Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 25, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-38855 | |
Entity Registrant Name | Nasdaq, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 52-1165937 | |
Entity Address, Address Line One | 151 W. 42nd Street, | |
Entity Address, City or Town | New York, | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10036 | |
City Area Code | 212 | |
Local Phone Number | 401 8700 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 491,279,526 | |
Entity Central Index Key | 0001120193 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Stock, $.01 par value per share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | NDAQ | |
Security Exchange Name | NASDAQ | |
0.900% senior unsecured notes due 2033 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 0.900% Senior Notes due 2033 | |
Trading Symbol | NDAQ33 | |
Security Exchange Name | NASDAQ | |
0.875% Senior Notes due 2030 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 0.875% Senior Notes due 2030 | |
Trading Symbol | NDAQ30 | |
Security Exchange Name | NASDAQ | |
1.75% Senior Notes due 2029 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 1.75% Senior Notes due 2029 | |
Trading Symbol | NDAQ29 | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 301 | $ 393 |
Restricted cash and cash equivalents | 51 | 29 |
Default funds and margin deposits (including restricted cash and cash equivalents of $8,882 and $5,074, respectively) | 9,507 | 5,911 |
Financial investments | 129 | 208 |
Receivables, net | 638 | 588 |
Other current assets | 225 | 294 |
Total current assets | 10,851 | 7,423 |
Property and equipment, net | 518 | 509 |
Goodwill | 7,946 | 8,433 |
Intangible assets, net | 2,583 | 2,813 |
Operating lease assets | 448 | 366 |
Other non-current assets | 595 | 571 |
Total assets | 22,941 | 20,115 |
Current liabilities: | ||
Accounts payable and accrued expenses | 189 | 185 |
Section 31 fees payable to SEC | 62 | 62 |
Accrued personnel costs | 205 | 252 |
Deferred revenue | 415 | 329 |
Other current liabilities | 158 | 115 |
Default funds and margin deposits | 9,507 | 5,911 |
Short-term debt | 799 | 1,018 |
Total current liabilities | 11,335 | 7,872 |
Long-term debt | 4,573 | 4,812 |
Deferred tax liabilities, net | 470 | 406 |
Operating lease liabilities | 456 | 386 |
Other non-current liabilities | 223 | 234 |
Total liabilities | 17,057 | 13,710 |
Commitments and contingencies | ||
Nasdaq stockholders’ equity: | ||
Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 512,714,970 at September 30, 2022 and 520,256,817 at December 31, 2021; shares outstanding: 491,234,455 at September 30, 2022 and 500,038,905 at December 31, 2021 | 5 | 5 |
Additional paid-in capital | 1,408 | 1,949 |
Common stock in treasury, at cost: 21,480,515 shares at September 30, 2022 and 20,217,912 shares at December 31, 2021 | (510) | (437) |
Accumulated other comprehensive loss | (2,092) | (1,587) |
Retained earnings | 7,064 | 6,465 |
Total Nasdaq stockholders’ equity | 5,875 | 6,395 |
Noncontrolling interests | 9 | 10 |
Total equity | 5,884 | 6,405 |
Total liabilities and equity | $ 22,941 | $ 20,115 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2022 | Aug. 26, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Statement of Financial Position [Abstract] | ||||
Restricted cash and cash equivalents (default funds and margin deposits) | $ 8,882 | $ 5,074 | $ 3,416 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |
Common stock, shares authorized (in shares) | 900,000,000 | 900,000,000 | ||
Common stock, shares issued (in shares) | 512,714,970 | 520,256,817 | ||
Common stock, shares outstanding (in shares) | 491,234,455 | 500,038,905 | ||
Common stock in treasury (in shares) | 21,480,515 | 20,217,912 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues less transaction-based expenses | $ 890 | $ 838 | $ 2,675 | $ 2,534 |
Operating expenses: | ||||
Compensation and benefits | 249 | 230 | 750 | 700 |
Professional and contract services | 34 | 36 | 97 | 101 |
Computer operations and data communications | 50 | 47 | 150 | 137 |
Occupancy | 25 | 27 | 78 | 81 |
General, administrative and other | 38 | 42 | 94 | 66 |
Marketing and advertising | 10 | 12 | 31 | 32 |
Depreciation and amortization | 63 | 67 | 195 | 197 |
Regulatory | 9 | 8 | 24 | 22 |
Merger and strategic initiatives | 14 | 13 | 41 | 70 |
Restructuring charges | 0 | 0 | 0 | 31 |
Total operating expenses | 492 | 482 | 1,460 | 1,437 |
Operating income | 398 | 356 | 1,215 | 1,097 |
Interest income | 2 | 0 | 3 | 1 |
Interest expense | (32) | (33) | (96) | (95) |
Net gain on divestiture of business | 0 | 0 | 0 | 84 |
Other income | 6 | 42 | 8 | 43 |
Net income from unconsolidated investees | 8 | 6 | 23 | 90 |
Income before income taxes | 382 | 371 | 1,153 | 1,220 |
Income tax provision | 88 | 83 | 270 | 292 |
Net income | 294 | 288 | 883 | 928 |
Net loss attributable to noncontrolling interests | 0 | 0 | 1 | 0 |
Net income attributable to Nasdaq | $ 294 | $ 288 | $ 884 | $ 928 |
Per share information: | ||||
Basic earnings per share (in dollars per share) | $ 0.60 | $ 0.57 | $ 1.79 | $ 1.87 |
Diluted earnings per share (in dollars per share) | 0.59 | 0.56 | 1.77 | 1.84 |
Cash dividends declared per common share (in dollars per share) | $ 0.20 | $ 0.18 | $ 0.58 | $ 0.52 |
Revenues: | ||||
Total revenues | $ 1,557 | $ 1,357 | $ 4,644 | $ 4,419 |
Transaction-based expenses: | ||||
Net income | 294 | 288 | 883 | 928 |
Net loss attributable to noncontrolling interests | 0 | 0 | (1) | 0 |
Transaction rebates | ||||
Transaction-based expenses: | ||||
Transaction-based expenses | (494) | (472) | (1,605) | (1,642) |
Brokerage, clearance and exchange fees | ||||
Transaction-based expenses: | ||||
Transaction-based expenses | (173) | (47) | (364) | (243) |
Operating Segments | Market Technology | ||||
Income Statement [Abstract] | ||||
Revenues less transaction-based expenses | 132 | 114 | 387 | 332 |
Operating expenses: | ||||
Operating income | 20 | 10 | 41 | 26 |
Revenues: | ||||
Total revenues | 132 | 114 | 387 | 332 |
Operating Segments | Investment Intelligence | ||||
Income Statement [Abstract] | ||||
Revenues less transaction-based expenses | 284 | 272 | 851 | 787 |
Operating expenses: | ||||
Operating income | 183 | 177 | 553 | 509 |
Revenues: | ||||
Total revenues | 284 | 272 | 851 | 787 |
Operating Segments | Corporate Platforms | ||||
Income Statement [Abstract] | ||||
Revenues less transaction-based expenses | 168 | 155 | 504 | 451 |
Operating expenses: | ||||
Operating income | 74 | 65 | 225 | 187 |
Revenues: | ||||
Total revenues | 168 | 155 | 504 | 451 |
Operating Segments | Market Services | ||||
Income Statement [Abstract] | ||||
Revenues less transaction-based expenses | 305 | 292 | 923 | 928 |
Operating expenses: | ||||
Operating income | 196 | 185 | 590 | 608 |
Revenues: | ||||
Total revenues | 972 | 811 | 2,892 | 2,813 |
Segment Reconciling Items | ||||
Revenues: | ||||
Total revenues | $ 1 | $ 5 | $ 10 | $ 36 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net income | $ 294 | $ 288 | $ 883 | $ 928 | |
Other comprehensive loss: | |||||
Foreign currency translation losses | (155) | (45) | (428) | (112) | |
Income tax expense | [1] | (32) | (14) | (77) | (31) |
Foreign currency translation, net | (187) | (59) | (505) | (143) | |
Comprehensive income | 107 | 229 | 378 | 785 | |
Comprehensive loss attributable to noncontrolling interests | 0 | 0 | 1 | 0 | |
Comprehensive income attributable to Nasdaq | $ 107 | $ 229 | $ 379 | $ 785 | |
[1]Primarily relates to the tax effect of unrealized gains and losses on Euro denominated notes. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Millions | Total | Share repurchase program | Total Nasdaq stockholders’ equity | Common stock | Additional paid-in capital | Additional paid-in capital Share repurchase program | Additional paid-in capital ASR agreement | Common stock in treasury, at cost | Accumulated other comprehensive loss | Retained earnings | Noncontrolling interests | ||
