	2012			2011			2010
Discount rate:
Pension		5.00	%		5.25	%		5.75	%
SERP		5.00	%		5.25	%		5.75	%
Post-retirement		5.00	%		5.25	%		5.75	%
Rate of compensation increase:
Pension		N/A			N/A			N/A
SERP		N/A			N/A			N/A
Post-retirement		N/A			N/A			N/A
Expected return on plan assets:
Pension		7.75	%		8.00	%		8.00	%
SERP		N/A			N/A			N/A
Post-retirement		N/A			N/A			N/A

N/A—Not applicable

The assumptions above are used to develop the benefit obligations at fiscal year-end and to develop the net periodic benefit cost for the subsequent fiscal year. Therefore, the assumptions used to determine benefit obligations were established at each year-end while the assumptions used to determine net periodic benefit cost for each year are established at the end of each previous year.

The net periodic benefit obligations and the net periodic benefit cost are based on actuarial assumptions that are reviewed on an annual basis. We revise these assumptions based on an annual evaluation of long-term trends, as well as market conditions, which may have an impact on the cost of providing retirement benefits.

For 2013, the weighted-average assumed healthcare cost trend rate used for post-retirement measurement purposes for the NASDAQ OMX Benefit Plans is 9.0% prior to age 65 and 6.5% after age 65. A one percent increase or decrease in the assumed healthcare cost trend would have an immaterial effect on the post-retirement service and interest cost and post-retirement benefit obligation for both plans.

Plan Assets of the NASDAQ OMX Benefit Plans

NASDAQ OMX’s Pension and 401(k) Committee, which is comprised of employees of NASDAQ OMX, has oversight responsibility for the plan assets of the NASDAQ OMX Benefit Plans. The investment policy and strategy of the plan assets, which was adopted by NASDAQ OMX’s Pension and 401(k) Committee, is to provide for preservation of principal, both in nominal and real terms, in order to meet the long-term spending needs of the NASDAQ OMX Benefit Plans. We invest in securities per the target allocations stated below. Target allocations for plan assets as of December 31, 2012 were as follows:


	Target Allocation
Equity securities⁽¹⁾		60	%
Fixed income securities⁽¹⁾		25	%
Other investment strategies and cash		15	%

Total		100	%

⁽¹⁾	Consists of securities and investments in mutual funds held in various domestic, international and emerging markets.

Asset allocations are reviewed quarterly and adjusted, as appropriate, to remain within target allocations. The investment policy is reviewed on an annual basis, with the advice of an investment consultant, to determine if the policy or asset allocation targets should be changed.

The fair value of the plan assets for the NASDAQ OMX Benefit Plans at December 31, 2012, by asset category and fair value hierarchy, are as follows:


	Total Benefit Plan Assets as of		Fair Value Measurements⁽²⁾
	December 31, 2012⁽¹⁾		Level 1		Level 2		Level 3
			(in millions)
Equity securities	$	—	$	—	$	—	$	—
Fixed income securities		—		—		—		—
Other investment strategies and cash		75		75		—		—

Total benefit plan assets	$	75	$	75	$	—	$	—

⁽¹⁾	As of December 31, 2012, this balance is held entirely in cash and cash equivalents due to a transition between investment advisors effective January 2013 and will be invested in accordance with the target allocations approved by NASDAQ OMX’s Pension and 401(k) Committee.

⁽²⁾	See Note 15, “Fair Value of Financial Instruments,” for further discussion of fair value measurements.

The expected rate of return on plan assets for the NASDAQ OMX Benefit 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 determined based on asset classes held and weighted based on the current target allocation for each class. Over the long term, our investments in equity securities are expected to return between 6% and 8%, investments in fixed income securities are expected to return between 3% and 4%, other investment strategies are expected to return between 5% and 6%, and cash is expected to return between 1% and 2%. While we considered the NASDAQ OMX Benefit Plans’ recent performance and other economic growth and inflation factors, which are supported by long-term historical data, the return expectations for each of these asset categories represents a long-term prospective return. Based on historical experience, the NASDAQ OMX Pension and 401(k) Committee expects that the plans’ asset managers overall will provide a modest (1% per annum) premium to their respective market benchmark indexes.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss), as of December 31, 2012, consisted of the following amounts that have yet to be recognized in net periodic benefit costs for the NASDAQ OMX Benefit Plans:


	Pension			SERP			Post- retirement			Total
	(in millions)
Unrecognized net actuarial gain/(loss)	$	(45	)	$	(5	)	$	7		$	(43	)
Income tax benefit		19			2			(3	)		18

Employee benefit plan adjustments, net of tax	$	(26	)	$	(3	)	$	4		$	(25	)

Estimated Future Benefit Payments

We expect to make the following benefit payments to participants in the next ten fiscal years under the NASDAQ OMX Benefit Plans:


	Pension		SERP		Post- retirement		Total
	(in millions)
Fiscal year ended:
2013	$	4	$	8	$	1	$	13
2014		4		2		1		7
2015		4		3		—		7
2016		5		2		—		7
2017		4		5		—		9
2018 through 2022		25		8		1		34

	$	46	$	28	$	3	$	77

Non—U.S. Benefit Plans

Most employees outside the U.S. are covered by local retirement plans or by applicable social laws. Benefits under social laws are generally expensed in the periods in which the costs are incurred. These costs are included in compensation and benefits expense in the Consolidated Statements of Income and were $18 million in 2012, $14 million in 2011 and $13 million in 2010.

As part of the acquisition of certain subsidiaries of Nord Pool, we assumed the obligation for several pension plans providing benefits for these employees. Employees covered under these pension plans are entitled to defined future pension benefits based on the number of years of employment and pay at retirement age. The measurement date of the plan obligations is December 31. The projected benefit obligation was $12 million at December 31, 2012 and $15 million at December 31, 2011. The fair value of the plan assets was $9 million at December 31, 2012 and $7 million at December 31, 2011. The underfunded status of the plans was $3 million at December 31, 2012 and $8 million at December 31, 2011, and was included in other non-current liabilities in the Consolidated Balance Sheets. The benefit cost for these plans was immaterial in 2012, $2 million in 2011 and $1 million in 2010.

U.S. Defined Contribution Savings Plan

We sponsor a voluntary defined contribution savings plan, or 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 4.0% of eligible employee contributions. Savings plan expense included in compensation and benefits expense in the Consolidated Statements of Income was $5 million in 2012 and $4 million in both 2011 and 2010.

We have a profit-sharing contribution feature to our 401(k) plan which allows eligible U.S. employees to receive employer retirement contributions, or ERCs, when we meet our annual corporate goals. In addition, we have a supplemental ERC for select highly compensated employees whose ERCs are limited by the annual Internal Revenue Service compensation limit. ERC expense recorded in compensation and benefits expense in the Consolidated Statements of Income was $5 million in both 2012 and 2011 and $4 million in 2010.

Employee Stock Purchase Plan

We have an ESPP under which approximately 3.3 million shares of our common stock have been reserved for future issuance as of December 31, 2012.

Our ESPP allows eligible U.S. and non-U.S. employees to purchase a limited number of shares of our common stock at six-month intervals, called offering periods, at 85.0% of the lower of the fair market value on the first or the last day of each offering period. The 15.0% discount given to our employees is included in compensation and benefits expense in the Consolidated Statements of Income.

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. During 2012, employees purchased 289,923 shares at a weighted-average price of $19.34, during 2011, employees purchased 246,850 shares at a weighted-average price of $20.64 and during 2010, employees purchased 242,865 shares at a weighted-average price of $15.08 under the ESPP. We recorded compensation expense of $2 million in 2012 and $1 million in both 2011 and 2010 for the 15.0% discount that is given to our employees.

The entire disclosure for pension and other postretirement benefits.

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+ Details

Share-Based Compensation

12 Months Ended

Dec. 31, 2012

Share-Based Compensation

12. Share-Based Compensation

We have a share-based compensation program that provides our board of directors broad discretion in creating employee equity incentives. Share-based awards, or equity awards, granted under this program include stock options, restricted stock, and PSUs. Grants of equity awards are designed to reward employees for their long-term contributions and provide incentives for them to remain with us. For accounting purposes, we consider PSUs to be a form of restricted stock.

Restricted stock is generally time-based and vests over three—to five-year periods beginning on the date of the grant. Stock options are also generally time-based and expire ten years from the grant date. Stock option and restricted stock awards generally include performance-based accelerated vesting features based on achievement of specific levels of corporate performance. If NASDAQ OMX exceeds the applicable performance parameters, the grants vest on the third anniversary of the grant date, if NASDAQ OMX meets the applicable performance parameters, the grants vest on the fourth anniversary of the grant date, and if NASDAQ OMX does not meet the applicable performance parameters, the grants vest on the fifth anniversary of the grant date.

PSUs are based on performance measures that impact the amount of shares that each recipient will receive upon vesting. PSUs are granted at the fair market value of our stock on the grant date and compensation cost is recognized over the performance period and, in certain cases, an additional vesting period. For each grant of PSUs, an employee may receive from 0% to 150% of the target amount granted, depending on the achievement of performance measures. We report the target number of PSUs granted, unless we have determined that it is more likely than not, based on the actual achievement of performance measures, that an employee will receive a different amount of shares underlying the PSUs, in which case we report the amount of shares the employee is likely to receive.

In March 2012, our board of directors approved a new performance-based long-term incentive program for our chief executive officer, executive vice presidents and senior vice presidents that focuses on total shareholder return, or TSR. This program represents 100% of our chief executive officer’s and executive vice presidents’ long-term stock-based compensation and 50% of our senior vice presidents’ long-term stock-based compensation. Under the program, each individual receives PSUs with a three-year cumulative performance period. Performance will be determined by comparing NASDAQ OMX’s TSR to two peer groups, each weighted 50%. The first peer group consists of 13 exchange companies, and the second peer group consists of all companies in the Standard & Poor 500 Index, or S&P 500. NASDAQ OMX’s relative performance ranking against each of these groups will determine the final number of shares delivered to each individual under the program. The payout under this program will be between 0% and 200% of the number of PSUs granted and will be determined by NASDAQ OMX’s overall performance against both peer groups. However, if NASDAQ OMX’s TSR is negative for the three-year performance period, regardless of TSR ranking, the payout will not exceed 100% of the number of PSUs granted. We estimate the fair value of PSU’s granted under the TSR program using the Monte Carlo simulation model, as these awards contain a market condition. The following weighted-average assumptions were used to determine the weighted-average fair values of the PSU awards granted under the TSR program for the year ended December 31, 2012:


	Year Ended December 31, 2012
Weighted-average risk free interest rate		0.34	%
Expected volatility⁽¹⁾		32.91	%
Dividend yield		2.08	%
Weighted-average fair value at grant date	$	22.50

⁽¹⁾	We use historic volatility for PSU awards issued under the TSR program, as implied volatility cannot be used when simulating multivariate prices for companies in the S&P 500.

Stock Option Exchange Program

In May 2010, NASDAQ OMX shareholders approved a proposal to allow for a one-time voluntary stock option exchange program, designed to provide eligible employees an opportunity to exchange some or all of their eligible underwater stock options for a lesser amount of replacement stock options to be granted with a lower exercise price and a longer vesting period. Participants in the program were entitled to receive one replacement option for each 1.4 eligible options exchanged. Stock options eligible for the exchange were granted on or after January 1, 2006 and on or before June 30, 2008 with an exercise price greater than $30.00. The program commenced on July 7, 2010 and expired on August 3, 2010. A total of 0.8 million eligible stock options were tendered by employees, representing 90% of the total stock options eligible for exchange. On August 3, 2010, we granted 0.6 million new replacement stock options with an exercise price of $20.04, which was equal to the closing price of our common stock on that date. The replacement options were subject to a new vesting schedule with vesting occurring ratably in three equal annual installments on August 3, 2011 through August 3, 2013 and have a term of seven years. No incremental stock option expense was recognized for the replacement options as the fair value of the replacement options did not exceed the fair value of the exchanged options.

Summary of 2012 Equity Awards

In May 2012, we granted restricted stock to most active employees. The restricted stock granted included a performance-based accelerated vesting feature based on achievement of specific levels of corporate performance, as described above. In 2012, we achieved the applicable performance parameters, and therefore, we will continue to expense the grant over the four-year vesting period.

During 2012, certain executive officers received grants of 1,072,446 PSUs. Of these PSUs granted, 701,470 units are subject to the performance measure and vesting schedule under the TSR program discussed above and the remaining 370,976 units are subject to a one year performance period and generally vest ratably on an annual basis from December 31, 2013 through December 31, 2015.

During 2011, certain grants of PSUs with a one-year performance period exceeded the applicable performance parameters. As a result, an additional 251,224 units were considered granted during 2012. In addition, certain grants of PSUs issued in 2009 with a three-year performance period exceeded the applicable performance parameters. As a result, an additional 40,000 units were considered granted in February 2012.

Summary of 2011 Equity Awards

In March 2011, we granted non-qualified stock options and/or restricted stock to most active employees. Both the stock options and restricted stock granted included a performance-based accelerated vesting feature based on achievement of specific levels of corporate performance, as described above. In 2011, we exceeded the applicable performance parameters, and therefore, we will expense the grant over a three-year vesting period.

During 2011, certain officers received grants of a target amount of 632,368 PSUs. Of these PSUs granted, 100,000 units are subject to a three-year performance period and vest at the end of the performance period. The remaining 532,368 units were subject to a one-year performance period and generally will vest ratably on an annual basis from December 31, 2012 through December 31, 2014.

See “Summary of Stock Option Activity” and “Summary of Restricted Stock and PSU Activity” below for further discussion.

Summary of 2010 Equity Awards

In March 2010, we granted non-qualified stock options and/or restricted stock to most active employees. Both the stock options and restricted stock granted included a performance-based accelerated vesting feature based on achievement of specific levels of corporate performance, as described above. In 2010, we achieved the applicable performance parameters, and therefore, we will continue to expense the grant over the four-year vesting period.

In 2010, certain officers received grants of 629,743 PSUs. Of these PSUs granted, 80,000 units were subject to a three-year performance period and vest at the end of the period. The remaining 549,743 units were subject to a one-year performance period and generally vest ratably on an annual basis from December 31, 2011 through December 31, 2013. During 2010, certain grants exceeded the applicable performance parameters for the one-year performance PSUs. As a result, an additional 19,142 units were considered granted in February 2011.

Common Shares Available Under Our Equity Plan

As of December 31, 2012, we had approximately 4.1 million shares of common stock authorized for future issuance under our Equity Plan.

Summary of Share-Based Compensation Expense

The following table shows the total share-based compensation expense resulting from equity awards and the 15.0% discount for the ESPP for the years ended December 31, 2012, 2011 and 2010 in the Consolidated Statements of Income:


	Year Ended December 31,
	2012			2011			2010
	(in millions)
Share-based compensation expense before income taxes	$	46		$	36		$	33
Income tax benefit		(18	)		(14	)		(13	)

Share-based compensation expense after income taxes	$	28		$	22		$	20

We estimated the fair value of stock option awards using the Black-Scholes valuation model with the following assumptions:


	Year Ended December 31,
	2012⁽¹⁾		2011			2010
Expected life (in years)		—		5			5
Weighted-average risk free interest rate		—		2.16	%		2.03	%
Expected volatility		—		27.0	%		32.0	%
Dividend yield		—		—			—
Weighted-average fair value at grant date	$	—	$	7.06		$	6.30

⁽¹⁾	No stock option awards were granted during the year ended December 31, 2012.

Our computation of expected life was based on historical exercise patterns. The 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. Our computation of expected volatility was based on a market-based implied volatility. In June, September, and December of 2012, we paid quarterly cash dividends of $0.13 per share on our outstanding common stock. Prior to the June 2012 dividend, it was not our policy to declare or pay cash dividends on our common stock.

Summary of Stock Option Activity

A summary of stock option activity for the years ended December 31, 2012, 2011 and 2010 is as follows:


	Stock Options Outstanding
	Number of Stock Options			Weighted- Average Exercise Price
Outstanding at December 31, 2009		10,206,871		$	18.18
Granted⁽¹⁾		1,855,979			19.87
Exercised		(708,731	)		9.23
Forfeited or expired		(395,148	)		29.87
Stock option exchange program⁽²⁾		(846,129	)		38.96

Outstanding at December 31, 2010		10,112,842		$	16.92
Granted⁽¹⁾		1,267,430			25.28
Exercised		(1,030,721	)		9.68
Forfeited or expired		(425,516	)		26.85

Outstanding at December 31, 2011		9,924,035		$	18.33
Exercised		(2,051,066	)		7.37
Forfeited or expired		(327,192	)		23.41

Outstanding at December 31, 2012		7,545,777		$	21.10

⁽¹⁾

Stock options granted in 2011 and 2010 primarily reflect our company-wide equity grants issued in March 2011 and 2010, which include a performance-based accelerated vesting feature based on achievement of specific levels of corporate performance, as described above. Stock options granted in 2010 also include the issuance of replacement stock options in connection with our stock option exchange program. See “Stock Option Exchange Program” above for further discussion.

⁽²⁾	Represents stock options tendered in our stock option exchange program. See “Stock Option Exchange Program” above for further discussion.

We received net cash proceeds of $15 million from the exercise of approximately 2,051,066 stock options for the year ended December 31, 2012, received net cash proceeds of $10 million from the exercise of approximately 1,030,721 stock options for the year ended December 31, 2011, and received net cash proceeds of $7 million from the exercise of approximately 708,731 stock options for the year ended December 31, 2010. We present excess tax benefits from the exercise of stock options, if any, as financing cash flows.

The following table summarizes significant ranges of outstanding and exercisable stock options as of December 31, 2012:


Range of Exercise Prices	Number of Stock Options		Weighted- Average Remaining Contractual Term (in years)		Weighted- Average Exercise Price		Aggregate Intrinsic Value (in millions)		Number Exercisable		Weighted- Average Remaining Contractual Term (in years)		Weighted- Average Exercise Price		Aggregate Intrinsic Value (in millions)
$6.15 — $19.69		1,986,331		1.43	$	7.66	$	34		1,906,464		1.21	$	7.17	$	34
$19.70 — $25.01		2,381,434		6.87		20.52		11		1,258,206		6.59		20.97		5
$25.02 — $35.91		1,905,297		7.10		25.30		—		848,162		5.80		25.31		—
$35.92 — $45.59		1,272,715		3.98		36.88		—		1,272,715		3.98		36.88		—

Total		7,545,777		5.01	$	21.10	$	45		5,285,547		3.90	$	20.52	$	39

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, 2012 of $24.99 and the exercise price, times the number of shares) based on stock options with an exercise price less than NASDAQ OMX’s closing price of $24.99 as of December 31, 2012, 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, 2012 was 3.2 million. As of December 31, 2011, 5.8 million outstanding stock options were exercisable and the weighted-average exercise price was $15.02.

Total fair value of stock options vested was $11 million for the year ended December 31, 2012 and $6 million for the year ended December 31, 2011. The total pre-tax intrinsic value of stock options exercised was $35 million during 2012, $15 million during 2011 and $8 million during 2010.

At December 31, 2012, $5 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 1.2 years.

Summary of Restricted Stock and PSU Activity

The following table summarizes our restricted stock and PSU activity for the years ended December 31, 2012, 2011 and 2010:


	Restricted Stock					PSUs
	Number of Awards			Weighted- Average Grant Date Fair Value		Number of Awards			Weighted- Average Grant Date Fair Value
Unvested balances at December 31, 2009		2,208,748		$	27.48		552,682		$	31.59
Granted		1,223,921	⁽²⁾		19.80		714,328	⁽¹⁾		20.31
Vested		(459,759	)		39.89		(120,000	)		33.19
Forfeited		(213,819	)		26.87		(48,381	)		27.79

Unvested balances at December 31, 2010		2,759,091		$	22.00		1,098,629		$	24.25
Granted		1,393,373	⁽²⁾		25.31		651,510	⁽¹⁾		25.14
Vested		(353,235	)		24.26		(279,447	)		28.70
Forfeited		(427,896	)		22.28		(155,512	)		27.94

Unvested balances at December 31, 2011		3,371,333		$	23.10		1,315,180		$	23.33
Granted		1,478,855	⁽²⁾		23.62		1,363,670	⁽¹⁾		23.28
Vested		(1,295,030	)		23.39		(702,486	)		23.74
Forfeited		(350,970	)		23.29		(96,565	)		23.30

Unvested balances at December 31, 2012		3,204,188		$	23.20		1,879,799		$	23.14

⁽¹⁾	PSUs granted in 2012, 2011 and 2010 primarily reflect awards issued to certain officers, as described above.

⁽²⁾	Restricted stock granted in 2012, 2011 and 2010 primarily reflect our company wide grants, which include a performance-based accelerated vesting feature based on achievement of specific levels of corporate performance, as described above.

At December 31, 2012, $62 million of total unrecognized compensation cost related to restricted stock and PSUs is expected to be recognized over a weighted-average period of 1.7 years.

NASDAQ OMX Stockholders' Equity

Tabular disclosure of components of a stock option or other award plan under which equity-based compensation is awarded to employees, typically comprised of the amount of unearned compensation (deferred compensation cost), compensation expense, and changes in the quantity and fair value of the shares (or other type of equity) granted, exercised, forfeited, and issued and outstanding pertaining to that plan. Disclosure may also include nature and general terms of such arrangements that existed during the period and potential effects of those arrangements on shareholders, effect of compensation cost arising from equity-based payment arrangements on the income statement, method of estimating the fair value of the goods or services received, or the fair value of the equity instruments granted, during the period, cash flow effects resulting from equity-based payment arrangements and, for registrants that accelerate vesting of out of the money share options, reasons for the decision to accelerate.

+ References+ Details

NASDAQ OMX Stockholders' Equity

12 Months Ended

Dec. 31, 2012

13. NASDAQ OMX Stockholders’ Equity

Common Stock

At December 31, 2012, 300,000,000 shares of our common stock were authorized, 213,426,908 shares were issued and 165,605,838 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 OMX common stock. This limitation does not apply to persons exempted from this limitation by our board of directors prior to the time such person owns more than 5.0% of the then-outstanding shares of NASDAQ OMX common stock.

Common Stock in Treasury, at Cost

We held 47,821,070 shares of common stock in treasury as of December 31, 2012 and 39,845,172 shares as of December 31, 2011. The increase during the year ended December 31, 2012 was primarily due to our share repurchase program, partially offset by shares of common stock in treasury reissued under our share-based compensation program. See “Share Repurchase Programs and Share Repurchase from Borse Dubai” below for further discussion of our share repurchase programs and Note 12, “Share-Based Compensation,” for further discussion of our share-based compensation program.

Share Repurchase Programs and Share Repurchase from Borse Dubai

In the fourth quarter of 2011, our board of directors approved a share repurchase program authorizing NASDAQ OMX to repurchase in the aggregate up to $300 million of our outstanding common stock. In the third quarter of 2012, our board of directors authorized the repurchase of up to an additional $300 million of our outstanding common stock. 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 funded from existing cash balances. The share repurchase program may be suspended, modified or discontinued at any time.

During the fourth quarter of 2011, we repurchased 3,983,481 shares of our common stock at an average price of $25.10, for an aggregate purchase price of $100 million. During 2012, we repurchased 11,544,457 shares of our common stock at an average price of $23.82, for an aggregate purchase price of $275 million, completing the share repurchase program authorized in the fourth quarter of 2011. The shares repurchased under the share repurchase program are available for general corporate purposes. As of December 31, 2012, the remaining amount for share repurchases under the program authorized in the third quarter of 2012 was $225 million.

Under the share repurchase program authorized by our board of directors during 2010, we were authorized to repurchase up to $550 million of our outstanding common stock. During 2010, we repurchased 15,050,647 shares of our common stock at an average price of $19.95, for an aggregate purchase price of $300 million. In December 2010, our board of directors also approved the repurchase of 22,781,000 shares of our common stock from Borse Dubai for $21.82 per share for an aggregate purchase price of approximately $497 million. The share repurchase from Borse Dubai expanded, accelerated and completed this share repurchase program. The shares repurchased under the share repurchase program and from Borse Dubai are available for general corporate purposes.

Other Repurchases of Common Stock

For the year ended December 31, 2012, we repurchased 766,260 shares of our common stock in settlement of employee tax withholding obligations due upon the vesting of restricted stock.

