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Debt Obligations | 9 Months Ended
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Sep. 30, 2018
Debt Disclosure [Abstract] |
Debt Obligations | Debt Obligations The following table presents the changes in the carrying amount of our debt obligations during the nine months ended September 30, 2018:
| December 31, 2017 |  | Additions |  | Payments, Accretion and Other |  | September 30, 2018
Short-term debt: | (in millions)
Commercial paper | $ | 480 |  |  | $ | 3,192 |  |  | $ | (3,363 | ) |  | $ | 309 |
Senior unsecured floating rate notes due March 22, 2019(1) | 498 |  |  | — |  |  | 1 |  |  | 499 |
Total short-term debt | 978 |  |  | 3,192 |  |  | (3,362 | ) |  | 808 |
Long-term debt: |  |  |  |  |  |  |
5.55% senior unsecured notes due January 15, 2020 | 599 |  |  | — |  |  | — |  |  | 599 |
3.875% senior unsecured notes due June 7, 2021 | 716 |  |  | — |  |  | (22 | ) |  | 694 |
4.25% senior unsecured notes due June 1, 2024 | 496 |  |  | — |  |  | 1 |  |  | 497 |
1.75% senior unsecured notes due May 19, 2023 | 712 |  |  | — |  |  | (22 | ) |  | 690 |
3.85% senior unsecured notes due June 30, 2026 | 496 |  |  | — |  |  | — |  |  | 496 |
$400 million senior unsecured term loan facility due November 25, 2019 (average interest rate of 3.37% for the period January 1, 2018 through September 30, 2018) | 100 |  |  | — |  |  | — |  |  | 100 |
$1 billion revolving credit commitment due April 25, 2022 (average interest rate of 2.74% for the period January 1, 2018 through September 30, 2018) | 110 |  |  | — |  |  | (114 | ) |  | (4 | )
Total long-term debt | 3,229 |  |  | — |  |  | (157 | ) |  | 3,072 |
Total debt obligations | $ | 4,207 |  |  | $ | 3,192 |  |  | $ | (3,519 | ) |  | $ | 3,880 |
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(1) | Balance was reclassified to short-term debt as of March 31, 2018.
Commercial Paper Program Our U.S. dollar commercial paper program is supported by our 2017 Credit Facility which provides liquidity support for the repayment of commercial paper issued through the commercial paper program. See “2017 Credit Facility” below for further discussion of our 2017 Credit Facility. The effective interest rate of commercial paper issuances fluctuate as short term interest rates and demand fluctuate. The fluctuation of these rates due to market conditions may impact our interest expense. As of September 30, 2018, commercial paper notes in the table above reflect the aggregate principal amount, less the unamortized discount which is being accreted through interest expense over the life of the applicable notes. The original maturities of these notes range from 7 days to 63 days and the weighted-average maturity is 29 days. The weighted-average effective interest rate is 2.45% per annum. Senior Unsecured Notes Our senior unsecured notes were all issued at a discount. As a result of the discount, the proceeds received from each issuance were less than the aggregate principal amount. As of September 30, 2018, the amounts in the table above reflect the aggregate principal amount, less the unamortized debt discount and the unamortized debt issuance costs which are being accreted through interest expense over the life of the applicable notes. Our senior unsecured notes are general unsecured obligations of ours and rank equally with all of our existing and future unsubordinated obligations and they are not guaranteed by any of our subsidiaries. The senior unsecured notes were issued under indentures that, among other things, limit our ability to consolidate, merge or sell all or substantially all of our assets, create liens, and enter into sale and leaseback transactions. With the exception of the 2020 Notes, upon a change of control triggering event (as defined in the various note indentures), the terms require us to repurchase all or part of each holder’s notes for cash equal to 101% of the aggregate principal amount purchased plus accrued and unpaid interest, if any. Senior Unsecured Floating Rate Notes In September 2017, Nasdaq issued the 2019 Notes. The 2019 Notes pay interest quarterly in arrears at a rate equal to the three-month U.S. dollar LIBOR as determined at the beginning of each quarterly period plus 0.39% per annum until March 22, 2019. 5.55% Senior Unsecured Notes In January 2010, Nasdaq issued the 2020 Notes. The 2020 Notes pay interest semiannually at a rate of 5.55% per annum until January 15, 2020. 3.875% Senior Unsecured Notes In June 2013, Nasdaq issued the 2021 Notes. The 2021 Notes pay interest annually at a rate of 3.875% per annum until June 7, 2021 and such rate may vary with Nasdaq’s debt rating up to a rate not to exceed 5.875%. The 2021 Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. The decrease in the carrying amount of $22 million noted in the “Payments, Accretion and Other” column in the table above primarily reflects the translation of the 2021 Notes into U.S. dollars and is recorded in accumulated other comprehensive loss within stockholders’ equity in the Condensed Consolidated Balance Sheets as of September 30, 2018. 