Beginning balance (in shares) at Dec. 31, 2020 | 495,000,000 | ||||||||||||
Beginning balance at Dec. 31, 2020 | $ 5 | $ 2,544 | $ (376) | $ (1,368) | $ 5,628 | $ 3 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Shares repurchase program (in shares) | (8,000,000) | (6,000,000) | [1] | ||||||||||
Share repurchase program | $ (410) | $ (475) | [1] | ||||||||||
Share-based compensation (in shares) | 3,000,000 | ||||||||||||
Share-based compensation | $ 66 | ||||||||||||
Stock option exercises, net | $ 1 | ||||||||||||
Other issuances of common stock, net (in shares) | [2] | 19,000,000 | |||||||||||
Other issuances of common stock, net | [2] | $ 254 | |||||||||||
Other employee stock activity | $ (49) | ||||||||||||
Other employee stock activity (in shares) | (1,000,000) | ||||||||||||
Other comprehensive loss | (143) | ||||||||||||
Net income | $ 928 | 928 | |||||||||||
Cash dividends declared per common share | (260) | ||||||||||||
Net activity related to noncontrolling interests | 7 | ||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 502,000,000 | ||||||||||||
Ending balance at Sep. 30, 2021 | $ 6,355 | $ 6,345 | 1,980 | $ (425) | (1,511) | 6,296 | 10 | ||||||
Beginning balance (in shares) at Jun. 30, 2021 | 508,000,000 | ||||||||||||
Beginning balance at Jun. 30, 2021 | $ 5 | 2,432 | (423) | (1,452) | 6,098 | 11 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Shares repurchase program (in shares) | [1] | (6,000,000) | |||||||||||
Share repurchase program | [1] | $ (475) | |||||||||||
Share-based compensation | 23 | ||||||||||||
Other employee stock activity | (2) | ||||||||||||
Other comprehensive loss | (59) | ||||||||||||
Net income | $ 288 | 288 | |||||||||||
Cash dividends declared per common share | (90) | ||||||||||||
Net activity related to noncontrolling interests | (1) | ||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 502,000,000 | ||||||||||||
Ending balance at Sep. 30, 2021 | $ 6,355 | 6,345 | 1,980 | (425) | (1,511) | 6,296 | 10 | ||||||
Beginning balance (in shares) at Dec. 31, 2021 | 500,000,000 | ||||||||||||
Beginning balance at Dec. 31, 2021 | 6,405 | $ 5 | $ 1,949 | (437) | (1,587) | 6,465 | 10 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Shares repurchase program (in shares) | (5,465,595) | (11,000,000) | 0 | [1] | |||||||||
Share repurchase program | $ (308) | $ (308) | $ (325) | [1] | |||||||||
Share-based compensation (in shares) | 3,000,000 | ||||||||||||
Share-based compensation | $ 76 | ||||||||||||
Other issuances of common stock, net | [2] | 16 | |||||||||||
Other employee stock activity | $ (73) | ||||||||||||
Other employee stock activity (in shares) | (1,000,000) | ||||||||||||
Other comprehensive loss | (505) | ||||||||||||
Net income | 883 | 884 | |||||||||||
Cash dividends declared per common share | $ (285) | (285) | |||||||||||
Net activity related to noncontrolling interests | (1) | ||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 491,000,000 | ||||||||||||
Ending balance at Sep. 30, 2022 | $ 5,884 | 5,875 | 1,408 | $ (510) | (2,092) | 7,064 | 9 | ||||||
Beginning balance (in shares) at Jun. 30, 2022 | 491,000,000 | ||||||||||||
Beginning balance at Jun. 30, 2022 | $ 5 | 1,382 | (509) | (1,905) | 6,869 | 9 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Share-based compensation | 26 | ||||||||||||
Other employee stock activity | (1) | ||||||||||||
Other comprehensive loss | (187) | ||||||||||||
Net income | $ 294 | 294 | |||||||||||
Cash dividends declared per common share | (99) | ||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 491,000,000 | ||||||||||||
Ending balance at Sep. 30, 2022 | $ 5,884 | $ 5,875 | $ 1,408 | $ (510) | $ (2,092) | $ 7,064 | $ 9 | ||||||
[1]See “ASR Agreement,” of Note 11, “Nasdaq Stockholders’ Equity,” for further discussion[2]In 2021, other issuances of common stock primarily related to shares accelerated and issued upon the sale of our U.S. Fixed Income business. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | ||
Cash flows from operating activities: | |||
Net income | $ 883 | $ 928 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 195 | 197 | |
Share-based compensation | 76 | 66 | |
Deferred income taxes | 17 | 94 | |
Extinguishment of debt | 16 | 33 | |
Net gain on divestiture of business | 0 | (84) | |
Net income from unconsolidated investees | (23) | (90) | |
Other reconciling items included in net income | 7 | 9 | |
Net change in operating assets and liabilities, net of effects of acquisitions: | |||
Receivables, net | (69) | 32 | |
Other assets | 41 | (142) | |
Accounts payable and accrued expenses | 27 | (4) | |
Section 31 fees payable to SEC | 0 | (210) | |
Accrued personnel costs | (33) | (5) | |
Deferred revenue | 86 | 138 | |
Other liabilities | [1] | (11) | (263) |
Net cash provided by operating activities | 1,212 | 699 | |
Cash flows from investing activities: | |||
Purchases of securities | (263) | (269) | |
Proceeds from sales and redemptions of securities | 305 | 266 | |
Proceeds from divestiture of business, net of cash divested | 0 | 190 | |
Acquisition of businesses, net of cash and cash equivalents acquired | (41) | (2,430) | |
Purchases of property and equipment | (118) | (113) | |
Investments related to default funds and margin deposits, net | [2] | 44 | (92) |
Other investing activities | 48 | (84) | |
Net cash used in investing activities | (25) | (2,532) | |
Cash flows from financing activities: | |||
Proceeds from (repayments of) commercial paper, net | (221) | 480 | |
Repayments of borrowings under our credit commitment | (499) | (804) | |
Payment of debt extinguishment cost | (16) | (33) | |
Proceeds from issuances of debt, net of issuance costs and utilization of credit commitment | 541 | 826 | |
Dividends paid | (285) | (260) | |
Payments related to employee shares withheld for taxes | (73) | (49) | |
Default funds and margin deposits | 5,446 | 489 | |
Other financing activities | (1) | 7 | |
Net cash provided by (used in) financing activities | 4,275 | (212) | |
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | (1,724) | (186) | |
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents | 3,738 | (2,231) | |
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period | 5,496 | 5,979 | |
Cash and cash equivalents, restricted cash and cash equivalents at end of period | 9,234 | 3,748 | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | |||
Cash and cash equivalents | 301 | 303 | |
Restricted cash and cash equivalents | 51 | 29 | |
Restricted cash and cash equivalents (default funds and margin deposits) | 8,882 | 3,416 | |
Total | 9,234 | 3,748 | |
Supplemental Disclosure Cash Flow Information | |||
Interest paid | 83 | 79 | |
Income taxes, net of refund | [1] | 204 | 425 |
Share repurchase program | |||
Cash flows from financing activities: | |||
Repurchases of common stock | (308) | (410) | |
Proceeds received from employee stock activity and other issuances | 16 | 17 | |
ASR agreement | |||
Cash flows from financing activities: | |||
Repurchases of common stock | $ (325) | $ (475) | |
[1]Includes payment of an acquired tax liability in the second quarter of 2021 related to the Verafin acquisition. See “2021 Acquisition,” of Note 4, “Acquisitions and Divestiture,” for further discussion.[2]Includes purchases and proceeds from sales and redemptions related to the default funds and margin deposits of our clearing operations. For further information, see "Default Fund Contributions and Margin Deposits," within Note 14, "Clearing Operations." |
Organization and Nature of Oper