Preferred Stock

Our certificate of incorporation authorizes the issuance of 30,000,000 shares of preferred stock, par value $0.01 per share, issuable from time to time in one or more series. At December 31, 2012 and 2011, 1,600,000 shares of series A convertible preferred stock were issued and none were outstanding.

Cash Dividends on Common Stock

During 2012, our board of directors declared the following cash dividends:


Declaration Date	Dividend Per Common Share		Record Date		Total Amount⁽¹⁾		Payment Date
					(in millions)
April 23, 2012	$	0.13		June 15, 2012	$	22		June 29, 2012
July 25, 2012	$	0.13		September 14, 2012	$	21		September 28, 2012
October 24, 2012	$	0.13		December 14, 2012	$	22		December 28, 2012

⁽¹⁾	These amounts were recorded in retained earnings in the Consolidated Balance Sheets at December 31, 2012.

In January 2013, pursuant to delegated authority, the finance committee of the board of directors declared a regular quarterly cash dividend of $0.13 per share on our outstanding common stock. The dividend is payable on March 28, 2013 to shareholders of record at the close of business on March 14, 2013. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the board of directors.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss is composed of unrealized holding gains and losses on available-for-sale investment securities, foreign currency translation adjustments and employee benefit plan adjustments.

The following table outlines the components of accumulated other comprehensive loss:


	Unrealized Holding Gains on Available-For-Sale Investment Securities		Foreign Currency Translation Adjustments ⁽¹⁾			Employee Benefit Plan Adjustments⁽²⁾			Accumulated Other Comprehensive Loss
Gross balance, December 31, 2011	$	—	$	(527	)	$	(33	)	$	(560	)
Income taxes		1		195			14			210

Net balance, December 31, 2011	$	1	$	(332	)	$	(19	)	$	(350	)

Gross balance, December 31, 2012	$	4	$	(265	)	$	(43	)	$	(304	)
Income taxes		1		100			18			119

Net balance, December 31, 2012	$	5	$	(165	)	$	(25	)	$	(185	)

⁽¹⁾	Amounts include cumulative gains and losses on foreign currency translation adjustments from non-U.S. subsidiaries for which the functional currency is other than the U.S. dollar.

⁽²⁾	Amounts primarily represent unrecognized net actuarial gains (losses) related to the NASDAQ OMX Benefit Plans.

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

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+ Details

Earnings Per Share

12 Months Ended

Dec. 31, 2012

Earnings Per Share

14. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:


	Year Ended December 31,
	2012		2011		2010
	(in millions, except share and per share amounts)
Numerator:
Net income attributable to NASDAQ OMX	$	352	$	387	$	395
Accretion of series A convertible preferred stock		—		—		(1	)

Net income attributable to common shareholders for basic and diluted earnings per share	$	352	$	387	$	394

Denominator:
Weighted-average common shares outstanding for basic earnings per share⁽¹⁾		168,254,653		176,331,819		202,975,623

Weighted-average effect of dilutive securities:
Employee equity awards		4,317,577		3,644,946		3,504,550
3.75% convertible notes assumed converted into common stock		15,640		34,482		34,482

Weighted-average common shares outstanding for diluted earnings per share⁽¹⁾		172,587,870		180,011,247		206,514,655

Basic and diluted earnings per share:
Basic earnings per share	$	2.09	$	2.20	$	1.94

Diluted earnings per share	$	2.04	$	2.15	$	1.91

⁽¹⁾

The decrease in the weighted-average common shares outstanding for basic and diluted earnings per share primarily reflects the weighted-average impact of the share repurchase from Borse Dubai and other purchases related to our share repurchase programs made in 2012, 2011 and 2010. See “Share Repurchase Programs and Share Repurchase from Borse Dubai,” of Note 13, “NASDAQ OMX Stockholders’ Equity,” for further discussion.

Stock options to purchase 7,545,777 shares of common stock and 5,083,987 shares of restricted stock and PSUs were outstanding at December 31, 2012. For the year ended December 31, 2012, we included 4,313,316 of the outstanding stock options and 4,142,097 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.

Stock options to purchase 9,924,035 shares of common stock, 4,686,513 shares of restricted stock and PSUs, and convertible notes convertible into 34,482 shares of common stock were outstanding at December 31, 2011. For the year ended December 31, 2011, we included 6,506,899 of the outstanding stock options and 4,053,698 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.

Stock options to purchase 10,112,842 shares of common stock, 3,857,720 shares of restricted stock and PSUs, and convertible notes convertible into 34,482 shares of common stock were outstanding at December 31, 2010. For the year ended December 31, 2010, we included 4,873,543 of the outstanding stock options and 1,086,998 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.

The 2.50% convertible senior notes are accounted for under the treasury stock method as it is our intent and policy to settle the principal amount of the notes in cash. Based on the settlement structure of the 2.50% convertible senior notes, which permits the principal amount to be settled in cash and the conversion premium to be settled in shares of our common stock or cash, we will reflect the impact of the convertible spread portion of the convertible notes in the diluted calculation using the treasury stock method. For the years ended December 31, 2012, 2011 and 2010, the conversion spread of our 2.50% convertible senior notes was out of the money, and as such, they were properly excluded from the computation of diluted earnings per share.

Fair Value of Financial Instruments

The entire disclosure for earnings per share.

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Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2012

15. Fair Value of Financial Instruments

Fair Value Measurement—Definition and Hierarchy

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants at the measurement date. 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 OMX’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.

The following table presents for each of the above hierarchy levels, our financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2012 and 2011.


	December 31, 2012
	Total		Level 1		Level 2		Level 3
	(in millions)
Financial Assets Measured at Fair Value on a Recurring Basis
Financial investments, at fair value⁽¹⁾	$	223	$	223	$	—	$	—
Default fund investments⁽²⁾		175		175		—		—

Total	$	398	$	398	$	—	$	—


	December 31, 2011
	Total		Level 1		Level 2		Level 3
	(in millions)
Financial Assets Measured at Fair Value on a Recurring Basis
Derivative positions, at fair value⁽³⁾	$	1,566	$	—	$	1,566	$	—
Financial investments, at fair value⁽¹⁾		279		279		—		—

Total	$	1,845	$	279	$	1,566	$	—

Financial Liabilities Measured at Fair Value on a Recurring Basis
Derivative positions, at fair value⁽³⁾	$	1,566	$	—	$	1,566	$	—

Total	$	1,566	$	—	$	1,566	$	—

⁽¹⁾

Primarily comprised of trading securities, mainly Swedish government debt securities, of $201 million as of December 31, 2012 and $261 million as of December 31, 2011. Of these securities, $134 million as of December 31, 2012 and $212 million as of December 31, 2011 are restricted assets to meet regulatory capital requirements primarily for clearing operations at NASDAQ OMX Nordic Clearing. This balance also includes our available-for-sale investment security in DFM of $22 million as of December 31, 2012 and $18 million as of December 31, 2011. See Note 6, “Investments,” for further discussion of our trading investment securities and available-for-sale investment security.

⁽²⁾

In March 2012, NASDAQ OMX Nordic Clearing implemented member sponsored default funds. Default fund contributions may include cash contributions which can be invested by NASDAQ OMX Nordic Clearing, in accordance with its investment policy, either in highly rated government debt securities or reverse repurchase agreements with highly rated government debt securities as collateral. As of December 31, 2012, $175 million of cash contributions have been invested in highly rated government debt securities. See Note 16, “Clearing Operations,” for further discussion of default fund contributions.

⁽³⁾

Prior to the new clearing structure, discussed in Note 16, “Clearing Operations,” these amounts represented net amounts associated with our clearing operations in the derivative markets with NASDAQ OMX Nordic Clearing. Receivables and payables attributable to outstanding derivative positions were netted to the extent that such a legal offset right existed and, at the same time, that it was NASDAQ OMX Nordic Clearing’s intention to settle these items. See “Derivative Positions, at Fair Value and Resale and Repurchase Agreements, at Contract Value Prior to March 2012,” of Note 16, “Clearing Operations,” for further discussion. The new clearing structure significantly changed the nature and extent of the risk of loss to NASDAQ OMX Nordic Clearing in the event of a member default. Since the risk of loss will now be shared amongst clearing members, beginning in March 2012, we no longer record these derivative positions in the Consolidated Balance Sheets.

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, non-current restricted cash, accounts payable and accrued expenses, Section 31 fees payable to SEC, accrued personnel costs, and certain other current liabilities.

In addition, our investment in LCH is carried at cost. See “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 $2.1 billion at December 31, 2012 and $2.2 billion at December 31, 2011. 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.”

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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-Name Accounting Standards Codification

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-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 107

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-Subparagraph a, b

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+ Details

Clearing Operations

12 Months Ended

Dec. 31, 2012

Clearing Operations

16. Clearing Operations

Nordic Clearing

NASDAQ OMX Nordic Clearing is authorized and supervised as a European 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, physical power, power derivatives, carbon derivatives, and resale and repurchase contracts.

Through our clearing operations in the financial markets, which include the resale and repurchase market, and the commodities markets, NASDAQ OMX Nordic Clearing is the legal counterparty for, and guarantees the fulfillment of, each contract cleared. These contracts are not used by NASDAQ OMX Nordic Clearing for the purpose of trading on its own behalf. As the legal counterparty of each transaction, NASDAQ OMX Nordic Clearing bears the counterparty risk between the purchaser and seller in the contract. In its guarantor role, NASDAQ OMX Nordic Clearing has precisely equal and offsetting claims to and from clearing members on opposite sides of each contract, standing as an intermediary on every contract cleared. In accordance with the rules and regulations of NASDAQ OMX Nordic Clearing, clearing members’ open positions are aggregated to create a single portfolio for which default fund and margin collateral requirements are calculated. See “Default Fund Contributions” and “Margin Collateral” below for further discussion of NASDAQ OMX Nordic Clearing’s default fund and margin requirements.

In anticipation of new regulations proposed by EMIR, NASDAQ OMX Nordic Clearing implemented three member sponsored default funds in March 2012: one related to financial markets, one related to commodities markets, and a mutualized fund. Under this new regulatory structure, NASDAQ OMX Nordic Clearing and its clearing members must contribute to the total regulatory capital related to the clearing operations of NASDAQ OMX Nordic Clearing. This structure applies an initial separation of default fund contributions for the financial and commodities markets in order to create a buffer for each market’s counterparty risks. Simultaneously, a mutualized default fund provides capital efficiencies to NASDAQ OMX Nordic Clearing with regard to total regulatory capital required. See “Default Fund Contributions” below for further discussion of NASDAQ OMX Nordic Clearing’s default fund. Power of assessment and a liability waterfall also have been implemented in anticipation of the new regulations. See “Power of Assessment” and “Liability Waterfall” below for further discussion. These new requirements ensure the alignment of risk between NASDAQ OMX Nordic Clearing and its clearing members.

Prior to March 2012, NASDAQ OMX Nordic Clearing did not maintain a default fund to which clearing members contributed capital and did not enforce loss sharing assessments amongst members. Therefore, in a default situation where the capital provided by the defaulting member was insufficient to cover its losses, only NASDAQ OMX Nordic Clearing’s own risk-bearing capital was at risk and not that of the non-defaulting members. See “Derivative Positions, at Fair Value and Resale and Repurchase Agreements, at Contract Value Prior to March 2012” below for further discussion.

Default Fund Contributions

Contributions made to the default funds are proportional to the exposures of each clearing member. When a clearing member is active in both the financial and commodities markets, contributions must be made to both markets’ default funds. Clearing members’ eligible contributions may include cash and non-cash contributions. Cash contributions received are invested by NASDAQ OMX Nordic Clearing, in accordance with its investment policy, either in highly rated government debt securities or reverse repurchase agreements with highly rated government debt securities as collateral. 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 OMX Nordic Clearing. Non-cash contributions are pledged assets that are not recorded in the Consolidated Balance Sheets as NASDAQ OMX Nordic 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. Pursuant to clearing member agreements, we pay interest on cash deposits to clearing members. Assets pledged are held at a nominee account in NASDAQ OMX Nordic Clearing’s name for the benefit of the clearing members and are immediately accessible by NASDAQ OMX Nordic Clearing in the event of a default.

As of December 31, 2012, clearing member default fund contributions were as follows:


	December 31, 2012
	Cash Contributions⁽¹⁾		Non-Cash Contributions		Total Contributions
	(in millions)
Default fund contributions	$	176	$	19	$	195

⁽¹⁾	As of December 31, 2012, in accordance with its investment policy, NASDAQ OMX Nordic Clearing has invested $175 million of cash contributions in highly rated government debt securities. The remaining balance of $1 million is held in cash.

In addition to clearing members’ required contributions to the default funds, NASDAQ OMX Nordic Clearing is also required to contribute capital to the default funds as specified under its clearinghouse rules. As of December 31, 2012, NASDAQ OMX Nordic Clearing committed capital totaling $113 million to the member sponsored default funds, in the form of government debt securities, which are recorded as financial investments, at fair value in the Consolidated Balance Sheets. The combined regulatory capital of the clearing members and NASDAQ OMX Nordic Clearing will serve to secure the obligations of a clearing member and may be used to cover losses sustained by a clearing member in the event of a default.

Other Capital Contributions by NASDAQ OMX Nordic Clearing

NASDAQ OMX Nordic Clearing maintains a $93 million credit facility which may be utilized in certain situations to satisfy regulatory requirements. As of December 31, 2012, NASDAQ OMX Nordic Clearing committed $9 million of this credit facility to satisfy its regulatory requirements under its default fund structure, none of which was utilized.

Margin Collateral

NASDAQ OMX Nordic Clearing requires all clearing members to provide collateral, which may consist of cash and eligible securities, in a pledged bank account and/or an on-demand guarantee, 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 as needed, which is in addition to the initial margin. All collateral is maintained at a third-party custodian bank for the benefit of the clearing members and is immediately accessible by NASDAQ OMX Nordic Clearing in the event of a default. The 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. Clearing members’ pledged margin collateral was $6.3 billion as of December 31, 2012 and $5.0 billion as of December 31, 2011.

NASDAQ OMX Nordic Clearing marks to market all outstanding contracts at least daily, requiring payment from clearing members whose positions have lost value and making payments to clearing members whose positions have gained 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 OMX Nordic Clearing the ability to mitigate the risk of a clearing member defaulting due to exceptionally large losses. In the event of a default, NASDAQ OMX Nordic Clearing can access the defaulting member’s margin deposits to cover the defaulting member’s losses.

In the first half of 2013, NASDAQ OMX Nordic Clearing will implement a new collateral process. NASDAQ OMX Nordic Clearing will maintain all cash deposits related to margin collateral and will record these cash deposits in default funds and margin deposits in the Consolidated Balance Sheets as both a current asset and a current liability, as NASDAQ OMX Nordic Clearing will assume the risks and rewards of collateral ownership. In addition to cash, clearing members may also contribute eligible pledged assets consisting of highly rated government debt securities that must meet the specific criteria approved by NASDAQ OMX Nordic Clearing and/or an on-demand guarantee. These pledged assets will not be recorded in our Consolidated Balance Sheets as NASDAQ OMX Nordic Clearing will not take legal ownership of these assets as the risks and rewards will remain with the clearing members. Assets pledged will be held at a nominee account in NASDAQ OMX Nordic Clearing’s name for the benefit of the clearing members and will be immediately accessible by NASDAQ OMX Nordic Clearing in the event of a default.

Regulatory Capital and Risk Management Calculations

NASDAQ OMX Nordic Clearing manages risk through a comprehensive counterparty risk management framework, which is comprised of policies, procedures, standards and resources. The level of regulatory capital is determined in accordance with NASDAQ OMX Nordic 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 OMX Nordic Clearing is the legal counterparty for each contract traded and thereby guarantees the fulfillment of each contract. NASDAQ OMX Nordic Clearing accounts for this guarantee as a performance guarantee. We determine the fair value of the performance guarantee by considering daily settlement of contracts and other margining and default fund requirements, the risk management program, historical evidence of default payments, and the estimated probability of potential default payouts. The calculation is determined using proprietary risk management software that simulates gains and losses based on historical market prices, extreme but plausible market scenarios, volatility and other factors present at that point in time for those particular unsettled contracts. Based on this analysis, the estimated liability was nominal and no liability was recorded as of December 31, 2012.

The market value of derivative contracts outstanding prior to netting was as follows:


	December 31, 2012
	(in millions)
Commodity forwards and options^(1) (2)	$	1,116
Fixed-income options and futures^(2) (3)		182
Stock options and futures^(2) (3)		173
Index options and futures^(2) (3)		96

Total	$	1,567

⁽¹⁾	We determined the fair value of our forward contracts using standard valuation models that were based on market-based observable inputs including LIBOR rates and the spot price of the underlying instrument.

⁽²⁾	We determined the fair value of our 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.

⁽³⁾	We determined the fair value of our futures contracts based upon quoted market prices and average quoted market yields.

The total number of derivative contracts cleared through NASDAQ OMX Nordic Clearing for the year ended December 31, 2012 was as follows:


	Number of Cleared Contracts
Commodity forwards and options⁽¹⁾		879,737
Fixed-income options and futures		32,915,646
Stock options and futures		29,480,517
Index options and futures		42,262,577

Total		105,538,477

⁽¹⁾	The total volume in cleared power related to commodity contracts was 1,703 Terawatt hours (TWh).

The contract value of resale and repurchase agreements as of December 31, 2012 was $5.5 billion and the total number of contracts cleared for the year ended December 31, 2012 was 3,601,969.

Power of Assessment

To further strengthen the contingent financial resources of the clearinghouse, NASDAQ OMX Nordic 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% of the clearing member’s aggregate contribution to the financial market’s and commodities market’s 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 OMX Nordic Clearing, which totaled $15 million at December 31, 2012;

•

specific market default fund where the loss occurred, either financial or commodities market, which includes capital contributions of both the clearing members and NASDAQ OMX Nordic Clearing on a pro-rata basis;

•

senior capital contributed by NASDAQ OMX Nordic Clearing, calculated in accordance with clearinghouse rules to be $23 million at December 31, 2012; and

•

mutualized default fund, which includes capital contributions of both the clearing members and NASDAQ OMX Nordic Clearing on a pro-rata basis.

If additional funds are needed after utilization of the mutualized default fund, then NASDAQ OMX Nordic 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.

Derivative Positions, at Fair Value and Resale and Repurchase Agreements, at Contract Value Prior to March 2012

The new clearing structure, discussed above, significantly changed the nature and extent of the risk of loss to NASDAQ OMX Nordic Clearing in the event of a member default. Since the full risk of loss to NASDAQ OMX Nordic Clearing is now shared amongst clearing members, we no longer record derivative positions or resale and repurchase agreements in the Consolidated Balance Sheets.

Our derivative positions, at fair value in the Consolidated Balance Sheets were $1,566 million at December 31, 2011. The following table presents the fair value of our outstanding derivative positions at December 31, 2011 prior to netting:


	December 31, 2011
	Asset		Liability
	(in millions)
Commodity forwards and options^(1) (2)	$	1,152	$	1,152
Fixed-income options and futures^(2) (3)		272		272
Stock options and futures^(2) (3)		197		197
Index options and futures^(2) (3)		137		137

Total	$	1,758	$	1,758

⁽¹⁾	We determined the fair value of our forward contracts using standard valuation models that were based on market-based observable inputs including LIBOR rates and the spot price of the underlying instrument.

⁽²⁾	We determined the fair value of our 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.

⁽³⁾	We determined the fair value of our futures contracts based upon quoted market prices and average quoted market yields.

Our resale and repurchase agreements, at contract value in the Consolidated Balance Sheets were $3,745 million at December 31, 2011. The resale and repurchase agreements were recorded at their contractual amounts plus interest which approximated fair value, as the fair value of these items was not materially sensitive to shifts in market interest rates primarily due to the short-term nature of these instruments. The resale and repurchase agreements generally mature in less than 30 days. For the margin collateral process, see “Margin Collateral” above.

NOS Clearing

In July 2012, we acquired NOS Clearing. NOS Clearing is a leading Norway-based clearinghouse primarily for OTC traded derivatives for the freight market and seafood derivative market. NOS Clearing acts as the CCP with a clearinghouse license from the Norwegian Ministry of Finance and is under supervision of the Financial Supervisory Authority of Norway.

Through its clearing operations, NOS Clearing is the legal counterparty for, and guarantees the fulfillment of, each contract cleared. These contracts are not used by NOS Clearing for the purpose of trading on its own behalf. As the legal counterparty of each transaction, NOS Clearing bears the counterparty risk between the purchaser and seller in the contract. In its guarantor role, NOS Clearing has precisely equal and offsetting claims to and from clearing members on opposite sides of each contract, standing as an intermediary on every contract cleared. In accordance with the rules and regulations of NOS Clearing, clearing members’ open positions are aggregated to create a single portfolio for which margin collateral requirements are calculated. As of December 31, 2012, the market value of derivative contracts outstanding, prior to netting, was $32 million. The total number of derivative contracts cleared through NOS Clearing for the year ended December 31, 2012 was 1,778,414.

NOS Clearing has implemented member sponsored default funds for its markets. Under this structure, NOS Clearing and its clearing members must contribute to the total regulatory capital related to the clearing operations of NOS Clearing. A liability waterfall has also been implemented, which helps to ensure the alignment of risk between NOS Clearing and its clearing members in the event of default.

As of December 31, 2012, NOS Clearing committed capital to the default funds in the form of cash totaling $45 million. This committed capital is reflected as restricted cash in the Consolidated Balance Sheets. Clearing members’ pledged default fund contributions and margin collateral totaled $406 million as of December 31, 2012 and is not recorded in our Consolidated Balance Sheets as all risks and rewards of collateral ownership, including interest, belong to the counterparty.

U.S. Clearing

Similar to our clearing operations discussed above, NOCC, through riskless principal trading and clearing, is the legal counterparty for each customer position traded and NOCC thereby guarantees the fulfillment of each of their customer’s transactions.

We require market participants at NOCC to meet certain minimum financial standards to mitigate the risk that they become unable to satisfy their obligations and to provide collateral to cover the daily margin call as needed. Customer pledged cash collateral held by NOCC, which was $33 million at December 31, 2012 and $9 million at December 31, 2011, is included in default funds and margin deposits as both a current asset and current liability in the Consolidated Balance Sheets, as the risks and rewards of collateral ownership, including interest income, belongs to NOCC. Additionally, NOCC is the beneficiary of letters of credit from banks meeting certain rating standards, which are posted on behalf of market participants in lieu of posting cash collateral. The aggregate amount of letters of credit in which NOCC is the beneficiary was $101 million at December 31, 2012 and $81 million at December 31, 2011.

As of December 31, 2012 and 2011, NASDAQ OMX has contributed $25 million to the NOCC guarantee fund which is recorded in non-current restricted cash in the Consolidated Balance Sheets.

In August 2012, we sold IDCG to LCH. See “2012 Divestiture,” of Note 4, “Acquisitions and Divestitures,” for further discussion. Prior to the sale of IDCG, we required market participants at International Derivatives Clearinghouse, LLC to meet certain minimum financial standards to mitigate the risk that they become unable to satisfy their obligations and to provide collateral to cover the daily margin call as needed. Clearing member cash contributed to IDCG’s guaranty fund was $8 million at December 31, 2011 and is included in default funds and margin deposits as both a current asset and current liability in the Consolidated Balance Sheets, as the risks and rewards of collateral ownership, including interest income, belonged to IDCG. As of December 31, 2011, NASDAQ OMX had contributed $72 million to the IDCG guarantee fund which was recorded in non-current restricted cash in the Consolidated Balance Sheets.

Leases

12 Months Ended

Dec. 31, 2012

Leases

17. Leases

We lease office space and equipment under non-cancelable operating leases with third parties. Some of our leases contain renewal options and escalation clauses based on increases in property taxes and building operating costs.

As of December 31, 2012, future minimum lease payments under non-cancelable operating leases (net of sublease income) are as follows:


	Gross Lease Commitments		Sublease Income		Net Lease Commitments
	(in millions)
Year ending December 31:
2013	$	76	$	5	$	71
2014		69		5		64
2015		67		3		64
2016		63		3		60
2017		59		1		58
Thereafter		142		10		132

Total future minimum lease payments	$	476	$	27	$	449

Rent expense for operating leases (net of sublease income of $4 million in 2012 and 2011 and $5 million in 2010) was $83 million in 2012, $87 million in 2011 and $78 million in 2010.