4.25% Senior Unsecured Notes In May 2014, Nasdaq issued the 2024 Notes. The 2024 Notes pay interest semiannually at a rate of 4.25% per annum until June 1, 2024 and such rate may vary with Nasdaq’s debt rating up to a rate not to exceed 6.25%. 1.75% Senior Unsecured Notes In May 2016, Nasdaq issued the 2023 Notes. The 2023 Notes pay interest annually at a rate of 1.75% per annum until May 19, 2023 and such rate may vary with Nasdaq’s debt rating up to a rate not to exceed 3.75%. The 2023 Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange rate risk associated with certain investments in these subsidiaries. The decrease in the carrying amount of $22 million noted in the “Payments, Accretion and Other” column in the table above reflects the translation of the 2023 Notes into U.S. dollars and is recorded in accumulated other comprehensive loss within stockholders’ equity in the Condensed Consolidated Balance Sheets as of September 30, 2018. 3.85% Senior Unsecured Notes In June 2016, Nasdaq issued the 2026 Notes. The 2026 Notes pay interest semiannually at a rate of 3.85% per annum until June 30, 2026 and such rate may vary with Nasdaq’s debt rating up to a rate not to exceed 5.85%. Credit Facilities As of September 30, 2018, the amounts in the table above reflect the aggregate principal amount, less the unamortized debt issuance costs which are being accreted through interest expense over the life of the applicable credit facility. Nasdaq is permitted to repay borrowings under our credit facilities at any time in whole or in part, without penalty. Our credit facilities contain financial and operating covenants. Financial covenants include a minimum interest expense coverage ratio and a maximum leverage ratio. Operating covenants include, among other things, limitations on Nasdaq’s ability to incur additional indebtedness, grant liens on assets, dispose of assets and pay dividends. Our credit facilities allow us to pay cash dividends on our common stock. The facilities also contain customary affirmative covenants, including access to financial statements, notice of defaults and certain other material events, maintenance of properties and insurance, and events of default, including cross-defaults to our material indebtedness. 2017 Credit Facility In April 2017, Nasdaq entered into the 2017 Credit Facility. The 2017 Credit Facility consists of a $1 billion five-year revolving credit facility (with sublimits for non-dollar borrowings, swingline borrowings and letters of credit), which replaced a former credit facility. Nasdaq intends to use funds available under the 2017 Credit Facility for general corporate purposes and to provide liquidity support for the repayment of commercial paper issued through the commercial paper program. As of September 30, 2018, no amounts were outstanding on the 2017 Credit Facility. The $4 million credit balance represents unamortized debt issuance costs. Of the $1 billion that is available for borrowing, $311 million provides liquidity support for the commercial paper program and for a letter of credit. As such, as of September 30, 2018, the total remaining amount available under the 2017 Credit Facility was $689 million. See “Commercial Paper Program” above for further discussion of our commercial paper program. Under our 2017 Credit Facility, borrowings under the revolving credit facility and swingline borrowings bear interest on the principal amount outstanding at a variable interest rate based on either the LIBOR or the base rate (as defined in the credit agreement) (or other applicable rate with respect to non-dollar borrowings), plus an applicable margin that varies with Nasdaq’s debt rating. The 2017 Credit Facility includes an option for Nasdaq to increase the available aggregate amount by up to $500 million, subject to the consent of the lenders funding the increase and certain other conditions. 2016 Credit Facility In March 2016, Nasdaq entered into the 2016 Credit Facility. Under our 2016 Credit Facility, borrowings bear interest on the principal amount outstanding at a variable interest rate based on either the LIBOR or the base rate (or other applicable rate with respect to non-dollar borrowings), plus an applicable margin that varies with Nasdaq’s debt rating. As of September 30, 2018, the amount outstanding of $100 million is due upon maturity at November 25, 2019. Other Credit Facilities We also have credit facilities related to our Nasdaq Clearing operations in order to provide further liquidity. Credit facilities, which are available in multiple currencies, totaled $219 million as of September 30, 2018 and $187 million as of December 31, 2017 in available liquidity, none of which was utilized. Debt Covenants As of September 30, 2018, we were in compliance with the covenants of all of our debt obligations.

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- Definition 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 Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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