Organization and Nature of Operations | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | ORGANIZATION AND NATURE OF OPERATIONS Nasdaq is a global technology company serving the capital markets and other industries. Our diverse offerings of data, analytics, software and services enable clients to optimize and execute their business vision with confidence. We manage, operate and provide our products and services in four business segments: Market Technology, Investment Intelligence, Corporate Platforms, and Market Services. Market Technology Our Market Technology segment is a leading global technology solutions provider and partner to exchanges, clearing organizations, central securities depositories, regulators, banks, brokers, buy-side firms and corporate businesses. Our solutions are utilized by leading markets in the U.S., Europe and Asia as well as emerging markets in the Middle East, Latin America, and Africa. The Market Technology segment includes our Anti Financial Crime Technology and our Market Infrastructure Technology businesses. Our Anti Financial Crime Technology business includes our Verafin SaaS anti-financial crime management solution that offers a cloud-based platform to help detect, investigate, and report money laundering and fraud. Verafin also offers targeted sanctions screening solutions that help banks manage sanctions, including those imposed against Russia, and is developing new capabilities to detect evasion-based typologies. Verafin has expanded its offering to crypto-native anti-financial crime solutions, providing monitoring for both traditional finance and blockchain risks. Our Nasdaq Trade Surveillance is a SaaS solution designed for brokers and other market participants, and Market Surveillance is a solution for market infrastructure operators. Both are designed to assist in complying with market rules, regulations and internal market surveillance policies. In the first quarter of 2022, we reclassified Nasdaq Risk Platform revenues from Anti Financial Crime Technology to Market Infrastructure Technology. Total Market Technology segment revenues were unchanged. Our Market Infrastructure Technology business powers market infrastructure operators and new market clients globally, and handles a wide array of assets, including but not limited to cash equities, equity derivatives, currencies, various interest-bearing securities, commodities, energy products and digital currencies. Our solutions can also be used in the creation of new asset classes, for non-capital markets customers, including those in insurance liabilities securitization, cryptocurrencies and sports wagering. Investment Intelligence Our Investment Intelligence segment includes our Market Data, Index and Analytics businesses. Our Market Data business sells and distributes historical and real-time market data to the sell-side, the institutional investing community, retail online brokers, proprietary trading firms, other venues, internet portals and data distributors. Our market data products can enhance transparency of market activity within our exchanges and provide critical information to professional and non-professional investors globally. Additionally, our Nasdaq Cloud Data Service provided on our Data Link data dissemination platform provides a flexible and efficient method of delivery for real-time exchange data and other financial information. Our Index business develops and licenses Nasdaq-branded indexes. We also license cash-settled options, futures and options on futures on our indexes. As of September 30, 2022, 374 ETPs listed on 26 exchanges in over 20 countries tracked a Nasdaq index and accounted for $311 billion in AUM. Our Analytics business provides asset managers, investment consultants and institutional asset owners with information and analytics to make data-driven investment decisions and deploy their resources more productively. We also provide liquidity solutions for private funds. Through our eVestment offerings, we provide a suite of cloud-based solutions that help institutional investors and consultants conduct pre-investment due diligence, and monitor their portfolios post-investment. The eVestment platform also enables asset managers to efficiently distribute information about their firms and funds to asset owners and consultants worldwide. Through the Solovis platform, endowments, foundations, pensions and family offices transform how they collect and aggregate investment data, analyze portfolio performance, model and predict future outcomes, and share meaningful portfolio insights with key stakeholders. The Nasdaq Fund Network and Nasdaq Data Link are additional platforms in our suite of investment data analytics offerings and data management tools. The Nasdaq Fund Network offers fund data services that deliver transparency to investable products through the collection and dissemination of performance, net asset value, valuation, and strategy-level reference data. Nasdaq Data Link strengthens our position as a leading source for financial, economic, and alternative datasets. For investment management firms, investment banks and other investors, the platform powers data-driven decision-making for users across the globe via universal application programming interfaces, and provides for highly efficient data discovery and delivery. Corporate Platforms Our Corporate Platforms segment includes our Listing Services and IR & ESG Services businesses. These businesses deliver critical capital market and ESG solutions across the lifecycle of public and private companies. Our Listing Services business includes our U.S. and European Listing Services businesses. We operate a variety of listing platforms around the world to provide multiple global capital raising solutions for public companies. Our main listing markets are The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges. Through Nasdaq First North, our Nordic and Baltic operations also offer alternative marketplaces for smaller companies and growth companies. In July 2021, we contributed our NPM business, which was included in our Listing Services business, to a standalone, independent company, of which we own the largest minority interest, together with a consortium of third-party financial institutions. The NPM business provides liquidity solutions for private companies to enable employees, investors, and companies to execute transactions. As of September 30, 2022, there were 4,296 total listings on The Nasdaq Stock Market, including 501 ETPs. The combined market capitalization was approximately $19.3 trillion. In Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 1,253 listed companies with a combined market capitalization of approximately $1.5 trillion. We also operate a U.S. Corporate Bond exchange for the listing of corporate bonds. This exchange operates pursuant to The Nasdaq Stock Market exchange license and is powered by the NFF. As of September 30, 2022, 103 corporate bonds were listed on the Corporate Bond exchange. We continue to develop the Nasdaq Sustainable Bond Network, a platform for increased transparency in the global sustainable bond markets. Our IR & ESG Services include our portfolio of products and services that support corporations’ investor relations and ESG functions. Our clients include both public and private companies and organizations. Our public company clients can be companies listed on our exchanges or other U.S. and global exchanges. Our private company clients include a diverse group of organizations ranging from family owned companies, government organizations, law firms, privately held entities, various non-profit organizations to hospitals and health care systems. We help organizations enhance their ability to understand and expand their global shareholder base, improve corporate governance, and navigate the evolving ESG landscape through our suite of advanced technology, analytics, reporting and consultative services. In June 2022, we acquired Metrio Software Inc., or Metrio, a provider of ESG data collection, analytics and reporting services based in Montreal, Canada. We plan to integrate Metrio’s SaaS platform into our suite of ESG solutions. Market Services Our Market Services segment includes our Equity Derivative Trading and Clearing, Cash Equity Trading, FICC and Trade Management Services businesses. We operate multiple exchanges and other marketplace facilities across several asset classes, including derivatives, commodities, cash equity, debt, structured products and ETPs. In addition, in certain countries where we operate exchanges, we also provide clearing, settlement and central depository services. In June 2022, we completed the wind-down of our Nordic broker services business. Our transaction-based platforms provide market participants with the ability to access, process, display and integrate orders and quotes. The platforms allow the routing and execution of buy and sell orders as well as the reporting of transactions, providing fee-based revenues. In the U.S., we operate six options exchanges and three cash equity exchanges. The Nasdaq Stock Market, the largest of our cash equities exchanges, is the largest single venue of liquidity for trading U.S.