Commitments, Contingencies and Guarantees

The entire disclosure for lessee entity's leasing arrangements including, but not limited to, all of the following: (a.) The basis on which contingent rental payments are determined, (b.) The existence and terms of renewal or purchase options and escalation clauses, (c.) Restrictions imposed by lease agreements, such as those concerning dividends, additional debt, and further leasing.

+ References+ Details

Commitments, Contingencies and Guarantees

12 Months Ended

Dec. 31, 2012

18. 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 and default protection related to our clearing businesses. Financial guarantees issued to us totaled $7 million at December 31, 2012 and $4 million at December 31, 2011. At December 31, 2012, credit facilities, which are available in multiple currencies, primarily Swedish Krona, totaled $310 million ($217 million in available liquidity and $93 million to satisfy regulatory requirements), none of which was utilized. At December 31, 2011, these facilities totaled $447 million ($206 million in available liquidity and $241 million to satisfy regulatory requirements), none of which was utilized.

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.

Lease Commitments

We lease some of our office space and equipment under non-cancelable operating leases with third parties and sublease office space to third parties. Some of our lease agreements contain renewal options and escalation clauses based on increases in property taxes and building operating costs.

Other Guarantees

We have provided other guarantees of $18 million as of December 31, 2012 and $17 million as of December 31, 2011. These guarantees are primarily related to obligations for our rental and leasing contracts. In addition, for certain Market Technology contracts, we have provided performance guarantees of $5 million as of December 31, 2012 and $6 million at December 31, 2011 related to the delivery of software technology and support services. We have received financial guarantees from various financial institutions to support the above guarantees.

We also have provided a $25 million guarantee to our wholly-owned subsidiary, NOCC, to cover potential losses in the event of customer defaults, net of any collateral posted against such losses.

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.

Voluntary Accommodation Program

In connection with the initial public offering by Facebook on May 18, 2012, systems issues were experienced at the opening of trading of Facebook shares. Certain of our members may have been disadvantaged by such systems issues, which have subsequently been remedied. We have announced a program for voluntary accommodations to qualifying members of up to $62 million, for which a liability has not been recorded as this program is still subject to approval by the SEC.

Escrow Agreements

In connection with our acquisitions of FTEN, SMARTS, Glide Technologies, and the Index Business of Mergent, Inc., including Indxis, we entered into escrow agreements to secure the payments of post-closing adjustments and to ensure other closing conditions. At December 31, 2012, these escrow agreements provide for future payments of $18 million and are included in other current liabilities and other non-current liabilities in the Consolidated Balance Sheets.

Brokerage Activities

Our broker-dealer subsidiaries, Nasdaq Execution Services and NASDAQ Options Services, provide guarantees to securities clearinghouses and exchanges under their 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’ and NASDAQ Options Services’ maximum potential liability under these arrangements cannot be quantified. However, we believe that the potential for Nasdaq Execution Services and NASDAQ Options 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.

Litigation

In 2012, we became a party to several legal and regulatory proceedings relating to the Facebook IPO that occurred on May 18, 2012. In our most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, we identified several putative class actions in which we were named as a defendant. All but one of those actions are putative national class actions and have been consolidated into a matter pending in the U.S. District Court for the Southern District of New York, under the caption In re Facebook, Inc., IPO Securities and Derivative Litigation, MDL No. 2389. Of the 10 prior actions consolidated under this caption, nine were brought by retail investors seeking damages for alleged negligence, while one was brought by professional proprietary trading firms for alleged violations of Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as amended.

An additional putative class action lawsuit, Zack v. The NASDAQ OMX Group, Inc. and The NASDAQ Stock Market LLC (filed June 26, 2012; re-filed August 7, 2012), alleges negligence and seeks to represent only citizens of the state of New York. Four other lawsuits have been brought by individual investors (filed between June 18, 2012 and October 12, 2012). Those actions also assert claims for negligence, gross negligence, and/or fraud. The Zack action and the individual actions are not consolidated with the putative nationwide class actions, but are being coordinated with them in the Facebook action referenced above.

We also received a demand letter from a member organization, seeking indemnification for alleged losses associated with the Facebook IPO. No complaint has been filed in this matter.

We believe that these lawsuits and the demand are without merit and intend to defend them vigorously. As such, we have not recorded a reserve as it is not probable that a liability has been incurred and the amount of loss cannot be reasonably estimated as of the date of these consolidated financial statements.

In connection with the Facebook matter, the New York Regional Office of the SEC’s Division of Enforcement is conducting an investigation. To date, we have been responding to requests for information, documentation, and witness interviews, and have been cooperating fully in the investigation. We are unable to predict the outcome of this investigation, or its potential impact on us.

Except as disclosed above, we are not currently a party to any litigation or proceeding that we believe could have a material adverse effect on our business, consolidated financial condition, or operating results. However, from time to time, we have been threatened with, or named as a defendant in, lawsuits or involved in regulatory proceedings.

Tax Audits

We are engaged in ongoing discussions and audits with taxing authorities on various tax matters, the resolutions of which are uncertain. Currently, there are matters that may lead to assessments, some of which may not be resolved for several years. Based on currently available information, we believe we have adequately provided for any assessments that could result from those proceedings where it is more likely than not that we will be assessed. We continuously review our positions as these matters progress.

Business Segments

12 Months Ended

Dec. 31, 2012

Business Segments

19. Business Segments

Prior to January 1, 2013, we managed, operated and provided our products and services in three business segments: Market Services, Issuer Services, and Market Technology.

Our Market Services segment consists of our U.S. and European Transaction Services businesses, including Access Services, as well as our Market Data business. These businesses are interrelated because our Market Data business sells and distributes quote and trade information generated by our Transaction Services businesses to market participants and data distributors. Market Services also includes our Broker Services business, which offers technology and customized securities administration solutions to financial participants in the Nordic markets.

Our Issuer Services segment includes our Global Listing Services and Global Index Group businesses. The companies listed on The NASDAQ Stock Market and our Nordic and Baltic exchanges represent a diverse array of industries. This diversity of companies listed on our markets allows us to develop and license NASDAQ OMX branded indexes, associated derivatives, and financial products as part of our Global Index Group. The Global Listing Services business also includes our Corporate Solutions business, which generates revenues through the sale of our shareholder, directors, newswire, and other services.

Our Market Technology business is the world’s leading technology solutions provider and partner to exchanges, clearing organizations and central securities depositories. Our technology business is also the sales channel for our complete global offering to other marketplaces. Market Technology provides technology solutions for trading, clearing, settlement and information dissemination, and also offers facility management integration, surveillance solutions, and advisory services.

Our management allocates resources, assesses performance and manages these businesses as three separate segments. We evaluate the performance of our segments based on several factors, of which the primary financial measure is income before income taxes. Results of individual businesses are presented based on our management accounting practices and our management structure. Certain amounts are allocated to corporate items in our management reports based on the decision that those activities should not be used to evaluate the segment’s operating performance. These amounts include, but are not limited to, amounts related to restructuring actions, mergers, strategic initiatives, long-term asset impairment, and financing activities. See below for further discussion.

The following table presents certain information regarding these operating segments for the years ended December 31, 2012, 2011 and 2010.


	Market Services			Issuer Services		Market Technology		Corporate Items and Eliminations			Consolidated
	(in millions)
2012
Total revenues	$	2,560		$	375	$	184	$	—		$	3,119
Cost of revenues		(1,456	)		—		—		—			(1,456	)

Revenues less transaction rebates, brokerage, clearance and exchange fees		1,104			375		184		—			1,663

Depreciation and amortization		82			11		11		—			104
Net interest expense		57			20		10		—			87
Income (loss) before income taxes		520			105		21		(98	)⁽²⁾		548
Total assets⁽¹⁾		7,100			881		330		821			9,132
Purchases of property and equipment		55			18		14		—			87
2011
Total revenues	$	2,886		$	361	$	183	$	—		$	3,430
Cost of revenues		(1,748	)		—		—		—			(1,748	)

Revenues less transaction rebates, brokerage, clearance and exchange fees		1,138			361		183		—			1,682

Depreciation and amortization		81			10		15		3			109
Net interest expense		73			24		11		—			108
Income (loss) before income taxes		519			118		19		(83	)⁽³⁾		573
Total assets⁽¹⁾		12,145			707		347		892			14,091
Purchases of property and equipment		58			14		14		2			88
2010
Total revenues	$	2,700		$	338	$	152	$	1		$	3,191
Cost of revenues		(1,675	)		—		—		—			(1,675	)

Revenues less transaction rebates, brokerage, clearance and exchange fees		1,025			338		152		1			1,516

Depreciation and amortization		77			17		5		4			103
Net interest expense		63			21		9		—			93
Income (loss) before income taxes		450			119		11		(54	)⁽⁴⁾		526
Total assets⁽¹⁾		14,331			714		415		747			16,207
Purchases of property and equipment		29			4		7		2			42

⁽¹⁾

⁽²⁾	The 2012 corporate items and eliminations primarily include:

•

Costs associated with restructuring charges of $44 million. See Note 3, “Restructuring Charges,” for further discussion;

•

Impairment charges related to acquired intangible assets of $28 million. See “Intangible Asset Impairment Charges” of Note 5, “Goodwill and Purchased Intangible Assets,” for further discussion;

•

A loss on sale of business of $14 million. See “2012 Divestiture,” of Note 4, “Acquisitions and Divestitures,” for further discussion;

•

An other-than-temporary impairment charge related to our equity method investment in EMCF of $12 million. See “Equity Method Investments” of Note 6, “Investments,” for further discussion;

•

Special legal expenses of $7 million from the proposed voluntary accommodation program and other expenses related to the systems issues experienced at the time of the Facebook IPO; and

•

Merger and strategic initiative costs of $4 million, partially offset by;

•

Income from open positions of $11 million relating to the operations of the exchange;

⁽³⁾	The 2011 corporate items and eliminations primarily include:

•

Merger and strategic initiative costs of $38 million primarily related to costs incurred for advisors, bank commitment fees, legal and other professional services related to our joint proposal to acquire NYSE Euronext, as well as costs related to our acquisition of Glide Technologies in October 2011;

•

Debt extinguishment and refinancing charges of $31 million. See “2.50% Convertible Senior Notes,” and “2011 Credit Facility,” of Note 9, “Debt Obligations,” for further discussion; and

•

An asset impairment charge of $18 million. See “Available-for-Sale Investment Security,” of Note 6, “Investments,” for further discussion.

⁽⁴⁾	The 2010 corporate items and eliminations primarily include:

•

Debt extinguishment and refinancing charges of $40 million, which included the write-off of the remaining unamortized balance of debt issuance costs incurred in conjunction with our senior secured credit facilities in place as of December 31, 2009 of $28 million, costs to terminate our float-to-fixed interest rate swaps previously designated as a cash flow hedge of $9 million and other costs of $3 million; and

•

$11 million related to loss on divestiture of businesses as a result of our decision to close the businesses of both NEURO ($6 million) and Agora-X ($5 million).

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 revenues and property and equipment, net by geographic area for 2012, 2011 and 2010. Revenues are classified based upon the location of the customer. Property and equipment information is based on the physical location of the assets.


	Total Revenues		Property and Equipment, Net
	(in millions)
2012:
United States	$	2,422	$	131
All other countries⁽¹⁾		697		80

Total	$	3,119	$	211

2011:
United States	$	2,699	$	125
All other countries⁽¹⁾		731		68

Total	$	3,430	$	193

2010:
United States	$	2,558	$	99
All other countries⁽¹⁾		633		65

Total	$	3,191	$	164

⁽¹⁾	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 2012, 2011 and 2010.

As announced in January 2013, we realigned our reportable segments as a result of changes to the organizational structure of our businesses. See Note 20, “Subsequent Event,” for further discussion.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

Schedule II-Valuation and Qualifying Accounts

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+ Details

Subsequent Event

12 Months Ended

Dec. 31, 2012

Subsequent Event

20. Subsequent Event

Change in Reportable Segments

As announced in January 2013, we realigned our reportable segments as a result of changes to the organizational structure of our businesses.

Software products sold relating to Market Technology and Corporate Solutions, previously part of our Issuer Services segment, became the responsibility of one segment manager and will comprise our new Global Technology Solutions segment. Our Market Data products, previously part of our Market Services segment, and our Global Index Group business, previously part of our Issuer Services segment, became the responsibility of another segment manager and will comprise the new Global Information Services segment. Both segment managers report to our chief executive officer who is also considered our chief operating decision maker for financial reporting purposes.

Schedule II-Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2012

Schedule II—Valuation and Qualifying Accounts

Three Years Ended December 31, 2012

(in millions)


	Reserve for Bad Debts
	2012			2011			2010
Balance at beginning of period	$	3		$	3		$	3
Additions:
Charges to income		6			4			5
Recoveries of amounts previously written-off		—			1			1
Deductions:
Charges for which reserves were provided		(4	)		(5	)		(6	)

Balance at end of period	$	5		$	3		$	3

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2012

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

We have evaluated subsequent events through the issuance date of this Annual Report on Form 10-K. See Note 20, “Subsequent Event,” for further discussion.

Certain prior year amounts have been reclassified to conform to the current year presentation.

Use of Estimates

Use of Estimates

Foreign Currency Translation

Foreign Currency Translation

Cash and Cash Equivalents

Cash and Cash Equivalents

Restricted Cash

Restricted Cash

Financial Investments

Financial Investments

Receivables, net

Receivables, net

Default Funds and Margin Deposits

Default Funds and Margin Deposits

Prior to March 2012, NASDAQ OMX Nordic Clearing did not maintain a default fund to which clearing members contributed capital.

Open Clearing Contracts

Open Clearing Contracts

Derivative Positions, at Fair Value and Resale and Repurchase Agreements, at Contract Value

Derivative Financial Instruments and Hedging Activities

Derivative Financial Instruments and Hedging Activities

Derivative Financial Instruments that Qualify for Hedge Accounting

Non-Designated Derivatives

As of December 31, 2012 and 2011, the fair value amounts of our derivative instruments were immaterial.

Property and Equipment, net

Property and Equipment, net

Goodwill

Goodwill

Intangible Assets, net

Intangible Assets, net

•

Technology: 3—5 years

•

Customer relationships: 10—30 years

•

Other: 2—10 years

Valuation of Other Long-Lived Assets

Valuation of Other Long-Lived Assets

Equity Method Investments

Equity Method Investments

Cost Method Investments

Cost Method Investments

Revenue Recognition and Cost of Revenues

Revenue Recognition and Cost of Revenues

Market Services Revenues

Transaction Services

U.S. Cash Equity Trading

In the U.S., we record execution revenues from transactions on a gross basis in revenues and record related expenses as cost of revenues.

European Cash Equity Trading

We charge transaction fees for executing trades on the exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic. These transaction fees are charged per executed order and as per value traded.

The exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic do not have cost of revenues, such as transaction rebates and brokerage, clearance and exchange fees.

U.S. Derivative Trading and Clearing

European Derivative Trading and Clearing

Access Services

Market Data

Market Data revenues are earned from U.S. tape plans and U.S. and European proprietary market data products.

Net U.S. Tape Plans

U.S. Market Data Products

European Market Data Products

Market Data Revenue Sharing

•

Risk of Loss/Credit Risk: Risk of loss on the revenue is shared equally among plan participants according to the UTP Plan.

•

Broker Services

Issuer Services Revenues

Global Listing Services

U.S. Listing Services

European Listing Services

Corporate Solutions

Global Index Group

Market Technology Revenues

Earnings Per Share

Earnings Per Share

Treasury Stock

Treasury Stock

Pension and Post-Retirement Benefits

Pension and Post-Retirement Benefits

Share-Based Compensation

Share-Based Compensation

Advertising Costs

Advertising Costs

Software Costs

Software Costs

Leases

Leases

Income Taxes

Income Taxes

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Restructuring Charges (Tables)

12 Months Ended

Dec. 31, 2012

Summary of Restructuring Charges

The following table presents a summary of restructuring charges in the Consolidated Statements of Income:


	Year Ended December 31, 2012
	(in millions)
Severance	$	23
Facilities-related		10
Asset impairments		9
Other		2

Total restructuring charges	$	44

Acquisition of Businesses

Tabular disclosure of restructuring and related costs by type of restructuring including the description of the restructuring costs, such as the expected cost; the costs incurred during the period; the cumulative costs incurred as of the balance sheet date; the income statement caption within which the restructuring charges recognized for the period are included; and changes to an entity's restructuring reserve that occurred during the period associated with the exit from or disposal of business activities or restructurings for each major type of cost.

+ References+ Details

Acquisitions and Divestitures (Tables)

12 Months Ended

Dec. 31, 2012

2012 Acquisitions


	Purchase Consideration		Total Net Assets (Liabilities) Acquired			Purchased Intangible Assets		Goodwill
	(in millions)
NOS Clearing⁽¹⁾	$	40	$	43		$	1	$	—
BWise.		77		(11	)		35		53

⁽¹⁾	In 2012, we recognized a gain of $4 million on our acquisition of NOS Clearing, which is included in merger and strategic initiatives expense in the Consolidated Statements of Income.

Glide Technologies [Member]

Acquisition of Businesses

Acquisition of Glide Technologies


	Purchase Consideration		Total Net Liabilities Acquired			Purchased Intangible Assets		Goodwill
	(in millions)
Glide Technologies	$	22	$	(2	)	$	4	$	20

2010 Acquisitions [Member]

Acquisition of Businesses

2010 Acquisitions


	Purchase Consideration		Total Net (Liabilities) Assets Acquired			Purchased Intangible Assets		Goodwill
	(in millions)
FTEN⁽¹⁾	$	110	$	(1	)	$	46	$	65
SMARTS⁽²⁾		77		(5	)		28		54
Nord Pool ASA⁽³⁾		17		7			2		8

Total for 2010	$	204	$	1		$	76	$	127

⁽¹⁾

⁽²⁾

⁽³⁾

Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts.

Schedule of Changes in Goodwill

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+ Details

Goodwill and Purchased Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2012

The following table presents the changes in goodwill by business segment during the year ended December 31, 2012:


	Market Services		Issuer Services		Market Technology		Total
	(in millions)
Balance at December 31, 2011	$	4,602	$	306	$	153	$	5,061
Goodwill acquired		—		62		—		62
Foreign currency translation adjustment		188		16		8		212

Balance at December 31, 2012	$	4,790	$	384	$	161	$	5,335

Finite-Lived and Indefinite-Lived Intangible Assets

The following table presents details of our total purchased intangible assets, both finite- and indefinite-lived:


	December 31, 2012									December 31, 2011
	Gross Amount		Accumulated Amortization			Net Amount		Weighted- Average Useful Life (in Years)		Gross Amount			Accumulated Amortization			Net Amount			Weighted- Average Useful Life (in Years)
	(in millions)									(in millions)
*Finite-Lived Intangible Assets*
Technology	$	26	$	(10	)	$	16		5	$	42		$	(10	)	$	32			8
Customer relationships		871		(238	)		633		21		854			(196	)		658			21
Other		6		(2	)		4		8		6			(2	)		4			8
Foreign currency translation adjustment		6		(1	)		5				(25	)		4			(21	)

Total finite-lived intangible assets	$	909	$	(251	)	$	658			$	877		$	(204	)	$	673


	December 31, 2012										December 31, 2011
	Gross Amount			Accumulated Amortization			Net Amount			Weighted- Average Useful Life (in Years)	Gross Amount			Accumulated Amortization			Net Amount			Weighted- Average Useful Life (in Years)
	(in millions)										(in millions)
*Indefinite-Lived Intangible Assets*
Exchange and clearing registrations	$	790		$	—		$	790			$	790		$	—		$	790
Trade names		185			—			185				181			—			181
Licenses		51			—			51				78			—			78
Foreign currency translation adjustment		(34	)		—			(34	)			(74	)		—			(74	)

Total indefinite-lived intangible assets	$	992		$	—		$	992			$	975		$	—		$	975

Total intangible assets	$	1,901		$	(251	)	$	1,650			$	1,852		$	(204	)	$	1,648

Estimated Future Amortization Expense


	(in millions)
2013	$	51
2014		49
2015		47
2016		46
2017		44
2018 and thereafter		416

Total	$	653

The entire disclosure for all or part of the information related to intangible assets.

+ References+ Details

Schedule of Property and Equipment, Net

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References+ Details

Property and Equipment, net (Tables)

12 Months Ended

Dec. 31, 2012

The following table presents our major categories of property and equipment, net:


	December 31,
	2012			2011
	(in millions)
Data processing equipment and software	$	409		$	392
Furniture, equipment and leasehold improvements		203			193

Total property and equipment		612			585
Less: accumulated depreciation and amortization		(401	)		(392	)

Total property and equipment, net	$	211		$	193

Estimated Deferred Revenue

Tabular disclosure of the useful life and salvage value of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software.

+ References+ Details

Deferred Revenue (Tables)

12 Months Ended

Dec. 31, 2012

At December 31, 2012, we estimate that our deferred revenue, which is primarily related to Global Listing Services and Market Technology revenues, will be recognized in the following years:


	Initial Listing Revenues		Listing of Additional Shares Revenues		Annual Renewal and Other Revenues		Market Technology Revenues⁽¹⁾		Total
	(in millions)
Fiscal year ended:
2013	$	12	$	36	$	31	$	60	$	139
2014		8		24		1		33		66
2015		7		13		—		26		46
2016		5		5		—		19		29
2017		3		—		—		9		12
2018 and thereafter		1		—		—		2		3

	$	36	$	78	$	32	$	149	$	295

⁽¹⁾	The timing of recognition of our deferred Market Technology revenues is dependent upon the completion of customization and any significant modifications made pursuant to existing contracts. As such, as it relates to these revenues, the timing represents our best estimate.

Changes in Deferred Revenue

The changes in our deferred revenue during the years ended December 31, 2012 and 2011 are reflected in the following table.


	Initial Listing Revenues			Listing of Additional Shares Revenues			Annual Renewal and Other Revenues			Market Technology Revenues⁽²⁾			Total
	(in millions)
Balance at December 31, 2010	$	42		$	83		$	21		$	146		$	292
Additions⁽¹⁾		13			43			219			49			324
Amortization⁽¹⁾		(16	)		(40	)		(214	)		(66	)		(336	)
Translation adjustment		—			—			(1	)		(1	)		(2	)

Balance at December 31, 2011	$	39		$	86		$	25		$	128		$	278

Additions⁽¹⁾		11			31			213			98			353
Amortization⁽¹⁾		(14	)		(39	)		(208	)		(85	)		(346	)
Translation adjustment		—			—			2			8			10

Balance at December 31, 2012	$	36		$	78		$	32		$	149		$	295

⁽¹⁾	The additions and amortization for initial listing revenues, listing of additional shares revenues and annual renewal and other revenues primarily reflect Issuer Services revenues from U.S. listing revenues.

⁽²⁾

Debt Obligations (Tables)

12 Months Ended

Dec. 31, 2012

Changes in Debt Obligations

The following table presents the changes in the carrying amount of our debt obligations during the year ended December 31, 2012:


	December 31, 2011			Additions		Payments, Conversions, Accretion and Other			December 31, 2012
	(in millions)
3.75% convertible notes due October 22, 2012 (net of discount)⁽¹⁾	$	—		$	—	$	—		$	—
2.50% convertible senior notes due August 15, 2013⁽²⁾		88			—		3			91
4.00% senior unsecured notes due January 15, 2015 (net of discount)⁽³⁾		399			—		—			399
5.55% senior unsecured notes due January 15, 2020 (net of discount)⁽³⁾		598			—		—			598
5.25% senior unsecured notes due January 16, 2018 (net of discount)⁽³⁾		367			—		1			368
$1.2 billion senior unsecured five-year credit facility:
$450 million senior unsecured term loan facility credit agreement due September 19, 2016 (average interest rate of 1.61% for the period January 1, 2012 through December 31, 2012)⁽⁴⁾		439			—		(45	)		394
$750 million revolving credit commitment due September 19, 2016 (average interest rate of 1.41% for the period January 1, 2012 through December 31, 2012)⁽⁴⁾		226			—		(100	)		126

Total debt obligations		2,117			—		(141	)		1,976
Less current portion		(45	)		—		—			(45	)

Total long-term debt obligations	$	2,072		$	—	$	(141)		$	1,931

⁽¹⁾

⁽²⁾	See “2.50% Convertible Senior Notes” below for further discussion.

⁽³⁾	See “Senior Unsecured Notes” below for further discussion.

⁽⁴⁾	See “2011 Credit Facility” below for further discussion.

Changes in Liability and Equity Components of Convertible Senior Notes

The changes in the liability and equity components of the 2013 Convertible Notes during the years ended December 31, 2012 and 2011 are as follows:


	Liability Component									Equity Component
	(in millions)									(in millions)
	Principal Balance			Unamortized Debt Discount			Net Carrying Amount			Gross Equity Component			Deferred Taxes		Net Equity Component
December 31, 2010	$	428		$	40		$	388		$	80		$	32	$	48
Accretion of debt discount		—			(13	)		13			—			—		—
Tender offer		(335	)		(22	)		(313	)		(9	)		—		(9	)

December 31, 2011	$	93		$	5		$	88		$	71		$	32	$	39
Accretion of debt discount		—			(3	)		3			—			—		—

December 31, 2012	$	93		$	2		$	91		$	71		$	32	$	39

Interest Expense Recognized on Convertible Senior Notes in Condensed Consolidated Statements of Income

Interest expense recognized on the 2013 Convertible Notes in the Consolidated Statements of Income for the years ended December 31, 2012, 2011 and 2010 is as follows:


	Year Ended December 31,
	2012		2011		2010
	(in millions)
Components of interest expense recognized on the 2013 Convertible Notes
Accretion of debt discount	$	3	$	13	$	14
Contractual interest		3		9		10

Total interest expense recognized on the 2013 Convertible Notes	$	6	$	22	$	24

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

Components of Income Tax Provision

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+ Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2012

The income tax provision consists of the following amounts:


	Year Ended December 31,
	2012			2011			2010
	(in millions)
Current income taxes:
Federal	$	130		$	129		$	116
State		37			34			36
Foreign		16			23			20

Total current income taxes		183			186			172

Deferred income taxes:
Federal		(10	)		(18	)		(25	)
State		6			—			(26	)
Foreign		20			22			16

Total deferred income taxes		16			4			(35	)

Total income tax provision	$	199		$	190		$	137

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, 2012, 2011 and 2010 is as follows:


	Year Ended December 31,
	2012			2011			2010
	(in millions)
Federal income tax provision at the statutory rate		35.0	%		35.0	%		35.0	%
State income tax provision, net of federal effect		4.2	%		3.3	%		4.2	%
Foreign income tax provision at a rate different than the federal rate		(3.6	)%		(3.8	)%		(3.2	)%
Earnings from foreign affiliates, not subject to tax		(3.4	)%		(3.4	)%		(3.5	)%
Change in deferred taxes due to change in tax rate⁽¹⁾		2.3	%		0.5	%		(3.0	)%
Change in unrecognized tax benefits		2.6	%		1.0	%		0.5	%
Excess capital loss carry back⁽¹⁾		—			—			(2.4	)%
Other, net		(0.8	)%		0.6	%		(1.6	)%

Actual income tax provision⁽¹⁾		36.3	%		33.2	%		26.0	%

⁽¹⁾

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,
	2012			2011
	(in millions)
Deferred tax assets:
Deferred revenues	$	31		$	30
U.S. federal net operating loss		10			15
Foreign net operating loss		95			99
State net operating loss		4			4
Compensation and benefits		112			88
Foreign currency translation		103			194
Lease reserves		14			19
Tax credits		17			19
Other		22			15

Gross deferred tax assets		408			483

Deferred tax liabilities:
Amortization of software development costs and depreciation		(58	)		(40	)
Amortization of acquired intangible assets		(647	)		(629	)
Compensation and benefits		(18	)		—
Other		(25	)		(28	)

Gross deferred tax liabilities		(748	)		(697	)

Net deferred tax liabilities before valuation allowance		(340	)		(214	)

Less: valuation allowance		(81	)		(75	)

Net deferred tax liabilities	$	(421	)	$	(289	)

Domestic and Foreign Components of Income Before Income Tax Provision

The following represents the domestic and foreign components of income before income tax provision:


	Year Ended December 31,
	2012		2011		2010
	(in millions)
Domestic	$	355	$	321	$	325
Foreign		193		252		201

Income before income tax provision	$	548	$	573	$	526

Reconciliation of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


	Year Ended December 31,
	2012			2011
	(in millions)
Beginning balance	$	18		$	12
Additions as a result of tax positions taken in prior periods		16			6
Additions as a result of tax positions taken in the current period		3			3
Reductions related to settlements with taxing authorities		(5	)		(2	)
Reductions as a result of lapses of the applicable statute of limitations		—			(1	)

Ending balance	$	32		$	18

Components of Net Periodic Benefit Cost

Tabular disclosure of tax positions taken in the tax returns filed or to be filed for which it is more likely than not that the tax position will not be sustained upon examination by taxing authorities (i.e., uncertain tax positions) and other types of income tax contingencies, including: (1) the policy on classification of interest and penalties; (2) a tabular reconciliation of the total amounts of unrecognized tax benefits at the beginning and end of the period; the total amount(s) of: (3) unrecognized tax benefits that, if recognized, would affect the effective tax rate, and (4) interest and penalties recognized in each of the income statement and balance sheet; (5) for positions for which it is reasonably possible that the total amounts unrecognized will significantly change within 12 months of the reporting date the: (i) nature of the uncertainty, (ii) nature of the event that could occur that would cause the change, and (iii) an estimate of the range of the reasonably possible change or a statement that an estimate of the range cannot be made; and (6) a description of tax years that remain subject to examination by major tax jurisdictions.

+ References+ Details

Employee Benefits (Tables)

12 Months Ended

Dec. 31, 2012


	Year Ended December 31,
	2012			2011			2010
	(in millions)
Components of net periodic benefit cost
Interest cost	$	6		$	6		$	7
Expected return on plan assets		(5	)		(5	)		(5	)
Recognized net actuarial loss		3			3			3
Settlement loss recognized		—			—			1

Net periodic benefit cost	$	4		$	4		$	6

Reconciliation of Changes in Benefit Obligation and Fair Value of Plan Assets

The following table provides a reconciliation of the changes in the benefit obligation, the plan assets and the funded status of the NASDAQ OMX Benefit Plans.


	2012												2011
	Pension			SERP			Post- retirement			Total			Pension			SERP			Post- retirement			Total
	(in millions)
Change in benefit obligation
Benefit obligation at beginning of year	$	86		$	30		$	11		$	127		$	83		$	30		$	12		$	125
Interest cost		4			2			—			6			4			1			1			6
Actuarial losses (gains)		1			—			(7	)		(6	)		(1	)		—			(2	)		(3	)
Benefits paid		(4	)		(2	)		—			(6	)		(3	)		(2	)		—			(5	)
Loss due to change in discount rate		17			3			—			20			3			1			—			4

Benefit obligation at end of year		104			33			4			141			86			30			11			127

Change in plan assets
Fair value of plan assets at beginning of year		62			—			—			62			65			—			—			65
Actual return on plan assets		7			—			—			7			(1	)		—			—			(1	)
Company contributions		10			2			—			12			1			2			—			3
Benefits paid		(4	)		(2	)		—			(6	)		(3	)		(2	)		—			(5	)

Fair value of plan assets at end of year		75			—			—			75			62			—			—			62

Underfunded status of the plans		(29	)		(33	)		(4	)		(66	)		(24	)		(30	)		(11	)		(65	)

Accumulated benefit obligation	$	104		$	33		$	4		$	141		$	86		$	30		$	11		$	127

Target Allocations for Plan Assets

Target allocations for plan assets as of December 31, 2012 were as follows:


	Target Allocation
Equity securities⁽¹⁾		60	%
Fixed income securities⁽¹⁾		25	%
Other investment strategies and cash		15	%

Total		100	%

⁽¹⁾	Consists of securities and investments in mutual funds held in various domestic, international and emerging markets.

Fair Value of Plan Assets by Asset Category and Fair Value Hierarchy

The fair value of the plan assets for the NASDAQ OMX Benefit Plans at December 31, 2012, by asset category and fair value hierarchy, are as follows:


	Total Benefit Plan Assets as of		Fair Value Measurements⁽²⁾
	December 31, 2012⁽¹⁾		Level 1		Level 2		Level 3
			(in millions)
Equity securities	$	—	$	—	$	—	$	—
Fixed income securities		—		—		—		—
Other investment strategies and cash		75		75		—		—

Total benefit plan assets	$	75	$	75	$	—	$	—

⁽¹⁾	As of December 31, 2012, this balance is held entirely in cash and cash equivalents due to a transition between investment advisors effective January 2013 and will be invested in accordance with the target allocations approved by NASDAQ OMX’s Pension and 401(k) Committee.

⁽²⁾	See Note 15, “Fair Value of Financial Instruments,” for further discussion of fair value measurements.

Accumulated Other Comprehensive Income (Loss)


	Pension			SERP			Post- retirement			Total
	(in millions)
Unrecognized net actuarial gain/(loss)	$	(45	)	$	(5	)	$	7		$	(43	)
Income tax benefit		19			2			(3	)		18

Employee benefit plan adjustments, net of tax	$	(26	)	$	(3	)	$	4		$	(25	)

Estimated Future Benefit Payments

We expect to make the following benefit payments to participants in the next ten fiscal years under the NASDAQ OMX Benefit Plans:


	Pension		SERP		Post- retirement		Total
	(in millions)
Fiscal year ended:
2013	$	4	$	8	$	1	$	13
2014		4		2		1		7
2015		4		3		—		7
2016		5		2		—		7
2017		4		5		—		9
2018 through 2022		25		8		1		34

	$	46	$	28	$	3	$	77

Assumptions used to determine benefit obligations [Member]

Weighted-Average Actuarial Assumptions Net Benefit Obligations

Weighted-average assumptions used to determine benefit obligations at the end of the fiscal year:


	2012			2011
Discount rate:
Pension		4.00	%		5.00	%
SERP		4.00	%		5.00	%
Post-retirement		4.00	%		5.00	%
Rate of compensation increase:
Pension		N/A			N/A
SERP		N/A			N/A
Post-retirement		N/A			N/A

Actuarial assumptions used to determine net benefit cost [Member]

Weighted-Average Actuarial Assumptions Net Benefit Obligations

Weighted-average assumptions used to determine net benefit cost for the fiscal year:


	2012			2011			2010
Discount rate:
Pension		5.00	%		5.25	%		5.75	%
SERP		5.00	%		5.25	%		5.75	%
Post-retirement		5.00	%		5.25	%		5.75	%
Rate of compensation increase:
Pension		N/A			N/A			N/A
SERP		N/A			N/A			N/A
Post-retirement		N/A			N/A			N/A
Expected return on plan assets:
Pension		7.75	%		8.00	%		8.00	%
SERP		N/A			N/A			N/A
Post-retirement		N/A			N/A			N/A

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2012

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 TSR program for the year ended December 31, 2012:


	Year Ended December 31, 2012
Weighted-average risk free interest rate		0.34	%
Expected volatility⁽¹⁾		32.91	%
Dividend yield		2.08	%
Weighted-average fair value at grant date	$	22.50

⁽¹⁾	We use historic volatility for PSU awards issued under the TSR program, as implied volatility cannot be used when simulating multivariate prices for companies in the S&P 500.

Summary of Share-Based Compensation Expense


	Year Ended December 31,
	2012			2011			2010
	(in millions)
Share-based compensation expense before income taxes	$	46		$	36		$	33
Income tax benefit		(18	)		(14	)		(13	)

Share-based compensation expense after income taxes	$	28		$	22		$	20

Schedule of Weighted-Average Assumptions Stock Option Awards

We estimated the fair value of stock option awards using the Black-Scholes valuation model with the following assumptions:


	Year Ended December 31,
	2012⁽¹⁾		2011			2010
Expected life (in years)		—		5			5
Weighted-average risk free interest rate		—		2.16	%		2.03	%
Expected volatility		—		27.0	%		32.0	%
Dividend yield		—		—			—
Weighted-average fair value at grant date	$	—	$	7.06		$	6.30

¹⁾	No stock option awards were granted during the year ended December 31, 2012.

Summary of Stock Option Activity

A summary of stock option activity for the years ended December 31, 2012, 2011 and 2010 is as follows:


	Stock Options Outstanding
	Number of Stock Options			Weighted- Average Exercise Price
Outstanding at December 31, 2009		10,206,871		$	18.18
Granted⁽¹⁾		1,855,979			19.87
Exercised		(708,731	)		9.23
Forfeited or expired		(395,148	)		29.87
Stock option exchange program⁽²⁾		(846,129	)		38.96

Outstanding at December 31, 2010		10,112,842		$	16.92
Granted⁽¹⁾		1,267,430			25.28
Exercised		(1,030,721	)		9.68
Forfeited or expired		(425,516	)		26.85

Outstanding at December 31, 2011		9,924,035		$	18.33
Exercised		(2,051,066	)		7.37
Forfeited or expired		(327,192	)		23.41

Outstanding at December 31, 2012		7,545,777		$	21.10

¹⁾

⁽²⁾	Represents stock options tendered in our stock option exchange program. See “Stock Option Exchange Program” above for further discussion.

Summary of Significant Ranges of Outstanding and Exercisable Stock Options

The following table summarizes significant ranges of outstanding and exercisable stock options as of December 31, 2012:


Range of Exercise Prices	Number of Stock Options		Weighted- Average Remaining Contractual Term (in years)		Weighted- Average Exercise Price		Aggregate Intrinsic Value (in millions)		Number Exercisable		Weighted- Average Remaining Contractual Term (in years)		Weighted- Average Exercise Price		Aggregate Intrinsic Value (in millions)
$6.15 — $19.69		1,986,331		1.43	$	7.66	$	34		1,906,464		1.21	$	7.17	$	34
$19.70 — $25.01		2,381,434		6.87		20.52		11		1,258,206		6.59		20.97		5
$25.02 — $35.91		1,905,297		7.10		25.30		—		848,162		5.80		25.31		—
$35.92 — $45.59		1,272,715		3.98		36.88		—		1,272,715		3.98		36.88		—

Total		7,545,777		5.01	$	21.10	$	45		5,285,547		3.90	$	20.52	$	39

Summary of Restricted Stock

The following table summarizes our restricted stock and PSU activity for the years ended December 31, 2012, 2011 and 2010:


	Restricted Stock					PSUs
	Number of Awards			Weighted- Average Grant Date Fair Value		Number of Awards			Weighted- Average Grant Date Fair Value
Unvested balances at December 31, 2009		2,208,748		$	27.48		552,682		$	31.59
Granted		1,223,921	⁽²⁾		19.80		714,328	⁽¹⁾		20.31
Vested		(459,759	)		39.89		(120,000	)		33.19
Forfeited		(213,819	)		26.87		(48,381	)		27.79

Unvested balances at December 31, 2010		2,759,091		$	22.00		1,098,629		$	24.25
Granted		1,393,373	⁽²⁾		25.31		651,510	⁽¹⁾		25.14
Vested		(353,235	)		24.26		(279,447	)		28.70
Forfeited		(427,896	)		22.28		(155,512	)		27.94

Unvested balances at December 31, 2011		3,371,333		$	23.10		1,315,180		$	23.33
Granted		1,478,855	⁽²⁾		23.62		1,363,670	⁽¹⁾		23.28
Vested		(1,295,030	)		23.39		(702,486	)		23.74
Forfeited		(350,970	)		23.29		(96,565	)		23.30

Unvested balances at December 31, 2012		3,204,188		$	23.20		1,879,799		$	23.14

⁽¹⁾	PSUs granted in 2012, 2011 and 2010 primarily reflect awards issued to certain officers, as described above.

⁽²⁾	Restricted stock granted in 2012, 2011 and 2010 primarily reflect our company wide grants, which include a performance-based accelerated vesting feature based on achievement of specific levels of corporate performance, as described above.

Schedule of Dividends Declared

Tabular disclosure of option exercise prices, by grouped ranges, including the upper and lower limits of the price range, the number of shares under option, weighted average exercise price and remaining contractual option terms.

+ References+ Details

NASDAQ OMX Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2012

During 2012, our board of directors declared the following cash dividends:


Declaration Date	Dividend Per Common Share		Record Date		Total Amount⁽¹⁾		Payment Date
					(in millions)
April 23, 2012	$	0.13		June 15, 2012	$	22		June 29, 2012
July 25, 2012	$	0.13		September 14, 2012	$	21		September 28, 2012
October 24, 2012	$	0.13		December 14, 2012	$	22		December 28, 2012

⁽¹⁾	These amounts were recorded in retained earnings in the Consolidated Balance Sheets at December 31, 2012.

Components of Accumulated Other Comprehensive Loss

The following table outlines the components of accumulated other comprehensive loss:


	Unrealized Holding Gains on Available-For-Sale Investment Securities		Foreign Currency Translation Adjustments ⁽¹⁾			Employee Benefit Plan Adjustments⁽²⁾			Accumulated Other Comprehensive Loss
Gross balance, December 31, 2011	$	—	$	(527	)	$	(33	)	$	(560	)
Income taxes		1		195			14			210

Net balance, December 31, 2011	$	1	$	(332	)	$	(19	)	$	(350	)

Gross balance, December 31, 2012	$	4	$	(265	)	$	(43	)	$	(304	)
Income taxes		1		100			18			119

Net balance, December 31, 2012	$	5	$	(165	)	$	(25	)	$	(185	)

⁽¹⁾	Amounts include cumulative gains and losses on foreign currency translation adjustments from non-U.S. subsidiaries for which the functional currency is other than the U.S. dollar.

⁽²⁾	Amounts primarily represent unrecognized net actuarial gains (losses) related to the NASDAQ OMX Benefit Plans.

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2012

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,
	2012		2011		2010
	(in millions, except share and per share amounts)
Numerator:
Net income attributable to NASDAQ OMX	$	352	$	387	$	395
Accretion of series A convertible preferred stock		—		—		(1	)

Net income attributable to common shareholders for basic and diluted earnings per share	$	352	$	387	$	394

Denominator:
Weighted-average common shares outstanding for basic earnings per share⁽¹⁾		168,254,653		176,331,819		202,975,623

Weighted-average effect of dilutive securities:
Employee equity awards		4,317,577		3,644,946		3,504,550
3.75% convertible notes assumed converted into common stock		15,640		34,482		34,482

Weighted-average common shares outstanding for diluted earnings per share⁽¹⁾		172,587,870		180,011,247		206,514,655

Basic and diluted earnings per share:
Basic earnings per share	$	2.09	$	2.20	$	1.94

Diluted earnings per share	$	2.04	$	2.15	$	1.91

⁽¹⁾

Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

The following table presents for each of the above hierarchy levels, our financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2012 and 2011.


	December 31, 2012
	Total		Level 1		Level 2		Level 3
	(in millions)
Financial Assets Measured at Fair Value on a Recurring Basis
Financial investments, at fair value⁽¹⁾	$	223	$	223	$	—	$	—
Default fund investments⁽²⁾		175		175		—		—

Total	$	398	$	398	$	—	$	—


	December 31, 2011
	Total		Level 1		Level 2		Level 3
	(in millions)
Financial Assets Measured at Fair Value on a Recurring Basis
Derivative positions, at fair value⁽³⁾	$	1,566	$	—	$	1,566	$	—
Financial investments, at fair value⁽¹⁾		279		279		—		—

Total	$	1,845	$	279	$	1,566	$	—

Financial Liabilities Measured at Fair Value on a Recurring Basis
Derivative positions, at fair value⁽³⁾	$	1,566	$	—	$	1,566	$	—

Total	$	1,566	$	—	$	1,566	$	—

⁽¹⁾

Primarily comprised of trading securities, mainly Swedish government debt securities, of $201 million as of December 31, 2012 and $261 million as of December 31, 2011. Of these securities, $134 million as of December 31, 2012 and $212 million as of December 31, 2011 are restricted assets to meet regulatory capital requirements primarily for clearing operations at NASDAQ OMX Nordic Clearing. This balance also includes our available-for-sale investment security in DFM of $22 million as of December 31, 2012 and $18 million as of December 31, 2011. See Note 6, “Investments,” for further discussion of our trading investment securities and available-for-sale investment security.

⁽²⁾

⁽³⁾

Schedule of Clearing Member Default Fund Contributions

Tabular disclosure of assets, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, by class that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).

+ References+ Details

Clearing Operations (Tables)

12 Months Ended

Dec. 31, 2012

As of December 31, 2012, clearing member default fund contributions were as follows:


	December 31, 2012
	Cash Contributions⁽¹⁾		Non-Cash Contributions		Total Contributions
	(in millions)
Default fund contributions	$	176	$	19	$	195

⁽¹⁾	As of December 31, 2012, in accordance with its investment policy, NASDAQ OMX Nordic Clearing has invested $175 million of cash contributions in highly rated government debt securities. The remaining balance of $1 million is held in cash.

Fair Value [Member]

Schedule of Derivative Contracts Outstanding


	December 31, 2011
	Asset		Liability
	(in millions)
Commodity forwards and options^(1) (2)	$	1,152	$	1,152
Fixed-income options and futures^(2) (3)		272		272
Stock options and futures^(2) (3)		197		197
Index options and futures^(2) (3)		137		137

Total	$	1,758	$	1,758

⁽¹⁾	We determined the fair value of our forward contracts using standard valuation models that were based on market-based observable inputs including LIBOR rates and the spot price of the underlying instrument.

⁽²⁾	We determined the fair value of our 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.

⁽³⁾	We determined the fair value of our futures contracts based upon quoted market prices and average quoted market yields.

Number Of Derivative Contracts [Member]

Schedule of Derivative Contracts Outstanding

The market value of derivative contracts outstanding prior to netting was as follows:


	December 31, 2012
	(in millions)
Commodity forwards and options^(1) (2)	$	1,116
Fixed-income options and futures^(2) (3)		182
Stock options and futures^(2) (3)		173
Index options and futures^(2) (3)		96

Total	$	1,567

⁽¹⁾	We determined the fair value of our forward contracts using standard valuation models that were based on market-based observable inputs including LIBOR rates and the spot price of the underlying instrument.

⁽²⁾	We determined the fair value of our 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.

⁽³⁾	We determined the fair value of our futures contracts based upon quoted market prices and average quoted market yields.

Market Value [Member]

Schedule of Derivative Contracts Outstanding

The total number of derivative contracts cleared through NASDAQ OMX Nordic Clearing for the year ended December 31, 2012 was as follows:


	Number of Cleared Contracts
Commodity forwards and options⁽¹⁾		879,737
Fixed-income options and futures		32,915,646
Stock options and futures		29,480,517
Index options and futures		42,262,577

Total		105,538,477

⁽¹⁾	The total volume in cleared power related to commodity contracts was 1,703 Terawatt hours (TWh).

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

Future Minimum Lease Payments

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+ Details

Leases (Tables)

12 Months Ended

Dec. 31, 2012

As of December 31, 2012, future minimum lease payments under non-cancelable operating leases (net of sublease income) are as follows:


	Gross Lease Commitments		Sublease Income		Net Lease Commitments
	(in millions)
Year ending December 31:
2013	$	76	$	5	$	71
2014		69		5		64
2015		67		3		64
2016		63		3		60
2017		59		1		58
Thereafter		142		10		132

Total future minimum lease payments	$	476	$	27	$	449

Business Segments (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Operating Segments

The following table presents certain information regarding these operating segments for the years ended December 31, 2012, 2011 and 2010.