-listed cash equities. In Canada, we operate an exchange with three independent markets for the trading of Canadian-listed securities: Nasdaq Canada CXC, Nasdaq Canada CX2 and Nasdaq Canada CXD. In Europe, we operate exchanges in Stockholm (Sweden), Copenhagen (Denmark), Helsinki (Finland), and Reykjavik (Iceland), as well as the clearing operations of Nasdaq Clearing, as Nasdaq Nordic. We also operate exchanges in Tallinn (Estonia), Riga (Latvia) and Vilnius (Lithuania) as Nasdaq Baltic. Collectively, Nasdaq Nordic and Nasdaq Baltic offer trading in cash equities, depository receipts, warrants, convertibles, rights, fund units and ETFs, as well as trading and clearing of equity derivatives, fixed income and commodity products. We also own a majority stake in Puro.earth, a Finnish-based leading marketplace for carbon removal. Nasdaq Fixed Income provides a wide range of products and services, such as trading and clearing, for fixed income products in Sweden, Denmark, Finland, Iceland, Estonia, Lithuania and Latvia. Nasdaq Commodities is the brand name for Nasdaq’s European commodity-related products and services. Nasdaq Commodities’ offerings include derivatives in power, natural gas and carbon emission markets, seafood, electricity certificates and clearing services. These products are listed on Nasdaq Oslo ASA, except for seafood, which is listed on Fishpool, a third-party platform. In June 2021, we sold our U.S. Fixed Income business, which included an electronic platform for the trading of U.S. Treasuries. See “2021 Divestiture” of Note 4, “Acquisitions and Divestiture,” for further discussion. |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The condensed consolidated financial statements are prepared in accordance with U.S. GAAP and include the accounts of Nasdaq, its wholly-owned subsidiaries and other entities in which Nasdaq has a controlling financial interest. When we do not have a controlling interest in an entity, but exercise significant influence over the entity’s operating and financial policies, such investment is accounted for under the equity method of accounting. We recognize our share of earnings or losses of an equity method investee based on our ownership percentage. See “Equity Method Investments,” of Note 6, “Investments,” for further discussion of our equity method investments. The accompanying condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results. These adjustments are of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation. As permitted under U.S. GAAP, certain footnotes or other financial information can be condensed or omitted in the interim condensed consolidated financial statements. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in Nasdaq’s Form 10-K. The year-end condensed balance sheet data was derived from the audited financial statements, but does not include all disclosures required by U.S. GAAP. Certain prior year amounts have been reclassified to conform to the current year presentation. During the fourth quarter of 2021, we began adjusting the presentation of cash and cash equivalents held within default funds and margin deposits on the condensed consolidated statement of cash flows from operating activities, to present them as restricted cash and cash equivalents with the associated changes being included within cash flows from investing and financing activities. These balances cannot be used to satisfy operating or other liabilities. See Note 14, “Clearing Operations,” for further discussion of the default funds and margin deposits. Prior period amounts have also been adjusted to conform to current period presentation. This immaterial adjustment had no impact on our previously reported Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Income, or Condensed Consolidated Statements of Comprehensive Income. The table below presents a summary of the as reported and adjusted amounts relating to the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2021. Nine Months Ended As Reported Adjustment Adjusted (in millions) Net cash provided by operating activities $ 699 $ — $ 699 Net cash used in investing activities (2,440) (92) (2,532) Net cash used in financing activities (701) 489 (212) Effect of exchange rate changes on cash, cash equivalents, restricted cash and cash equivalents (8) (178) (186) Net decrease in cash, cash equivalents, restricted cash and cash equivalents (2,450) 219 (2,231) Cash, cash equivalents, restricted cash and cash equivalents at beginning of period 2,782 3,197 5,979 Cash, cash equivalents, restricted cash and cash equivalents at end of period $ 332 $ 3,416 $ 3,748 Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents Cash and cash equivalents $ 303 $ — $ 303 Restricted cash and cash equivalents 29 — 29 Restricted cash and cash equivalents (default funds and margin deposits) — 3,416 3,416 Total $ 332 $ 3,416 $ 3,748 Accounting Estimates In preparing our condensed consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on our revenue, operating income and net income, as well as on the value of certain assets and liabilities in our condensed consolidated balance sheets. At least quarterly, we evaluate our assumptions, judgments and estimates, and make changes as deemed necessary. Stock Split Effected in the Form of a Stock Dividend On August 26, 2022 we effected a 3-for-1 stock split of the Company's common stock in the form of a stock dividend to shareholders of record as of August 12, 2022. The par value per share of our common stock remains $0.01 per share. All references made with respect to a number of shares or per share amounts throughout this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the stock split. Subsequent Events |
Revenue From Contracts With Cus