	Market Services			Issuer Services		Market Technology		Corporate Items and Eliminations			Consolidated
	(in millions)
2012
Total revenues	$	2,560		$	375	$	184	$	—		$	3,119
Cost of revenues		(1,456	)		—		—		—			(1,456	)

Revenues less transaction rebates, brokerage, clearance and exchange fees		1,104			375		184		—			1,663

Depreciation and amortization		82			11		11		—			104
Net interest expense		57			20		10		—			87
Income (loss) before income taxes		520			105		21		(98	)⁽²⁾		548
Total assets⁽¹⁾		7,100			881		330		821			9,132
Purchases of property and equipment		55			18		14		—			87
2011
Total revenues	$	2,886		$	361	$	183	$	—		$	3,430
Cost of revenues		(1,748	)		—		—		—			(1,748	)

Revenues less transaction rebates, brokerage, clearance and exchange fees		1,138			361		183		—			1,682

Depreciation and amortization		81			10		15		3			109
Net interest expense		73			24		11		—			108
Income (loss) before income taxes		519			118		19		(83	)⁽³⁾		573
Total assets⁽¹⁾		12,145			707		347		892			14,091
Purchases of property and equipment		58			14		14		2			88
2010
Total revenues	$	2,700		$	338	$	152	$	1		$	3,191
Cost of revenues		(1,675	)		—		—		—			(1,675	)

Revenues less transaction rebates, brokerage, clearance and exchange fees		1,025			338		152		1			1,516

Depreciation and amortization		77			17		5		4			103
Net interest expense		63			21		9		—			93
Income (loss) before income taxes		450			119		11		(54	)⁽⁴⁾		526
Total assets⁽¹⁾		14,331			714		415		747			16,207
Purchases of property and equipment		29			4		7		2			42

⁽¹⁾

⁽²⁾	The 2012 corporate items and eliminations primarily include:

•

Costs associated with restructuring charges of $44 million. See Note 3, “Restructuring Charges,” for further discussion;

•

A loss on sale of business of $14 million. See “2012 Divestiture,” of Note 4, “Acquisitions and Divestitures,” for further discussion;

•

An other-than-temporary impairment charge related to our equity method investment in EMCF of $12 million. See “Equity Method Investments” of Note 6, “Investments,” for further discussion;

•

Special legal expenses of $7 million from the proposed voluntary accommodation program and other expenses related to the systems issues experienced at the time of the Facebook IPO; and

•

Merger and strategic initiative costs of $4 million, partially offset by;

•

Income from open positions of $11 million relating to the operations of the exchange;

⁽³⁾	The 2011 corporate items and eliminations primarily include:

•

Debt extinguishment and refinancing charges of $31 million. See “2.50% Convertible Senior Notes,” and “2011 Credit Facility,” of Note 9, “Debt Obligations,” for further discussion; and

•

An asset impairment charge of $18 million. See “Available-for-Sale Investment Security,” of Note 6, “Investments,” for further discussion.

⁽⁴⁾	The 2010 corporate items and eliminations primarily include:

•

$11 million related to loss on divestiture of businesses as a result of our decision to close the businesses of both NEURO ($6 million) and Agora-X ($5 million).

Revenue by Geographical Area


	Total Revenues		Property and Equipment, Net
	(in millions)
2012:
United States	$	2,422	$	131
All other countries⁽¹⁾		697		80

Total	$	3,119	$	211

2011:
United States	$	2,699	$	125
All other countries⁽¹⁾		731		68

Total	$	3,430	$	193

2010:
United States	$	2,558	$	99
All other countries⁽¹⁾		633		65

Total	$	3,191	$	164

⁽¹⁾	Property and equipment, net for all other countries primarily includes assets held in Sweden.

Tabular disclosure of the names of foreign countries from which revenue is material and the amount of revenue from external customers attributed to those countries. An entity may also provide subtotals of geographic information about groups of countries.

+ References+ Details

Tabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.

+ References+ Details

Organization and Nature of Operations - Additional Information (Detail) (USD $) In Trillions, unless otherwise specified	12 Months Ended	1 Months Ended		12 Months Ended						12 Months Ended
	Dec. 31, 2012 Markets Item Segment	May 31, 2012 BWise [Member]	Dec. 31, 2012 TOM [Member]	Dec. 31, 2012 NASDAQ OMX Commodities [Member] Item	Dec. 31, 2012 Nasdaq Omx Bx [Member]	Dec. 31, 2012 NASDAQ OMX PSX Commodities [Member]	Dec. 31, 2012 Nasdaq Omx Phlx [Member]	Dec. 31, 2012 Nasdaq Options Market [Member]	Dec. 31, 2012 EMCF [Member]	Dec. 31, 2012 Market Technology [Member] Item
Organization And Basis Of Presentation [Line Items]
Operations in number of continents	6
Total number of U.S. listed companies	2,577
Approximate combined market capitalization, U.S.	$ 5.2
Total number of listed companies within Nordic and Baltic exchanges	754
Approximate combined market capitalization	1.0
U.S. cash equities volume, percentage	17.00%				2.70%	1.10%
Market share in the U.S. equity options market	27.20%				0.40%		21.30%	5.50%
Percentage of share in U.S. equity and ETF options market	27.20%
Equity method investment, ownership percentage									22.00%
Proposed acquisition ownership percentage			25.00%
Option to acquire additional ownership percentage			25.10%
Number of members				400
Number of world wide listed companies	3,300
Approximate market value	$ 6.2
Acquisition of ownership interest		72.00%
Percentage of remaining ownership interest		28.00%
Percentage of total ownership interest		100.00%
Market Technology segment delivers services, exchanges	70
Market Technology segment delivers services, countries										50
Surveillance technology provided, number of regulators	11
Surveillance technology provided, number of brokers	71

Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Mar. 31, 2010
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Cash and cash equivalents	$ 497	$ 506	$ 315	$ 594
Restricted cash	85	34
Non-current restricted cash	25	97
NOCC non-current restricted cash	25				25
Reserves netted against receivables	5	3
Accumulated other comprehensive loss, unrealized loss on interest rate swap				9
More-likely-than-not threshold, defined in percentage	50.00%
Goodwill, impairment loss	0	0	0
Percentage of indefinite-lived intangible assets impairment	50.00%
Cost method investment, ownership percentage	20.00%
Media advertising and production costs	6	7	9
Threshold percentage for two step goodwill impairment test	50.00%
Capital injection to NOCC [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Non-current restricted cash		25
IDCG's guaranty fund [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Non-current restricted cash		$ 72
Minimum [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Equity method investment, ownership percentage	20.00%
Minimum [Member] \| Technology [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Intangible assets estimated useful lives	3 years
Minimum [Member] \| Customer relationships [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Intangible assets estimated useful lives	10 years
Minimum [Member] \| Other [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Intangible assets estimated useful lives	2 years
Maximum [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Equity method investment, ownership percentage	50.00%
Maximum [Member] \| Technology [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Intangible assets estimated useful lives	5 years
Maximum [Member] \| Customer relationships [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Intangible assets estimated useful lives	30 years
Maximum [Member] \| Other [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Intangible assets estimated useful lives	10 years
Buildings and improvements [Member] \| Minimum [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life	10 years
Buildings and improvements [Member] \| Maximum [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life	40 years
Data processing equipment [Member] \| Minimum [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life	2 years
Data processing equipment [Member] \| Maximum [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life	5 years
Furniture and equipment [Member] \| Minimum [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life	5 years
Furniture and equipment [Member] \| Maximum [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful life	10 years

Restructuring Charges - Summary of Restructuring Charges (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	$ 44
Severance [Member]
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	23
Facilities-related [Member]
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	10
Asset impairments [Member]
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	9
Other [Member]
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	2
Other	$ 2

The charge against earnings in the period, comprised of costs associated with restructuring activities not otherwise specified in the taxonomy pursuant to a duly authorized plan, excluding a discontinued operation as defined by generally accepted accounting principles. Costs of such activities include those for one-time termination benefits, termination of an operating lease or other contract, consolidating or closing facilities, and relocating employees, but excludes costs associated with the retirement of a long-lived asset and severance costs associated with established compensation plans.

+ References+ Details

Amount charged against earnings in the period for incurred and estimated costs associated with exit from or disposal of business activities or restructurings pursuant to a duly authorized plan, excluding asset retirement obligations.

+ References+ Details

Restructuring Charges - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2012	Dec. 31, 2012
Restructuring Cost and Reserve [Line Items]
Pre-tax savings		$ 60
Expected annualized savings	60
Restructuring and other charges		44
Early retirement [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		6
Severance [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		23
Severance payments		8
Facilities-related reserve		15
Workforce reductions [Member]
Restructuring Cost and Reserve [Line Items]
Number of positions eliminated		226
Facilities-related [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		10
Expected to incurred restructuring charges		1
Facilities-related reserve		3
Lease rent accruals		10
Asset impairments [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		9
Other [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		$ 2

The increases or decreases in lease payments that result from changes occurring after the inception of the lease in the factors (other than the passage of time) on which lease payments are based, except that any escalation of minimum lease payments relating to increases in construction or acquisition cost of the leased property or for increases in some measure of cost or value during the construction or preconstruction period, are excluded from contingent rentals. Contingent rentals also may include amounts for which the triggering events have not yet occurred or the specified targets for which have not yet been achieved (such as sales based percentage rent), but which events are considered probable of occurring or which specified targets are considered probable of being achieved.

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+ Details

Amount expected to be charged against earnings in the current and future periods for the specified restructuring cost.

+ References+ Details

+ References+ Details

Amount of cash paid in the period to fully or partially settle a specified, previously accrued type of restructuring cost.

+ References+ Details

Acquisitions and Divestitures - Acquisition of Businesses (Detail)
In Millions, unless otherwise specified

Dec. 31, 2010

USD ($)

Dec. 31, 2012

NOS Clearing [Member]

USD ($)

Jul. 31, 2012

NOS Clearing [Member]

USD ($)

Jul. 31, 2012

NOS Clearing [Member]

NOK

Dec. 31, 2010

FTEN [Member]

USD ($)

Dec. 31, 2010

SMARTS [Member]

USD ($)

Aug. 31, 2010

SMARTS [Member]

USD ($)

Dec. 31, 2012

BWise [Member]

USD ($)

May 31, 2012

BWise [Member]

USD ($)

May 31, 2012

BWise [Member]

EUR (€)

Dec. 31, 2011

Glide Technologies [Member]

USD ($)

Oct. 31, 2011

Glide Technologies [Member]

USD ($)

Dec. 31, 2010

Nord Pool ASA [Member]

USD ($)

May 31, 2010

Nord Pool ASA [Member]

USD ($)

May 31, 2010

Nord Pool ASA [Member]

NOK

Business Acquisition [Line Items]

Total Net (Liabilities) Assets Acquired

$ 204

$ 40

^[1]

$ 40

233

$ 110

^[2]

$ 77

^[3]

$ 77

€ 62

$ 22

$ 17

^[4]

$ 17

101

^[1]

(1)

^[2]

(5)

^[3]

(11)

(2)

^[4]

Purchased Intangible Assets

^[1]

^[2]

^[3]

^[4]

Goodwill

$ 127

$ 65

^[2]

$ 54

^[3]

$ 53

$ 20

$ 8

^[4]

[1]	In 2012, we recognized a gain of $4 million on our acquisition of NOS Clearing, which is included in merger and strategic initiatives expense in the Consolidated Statements of Income.
[2]	(1) In December 2010, we acquired FTEN, a leading provider of RTRM solutions for the financial securities market, for $110 million in cash. The FTEN purchase consideration included $11 million held in escrow of which $2 million was paid in 2012 and $9 million is still held in escrow, in accordance with the purchase agreement. We acquired net assets, at fair value, totaling $3 million and recorded a current deferred tax liability of $2 million and a non-current deferred tax liability of $16 million related to purchased intangible assets, and we also recorded a non-current deferred tax asset of $14 million related to net operating loss carry forwards, resulting in total net liabilities acquired of $1 million. The total deferred tax liabilities of $18 million represent the tax effect of the difference between the estimated assigned fair value of the acquired intangible assets ($46 million) and the tax basis ($0) of such assets. The estimated amount of $18 million was determined by multiplying the difference of $46 million by FTEN's effective tax rate of 39.55%. The purchased intangible assets of $46 million consisted of $23 million in customer relationships, $12 million in technology, $9 million for the FTEN trade name and $2 million related to non-compete agreements.
[3]	(2) In August 2010, we acquired SMARTS, a leading technology provider of surveillance solutions to exchanges, regulators and brokers, to diversify our Market Technology business and enter the broker surveillance and compliance market. We completed our acquisition of SMARTS for $77 million in cash, which included a $75 million initial purchase price as well as a $2 million working capital adjustment. SMARTS purchase consideration also included $11 million held in escrow of which $9 million was paid in 2012 and $2 million is expected to be paid in 2013, in accordance with the purchase agreement. We acquired net assets, at fair value, totaling $3 million and recorded a current deferred tax liability of $1 million and a non-current deferred tax liability of $7 million related to purchased intangible assets, resulting in total net liabilities acquired of $5 million. The total deferred tax liabilities of $8 million represent the tax effect of the difference between the estimated assigned fair value of the acquired intangible assets ($28 million) and the tax basis ($0) of such assets. The estimated amount of $8 million was determined by multiplying the difference of $28 million by SMARTS' effective tax rate of 30%. The purchased intangible assets of $28 million consisted of $11 million in technology and $17 million in customer relationships.
[4]	(3) In May 2010, we acquired Nord Pool, a derivatives trading market, for $17 million (101 million Norwegian Krone) in cash. We acquired net assets, at fair value, totaling $8 million and recorded a non-current deferred tax liability of $1 million related to purchased intangible assets, resulting in total net assets acquired of $7 million. Through this acquisition, we now hold a Norwegian exchange license and operate the Nordic power market and the European carbon market on one trading platform.

The total purchase price of the acquired entity. This includes cash paid to equity interest holders of the acquired entity, fair value of debt and equity securities issued to equity holders of the acquired entity, and transaction costs paid to third parties to consummate the acquisition.

+ References+ Details

Purchase consideration to be paid out of escrow

The amount of identifiable intangible assets recognized as of the acquisition date.

+ References+ Details

Acquisitions and Divestitures - Acquisition of Businesses (Parenthetical) (Detail)
In Millions, unless otherwise specified

12 Months Ended

1 Months Ended

12 Months Ended

Dec. 31, 2012

USD ($)

Dec. 31, 2011

USD ($)

Dec. 31, 2010

USD ($)

Dec. 31, 2012

NOS Clearing [Member]

USD ($)

Jul. 31, 2012

NOS Clearing [Member]

USD ($)

Jul. 31, 2012

NOS Clearing [Member]

NOK

Dec. 31, 2012

FTEN [Member]

USD ($)

Dec. 31, 2010

FTEN [Member]

USD ($)

Aug. 31, 2010

SMARTS [Member]

USD ($)

Dec. 31, 2012

SMARTS [Member]

USD ($)

Dec. 31, 2010

SMARTS [Member]

USD ($)

Dec. 31, 2010

Nord Pool ASA [Member]

USD ($)

May 31, 2010

Nord Pool ASA [Member]

USD ($)

May 31, 2010

Nord Pool ASA [Member]

NOK

Business Acquisition [Line Items]

Gain on acquisition

$ 4

Purchase consideration cost held in escrow

Total acquired net assets at fair value

Acquisition recorded as current deferred liability

Acquisition recorded as non-current deferred liability

Acquisition recorded as current deferred asset

Total deferred tax liability

Tax basis of intangible asset acquired

Acquisition effective tax rate

39.55%

30.00%

Acquired intangible assets in customer relationships

Acquired intangible assets in technology

Acquired intangible assets in trade name

Acquired intangible assets in non-compete agreements

Purchased Intangible Assets

^[1]

^[2]

^[3]

^[4]

SMARTS acquisition initial purchase price

SMARTS acquisition working capital adjustment

Total Net Assets (Liabilities) Acquired

204

^[1]

233

110

^[2]

^[3]

^[4]

101

$ 1

$ 43

^[1]

$ (1)

^[2]

$ (5)

^[3]

$ 7

^[4]

$ 7

[1]	In 2012, we recognized a gain of $4 million on our acquisition of NOS Clearing, which is included in merger and strategic initiatives expense in the Consolidated Statements of Income.
[2]	(1) In December 2010, we acquired FTEN, a leading provider of RTRM solutions for the financial securities market, for $110 million in cash. The FTEN purchase consideration included $11 million held in escrow of which $2 million was paid in 2012 and $9 million is still held in escrow, in accordance with the purchase agreement. We acquired net assets, at fair value, totaling $3 million and recorded a current deferred tax liability of $2 million and a non-current deferred tax liability of $16 million related to purchased intangible assets, and we also recorded a non-current deferred tax asset of $14 million related to net operating loss carry forwards, resulting in total net liabilities acquired of $1 million. The total deferred tax liabilities of $18 million represent the tax effect of the difference between the estimated assigned fair value of the acquired intangible assets ($46 million) and the tax basis ($0) of such assets. The estimated amount of $18 million was determined by multiplying the difference of $46 million by FTEN's effective tax rate of 39.55%. The purchased intangible assets of $46 million consisted of $23 million in customer relationships, $12 million in technology, $9 million for the FTEN trade name and $2 million related to non-compete agreements.
[3]	(2) In August 2010, we acquired SMARTS, a leading technology provider of surveillance solutions to exchanges, regulators and brokers, to diversify our Market Technology business and enter the broker surveillance and compliance market. We completed our acquisition of SMARTS for $77 million in cash, which included a $75 million initial purchase price as well as a $2 million working capital adjustment. SMARTS purchase consideration also included $11 million held in escrow of which $9 million was paid in 2012 and $2 million is expected to be paid in 2013, in accordance with the purchase agreement. We acquired net assets, at fair value, totaling $3 million and recorded a current deferred tax liability of $1 million and a non-current deferred tax liability of $7 million related to purchased intangible assets, resulting in total net liabilities acquired of $5 million. The total deferred tax liabilities of $8 million represent the tax effect of the difference between the estimated assigned fair value of the acquired intangible assets ($28 million) and the tax basis ($0) of such assets. The estimated amount of $8 million was determined by multiplying the difference of $28 million by SMARTS' effective tax rate of 30%. The purchased intangible assets of $28 million consisted of $11 million in technology and $17 million in customer relationships.
[4]	(3) In May 2010, we acquired Nord Pool, a derivatives trading market, for $17 million (101 million Norwegian Krone) in cash. We acquired net assets, at fair value, totaling $8 million and recorded a non-current deferred tax liability of $1 million related to purchased intangible assets, resulting in total net assets acquired of $7 million. Through this acquisition, we now hold a Norwegian exchange license and operate the Nordic power market and the European carbon market on one trading platform.

Acquisitions and Divestitures - Additional Information (Detail)
In Millions, unless otherwise specified

12 Months Ended

3 Months Ended

12 Months Ended

3 Months Ended

12 Months Ended

1 Months Ended

Dec. 31, 2012

USD ($)

Dec. 31, 2010

USD ($)

Dec. 31, 2011

USD ($)

Mar. 31, 2010

USD ($)

Jun. 30, 2010

Agora-X [Member]

USD ($)

Dec. 31, 2010

Agora-X [Member]

USD ($)

Jun. 30, 2010

NEURO [Member]

USD ($)

Dec. 31, 2012

IDCG [Member]

USD ($)

Dec. 31, 2012

NOS Clearing [Member]

USD ($)

Jul. 31, 2012

NOS Clearing [Member]

USD ($)

Jul. 31, 2012

NOS Clearing [Member]

NOK

Jul. 31, 2012

NOS Clearing [Member]

Customer relationships [Member]

USD ($)

Dec. 31, 2011

Glide Technologies [Member]

USD ($)

Oct. 31, 2011

Glide Technologies [Member]

USD ($)

May 31, 2012

BWise [Member]

USD ($)

May 31, 2012

BWise [Member]

EUR (€)

Dec. 31, 2012

BWise [Member]

USD ($)

May 31, 2012

BWise [Member]

Acquired net liabilities at fair value [Member]

USD ($)

May 31, 2012

BWise [Member]

Customer relationships [Member]

USD ($)

May 31, 2012

BWise [Member]

Technology [Member]

USD ($)

Dec. 31, 2012

Index business of Mergent, Inc., Including Indxis [Member]

USD ($)

Dec. 31, 2012

Investor Relations, Public Relations and Multimedia Solutions Businesses of Thomson Reuters [Member]

USD ($)

Dec. 31, 2012

TOM [Member]

Business Acquisition [Line Items]

Acquired intangible assets

$ 204

$ 40

^[1]

$ 40

233

$ 22

$ 77

€ 62

$ 77

$ 15

Net assets acquired

^[1]

Percentage of acquired ownership interest

72.00%

Percentage of remaining ownership interest

28.00%

Percentage of total ownership interest

100.00%

Total Net Assets (Liabilities) Acquired

^[1]

(2)

(11)

Acquisition recorded as current deferred tax liability

Acquisition recorded as non-current deferred tax liability

Total deferred tax liabilities

421

289

Tax basis of intangible asset acquired

Acquisition effective tax rate

25.00%

Acquired intangible assets in trade name

Purchased goodwill

127

Proposed acquisition purchase price

390

Proposed acquisition ownership percentage

25.00%

Option to acquire additional ownership percentage

25.10%

Total Net Assets (Liabilities) Acquired

NOCC non-current restricted cash

Loss on divestiture of businesses

$ (14)

$ (11)

$ 5

$ (5)

$ 6

$ 14

[1]	In 2012, we recognized a gain of $4 million on our acquisition of NOS Clearing, which is included in merger and strategic initiatives expense in the Consolidated Statements of Income.

Goodwill and Purchased Intangible Assets - Schedule of Changes in Goodwill (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Goodwill [Line Items]
Balance	$ 5,061
Goodwill acquired	62
Foreign currency translation adjustment	212
Balance	5,335
Market Services [Member]
Goodwill [Line Items]
Balance	4,602
Goodwill acquired
Foreign currency translation adjustment	188
Balance	4,790
Issuer Services [Member]
Goodwill [Line Items]
Balance	306
Goodwill acquired	62
Foreign currency translation adjustment	16
Balance	384
Market Technology [Member]
Goodwill [Line Items]
Balance	153
Foreign currency translation adjustment	8
Balance	$ 161

Carrying amount as of the balance sheet date, which is the cumulative amount paid and (if applicable) the fair value of any noncontrolling interest in the acquiree, adjusted for any amortization recognized prior to the adoption of any changes in generally accepted accounting principles (as applicable) and for any impairment charges, in excess of the fair value of net assets acquired in one or more business combination transactions.

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 141R

-Paragraph 68

-Subparagraph l

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 350

-SubTopic 20

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=14024403&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 350

-SubTopic 20

-Section 45

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6388280&loc=d3e13770-109266

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 142

-Paragraph 45

-Subparagraph e

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 142

-Paragraph 43

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 141R

-Paragraph 72

-Subparagraph d

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 142

-Paragraph 45

-Subparagraph e

-Clause 1

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 141R

-Paragraph 34

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

The aggregate amount of goodwill acquired in the period and allocated to the reportable segment. The value is stated at fair value based on the purchase price allocation.

+ References+ Details

Goodwill and Purchased Intangible Assets - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Goodwill [Line Items]
Goodwill expected to be deductible in future periods	$ 82
Amortization expense for purchased finite-lived intangible assets	52	55	57
Impact of foreign currency translation adjustments	5
Non-cash intangible asset impairment charges	28
Technology [Member]
Goodwill [Line Items]
Non-cash intangible asset impairment charges	19
Customer relationships [Member]
Goodwill [Line Items]
Non-cash intangible asset impairment charges	6
Certain trade name [Member]
Goodwill [Line Items]
Non-cash intangible asset impairment charges	3
Market Services [Member]
Goodwill [Line Items]
Non-cash intangible asset impairment charges	17
Market Technology [Member]
Goodwill [Line Items]
Non-cash intangible asset impairment charges	$ 11

The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.

+ References+ Details

Schedule of Investments [Line Items]

Amount of deferred tax liability attributable to taxable temporary differences from goodwill.