Revenue From Contracts With Customers | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue From Contracts With Customers | REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue The following tables summarize the disaggregation of revenue by major product and service and by segment for the three and nine months ended September 30, 2022 and 2021: Three Months Ended 2022 2021 (in millions) Market Technology Anti Financial Crime Technology $ 77 $ 62 Market Infrastructure Technology 55 52 Investment Intelligence Market data 104 102 Index 125 119 Analytics 55 51 Corporate Platforms Listing services 105 99 IR & ESG Services 63 56 Market Services Transaction-based trading and clearing, net 219 214 Trade management services 86 78 Other revenues 1 5 Revenues less transaction-based expenses $ 890 $ 838 Substantially all revenues from the Market Technology, Investment Intelligence and Corporate Platforms segments were recognized over time for the three months ended September 30, 2022 and 2021. For the three months ended September 30, 2022 and 2021 approximately 67.6% and 69.0%, respectively, of Market Services revenues were recognized at a point in time and 32.4% and 31.0%, respectively, were recognized over time. Nine Months Ended 2022 2021 (in millions) Market Technology Anti Financial Crime Technology $ 224 $ 163 Market Infrastructure Technology 163 169 Investment Intelligence Market data 318 310 Index 370 328 Analytics 163 149 Corporate Platforms Listing services 320 282 IR & ESG Services 184 169 Market Services Transaction-based trading and clearing, net 674 696 Trade management services 249 232 Other revenues 10 36 Revenues less transaction-based expenses $ 2,675 $ 2,534 Substantially all revenues from the Market Technology, Investment Intelligence and Corporate Platforms segments were recognized over time for the nine months ended September 30, 2022 and 2021. For the nine months ended September 30, 2022 and 2021 approximately 68.9% and 70.9%, respectively, of Market Services revenues were recognized at a point in time and 31.1% and 29.1%, respectively, were recognized over time. Contract Balances Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our Condensed Consolidated Balance Sheets as receivables, which are net of allowance for doubtful accounts of $13 million as of September 30, 2022 and $17 million as of December 31, 2021. The changes in the balance between periods were immaterial. We do not have obligations for warranties, returns or refunds to customers. For the majority of our contracts with customers, except for our market infrastructure technology and listing services contracts, our performance obligations range from three months to three years and there is no significant variable consideration. Deferred revenue is the only significant contract asset or liability as of September 30, 2022 . Deferred revenue represents consideration received that is yet to be recognized as revenue for unsatisfied performance obligations. Deferred revenue primarily represents our contract liabilities related to our fees for Market Technology, Investment Intelligence, Annual and Initial Listings, and IR & ESG Services contracts. See Note 7, “Deferred Revenue,” for our discussion on deferred revenue balances, activity, and expected timing of recognition. We do not have a material amount of revenue recognized from performance obligations that were satisfied in prior periods. We do not provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. For our initial listings the transaction price allocated to remaining performance obligations is included in deferred revenue. For our Market Technology, Analytics, and IR & ESG contracts, the portion of transaction price allocated to unsatisfied performance obligations is presented in the table below. To the extent consideration has been received, unsatisfied performance obligations would be included in the table below as well as deferred revenue. The following table summarizes the amount of the transaction price allocated to performance obligations that are unsatisfied, for contract durations greater than one year, as of September 30, 2022: Market Technology Analytics IR & ESG Services Total (in millions) Remainder of 2022 $ 139 $ 18 $ 18 $ 175 2023 510 60 56 626 2024 269 34 25 328 2025 154 13 5 172 2026 87 7 — 94 2027+ 135 6 — 141 Total $ 1,294 $ 138 $ 104 $ 1,536 Deferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the nine months ended September 30, 2022 are reflected in the following table: Balance at December 31, 2021 Additions Revenue Recognized Adjustments Balance at September 30, 2022 (in millions) Market Technology $ 117 $ 100 $ (102) $ (6) $ 109 Investment Intelligence 106 92 (90) — 108 Corporate Platforms: Initial Listing 145 24 (41) (4) 124 Annual Listings 2 91 (1) (2) 90 IR & ESG Services 57 56 (49) (2) 62 Other 21 7 (7) (4) 17 Total $ 448 $ 370 $ (290) $ (18) $ 510 In the above table: • Additions primarily reflect deferred revenue billed in the current period, net of recognition. • Revenue recognized includes revenue recognized during the current period that was included in the beginning balance. • Adjustments reflect foreign currency translation adjustments. • Other primarily includes deferred revenue from non-U.S. listing of additional shares fees. Listing of additional shares fees are included in our Listing Services business. As of September 30, 2022, we estimate that our deferred revenue will be recognized in the following years: Fiscal year ended: 2022 2023 2024 2025 2026 2027+ Total (in millions) Market Technology $ 54 $ 54 $ 1 $ — $ — $ — $ 109 Investment Intelligence 49 59 — — — — 108 Corporate Platforms: Initial Listings 11 39 29 20 16 9 124 Annual Listings 90 — — — — — 90 IR & ESG Services 32 30 — — — — 62 Other 3 6 5 3 — — 17 Total $ 239 $ 188 $ 35 $ 23 $ 16 $ 9 $ 510 In the above table, 2022 represents the remaining three months of 2022. The timing of recognition of deferred revenue related to certain market infrastructure technology contracts is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing market technology contracts. As such, as it relates to market technology revenues, the timing represents our best estimate. |
Acquisitions and Divestiture
Acquisitions and Divestiture | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Divestiture | ACQUISITIONS AND DIVESTITURE We completed the following acquisitions and divestiture in 2022 and 2021. Financial results of each transaction are included in our condensed consolidated financial statements from the date of each acquisition. 2022 Acquisition In June 2022, we acquired Metrio, a provider of ESG data collection, analytics and reporting services based in Montreal, Canada. We plan to integrate Metrio’s SaaS platform into our suite of ESG solutions. Metrio is part of our IR & ESG business in our Corporate Platforms segment. 2021 Divestiture In June 2021, we sold our U.S. Fixed Income business, which was part of our FICC business within our Market Services segment, to Tradeweb Markets Inc. We recognized a pre-tax gain on the sale of $84 million, net of disposal costs. The pre-tax gain was included in net gain on divestiture of business in the Condensed Consolidated Statements of Income. In connection with this sale, we issued approximately 6.2 million shares of Nasdaq common stock. Nasdaq used the proceeds from the sale, available tax benefits and working and clearing capital of this business, as well as other sources of cash, to repurchase shares of Nasdaq common stock to reduce the impact on earnings per share dilution from the sale. To facilitate these repurchases, in June 2021, the board of directors authorized an increase to the share repurchase program. These repurchases were completed during the second quarter of 2022. See “Share Repurchase Program,” of Note 11, “Nasdaq Stockholders' Equity,” for further discussion. 2021 Acquisition Acquisition of Verafin In February 2021, we completed the acquisition of Verafin, a SaaS technology provider of anti-financial crime management solutions that provides a cloud-based platform to help detect, investigate, and report money laundering and fraud, for an aggregate purchase price of $2.75 billion, subject to certain adjustments. The $2.75 billion purchase price includes a cash payment of $102 million, reflected in cash from operating activities in our Condensed Consolidated Statements of Cash Flows, the release of which is subject to certain employment-related conditions over three years following the closing of the transaction. This payment was recorded as a prepaid expense and is recorded in other current and non-current assets in our Condensed Consolidated Balance Sheets and will be amortized to merger and strategic initiatives expense on a straight-line basis over a three-year period. Verafin is part of our Market Technology segment. The amounts in the table below represent the final allocation of the purchase price. The allocation of the purchase price was subject to revision during the measurement period, a period not to exceed 12 months from the acquisition date. Adjustments to the provisional values, which may include tax and other estimates, during the measurement period are recorded in the reporting period in which the adjustment amounts are determined. In 2021, we recorded a measurement period adjustment of $9 million. This adjustment resulted in an increase to both total net liabilities acquired and goodwill. This adjustment did not result in an impact to our Condensed Consolidated Statements of Income. The allocation of the purchase price for Verafin was finalized in the first quarter of 2022. (in millions) Goodwill $ 1,882 Acquired Intangible Assets 815 Total Net Liabilities Acquired (46) Purchase Consideration $ 2,651 Intangible Assets The following table presents the details of acquired intangible assets for Verafin at the date of acquisition. Acquired intangible assets with finite lives are amortized using the straight-line method. Customer Relationships Technology Trade Name Total Acquired Intangible Assets Intangible asset value (in millions) $ 532 $ 246 $ 37 $ 815 Discount rate used 7.5 % 7.5 % 7.5 % Estimated average useful life 22 years 7 years 20 years Customer Relationships Customer relationships represent the non-contractual and contractual relationships with customers. Methodology Customer relationships were valued using the income approach, specifically an excess earnings method. The excess earnings method examines the economic returns contributed by the identified tangible and intangible assets of a company, and then isolates the excess return that is attributable to the intangible asset being valued. Discount Rate The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the customer relationships relative to the overall business. In developing a discount rate for the customer relationships, we estimated a weighted-average cost of capital for the overall business and we utilized this rate as an input when discounting the cash flows. The resulting discounted cash flows were then tax-effected at the applicable statutory rate. For our acquisition of Verafin, a discounted tax amortization benefit was added to the fair value of the assets under the assumption that the customer relationships would be amortized for tax purposes over a period of 20 years. Estimated Useful Life We estimate the useful life based on the historical behavior of the customers and a parallel analysis of the customers using the excess earnings method. Technology As part of our acquisition of Verafin, we acquired developed technology. Methodology The developed technology was valued using the income approach, specifically the relief-from-royalty method, or RFRM. The RFRM is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. The royalty rate is applied to the projected revenue over the expected remaining life of the intangible asset to estimate royalty savings. The net after-tax royalty savings are calculated for each year in the remaining economic life of the technology and discounted to present value. Discount Rate The discount rates used reflect the amount of risk associated with the hypothetical cash flows for the developed technology relative to the overall business as discussed above in “Customer Relationships.” Estimated Useful Life We have estimated the useful life of the Verafin technology to be 7 years. Trade Name As part of our acquisition of Verafin, we acquired a trade name. The trade name is recognized in the industry and carries a reputation for quality. As such, the reputation and positive recognition embodied in the trade name is a valuable asset to Nasdaq. Methodology The Verafin trade name was valued using the income approach, specifically the RFRM as discussed above in “Technology.” Discount Rate The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the trade name relative to the overall business as discussed above in “Customer Relationships.” Estimated Useful Life We have estimated the useful life of the Verafin trade name to be 20 years and our intention is to continue to use it in the branding of products. Pro Forma Results and Acquisition-Related Costs The condensed consolidated financial statements for the three and nine months ended September 30, 2022 and 2021 include the financial results of the above acquisitions from the date of the acquisitions. Pro forma financial results have not been presented since these acquisitions 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 Condensed Consolidated Statements of Income. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | GOODWILL AND ACQUIRED INTANGIBLE ASSETS Goodwill The following table presents the changes in goodwill by business segment during the nine months ended September 30, 2022: (in millions) Market Technology Balance at December 31, 2021 $ 2,171 Foreign currency translation adjustments (49) Balance at September 30, 2022 $ 2,122 Investment Intelligence Balance at December 31, 2021 $ 2,428 Foreign currency translation adjustments (172) Balance at September 30, 2022 $ 2,256 Corporate Platforms Balance at December 31, 2021 $ 469 Goodwill acquired 40 Foreign currency translation adjustments (38) Balance at September 30, 2022 $ 471 Market Services Balance at December 31, 2021 $ 3,365 Foreign currency translation adjustments (268) Balance at September 30, 2022 $ 3,097 Total Balance at December 31, 2021 $ 8,433 Goodwill acquired 40 Foreign currency translation adjustments (527) Balance at September 30, 2022 $ 7,946 As of September 30, 2022, the amount of goodwill that is expected to be deductible for tax purposes in future periods is $20 million. Goodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We test goodwill for impairment at the reporting unit level annually, or in interim periods if certain events occur indicating that the carrying amount may be impaired, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. There was no impairment of goodwill for the three and nine months ended September 30, 2022 and 2021; however, events such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses, may result in goodwill impairment charges in the future. Acquired Intangible Assets The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived: September 30, 2022 December 31, 2021 Finite-Lived Intangible Assets (in millions) Gross Amount Technology $ 305 $ 295 Customer relationships 2,007 2,050 Trade names and other 60 60 Foreign currency translation adjustment (241) (143) Total gross amount $ 2,131 $ 2,262 Accumulated Amortization Technology $ (87) $ (54) Customer relationships (753) (711) Trade names and other (15) (11) Foreign currency translation adjustment 134 81 Total accumulated amortization $ (721) $ (695) Net Amount Technology $ 218 $ 241 Customer relationships 1,254 1,339 Trade names and other 45 49 Foreign currency translation adjustment (107) (62) Total finite-lived intangible assets $ 1,410 $ 1,567 Indefinite-Lived Intangible Assets Exchange and clearing registrations $ 1,257 $ 1,257 Trade names 121 121 Licenses 52 52 Foreign currency translation adjustment (257) (184) Total indefinite-lived intangible assets $ 1,173 $ 1,246 Total intangible assets, net $ 2,583 $ 2,813 There was no impairment of indefinite-lived intangible assets for the three and nine months ended September 30, 2022 and 2021. The following table presents our amortization expense for acquired finite-lived intangible assets: Three Months Ended 2022 2021 (in millions) Amortization expense $ 38 $ 40 Nine Months Ended 2022 2021 (in millions) Amortization expense $ 116 $ 116 The table below presents the estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $107 million as of September 30, 2022) of acquired finite-lived intangible assets as of September 30, 2022: (in millions) Remainder of 2022 $ 40 2023 159 2024 153 2025 151 2026 148 2027+ 866 Total $ 1,517 |
Investments