+ References+ Details

Goodwill and Purchased Intangible Assets - Finite-Lived and Indefinite-Lived Intangible Assets (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Total	$ 653
Total Intangible Assets, Gross Amount	1,901	1,852
Accumulated Amortization	(251)	(204)
Total Intangible Assets, Net Amount	1,650	1,648
Exchange and clearing registrations [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Total indefinite-lived intangible assets, Gross Amount	790	790
Total indefinite-lived intangible assets, Accumulated Amortization
Total indefinite-lived intangible assets, Net Amount	790	790
Certain trade name [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Total indefinite-lived intangible assets, Gross Amount	185	181
Total indefinite-lived intangible assets, Accumulated Amortization
Total indefinite-lived intangible assets, Net Amount	185	181
Licenses [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Total indefinite-lived intangible assets, Gross Amount	51	78
Total indefinite-lived intangible assets, Accumulated Amortization
Total indefinite-lived intangible assets, Net Amount	51	78
Indefinite-lived intangible assets [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Total indefinite-lived intangible assets, Gross Amount	992	975
Total indefinite-lived intangible assets, Accumulated Amortization
Total indefinite-lived intangible assets, Net Amount	992	975
Technology [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Total finite-lived intangible assets, Gross Amount	26	42
Accumulated Amortization	(10)	(10)
Total	16	32
Total finite-lived intangible assets, Weighted-Average Useful Life (in Years)	5 years	8 years
Customer relationships [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Total finite-lived intangible assets, Gross Amount	871	854
Accumulated Amortization	(238)	(196)
Total	633	658
Total finite-lived intangible assets, Weighted-Average Useful Life (in Years)	21 years	21 years
Other [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Total finite-lived intangible assets, Gross Amount	6	6
Accumulated Amortization	(2)	(2)
Total	4	4
Total finite-lived intangible assets, Weighted-Average Useful Life (in Years)	8 years	8 years
Foreign currency translation adjustment [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Total finite-lived intangible assets, Gross Amount	6	(25)
Accumulated Amortization	(1)	4
Total	5	(21)
Total indefinite-lived intangible assets, Gross Amount	(34)	(74)
Total indefinite-lived intangible assets, Accumulated Amortization
Total indefinite-lived intangible assets, Net Amount	(34)	(74)
Finite-Lived Intangible Assets [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Total finite-lived intangible assets, Gross Amount	909	877
Accumulated Amortization	(251)	(204)
Total	$ 658	$ 673

Goodwill and Purchased Intangible Assets - Estimated Future Amortization Expense (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
2013	$ 51
2014	49
2015	47
2016	46
2017	44
2018 and thereafter	416
Total	$ 653

Investments - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified

3 Months Ended

12 Months Ended

3 Months Ended

12 Months Ended

Dec. 31, 2011

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Dec. 31, 2012

LCH [Member]

Aug. 31, 2012

LCH [Member]

Dec. 31, 2012

Restricted assets [Member]

Dec. 31, 2011

Restricted assets [Member]

Dec. 31, 2012

DFM [Member]

Dec. 31, 2011

DFM [Member]

Mar. 31, 2012

EMCF [Member]

Dec. 31, 2012

EMCF [Member]

Dec. 31, 2011

EMCF [Member]

Adjusted cost basis of the security

$ 279

^[1]

$ 223

^[1]

$ 279

^[1]

$ 134

$ 212

$ 22

$ 18

Unrealized holding gain in accumulated other comprehensive loss

(15)

(3)

Investment owned, percent of net assets

1.00%

Asset impairment charge

Equity interest equity method investments

Income recognized from our equity interest

(1)

Pro forma ownership

3.70%

Carrying cost of Investment

$ 37

[1]

Property and Equipment, net - Schedule of Property and Equipment, Net (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 612	$ 585
Less: accumulated depreciation and amortization	(401)	(392)
Total property and equipment, net	211	193	164
Data processing equipment and software [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	409	392
Furniture, equipment and leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 203	$ 193

The cumulative amount of depreciation, depletion and amortization (related to property, plant and equipment, but not including land) that has been recognized in the income statement.

+ References+ Details

Gross amount of long-lived physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.

+ References+ Details

Amount, net of accumulated depreciation, depletion and amortization, of long-lived physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.

+ References+ Details

Deferred Revenue - Estimated Deferred Revenue (Detail) (USD $)
In Millions, unless otherwise specified

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Deferred revenue estimated revenue to be recognized

$ 139

295

278

292

Initial Listing Revenues [Member]

Deferred revenue estimated revenue to be recognized

Listing of Additional Shares Revenues [Member]

Deferred revenue estimated revenue to be recognized

Annual Renewal and Other Revenues [Member]

Deferred revenue estimated revenue to be recognized

Market Technology [Member]

Deferred revenue estimated revenue to be recognized

^[1]

^[1]

^[1]

^[1]

^[1]

^[1]

$ 149

^[1],[2]

$ 128

^[2]

$ 146

^[2]

[1]

The timing of recognition of our deferred Market Technology revenues is dependent upon the completion of customization and any significant modifications made pursuant to existing contracts. As such, as it relates to these revenues, the timing represents our best estimate.

[2]

Deferred Revenue - Changes in Deferred Revenue (Detail) (USD $)
In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

$ 278

$ 292

353

^[1]

324

^[1]

(346)

^[1]

(336)

^[1]

(2)

295

278

Initial Listing Revenues [Member]

^[1]

(14)

^[1]

(16)

^[1]

Listing of Additional Shares Revenues [Member]

^[1]

(39)

^[1]

(40)

^[1]

Annual Renewal and Other Revenues [Member]

213

^[1]

219

^[1]

(208)

^[1]

(214)

^[1]

(1)

Market Technology [Member]

128

^[2]

146

^[2]

^[1],[2]

(85)

^[1],[2]

(66)

^[1],[2]

^[2]

(1)

^[2]

$ 149

^[2],[3]

$ 128

^[2]

[1]	The additions and amortization for initial listing revenues, listing of additional shares revenues and annual renewal and other revenues primarily reflect Issuer Services revenues from U.S. listing revenues.
[2]	Market Technology deferred revenues include revenues from delivered client contracts in the support phase charged during the period. Under contract accounting, where customization and significant modifications to the software are made to meet the needs of our customers, total revenues, as well as costs incurred, are deferred until significant modifications are completed and delivered. Once delivered, deferred revenue and the related deferred costs are recognized over the post contract support period. We have included the deferral of costs in other current assets and other non-current assets in the Consolidated Balance Sheets. The amortization of Market Technology deferred revenue primarily includes revenues earned from client contracts recognized during the period.
[3]	The timing of recognition of our deferred Market Technology revenues is dependent upon the completion of customization and any significant modifications made pursuant to existing contracts. As such, as it relates to these revenues, the timing represents our best estimate.

Debt Obligations - Changes in Debt Obligations (Detail) (USD $)
In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Total long-term debt obligations

$ 1,976

$ 2,117

Less current portion

(45)

1,931

2,072

Total long-term debt obligations, Additions

Total long-term debt obligations, Payments, Conversions, Accretion and Other

(141)

(141)

3.75% convertible notes due October 22, 2012 [Member]

2.50% convertible senior notes due August 15, 2013 [Member]

^[1]

^[1]

4.00% senior unsecured notes due January 15, 2015 [Member]

399

^[2]

399

^[2]

5.55% senior unsecured notes due January 15, 2020 [Member]

598

^[2]

598

^[2]

5.25% senior unsecured notes due January 16, 2018 [Member]

368

^[2]

367

^[2]

^[2]

$450 million senior unsecured term loan facility credit agreement due September 19, 2016 [Member]

394

^[3]

439

^[3]

(45)

^[3]

$750 million revolving credit commitment due September 19, 2016 [Member]

126

^[3]

226

^[3]

$ (100)

^[3]

[1]	See "2.50% Convertible Senior Notes" below for further discussion.
[2]	See "Senior Unsecured Notes" below for further discussion.
[3]	See "2011 Credit Facility" below for further discussion.

Unamortized Debt Discount

Carrying amount of long-term debt, net of unamortized discount or premium, including current and noncurrent amounts. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References+ Details

Debt Obligations - Changes in Debt Obligations (Parenthetical) (Detail) (USD $)	12 Months Ended					6 Months Ended	12 Months Ended				12 Months Ended					1 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 3.75% convertible notes due October 22, 2012 [Member]	Dec. 31, 2011 3.75% convertible notes due October 22, 2012 [Member]	Jun. 30, 2012 3.75% convertible notes due October 22, 2012 [Member] Convertible common stock [Member]	Dec. 31, 2012 2.50% convertible senior notes due August 15, 2013 [Member]	Dec. 31, 2011 2.50% convertible senior notes due August 15, 2013 [Member]	Dec. 31, 2010 2.50% convertible senior notes due August 15, 2013 [Member]	Mar. 31, 2008 2.50% convertible senior notes due August 15, 2013 [Member]	Dec. 31, 2012 4.00% senior unsecured notes due January 15, 2015 [Member]	Dec. 31, 2012 5.55% senior unsecured notes due January 15, 2020 [Member]	Dec. 31, 2012 5.25% senior unsecured notes due January 16, 2018 [Member]	Dec. 31, 2012 $450 million senior unsecured term loan facility credit agreement due September 19, 2016 [Member]	Dec. 31, 2012 $750 million revolving credit commitment due September 19, 2016 [Member]	Sep. 30, 2011 2011 Credit Facility [Member]	Dec. 31, 2012 2011 Credit Facility [Member]	Oct. 31, 2011 2011 Credit Facility [Member]
Debt Conversion [Line Items]
Debt instrument, interest rate	3.75%	3.75%	3.75%	3.75%			2.50%	2.50%	2.50%	2.50%	4.00%	5.55%	5.25%
Debt instrument, maturity date				Oct. 22, 2012			Aug. 15, 2013				Jan. 15, 2015	Jan. 15, 2020	Jan. 16, 2018	Sep. 19, 2016	Sep. 19, 2016	Sep. 19, 2016
Debt instrument, principal outstanding				$ 500,000			$ 93,000,000	$ 93,000,000		$ 475,000,000				$ 450,000,000
Debt instrument convertible, number of equity instruments				34,482			1,715,517	1,686,577
Debt Instrument, interest rate during period														1.61%	1.41%
Credit facility, borrowing capacity															750,000,000	1,200,000,000		250,000,000
Senior unsecured																	1,200,000,000
Remaining convertible notes					$ 500,000
Incremental common shares attributable to conversion of debt securities	15,640	34,482	34,482			34,482

Debt Obligations - Additional Information (Detail) (USD $)	12 Months Ended					1 Months Ended	12 Months Ended			1 Months Ended	12 Months Ended	1 Months Ended				12 Months Ended											12 Months Ended						1 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended			1 Months Ended	12 Months Ended						6 Months Ended	12 Months Ended	6 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 Senior Unsecured Bridge Facility [Member]	Dec. 31, 2010 Senior Unsecured Bridge Facility [Member]	Jan. 31, 2010 Senior Unsecured Notes [Member]	Dec. 31, 2012 Senior Unsecured Notes [Member]	Dec. 31, 2011 Senior Unsecured Notes [Member]	Dec. 31, 2010 Senior Unsecured Notes [Member]	Sep. 30, 2011 2016 Term Loan [Member]	Dec. 31, 2012 2016 Term Loan [Member]	Mar. 31, 2012 Revolving Credit Facility [Member]	Nov. 30, 2011 Revolving Credit Facility [Member]	Oct. 31, 2011 2.50% convertible senior notes due August 15, 2013 [Member]	Sep. 20, 2011 2.50% convertible senior notes due August 15, 2013 [Member]	Dec. 31, 2012 2.50% convertible senior notes due August 15, 2013 [Member]	Dec. 31, 2011 2.50% convertible senior notes due August 15, 2013 [Member]	Dec. 31, 2010 2.50% convertible senior notes due August 15, 2013 [Member]	Dec. 31, 2008 2.50% convertible senior notes due August 15, 2013 [Member]	Mar. 31, 2008 2.50% convertible senior notes due August 15, 2013 [Member]	Dec. 31, 2012 2.50% convertible senior notes due August 15, 2013 [Member] Tender offer [Member]	Dec. 31, 2012 2.50% convertible senior notes due August 15, 2013 [Member] Liability Component [Member]	Dec. 31, 2011 2.50% convertible senior notes due August 15, 2013 [Member] Liability Component [Member]	Sep. 20, 2011 2.50% convertible senior notes due August 15, 2013 [Member] Liability Component [Member]	Dec. 31, 2010 2.50% convertible senior notes due August 15, 2013 [Member] Liability Component [Member]	Dec. 31, 2011 2.50% convertible senior notes due August 15, 2013 [Member] Liability Component [Member] Tender offer [Member]	Dec. 31, 2012 2.50% convertible senior notes due August 15, 2013 [Member] Equity Component [Member]	Dec. 31, 2011 2.50% convertible senior notes due August 15, 2013 [Member] Equity Component [Member]	Dec. 31, 2010 2.50% convertible senior notes due August 15, 2013 [Member] Equity Component [Member]	Dec. 31, 2011 2.50% convertible senior notes due August 15, 2013 [Member] Equity Component [Member] Tender offer [Member]	Dec. 31, 2012 4.00% Senior Notes Due 2015	Dec. 31, 2012 5.55% Senior Notes Due 2020 [Member]	Dec. 31, 2010 5.25% Senior Unsecured Notes Due January 16, 2018 [Member]	Dec. 31, 2012 5.25% Senior Unsecured Notes Due January 16, 2018 [Member]	Sep. 30, 2011 2011 Credit Facility [Member]	Dec. 31, 2012 2011 Credit Facility [Member]	Oct. 31, 2011 2011 Credit Facility [Member]	Dec. 31, 2012 2011 Credit Facility [Member] Revolving Credit Facility [Member]	Sep. 30, 2011 2010 Credit Facility [Member]	Dec. 31, 2011 2010 Credit Facility [Member]	Dec. 31, 2010 2010 Credit Facility [Member]	Dec. 31, 2012 2010 Credit Facility [Member]	Jan. 31, 2010 2010 Credit Facility [Member]	Dec. 31, 2009 2010 Credit Facility [Member]	Dec. 31, 2012 2010 Credit Facility [Member] Revolving Credit Facility [Member]	Jun. 30, 2011 2010 Credit Facility [Member] Quarterly payments [Member]	Dec. 31, 2012 2010 Credit Facility [Member] Quarterly payments [Member]	Jun. 30, 2011 2010 Credit Facility [Member] Optional payments [Member]	Jan. 31, 2010 2010 Credit Facility [Member] Tranche A Term Loan [Member]	Jan. 31, 2010 2010 Credit Facility [Member] Tranche X Term Loan [Member]	Dec. 31, 2012 Clearinghouse Credit Facilities [Member]	Dec. 31, 2011 Clearinghouse Credit Facilities [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Debt instrument, principal outstanding																$ 93,000,000	$ 93,000,000			$ 475,000,000		$ 93,000,000	$ 93,000,000	$ 428,000,000	$ 428,000,000						$ 400,000,000	$ 600,000,000		$ 368,000,000					$ 450,000,000
Debt instrument, interest rate	3.75%	3.75%	3.75%													2.50%	2.50%	2.50%		2.50%											4.00%	5.55%	5.25%
Debt instrument, maturity date																Aug. 15, 2013																			Sep. 19, 2016
Conversion of stock issued, conversion rate																18.4504	18.1386
Convertible notes, principal amount																1,000	1,000
Convertible notes, conversion price per share of common stock																$ 54.20	$ 55.13
Debt instrument convertible, number of equity instruments																1,715,517	1,686,577
Percentage of principal amount of notes purchased if fundamental change is applied, maximum	100.00%
Cash payment for repurchase of convertible senior notes															346,000,000
Convertible notes, tender offer price															1,025
Convertible notes, principal amount tendered															1,000
Percentage of principal amount of debt instrument holder eligible for tender offer																78.30%
Gross Equity Component																					335,000,000						71,000,000	71,000,000	80,000,000	(9,000,000)
Charges related to debt extinguishment and refinancing		31,000,000	37,000,000											25,000,000			2,000,000																						6,000,000
Debt issuance costs						8,000,000								2,000,000					10,000,000															3,000,000	5,000,000							13,000,000
Write-off of the associated unamortized debt discount														22,000,000
Debt instrument other cost														1,000,000
Debt instrument, unamortized discount																2,000,000	5,000,000					2,000,000	5,000,000		40,000,000	(22,000,000)
Debt instrument, convertible, effective interest rate																6.53%	6.53%	6.53%
Contractual interest rate																2.50%	2.50%	2.50%
Accretion of debt discounts																3,000,000	13,000,000	14,000,000
Equity component in convertible debt																											39,000,000	39,000,000	48,000,000	(9,000,000)
Amortization expense	3,000,000	6,000,000	6,000,000				1,000,000	1,000,000	1,000,000								1,000,000	2,000,000																		1,000,000				3,000,000	4,000,000
Senior unsecured notes issued						1,000,000,000																											370,000,000
Debt instrument, face amount																															399,000,000	598,000,000
Proceeds from unsecured notes payable																																		367,000,000
Cash on hand from unsecured notes payable																																		3,000,000
Bridge facility				400,000,000
Maximum interest rate on debt instrument																																		7.25%
Aggregate principal amount purchased plus accrued and unpaid interest	101.00%
Credit facility, borrowing capacity																																			1,200,000,000		250,000,000	750,000,000					950,000,000								310,000,000	206,000,000
Total Credit Facility										450,000,000																																							350,000,000	350,000,000
Proceed from term loan										450,000,000
Term loans, optional payment												100,000,000	24,000,000																																			50,000,000
Credit facility, available capacity																																				624,000,000									250,000,000
Cash on hand used																																						96,000,000
Quarterly principal repayment percentage																																				2.50%
Term loans quarterly payment											45,000,000																																			70,000,000	35,000,000
Repayment of loan																																												700,000,000
Other borrowings					370,000,000
Debt instrument, interest rate, effective percentage					1.76%
Line of credit facility, available liquidity																																																			217,000,000	206,000,000
Credit facility satisfy regulatory requirements																																																			$ 93,000,000	$ 241,000,000

Debt Obligations - Changes in Liability and Equity Components of Convertible Senior Notes (Detail) (USD $)

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2012

2.50% convertible senior notes due August 15, 2013 [Member]

Dec. 31, 2011

2.50% convertible senior notes due August 15, 2013 [Member]

Mar. 31, 2008

2.50% convertible senior notes due August 15, 2013 [Member]

Dec. 31, 2012

Equity Component [Member]

2.50% convertible senior notes due August 15, 2013 [Member]

Dec. 31, 2011

Equity Component [Member]

2.50% convertible senior notes due August 15, 2013 [Member]

Dec. 31, 2010

Equity Component [Member]

2.50% convertible senior notes due August 15, 2013 [Member]

Dec. 31, 2012

Liability Component [Member]

2.50% convertible senior notes due August 15, 2013 [Member]

Dec. 31, 2011

Liability Component [Member]

2.50% convertible senior notes due August 15, 2013 [Member]

Sep. 20, 2011

Liability Component [Member]

2.50% convertible senior notes due August 15, 2013 [Member]

Dec. 31, 2010

Liability Component [Member]

2.50% convertible senior notes due August 15, 2013 [Member]

Dec. 31, 2012

Tender offer [Member]

2.50% convertible senior notes due August 15, 2013 [Member]

Dec. 31, 2011

Tender offer [Member]

Equity Component [Member]

2.50% convertible senior notes due August 15, 2013 [Member]

Dec. 31, 2011

Tender offer [Member]

Liability Component [Member]

2.50% convertible senior notes due August 15, 2013 [Member]

Debt Instrument [Line Items]

Principal Balance

$ 93,000,000

$ 475,000,000

$ 93,000,000

$ 428,000,000

2,000,000

5,000,000

2,000,000

5,000,000

40,000,000

(22,000,000)

Net Carrying Amount

1,976,000,000

2,117,000,000

91,000,000

^[1]

88,000,000

^[1]

91,000,000

88,000,000

388,000,000

(313,000,000)

Accretion of debt discount, Unamortized Debt Discount

(3,000,000)

(13,000,000)

Accretion of debt discount, Net Carrying Amount

3,000,000

13,000,000

Gross Equity Component

71,000,000

80,000,000

335,000,000

(9,000,000)

Deferred Taxes

32,000,000

Net Equity Component

$ 39,000,000

$ 48,000,000

$ (9,000,000)

[1]	See "2.50% Convertible Senior Notes" below for further discussion.

Adjustment to additional paid in capital resulting from the recognition of convertible debt instruments as two separate components - a debt component and an equity component. This bifurcation may result in a basis difference associated with the liability component that represents a temporary difference for purposes of applying accounting for income taxes. The initial recognition of deferred taxes for the tax effect of that temporary difference is as an adjustment to additional paid in capital.

+ References+ Details

Including current and noncurrent portions, aggregate carrying amount of long-term borrowings as of the balance sheet date before deducting unamortized discount or premiums (if any). May include notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt, which had initial maturities beyond one year or beyond the normal operating cycle, if longer.

+ References+ Details

The amount of debt discount that was originally recognized at the issuance of the instrument that has yet to be amortized.

+ References+ Details

Amount of deferred tax liability attributable to taxable temporary differences from financing arrangements.

+ References+ Details

+ References+ Details

Debt Obligations - Interest Expense Recognized on Convertible Senior Notes in Condensed Consolidated Statements of Income (Detail) (2.50% convertible senior notes due August 15, 2013 [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
2.50% convertible senior notes due August 15, 2013 [Member]
Debt Instrument [Line Items]
Accretion of debt discount	$ 3	$ 13	$ 14
Contractual interest	3	9	10
Total interest expense recognized on the 2013 Convertible Notes	$ 6	$ 22	$ 24

Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense.

+ References+ Details

Income Taxes - Components of Income Tax Provision (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Tax Disclosure [Line Items]
Current income taxes, Federal	$ 130	$ 129	$ 116
Current income taxes, State	37	34	36
Current income taxes, Foreign	16	23	20
Total current income taxes	183	186	172
Deferred income taxes, Federal	(10)	(18)	(25)
Deferred income taxes, State	6		(26)
Deferred income taxes, Foreign	20	22	16
Total deferred income taxes	16	4	(35)
Total income tax provision	$ 199	$ 190	$ 137

Income Taxes - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Tax Disclosure [Line Items]
Undistributed earnings	$ 81
Income tax credits	17
Income tax benefits primarily related to share-based compensation	7	10	2
Unrecognized tax benefits that would impact effective tax rate	27	11
Interest and penalties related to income tax	5	5
Income taxes paid	177	129	148
US Federal Tax Authority [Member]
Income Tax Disclosure [Line Items]
Net operating loss	10
US Federal Tax Authority [Member] \| Minimum [Member]
Income Tax Disclosure [Line Items]
Operating loss carry forward expiration end date	2023
US Federal Tax Authority [Member] \| Maximum [Member]
Income Tax Disclosure [Line Items]
Operating loss carry forward expiration end date	2032
US Federal Tax Authority [Member] \| Subsidiaries [Member]
Income Tax Disclosure [Line Items]
Net operating loss	5
US Federal Tax Authority [Member] \| FTEN [Member]
Income Tax Disclosure [Line Items]
Net operating loss	5
Foreign [Member]
Income Tax Disclosure [Line Items]
Net operating loss	95
Net operating loss subject to expiration	57
Net operating loss not subject to expiration	38
Foreign [Member] \| Minimum [Member]
Income Tax Disclosure [Line Items]
Operating loss carry forward expiration end date	2018
Foreign [Member] \| Maximum [Member]
Income Tax Disclosure [Line Items]
Operating loss carry forward expiration end date	2022
State and local jurisdiction [Member]
Income Tax Disclosure [Line Items]
Net operating loss subject to expiration	4
State and local jurisdiction [Member] \| Minimum [Member]
Income Tax Disclosure [Line Items]
Operating loss carry forward expiration end date	2013
State and local jurisdiction [Member] \| Maximum [Member]
Income Tax Disclosure [Line Items]
Operating loss carry forward expiration end date	2032
New York State [Member]
Income Tax Disclosure [Line Items]
Income taxes paid	10
Interest on income tax	5
Interest included in unrecognized tax benefits		2
Amount affecting effective tax rate	3
Payment related to tax	5
Finnish Tax Authority [Member]
Income Tax Disclosure [Line Items]
Interest and penalties related to income tax	20
United States [Member]
Income Tax Disclosure [Line Items]
Income tax credits	7
United States [Member] \| Minimum [Member]
Income Tax Disclosure [Line Items]
Income tax credits expiration	2018
United States [Member] \| Maximum [Member]
Income Tax Disclosure [Line Items]
Income tax credits expiration	2027
Non-U.S. [Member]
Income Tax Disclosure [Line Items]
Income tax credits	$ 10
Non-U.S. [Member] \| Minimum [Member]
Income Tax Disclosure [Line Items]
Income tax credits expiration	2014
Non-U.S. [Member] \| Maximum [Member]
Income Tax Disclosure [Line Items]
Income tax credits expiration	2017

Income Taxes - Reconciliation of Provision of Income Taxes (Detail)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Tax Disclosure [Line Items]
Federal income tax provision at the statutory rate	35.00%	35.00%	35.00%
State income tax provision, net of federal effect	4.20%	3.30%	4.20%
Foreign income tax provision at a rate different than the federal rate	(3.60%)	(3.80%)	(3.20%)
Earnings from foreign affiliates, not subject to tax	(3.40%)	(3.40%)	(3.50%)
Change in deferred taxes due to change in tax rate	2.30%	0.50%	(3.00%)
Change in unrecognized tax benefits	2.60%	1.00%	0.50%
Excess capital loss carry back			(2.40%)
Other, net	(0.80%)	0.60%	(1.60%)
Actual income tax provision	36.30%	33.20%	26.00%

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Tax Disclosure [Line Items]
Deferred revenues	$ 31	$ 30
U.S. federal net operating loss	10	15
Foreign net operating loss	95	99
State net operating loss	4	4
Compensation and benefits	112	88
Foreign currency translation	103	194
Lease reserves	14	19
Tax credits	17	19
Other	22	15
Gross deferred tax assets	408	483
Amortization of software development costs and depreciation	(58)	(40)
Amortization of acquired intangible assets	(647)	(629)
Compensation and benefits	(18)
Other	(25)	(28)	0
Gross deferred tax liabilities	(748)	(697)
Net deferred tax liabilities before valuation allowance	(340)	(214)
Less: valuation allowance	(81)	(75)
Net deferred tax liabilities	$ (421)	$ (289)

Income Taxes - Domestic and Foreign Components of Income Before Income Tax Provision (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Tax Disclosure [Line Items]
Domestic	$ 355	$ 321	$ 325
Foreign	193	252	201
Income before income taxes	$ 548	$ 573	$ 526

Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Income Tax Disclosure [Line Items]
Beginning balance	$ 18	$ 12
Additions as a result of tax positions taken in prior periods	16	6
Additions as a result of tax positions taken in the current period	3	3
Reductions related to settlements with taxing authorities	(5)	(2)
Reductions as a result of lapses of the applicable statute of limitations		(1)
Ending balance	$ 32	$ 18

Employee Benefits - Components of Net Periodic Benefit Cost (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Components of net periodic benefit cost
Interest cost	$ 6	$ 6	$ 7
Expected return on plan assets	(5)	(5)	(5)
Recognized net actuarial loss	3	3	3
Settlement loss recognized			1
Net periodic benefit cost	$ 4	$ 4	$ 6

An amount calculated as a basis for determining the extent of delayed recognition of the effects of changes in the fair value of assets. The expected return on plan assets is determined based on the expected long-term rate of return on plan assets and the market-related value of plan assets.