Investments | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | INVESTMENTS The following table presents the details of our investments: September 30, 2022 December 31, 2021 (in millions) Financial investments $ 129 $ 208 Equity method investments $ 384 $ 363 Equity securities $ 75 $ 67 Financial Investments Financial investments are comprised of trading securities, primarily highly rated European government debt securities, of which $118 million as of September 30, 2022 and $162 million as of December 31, 2021, are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing. Equity Method Investments We record our estimated pro-rata share of earnings or losses each reporting period and record any dividends as a reduction in the investment balance. As of September 30, 2022 and 2021, our equity method investments primarily included our 40.0% equity interest in OCC. The carrying amounts of our equity method investments are included in other non-current assets in the Condensed Consolidated Balance Sheets. No impairments were recorded for the three and nine months end September 30, 2022 and 2021. Net income recognized from our equity interest in the earnings and losses of these equity method investments, primarily OCC, was $8 million for the three months ended September 30, 2022, $6 million for the three months ended September 30, 2021, $23 million for the nine months ended September 30, 2022 and $90 million for the nine months ended September 30, 2021. For the nine months ended September 30, 2022, lower equity interest in the earnings of OCC, as compared to 2021, was primarily driven by a reduction in the clearing fee rate that OCC charges its customers, partially offset by elevated U.S. industry trading volumes. Equity Securities The carrying amounts of our equity securities are included in other non-current assets in the Condensed Consolidated Balance Sheets. We elected the measurement alternative for substantially all of our equity securities as they do not have a readily determinable fair value. No material adjustments were made to the carrying value of our equity securities for the three and nine months ended September 30, 2022 and 2021. As of September 30, 2022 and December 31, 2021 , our equity securities primarily represent various strategic investments made through our corporate venture program as well as investments acquired through various acquisitions. |
Deferred Revenue
Deferred Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue | REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue The following tables summarize the disaggregation of revenue by major product and service and by segment for the three and nine months ended September 30, 2022 and 2021: Three Months Ended 2022 2021 (in millions) Market Technology Anti Financial Crime Technology $ 77 $ 62 Market Infrastructure Technology 55 52 Investment Intelligence Market data 104 102 Index 125 119 Analytics 55 51 Corporate Platforms Listing services 105 99 IR & ESG Services 63 56 Market Services Transaction-based trading and clearing, net 219 214 Trade management services 86 78 Other revenues 1 5 Revenues less transaction-based expenses $ 890 $ 838 Substantially all revenues from the Market Technology, Investment Intelligence and Corporate Platforms segments were recognized over time for the three months ended September 30, 2022 and 2021. For the three months ended September 30, 2022 and 2021 approximately 67.6% and 69.0%, respectively, of Market Services revenues were recognized at a point in time and 32.4% and 31.0%, respectively, were recognized over time. Nine Months Ended 2022 2021 (in millions) Market Technology Anti Financial Crime Technology $ 224 $ 163 Market Infrastructure Technology 163 169 Investment Intelligence Market data 318 310 Index 370 328 Analytics 163 149 Corporate Platforms Listing services 320 282 IR & ESG Services 184 169 Market Services Transaction-based trading and clearing, net 674 696 Trade management services 249 232 Other revenues 10 36 Revenues less transaction-based expenses $ 2,675 $ 2,534 Substantially all revenues from the Market Technology, Investment Intelligence and Corporate Platforms segments were recognized over time for the nine months ended September 30, 2022 and 2021. For the nine months ended September 30, 2022 and 2021 approximately 68.9% and 70.9%, respectively, of Market Services revenues were recognized at a point in time and 31.1% and 29.1%, respectively, were recognized over time. Contract Balances Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our Condensed Consolidated Balance Sheets as receivables, which are net of allowance for doubtful accounts of $13 million as of September 30, 2022 and $17 million as of December 31, 2021. The changes in the balance between periods were immaterial. We do not have obligations for warranties, returns or refunds to customers. For the majority of our contracts with customers, except for our market infrastructure technology and listing services contracts, our performance obligations range from three months to three years and there is no significant variable consideration. Deferred revenue is the only significant contract asset or liability as of September 30, 2022 . Deferred revenue represents consideration received that is yet to be recognized as revenue for unsatisfied performance obligations. Deferred revenue primarily represents our contract liabilities related to our fees for Market Technology, Investment Intelligence, Annual and Initial Listings, and IR & ESG Services contracts. See Note 7, “Deferred Revenue,” for our discussion on deferred revenue balances, activity, and expected timing of recognition. We do not have a material amount of revenue recognized from performance obligations that were satisfied in prior periods. We do not provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. For our initial listings the transaction price allocated to remaining performance obligations is included in deferred revenue. For our Market Technology, Analytics, and IR & ESG contracts, the portion of transaction price allocated to unsatisfied performance obligations is presented in the table below. To the extent consideration has been received, unsatisfied performance obligations would be included in the table below as well as deferred revenue. The following table summarizes the amount of the transaction price allocated to performance obligations that are unsatisfied, for contract durations greater than one year, as of September 30, 2022: Market Technology Analytics IR & ESG Services Total (in millions) Remainder of 2022 $ 139 $ 18 $ 18 $ 175 2023 510 60 56 626 2024 269 34 25 328 2025 154 13 5 172 2026 87 7 — 94 2027+ 135 6 — 141 Total $ 1,294 $ 138 $ 104 $ 1,536 Deferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the nine months ended September 30, 2022 are reflected in the following table: Balance at December 31, 2021 Additions Revenue Recognized Adjustments Balance at September 30, 2022 (in millions) Market Technology $ 117 $ 100 $ (102) $ (6) $ 109 Investment Intelligence 106 92 (90) — 108 Corporate Platforms: Initial Listing 145 24 (41) (4) 124 Annual Listings 2 91 (1) (2) 90 IR & ESG Services 57 56 (49) (2) 62 Other 21 7 (7) (4) 17 Total $ 448 $ 370 $ (290) $ (18) $ 510 In the above table: • Additions primarily reflect deferred revenue billed in the current period, net of recognition. • Revenue recognized includes revenue recognized during the current period that was included in the beginning balance. • Adjustments reflect foreign currency translation adjustments. • Other primarily includes deferred revenue from non-U.S. listing of additional shares fees. Listing of additional shares fees are included in our Listing Services business. As of September 30, 2022, we estimate that our deferred revenue will be recognized in the following years: Fiscal year ended: 2022 2023 2024 2025 2026 2027+ Total (in millions) Market Technology $ 54 $ 54 $ 1 $ — $ — $ — $ 109 Investment Intelligence 49 59 — — — — 108 Corporate Platforms: Initial Listings 11 39 29 20 16 9 124 Annual Listings 90 — — — — — 90 IR & ESG Services 32 30 — — — — 62 Other 3 6 5 3 — — 17 Total $ 239 $ 188 $ 35 $ 23 $ 16 $ 9 $ 510 In the above table, 2022 represents the remaining three months of 2022. The timing of recognition of deferred revenue related to certain market infrastructure technology contracts is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing market technology contracts. As such, as it relates to market technology revenues, the timing represents our best estimate. |