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 87

-Paragraph 264

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 106

-Paragraph 518

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 132R

-Paragraph 5

-Subparagraph h

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 715

-SubTopic 30

-Glossary Expected Return on Plan Assets

-URI http://asc.fasb.org/extlink&oid=6512136

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 715

-SubTopic 60

-Glossary Expected Return on Plan Assets

-URI http://asc.fasb.org/extlink&oid=6512171

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 715

-SubTopic 20

-Section 50

-Paragraph 1

-Subparagraph (h)(3)

-URI http://asc.fasb.org/extlink&oid=21915506&loc=d3e1928-114920

+ Details

The increase in a defined benefit pension plan's projected benefit obligation or a defined benefit postretirement plan's accumulated postretirement benefit obligation due to the passage of time.

+ References+ Details

Employee Benefits - Reconciliation of Changes in Benefit Obligation and Fair Value of Plan Assets (Detail) (USD $)
In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

$ 127

$ 125

(6)

(3)

(6)

(5)

141

127

125

(1)

(6)

(5)

^[1]

(66)

(65)

141

127

Pension [Member]

(1)

(4)

(3)

104

(1)

(4)

(3)

(29)

(24)

104

SERP [Member]

(2)

(2)

(33)

(30)

Post-retirement [Member]

(7)

(2)

(4)

(11)

$ 4

$ 11

[1]	As of December 31, 2012, this balance is held entirely in cash and cash equivalents due to a transition between investment advisors effective January 2013 and will be invested in accordance with the target allocations approved by NASDAQ OMX's Pension and 401(k) Committee.

Employee Benefits - Additional Information (Detail) (USD $)
In Millions, except Share data, unless otherwise specified

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Other non-current liabilities and accrued personnel costs

$ 66

$ 65

Percentage of post-retirement measurement for below age sixty five

9.00%

Percentage of post-retirement measurement for after age sixty five

6.50%

Percentage of expected premium on plan assets

1.00%

^[1]

Common stock shares reserved for future issuance

(66)

(65)

Benefit cost

4,100,000

Non-U.S. Benefit Plans [Member]

Cost or expenses included in compensation and benefit expense

Projected benefit obligation

Benefit cost

U.S. Defined Contribution Savings Plan [Member]

Cost or expenses included in compensation and benefit expense

Percentage of employer contributions

100.00%

Percentage of eligible employee contributions receiving employer contributions

4.00%

Employer retirement contributions [Member]

Cost or expenses included in compensation and benefit expense

Share-based compensation [Member]

Common stock shares reserved for future issuance

3,300,000

Offering periods for ESPP shares, months

Percentage of fair market value of common stock

85.00%

Percentage of discount to employees on purchase of common stock under ESPP

15.00%

Maximum percentage shares purchased from annual compensation

10.00%

Number of shares purchased by employees

289,923

246,850

242,865

Weighted-average price of shares purchased

$ 19.34

$ 20.64

$ 15.08

Compensation expenses

Rate of discount given to employees

15.00%

Equity securities [Member]

^[1]

Fixed income securities [Member]

^[1]

Other investment strategies and cash [Member]

$ 75

^[1]

Minimum [Member] | Equity securities [Member]

Percentage of expected rate of return on plan assets

6.00%

Minimum [Member] | Fixed income securities [Member]

Percentage of expected rate of return on plan assets

3.00%

Minimum [Member] | Other investment strategies and cash [Member]

Percentage of expected rate of return on plan assets

5.00%

Minimum [Member] | Cash [Member]

Percentage of expected rate of return on plan assets

1.00%

Maximum [Member] | Equity securities [Member]

Percentage of expected rate of return on plan assets

8.00%

Maximum [Member] | Fixed income securities [Member]

Percentage of expected rate of return on plan assets

4.00%

Maximum [Member] | Other investment strategies and cash [Member]

Percentage of expected rate of return on plan assets

6.00%

Maximum [Member] | Cash [Member]

Percentage of expected rate of return on plan assets

2.00%

[1]	As of December 31, 2012, this balance is held entirely in cash and cash equivalents due to a transition between investment advisors effective January 2013 and will be invested in accordance with the target allocations approved by NASDAQ OMX's Pension and 401(k) Committee.

Employee Benefits - Weighted-Average Assumptions Used to Determine Benefit Obligations (Detail)	Dec. 31, 2012	Dec. 31, 2011
Pension [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	4.00%	5.00%
Rate of compensation increase
SERP [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	4.00%	5.00%
Rate of compensation increase
Post-retirement [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	4.00%	5.00%
Rate of compensation increase

Employee Benefits - Weighted-Average Actuarial Assumptions for Net benefit Cost (Detail)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Pension [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate, net benefit cost	5.00%	5.25%	5.75%
Rate of compensation increase, net benefit cost
Expected return on plan assets, net benefit cost	7.75%	8.00%	8.00%
SERP [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate, net benefit cost	5.00%	5.25%	5.75%
Rate of compensation increase, net benefit cost
Expected return on plan assets, net benefit cost
Post-retirement [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate, net benefit cost	5.00%	5.25%	5.75%
Rate of compensation increase, net benefit cost
Expected return on plan assets, net benefit cost

An assumption as to the rate of return on plan assets reflecting the average rate of earnings expected on the funds invested or to be invested to provide for the benefits included in the benefit obligation.

+ References+ Details

Employee Benefits - Fair Value of Plan Assets by Asset Category and Fair Value Hierarchy (Detail) (USD $)
In Millions, unless otherwise specified

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

$ 75

^[1]

$ 62

$ 65

Equity securities [Member]

^[1]

Fixed income securities [Member]

^[1]

Other investment strategies and cash [Member]

^[1]

Level 1 [Member]

^[2]

Level 1 [Member] | Equity securities [Member]

^[2]

Level 1 [Member] | Fixed income securities [Member]

^[2]

Level 1 [Member] | Other investment strategies and cash [Member]

^[2]

Level 2 [Member]

^[2]

Level 2 [Member] | Equity securities [Member]

^[2]

Level 2 [Member] | Fixed income securities [Member]

^[2]

Level 2 [Member] | Other investment strategies and cash [Member]

^[2]

Level 3 [Member]

^[2]

Level 3 [Member] | Equity securities [Member]

^[2]

Level 3 [Member] | Fixed income securities [Member]

^[2]

Level 3 [Member] | Other investment strategies and cash [Member]

^[2]

[1]	As of December 31, 2012, this balance is held entirely in cash and cash equivalents due to a transition between investment advisors effective January 2013 and will be invested in accordance with the target allocations approved by NASDAQ OMX's Pension and 401(k) Committee.
[2]	See Note 15, "Fair Value of Financial Instruments," for further discussion of fair value measurements.

Assets, usually stocks, bonds, and other investments, that have been segregated and restricted (usually in a trust) to provide benefits, at their fair value as of the measurement date. Plan assets include amounts contributed by the employer (and by employees for a contributory plan) and amounts earned from investing the contributions, less benefits paid. If a plan has liabilities other than for benefits, those non-benefit obligations may be considered as reductions of plan assets.

+ References+ Details

Employee Benefits - Accumulated Other Comprehensive Income (Loss) (Detail) (USD $)
In Millions, unless otherwise specified

Dec. 31, 2012

Dec. 31, 2011

$ (43)

(25)

^[1]

(19)

^[1]

Pension [Member]

(45)

(26)

SERP [Member]

(5)

(3)

Post-retirement [Member]

(3)

$ 4

[1]	Amounts primarily represent unrecognized net actuarial gains (losses) related to the NASDAQ OMX Benefit Plans.

The total of net gain (loss), prior service cost (credit), and transition assets (obligations), as well as minimum pension liability if still remaining, included in accumulated other comprehensive income associated with a defined benefit pension or other postretirement plan(s) because they have yet to be recognized as components of net periodic benefit cost.

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 220

-SubTopic 10

-Section 45

-Paragraph 14

-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e681-108580

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 220

-SubTopic 10

-Section 45

-Paragraph 11

-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e637-108580

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 220

-SubTopic 10

-Section 45

-Paragraph 14A

-URI http://asc.fasb.org/extlink&oid=20435746&loc=SL7669686-108580

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 220

-SubTopic 10

-Section 45

-Paragraph 10A

-Subparagraph (j-k)

-URI http://asc.fasb.org/extlink&oid=20435746&loc=SL7669646-108580

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 715

-SubTopic 20

-Section 50

-Paragraph 1

-Subparagraph (i)

-URI http://asc.fasb.org/extlink&oid=21915506&loc=d3e1928-114920

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 130

-Paragraph 26

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 158

-Paragraph 7

-Subparagraph c

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 132R

-Paragraph 5

-Subparagraph i

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Employee Benefits - Estimated Future Benefit Payments (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
Defined Benefit Plan Disclosure [Line Items]
2013	$ 13
2014	7
2015	7
2016	7
2017	9
2018 through 2022	34
Estimated Future Benefit Payments	77
Pension [Member]
Defined Benefit Plan Disclosure [Line Items]
2013	4
2014	4
2015	4
2016	5
2017	4
2018 through 2022	25
Estimated Future Benefit Payments	46
SERP [Member]
Defined Benefit Plan Disclosure [Line Items]
2013	8
2014	2
2015	3
2016	2
2017	5
2018 through 2022	8
Estimated Future Benefit Payments	28
Post-retirement [Member]
Defined Benefit Plan Disclosure [Line Items]
2013	1
2014	1
2018 through 2022	1
Estimated Future Benefit Payments	$ 3

Share-Based Compensation - Additional Information (Detail) (USD $)
In Millions, except Share data, unless otherwise specified

12 Months Ended

9 Months Ended

1 Months Ended

12 Months Ended

1 Months Ended

12 Months Ended

Dec. 31, 2012

Mar. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Sep. 30, 2012

Jun. 30, 2012

Mar. 31, 2012

Chief executive officer's and executive vice presidents' [Member]

Mar. 31, 2012

Senior vice presidents' [Member]

Dec. 31, 2012

2012 PSUs Plans [Member]

Sep. 30, 2012

One-year performance period [Member]

Feb. 29, 2012

Three-year performance period [Member]

Aug. 03, 2010

Stock Option Exchange Program [Member]

Dec. 31, 2012

Stock Option Exchange Program [Member]

Dec. 31, 2012

Minimum [Member]

Dec. 31, 2012

Maximum [Member]

Feb. 28, 2011

PSUs [Member]

Dec. 31, 2012

PSUs [Member]

Mar. 31, 2012

PSUs [Member]

Company

Dec. 31, 2011

PSUs [Member]

Dec. 31, 2010

PSUs [Member]

Dec. 31, 2012

PSUs [Member]

One-year performance period [Member]

Dec. 31, 2011

PSUs [Member]

One-year performance period [Member]

Dec. 31, 2010

PSUs [Member]

One-year performance period [Member]

Dec. 31, 2012

PSUs [Member]

Three-year performance period [Member]

Dec. 31, 2011

PSUs [Member]

Three-year performance period [Member]

Dec. 31, 2010

PSUs [Member]

Three-year performance period [Member]

Dec. 31, 2012

Restricted stock [Member]

Dec. 31, 2012

Restricted stock [Member]

2012 PSUs Plans [Member]

Dec. 31, 2011

Non-qualified stock options [Member]

Restricted stock vesting range

3 years

5 years

General expiration period of stock options

Grants vest on anniversary if performance exceeds, years

Third

Grants vest on anniversary if performance met, years

Fourth

Grants vest on anniversary if performance not met, years

Fifth

Percentage of target amount granted, minimum

0.00%

Percentage of target amount granted, maximum

150.00%

Chief executive officer's and executive vice presidents' long-term stock-based compensation

100.00%

50.00%

Performance-based long-term incentive program weighted percentage

50.00%

Minimum Payout

0.00%

Maximum payout

200.00%

Performance period (year)

Minimum payout

100.00%

Number of exchange companies in first peer group

Option exchange ratio

1.4

Range of Exercise Prices, Lower Limit

$ 30

Stock option date of expiration

Aug. 03, 2010

Stock options tendered by employees

800,000

Percentage of stock options eligible for exchange

90.00%

Stock options, granted

1,267,430

^[1]

1,855,979

^[1]

600,000

Exercise price

$ 20.52

$ 20.04

Vesting period (in years)

Grants received by certain executive officers and a select group of non officer employees

1,072,446

632,368

629,743

370,976

532,368

549,743

701,470

100,000

80,000

Additional PSUs

251,224

40,000

19,142

Performance period of grants received, years

Common stock shares reserved for future issuance

4,100,000

Discount for ESPP

15.00%

Paid quarterly cash dividends

$ 0.13

Net cash proceeds from the exercise of stock options

$ 15

$ 10

$ 7

Exercise of stock options

2,051,066

1,030,721

708,731

Closing stock price

$ 24.99

Total number of in-the-money stock options exercisable

3,200,000

Stock options, exercisable

5,800,000

Weighted-average exercise price

$ 15.02

Total fair value of stock option vested

Total pre-tax intrinsic value of stock options exercised

Total unrecognized compensation cost

$ 5

$ 62

Weighted-average period unrecognized compensation cost is expected to be recognized, in years

1 year 2 months 12 days

1 year 8 months 12 days

[1]

Stock options granted in 2011 and 2010 primarily reflect our company-wide equity grants issued in March 2011 and 2010, which include a performance-based accelerated vesting feature based on achievement of specific levels of corporate performance, as described above. Stock options granted in 2010 also include the issuance of replacement stock options in connection with our stock option exchange program. See "Stock Option Exchange Program" above for further discussion.

Share-Based Compensation - Schedule of Weighted-Average Assumptions Used to Determine Weighted-Average Fair Values (Detail) (USD $)

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items]

Weighted-average risk free interest rate

^[1]

2.16%

2.03%

Expected volatility

^[1]

27.00%

32.00%

Dividend yield

^[1]

Weighted-average fair value at grant date

^[1]

$ 7.06

$ 6.30

PSUs [Member]

Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items]

Weighted-average risk free interest rate

0.34%

Expected volatility

32.91%

^[2]

Dividend yield

2.08%

Weighted-average fair value at grant date

$ 22.50

[1]	No stock option awards were granted during the year ended December 31, 2012.
[2]	We use historic volatility for PSU awards issued under the TSR program, as implied volatility cannot be used when simulating multivariate prices for companies in the S&P 500.

The estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period.

+ References+ Details

Share-Based Compensation - Summary of Share-Based Compensation Expense (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense before income taxes	$ 46	$ 36	$ 33
Income tax benefit	(18)	(14)	(13)
Share-based compensation expense after income taxes	$ 28	$ 22	$ 20

Represents the expense recognized during the period arising from equity-based compensation arrangements (for example, shares of stock, unit, stock options or other equity instruments) with employees, directors and certain consultants qualifying for treatment as employees.

+ References+ Details

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

The component of income tax expense representing amounts paid or payable (or refundable) which are classified as "income taxes" as determined by applying the provisions of enacted tax law to other than the taxable Income or Loss from continuing operations for the period. Items affecting income taxes and required to be disclosed, but not included elsewhere, would also be designated as "Other".

+ References+ Details

Share-Based Compensation - Summary of Weighted-Average Assumptions Stock Option Awards (Detail) (USD $)

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Expected life (in years)

^[1]

5 years

Weighted-average risk free interest rate

^[1]

2.16%

2.03%

Expected volatility

^[1]

27.00%

32.00%

Dividend yield

^[1]

Weighted-average fair value at grant date

^[1]

$ 7.06

$ 6.30

[1]	No stock option awards were granted during the year ended December 31, 2012.

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

+ References+ Details

Share-Based Compensation - Summary of Stock Option Activity (Detail) (USD $)

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Number of Stock Options Outstanding, Beginning of period

9,924,035

10,112,842

10,206,871

Number of Stock Options, Granted

1,267,430

^[1]

1,855,979

^[1]

Number of Stock Options, Exercised

(2,051,066)

(1,030,721)

(708,731)

Number of Stock Options, Forfeited or expired

(327,192)

(425,516)

(395,148)

Stock option exchange program

(846,129)

^[2]

Number of Stock Options Outstanding, End of period

7,545,777

9,924,035

10,112,842

Weighted-Average Exercise Price, Outstanding Beginning of period

$ 18.33

$ 16.92

$ 18.18

Weighted-Average Exercise Price, Granted

$ 25.28

^[1]

$ 19.87

^[1]

Weighted-Average Exercise Price, Exercised

$ 7.37

$ 9.68

$ 9.23

Weighted-Average Exercise Price, Forfeited or expired

$ 23.41

$ 26.85

$ 29.87

Weighted-Average Exercise Price, Stock option exchange program

38.96

^[2]

Weighted-Average Exercise Price, Outstanding End of period

$ 21.10

$ 18.33

$ 16.92

[1]

Stock options granted in 2011 and 2010 primarily reflect our company-wide equity grants issued in March 2011 and 2010, which include a performance-based accelerated vesting feature based on achievement of specific levels of corporate performance, as described above. Stock options granted in 2010 also include the issuance of replacement stock options in connection with our stock option exchange program. See "Stock Option Exchange Program" above for further discussion.

[2]

Represents stock options tendered in our stock option exchange program. See "Stock Option Exchange Program" above for further discussion.

Share-Based Compensation - Summary of Significant Ranges of Outstanding and Exercisable Stock Options (Detail) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Stock Options	7,545,777
Weighted-Average Remaining Contractual Term	5 years 4 days
Weighted-Average Exercise Price	$ 21.10
Aggregate Intrinsic Value	$ 45
Number Exercisable	5,285,547
Weighted-Average Remaining Contractual Term	3 years 10 months 24 days
Weighted-Average Exercise Price	$ 20.52
Aggregate Intrinsic Value	39
$6.15 - $19.69 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Stock Options	1,986,331
Weighted-Average Remaining Contractual Term	1 year 5 months 5 days
Weighted-Average Exercise Price	$ 7.66
Aggregate Intrinsic Value	34
Number Exercisable	1,906,464
Weighted-Average Remaining Contractual Term	1 year 2 months 16 days
Weighted-Average Exercise Price	$ 7.17
Aggregate Intrinsic Value	34
Range of Exercise Prices, Lower Limit	$ 6.15
Range of Exercise Prices, Upper Limit	$ 19.69
$19.70 - $25.01 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Stock Options	2,381,434
Weighted-Average Remaining Contractual Term	6 years 10 months 13 days
Weighted-Average Exercise Price	$ 20.52
Aggregate Intrinsic Value	11
Number Exercisable	1,258,206
Weighted-Average Remaining Contractual Term	6 years 7 months 2 days
Weighted-Average Exercise Price	$ 20.97
Aggregate Intrinsic Value	5
Range of Exercise Prices, Lower Limit	$ 19.70
Range of Exercise Prices, Upper Limit	$ 25.01
$25.02 - $35.91 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Stock Options	1,905,297
Weighted-Average Remaining Contractual Term	7 years 1 month 6 days
Weighted-Average Exercise Price	$ 25.30
Aggregate Intrinsic Value
Number Exercisable	848,162
Weighted-Average Remaining Contractual Term	5 years 9 months 18 days
Weighted-Average Exercise Price	$ 25.31
Aggregate Intrinsic Value
Range of Exercise Prices, Lower Limit	$ 25.02
Range of Exercise Prices, Upper Limit	$ 35.91
$35.92 - $45.59 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Stock Options	1,272,715
Weighted-Average Remaining Contractual Term	3 years 11 months 23 days
Weighted-Average Exercise Price	$ 36.88
Aggregate Intrinsic Value
Number Exercisable	1,272,715
Weighted-Average Remaining Contractual Term	3 years 11 months 23 days
Weighted-Average Exercise Price	$ 36.88
Aggregate Intrinsic Value
Range of Exercise Prices, Lower Limit	$ 35.92
Range of Exercise Prices, Upper Limit	$ 45.59

Share-Based Compensation - Summary of Restricted Stock (Detail) (USD $)

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Restricted stock [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Number of Awards, Granted

3,371,333

2,759,091

2,208,748

1,478,855

^[1]

1,393,373

^[1]

1,223,921

^[1]

Number of Awards, Vested

(1,295,030)

(353,235)

(459,759)

Number of Awards, Forfeited

(350,970)

(427,896)

(213,819)

Weighted-Average Grant Date Fair Value, Unvested balances

3,204,188

3,371,333

2,759,091

$ 23.10

$ 22.00

$ 27.48

Weighted-Average Grant Date Fair Value, Granted

$ 23.62

$ 25.31

$ 19.80

Weighted-Average Grant Date Fair Value, Vested

$ 23.39

$ 24.26

$ 39.89

Weighted-Average Grant Date Fair Value, Forfeited

$ 23.29

$ 22.28

$ 26.87

Weighted-Average Grant Date Fair Value, Unvested balances

$ 23.20

$ 23.10

$ 22.00

PSUs [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Number of Awards, Granted

1,315,180

1,098,629

552,682

1,363,670

^[2]

651,510

^[2]

714,328

^[2]

Number of Awards, Vested

(702,486)

(279,447)

(120,000)

Number of Awards, Forfeited

(96,565)

(155,512)

(48,381)

Weighted-Average Grant Date Fair Value, Unvested balances

1,879,799

1,315,180

1,098,629

$ 23.33

$ 24.25

$ 31.59

Weighted-Average Grant Date Fair Value, Granted

$ 23.28

$ 25.14

$ 20.31

Weighted-Average Grant Date Fair Value, Vested

$ 23.74

$ 28.70

$ 33.19

Weighted-Average Grant Date Fair Value, Forfeited

$ 23.30

$ 27.94

$ 27.79

Weighted-Average Grant Date Fair Value, Unvested balances

$ 23.14

$ 23.33

$ 24.25

[1]	Restricted stock granted in 2012, 2011 and 2010 primarily reflect our company wide grants, which include a performance-based accelerated vesting feature based on achievement of specific levels of corporate performance, as described above.
[2]	PSUs granted in 2012, 2011 and 2010 primarily reflect awards issued to certain officers, as described above.

The weighted average fair value at grant date for nonvested equity-based awards issued during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).

+ References+ Details

The number of non-vested equity-based payment instruments, excluding stock (or unit) options, that validly exist and are outstanding as of the balance sheet date.

+ References+ Details

The weighted average fair value of nonvested awards on equity-based plans excluding option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, revenue or profit achievement stock award plan) for which the employer is contingently obligated to issue equity instruments or transfer assets to an employee who has not yet satisfied service or performance criteria necessary to gain title to proceeds from the sale of the award or underlying shares or units.

+ References+ Details

The weighted average fair value as of grant date pertaining to an equity-based award plan other than a stock (or unit) option plan for which the grantee gained the right during the reporting period, by satisfying service and performance requirements, to receive or retain shares or units, other instruments, or cash in accordance with the terms of the arrangement.

+ References+ Details

Nasdaq Omx Stockholders' Equity - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended	12 Months Ended				3 Months Ended	12 Months Ended					12 Months Ended	3 Months Ended	1 Months Ended
	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2010 Borse Dubai [Member]	Dec. 31, 2011 Share repurchase program [Member]	Dec. 31, 2012 Share repurchase program [Member]	Dec. 31, 2010 Share repurchase program [Member]	Dec. 31, 2010 Share repurchase program [Member] Borse Dubai [Member]	Dec. 31, 2012 Series A Preferred Stock [Member]	Dec. 31, 2011 Series A Preferred Stock [Member]	Dec. 31, 2012 Other Repurchases of Common Stock [Member]	Sep. 30, 2012 Additional Common Stock [Member]	Jan. 31, 2013 Dividend Declared [Member]
Stockholders Equity [Line Items]
Common stock, shares authorized	300,000,000	300,000,000	300,000,000
Common stock, shares issued	213,398,111	213,426,908	213,398,111
Common stock, shares outstanding	173,552,939	165,605,838	173,552,939
Common stock holder voting rights, maximum percentage of the then-outstanding shares of NASDAQ OMX common stock		5.00%
Common stock in treasury, shares	39,845,172	47,821,070	39,845,172
Share repurchase program, authorized amount	$ 300												$ 300
Treasury shares acquired						3,983,481	11,544,457	15,050,647				766,260
Average price of repurchased stock					$ 21.82	$ 25.10	$ 23.82	$ 19.95
Aggregate purchase price	860	1,058	860			100	275		497
Remaining authorized share repurchase amounts under repurchase program							225
Board of directors authorized share repurchase program					22,781,000			550,000,000
Conversion of Convertible Securities (in shares)					22,781,000
Cash paid for repurchase of common stock		$ 275	$ 100	$ 797				$ 300
Preferred stock, shares authorized	30,000,000	30,000,000	30,000,000
Preferred stock par value		$ 0.01
Preferred stock, series A convertible preferred stock: shares issued	1,600,000	1,600,000	1,600,000							1,600,000	1,600,000
Preferred stock, series A convertible preferred stock: shares outstanding	0	0	0							0	0
Cash dividend per share		$ 0.39												$ 0.13
Dividend declared, date payable														Mar. 01, 2013
Dividend declared, record date														Mar. 01, 2013

Nasdaq Omx Stockholders' Equity - Schedule of Dividends Declared (Detail) (USD $)
In Millions, except Per Share data, unless otherwise specified

12 Months Ended

Dec. 31, 2012

$ 0.39

$ 65

April 23, 2012 [Member]

Declaration Date

Apr. 23, 2012

Record Date

Jun. 15, 2012

Payment Date

Jun. 29, 2012

$ 0.13

^[1]

July 25, 2012 [Member]

Declaration Date

Jul. 25, 2012

Record Date

Sep. 14, 2012

Payment Date

Sep. 28, 2012

$ 0.13

^[1]

October 24, 2012 [Member]

Declaration Date

Oct. 24, 2012

Record Date

Dec. 14, 2012

Payment Date

Dec. 28, 2012

$ 0.13

Unrealized Holding Gains on Available-For-Sale Investment Securities, Gross balance

$ 22

^[1]

[1]	These amounts were recorded in retained earnings in the Consolidated Balance Sheets at December 31, 2012.

Nasdaq Omx Stockholders' Equity - Components of Accumulated Other Comprehensive Loss (Detail) (USD $)
In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Stockholders Equity [Line Items]

$ 4

Income tax benefit, net of valuation allowance

Unrealized Holding Gains on Available-For-Sale Investment Securities, Net balance

Foreign Currency Translation Adjustments, Gross balance

(265)

^[1]

(527)

^[1]

Foreign Currency Translation Adjustments, Income taxes

100

^[1]

195

^[1]

Foreign Currency Translation Adjustments, Net balance

(165)

^[1]

(332)

^[1]

Employee Benefit Plan Adjustments, Gross balance

(43)

^[2]

(33)

^[2]

Employee Benefit Plan Adjustments, Income taxes

^[2]

Employee Benefit Plan Adjustment, Net balance

(25)

^[2]

(19)

^[2]

Accumulated Other Comprehensive Loss, Gross balance

(304)

(560)

Accumulated Other Comprehensive Loss, Income taxes

119

210

Accumulated Other Comprehensive Loss, Net balance

$ (185)

$ (350)

[1]	Amounts include cumulative gains and losses on foreign currency translation adjustments from non-U.S. subsidiaries for which the functional currency is other than the U.S. dollar.
[2]	Amounts primarily represent unrecognized net actuarial gains (losses) related to the NASDAQ OMX Benefit Plans.

Earnings Per Share - Summary of Computation of Basic and Diluted Earnings Per Share (Detail) (USD $)
In Millions, except Share data, unless otherwise specified

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]

Net income attributable to NASDAQ OMX

$ 352

$ 387

$ 395

Accretion of series A convertible preferred stock

(1)

Net income attributable to common shareholders for basic and diluted earnings per share

$ 352

$ 387

$ 394

Weighted-average common shares outstanding for basic earnings per share

168,254,653

^[1]

176,331,819

^[1]

202,975,623

^[1]

Employee equity awards

4,317,577

3,644,946

3,504,550

3.75% convertible notes assumed converted into common stock

15,640

34,482

Weighted-average common shares outstanding for diluted earnings per share

172,587,870

^[1]

180,011,247

^[1]

206,514,655

^[1]

Basic earnings per share

$ 2.09

$ 2.20

$ 1.94

Diluted earnings per share

$ 2.04

$ 2.15

$ 1.91

[1]

The decrease in the weighted-average common shares outstanding for basic and diluted earnings per share primarily reflects the weighted-average impact of the share repurchase from Borse Dubai and other purchases related to our share repurchase programs made in 2012, 2011 and 2010. See "Share Repurchase Programs and Share Repurchase from Borse Dubai," of Note 13, "NASDAQ OMX Stockholders' Equity," for further discussion.

Earnings Per Share - Additional Information (Detail)	12 Months Ended											12 Months Ended
Earnings Per Share - Additional Information (Detail)	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2012 Common stock [Member]	Dec. 31, 2011 Common stock [Member]	Dec. 31, 2010 Common stock [Member]	Dec. 31, 2012 2.50% convertible senior notes due August 15, 2013 [Member]	Dec. 31, 2011 2.50% convertible senior notes due August 15, 2013 [Member]	Dec. 31, 2010 2.50% convertible senior notes due August 15, 2013 [Member]	Mar. 31, 2008 2.50% convertible senior notes due August 15, 2013 [Member]	Dec. 31, 2012 Restricted stock and PSU's [Member]	Dec. 31, 2011 Restricted stock and PSU's [Member]	Dec. 31, 2010 Restricted stock and PSU's [Member]	Dec. 31, 2012 Common stock [Member]	Dec. 31, 2011 Common stock [Member]	Dec. 31, 2010 Common stock [Member]
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Stock options to purchase shares	7,545,777	9,924,035	10,112,842	10,206,871	7,545,777	9,924,035	10,112,842					5,083,987	4,686,513	3,857,720
Weighted average number diluted shares outstanding	4,317,577	3,644,946	3,504,550									4,142,097	4,053,698	1,086,998	4,313,316	6,506,899	4,873,543
Incremental common shares attributable to conversion of debt securities	15,640	34,482	34,482
Debt instrument, interest rate	3.75%	3.75%	3.75%					2.50%	2.50%	2.50%	2.50%

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

The number of shares reserved for issuance under stock option agreements awarded under the plan that validly exist and are outstanding as of the balance sheet date, including vested options.

+ References+ Details

Fair Value of Financial Instruments - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $)
In Millions, unless otherwise specified

Dec. 31, 2012

Dec. 31, 2011

$ 223

^[1]

$ 279

^[1]

175

^[2]

398

1,845

1,566

^[3]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

1,566

^[3]

Level 1 [Member]

223

^[1]

279

^[1]

175

^[2]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

398

279

Level 2 [Member]

1,566

1,566

^[3]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

1,566

^[3]

Level 3 [Member]

^[1]

^[2]

^[3]

^[3]

[1]	Primarily comprised of trading securities, mainly Swedish government debt securities, of $201 million as of December 31, 2012 and $261 million as of December 31, 2011. Of these securities, $134 million as of December 31, 2012 and $212 million as of December 31, 2011 are restricted assets to meet regulatory capital requirements primarily for clearing operations at NASDAQ OMX Nordic Clearing. This balance also includes our available-for-sale investment security in DFM of $22 million as of December 31, 2012 and $18 million as of December 31, 2011. See Note 6, "Investments," for further discussion of our trading investment securities and available-for-sale investment security.
[2]	In March 2012, NASDAQ OMX Nordic Clearing implemented member sponsored default funds. Default fund contributions may include cash contributions which can be invested by NASDAQ OMX Nordic Clearing, in accordance with its investment policy, either in highly rated government debt securities or reverse repurchase agreements with highly rated government debt securities as collateral. As of December 31, 2012, $175 million of cash contributions have been invested in highly rated government debt securities. See Note 16, "Clearing Operations," for further discussion of default fund contributions.
[3]	Prior to the new clearing structure, discussed in Note 16, "Clearing Operations," these amounts represented net amounts associated with our clearing operations in the derivative markets with NASDAQ OMX Nordic Clearing. Receivables and payables attributable to outstanding derivative positions were netted to the extent that such a legal offset right existed and, at the same time, that it was NASDAQ OMX Nordic Clearing's intention to settle these items. See "Derivative Positions, at Fair Value and Resale and Repurchase Agreements, at Contract Value Prior to March 2012," of Note 16, "Clearing Operations," for further discussion. The new clearing structure significantly changed the nature and extent of the risk of loss to NASDAQ OMX Nordic Clearing in the event of a member default. Since the risk of loss will now be shared amongst clearing members, beginning in March 2012, we no longer record these derivative positions in the Consolidated Balance Sheets.

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Derivative instrument obligations meeting the definition of a liability which the Company is a party to as of the balance sheet date.

+ References+ Details

Fair Value of Financial Instruments - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Parenthetical) (Detail) (USD $)
In Millions, unless otherwise specified

Dec. 31, 2012

Dec. 31, 2011

$ 223

^[1]

$ 279

^[1]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

175

^[2]

Trading securities [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

201

261

Restricted assets [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

134

212

DFM [Member]

$ 22

$ 18

[1]

[2]

In March 2012, NASDAQ OMX Nordic Clearing implemented member sponsored default funds. Default fund contributions may include cash contributions which can be invested by NASDAQ OMX Nordic Clearing, in accordance with its investment policy, either in highly rated government debt securities or reverse repurchase agreements with highly rated government debt securities as collateral. As of December 31, 2012, $175 million of cash contributions have been invested in highly rated government debt securities. See Note 16, "Clearing Operations," for further discussion of default fund contributions.

Clearing Operations - Schedule of Clearing Member Default Fund Contributions (Parenthetical) (Detail) (USD $)
In Millions, unless otherwise specified

Dec. 31, 2012

Remaining balance of default fund contributions in cash

$ 175

Investment of cash contributions in highly rated debt securities

175

^[1]

NASDAQ OMX Nordic [Member]

Investment of cash contributions in highly rated debt securities

$ 1

[1]

In March 2012, NASDAQ OMX Nordic Clearing implemented member sponsored default funds. Default fund contributions may include cash contributions which can be invested by NASDAQ OMX Nordic Clearing, in accordance with its investment policy, either in highly rated government debt securities or reverse repurchase agreements with highly rated government debt securities as collateral. As of December 31, 2012, $175 million of cash contributions have been invested in highly rated government debt securities. See Note 16, "Clearing Operations," for further discussion of default fund contributions.

Clearing Operations - Additional Information (Detail) (USD $)

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Power of assessment of the clearing member's contribution to the financial markets and commodities markets default funds

$ 223,000,000

^[1]

$ 279,000,000

^[1]

100.00%

Resale agreements, at contract value

1,566,000,000

3,745,000,000

Market value of derivative contracts outstanding, prior to netting

1,567,000,000

Total number of derivative contracts cleared through NOS Clearing

105,538,477

Restricted cash

85,000,000

34,000,000

NASDAQ OMX Nordic [Member]

Credit facility, borrowing capacity

113,000,000

93,000,000

Committed amount of credit facility toward regulatory requirements

9,000,000

Clearing members pledged margin collateral

6,300,000,000

5,000,000,000

Contract value of resale and repurchase agreements

5,500,000,000

Total number of derivative contracts cleared

3,601,969

Liability Waterfall [Member]

Junior capital, cash deposits and pledged assets

15,000,000

Senior capital, cash deposits and pledged assets

23,000,000

NOS Clearing [Member]

Clearing members pledged margin collateral

406,000,000

Market value of derivative contracts outstanding, prior to netting

32,000,000

Total number of derivative contracts cleared through NOS Clearing

1,778,414

Restricted cash

45,000,000

IDCG And NOCC [Member]

Cash collateral for borrowed securities

33,000,000

9,000,000

NOCC [Member]

Aggregate amount of letters of credit

101,000,000

81,000,000

NOCC guarantee fund [Member]

Contribution to guarantee fund

25,000,000

IDCG guarantee fund [Member]

Contribution to guarantee fund

72,000,000

Cash contributed to IDCG's guaranty fund

$ 8,000,000

Maximum [Member]

Resale and repurchase agreements maturity (in days)

[1]

Clearing Operations - Schedule of Derivative Contracts Outstanding (Detail) (USD $)
In Millions, unless otherwise specified

Dec. 31, 2012

Contract

Dec. 31, 2011

$ 1,567

105,538,477

1,758

1,758

Commodity forwards and options [Member]

1,116

^[1],[2]

879,737

^[3]

1,152

^[1],[2]

1,152

^[1],[2]

Fixed-income options and futures [Member]

182

^[2],[4]

32,915,646

272

^[2],[4]

272

^[2],[4]

Stock options and futures [Member]

173

^[2],[4]

29,480,517

197

^[2],[4]

197

^[2],[4]

Index options and futures [Member]

^[2],[4]

42,262,577

137

^[2],[4]

$ 137

^[2],[4]

[1]	We determined the fair value of our forward contracts using standard valuation models that were based on market-based observable inputs including LIBOR rates and the spot price of the underlying instrument.
[2]	We determined the fair value of our 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.
[3]	The total volume in cleared power related to commodity contracts was 1,703 Terawatt hours (TWh).
[4]	We determined the fair value of our futures contracts based upon quoted market prices and average quoted market yields.

Fair value of derivative asset, presented on a gross basis even when the derivative instrument is subject to master netting arrangements and qualifies for net presentation in the statement of financial position.

+ References+ Details

Fair value of derivative liability, presented on a gross basis even when the derivative instrument is subject to master netting arrangements and qualifies for net presentation in the statement of financial position.

+ References+ Details

Leases - Future Minimum Lease Payments (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
Leases [Line Items]
Gross Lease Commitments, 2013	$ 76
Gross Lease Commitments, 2014	69
Gross Lease Commitments, 2015	67
Gross Lease Commitments, 2016	63
Gross Lease Commitments, 2017	59
Gross Lease Commitments, Thereafter	142
Gross lease commitments, Total	476
Sublease Income, 2013	5
Sublease Income, 2014	5
Sublease Income, 2015	3
Sublease Income, 2016	3
Sublease Income, 2017	1
Sublease Income, Thereafter	10
Sublease Income, Total	27
Net Lease Commitments, 2013	71
Net Lease Commitments, 2014	64
Net Lease Commitments, 2015	64
Net Lease Commitments, 2016	60
Net Lease Commitments, 2017	58
Net Lease Commitments, Thereafter	132
Net Lease Commitments, Total	$ 449

Commitments, Contingencies and Guarantees - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Loss Contingencies [Line Items]
Credit facility used	$ 0	$ 0
Other guarantees	18	17
Voluntary accommodation program	62
Escrow agreements	18
Clearinghouse Credit Facilities [Member]
Loss Contingencies [Line Items]
Total credit facility	7	4
Credit facilities, total	310	447
Line of credit facility, available liquidity	217	206
Credit facility, regulatory requirements amount	93	241
Contingent liability	0	0
Brokerage Activities [Member]
Loss Contingencies [Line Items]
Contingent liability in Consolidated Balance Sheets	0
Performance guarantees [Member]
Loss Contingencies [Line Items]
Other guarantees	5	6
Wholly-owned subsidiary [Member]
Loss Contingencies [Line Items]
Other guarantees	$ 25

Business Segments - Schedule of Operating Segments (Detail) (USD $)
In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

$ 3,119

$ 3,430

$ 3,191

Revenues less transaction rebates, brokerage, clearance and exchange fees

(1,456)

(1,748)

(1,675)

1,663

1,682

1,516

104

109

103

108

548

573

526

9,132

^[1]

14,091

^[1]

16,207

^[1]

Market Services [Member]

2,560

2,886

2,700

Revenues less transaction rebates, brokerage, clearance and exchange fees

(1,456)

(1,748)

(1,675)

1,104

1,138

1,025

520

519

450

7,100

^[1]

12,145

^[1]

14,331

^[1]

Issuer Services [Member]

375

361

338

Revenues less transaction rebates, brokerage, clearance and exchange fees

375

361

338

105

118

119

881

^[1]

707

^[1]

714

^[1]

Market Technology [Member]

184

183

152

Revenues less transaction rebates, brokerage, clearance and exchange fees

184

183

152

330

^[1]

347

^[1]

415

^[1]

Corporate Items and Eliminations [Member]

Revenues less transaction rebates, brokerage, clearance and exchange fees

(98)

^[2]

(83)

^[3]

(54)

^[4]

821

^[1]

892

^[1]

747

^[1]

$ 2

[1]	Total assets decreased $5.0 billion at December 31, 2012 as compared to December 31, 2011 primarily due to our new clearing structure which significantly changed the nature and extent of the risk of loss to NASDAQ OMX Nordic Clearing in the event of a member default. As a result, we no longer record derivative positions or resale and repurchase agreements in the Consolidated Balance Sheet. Total assets decreased $2.1 billion at December 31, 2011 as compared to December 31, 2010 primarily due to a decrease in open clearing contracts reflecting decreases in derivative positions, at fair value, partially offset by increases in resale agreements, at contract value within our Market Services segment. The decrease in derivative positions, at fair value reflected significant reductions in price levels within our commodities markets, fewer open positions and decreased volatility within our derivative markets, as well as currency rate fluctuations. The increase in resale agreements, at contract value was primarily due to the mix of contracts outstanding between our clearing members, which allowed us to net or offset less of these contracts against one another at December 31, 2011 compared to December 31, 2010, partially offset by lower volume and currency rate fluctuations.
[2]	The 2012 corporate items and eliminations primarily include: • Costs associated with restructuring charges of $44 million. See Note 3, "Restructuring Charges," for further discussion; • Impairment charges related to acquired intangible assets of $28 million. See "Intangible Asset Impairment Charges" of Note 5, "Goodwill and Purchased Intangible Assets," for further discussion; • A loss on sale of business of $14 million. See "2012 Divestiture," of Note 4, "Acquisitions and Divestitures," for further discussion; • An other-than-temporary impairment charge related to our equity method investment in EMCF of $12 million. See "Equity Method Investments" of Note 6, "Investments," for further discussion; • Special legal expenses of $7 million from the proposed voluntary accommodation program and other expenses related to the systems issues experienced at the time of the Facebook IPO; and • Merger and strategic initiative costs of $4 million, partially offset by; • Income from open positions of $11 million relating to the operations of the exchange;
[3]	The 2011 corporate items and eliminations primarily include: • Merger and strategic initiative costs of $38 million primarily related to costs incurred for advisors, bank commitment fees, legal and other professional services related to our joint proposal to acquire NYSE Euronext, as well as costs related to our acquisition of Glide Technologies in October 2011; • Debt extinguishment and refinancing charges of $31 million. See "2.50% Convertible Senior Notes," and "2011 Credit Facility," of Note 9, "Debt Obligations," for further discussion; and • An asset impairment charge of $18 million. See "Available-for-Sale Investment Security," of Note 6, "Investments," for further discussion.
[4]	The 2010 corporate items and eliminations primarily include: • Debt extinguishment and refinancing charges of $40 million, which included the write-off of the remaining unamortized balance of debt issuance costs incurred in conjunction with our senior secured credit facilities in place as of December 31, 2009 of $28 million, costs to terminate our float-to-fixed interest rate swaps previously designated as a cash flow hedge of $9 million and other costs of $3 million; and • $11 million related to loss on divestiture of businesses as a result of our decision to close the businesses of both NEURO ($6 million) and Agora-X ($5 million).

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

+ References+ Details

The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production.

+ References+ Details

The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.

+ References+ Details

Business Segments - Schedule of Operating Segments (Parenthetical) (Detail) (USD $)

3 Months Ended

12 Months Ended

3 Months Ended

12 Months Ended

1 Months Ended

12 Months Ended

3 Months Ended

12 Months Ended

Dec. 31, 2011

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Dec. 31, 2009

Mar. 31, 2012

EMCF [Member]

Dec. 31, 2012

EMCF [Member]

Dec. 31, 2011

Investment in Dubai Financial Market PJSC [Member]

Dec. 31, 2011

Senior secured credit facilities [Member]

Dec. 31, 2010

Senior secured credit facilities [Member]

Dec. 31, 2009

Unamortized debt [Member]

Oct. 31, 2011

2.50% convertible senior notes due August 15, 2013 [Member]

Dec. 31, 2011

2.50% convertible senior notes due August 15, 2013 [Member]

Dec. 31, 2012

2.50% convertible senior notes due August 15, 2013 [Member]

Dec. 31, 2010

2.50% convertible senior notes due August 15, 2013 [Member]

Mar. 31, 2008

2.50% convertible senior notes due August 15, 2013 [Member]

Dec. 31, 2012

IDCG [Member]

Dec. 31, 2010

NASDAQ OMX [Member]

Jun. 30, 2010

Agora-X [Member]

Dec. 31, 2010

Agora-X [Member]

Total restructuring charges

Total assets decreased

$ 5,000,000,000

$ 2,100,000,000

44,000,000

Non-cash intangible asset impairment charges

28,000,000

Loss on sale of business

14,000,000

Asset impairment charge

18,000,000

40,000,000

18,000,000

12,000,000

Special legal expenses

7,000,000

Merger expenses

4,000,000

38,000,000

4,000,000

38,000,000

Income from operations of exchange

11,000,000

Debt extinguishment charges and unamortized issuance cost

31,000,000

37,000,000

31,000,000

40,000,000

28,000,000

25,000,000

2,000,000

Debt instrument, interest rate

3.75%

2.50%

Accumulated other comprehensive loss, unrealized loss on interest rate swap

279,000,000

^[1]

223,000,000

^[1]

279,000,000

^[1]

18,000,000

9,000,000

Other debt cost

3,000,000

Loss on divestiture of businesses

$ 14,000,000

$ 11,000,000

$ (14,000,000)

$ 6,000,000

$ (5,000,000)

$ 5,000,000

[1]

Business Segments - Revenue by Geographical Area (Detail) (USD $)
In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

$ 3,119

$ 3,430

$ 3,191

211

193

164

United States [Member]

2,422

2,699

2,558

131

125

All other countries [Member]

697

^[1]

731

^[1]

633

^[1]

$ 80

^[1]

$ 68

^[1]

$ 65

^[1]

[1]	Property and equipment, net for all other countries primarily includes assets held in Sweden.