Debt Obligations
Debt Obligations | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022: December 31, 2021 Additions Payments, Foreign Currency Translation and Accretion September 30, 2022 (in millions) Short-term debt: Commercial paper $ 420 $ 2,898 $ (3,119) $ 199 2022 Notes 598 — 2 600 2024 Notes 499 — (499) — Total short-term debt $ 1,517 $ 2,898 $ (3,616) $ 799 Long-term debt - senior unsecured notes: 2026 Notes 498 — — 498 2029 Notes 676 — (93) 583 2030 Notes 676 — (93) 583 2050 Notes 486 — — 486 2031 Notes 643 — 1 644 2040 Notes 644 — — 644 2033 Notes 694 — (97) 597 2052 Notes — 541 — 541 2020 Credit Facility (4) — 1 (3) Total long-term debt $ 4,313 $ 541 $ (281) $ 4,573 Total debt obligations $ 5,830 $ 3,439 $ (3,897) $ 5,372 In the table above, the 2024 Notes were reclassified to short-term debt as of March 31, 2022. The long-term debt senior unsecured notes in the table above, and discussion below, are listed based on their issuance date. Commercial Paper Program Our U.S. dollar commercial paper program is supported by our 2020 Credit Facility which provides liquidity support for the repayment of commercial paper issued through this program. See “2020 Credit Facility” below for further discussion. The effective interest rate of commercial paper issuances fluctuates as short term interest rates and demand fluctuate. The fluctuation of these rates may impact our interest expense. In January 2022, we issued commercial paper to partially fund our ASR agreement. See “ASR Agreement,” of Note 11, “Nasdaq Stockholders' Equity.” As of September 30, 2022, we had $199 million outstanding under our commercial paper program. Senior Unsecured Notes Our 2022 and 2040 Notes were issued at par. All of our other outstanding senior unsecured notes were 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, 2022, the amounts in the table above reflect the aggregate principal amount, less the unamortized debt discount and the unamortized debt issuance costs, which are being accreted through interest expense over the life of the applicable notes. For our Euro denominated notes, the “Payments, Foreign Currency Translation and Accretion” column also includes the impact of foreign currency translation. Our senior unsecured notes are general unsecured obligations which rank equally with all of our existing and future unsubordinated obligations and 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. The senior unsecured notes may be redeemed by Nasdaq at any time, subject to a make-whole amount. Upon a change of control triggering event (as defined in the various supplemental indentures governing the applicable notes), 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. Early Extinguishment of 2024 Notes In May 2014, Nasdaq issued the 2024 Notes, which paid interest semiannually at a rate of 4.25% per annum. In April 2022, we primarily used the net proceeds from the 2052 Notes to repay in full and redeem our 2024 Notes. For further discussion see “2052 Notes” below. In connection with the early extinguishment of the 2024 Notes, in April 2022 we recorded a pre-tax charge of $16 million, which primarily includes a make-whole redemption price premium. 2026 Notes In June 2016, Nasdaq issued the 2026 Notes, which pay interest semi-annually at a rate of 3.85% per annum until June 30, 2026. Such interest rate may vary with Nasdaq’s debt rating, to the extent Nasdaq is downgraded below investment grade, up to a rate not to exceed 5.85%. 2029 Notes In April 2019, Nasdaq issued the 2029 Notes, which pay interest annually at a rate of 1.75% per annum until March 28, 2029. Such interest rate may vary with Nasdaq’s debt rating, to the extent Nasdaq is downgraded below investment grade, up to a rate not to exceed 3.75%. The 2029 Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. The decrease in the carrying amount of $93 million noted in the “Payments, Foreign Currency Translation and Accretion” column in the table above primarily reflects the remeasurement of the 2029 Notes into U.S. dollars and is recorded in accumulated other comprehensive loss within Nasdaq's stockholders’ equity in the Condensed Consolidated Balance Sheets as of September 30, 2022. 2030 Notes In February 2020, Nasdaq issued the 2030 Notes, which pay interest annually at a rate of 0.875% in arrears, which began on February 13, 2021. The 2030 Notes were designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. The decrease in the carrying amount of $93 million noted in the “Payments, Foreign Currency Translation and Accretion” column in the table above primarily reflects the remeasurement of the 2030 Notes into U.S. dollars and is recorded in accumulated other comprehensive loss within Nasdaq's stockholders’ equity in the Condensed Consolidated Balance Sheets as of September 30, 2022. 2050 Notes In April 2020, Nasdaq issued the 2050 Notes, which pay interest semi-annually at a rate of 3.25% per annum until April 28, 2050. Such rate may vary with Nasdaq's debt rating, to the extent Nasdaq is downgraded below investment grade, up to a rate not to exceed 5.25%. 2022, 2031 and 2040 Notes In December 2020, Nasdaq issued the 2022, 2031 and 2040 Notes. The net proceeds were used to partially fund the acquisition of Verafin. For further discussion of the acquisition of Verafin, see “2021 Acquisition,” of Note 4, “Acquisitions and Divestiture.” 2022 Notes The 2022 Notes pay interest semi-annually in arrears, which began on June 21, 2021. The interest rate of 0.445% may vary with Nasdaq's debt rating, to the extent Nasdaq is downgraded below investment grade, up to a rate not to exceed 2.445%. 2031 Notes The 2031 Notes pay interest semi-annually in arrears, which began on January 15, 2021. The interest rate of 1.650% may vary with Nasdaq's debt rating, to the extent Nasdaq is downgraded below investment grade, up to a rate not to exceed 3.65%. 2040 Notes The 2040 Notes pay interest semi-annually in arrears, which began on June 21, 2021. The interest rate of 2.500% may vary with Nasdaq's debt rating, to the extent Nasdaq is downgraded below investment grade, up to a rate not to exceed 4.50%. 2033 Notes In July 2021, Nasdaq issued the 2033 Notes, which pay interest annually in arrears, at a rate of 0.900%, beginning on July 30, 2022. The 2033 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 $97 million noted in the “Payments, Foreign Currency Translation and Accretion” column in the table above primarily reflects the remeasurement of the 2033 Notes into U.S. dollars and is recorded in accumulated other comprehensive loss within Nasdaq stockholders’ equity in the Condensed Consolidated Balance Sheets as of September 30, 2022. 2052 Notes In March 2022, Nasdaq issued $550 million aggregate principal amount of 3.950% senior notes due in 2052, which pay interest semi-annually in arrears, beginning on September 7, 2022. The interest rate of 3.950% may vary with Nasdaq's debt rating, to the extent Nasdaq is downgraded below investment grade, up to a rate not to exceed 5.950%. The net proceeds from the 2052 Notes was $541 million after deducting the underwriting discount and expenses of the offering. We used the net proceeds from the 2052 Notes to redeem all of the 2024 Notes in April 2022. Credit Facilities 2020 Credit Facility In December 2020, Nasdaq entered into the 2020 Credit Facility, which replaced a former credit facility and consists of a $1.25 billion five-year revolving credit facility (with sublimits for non-dollar borrowings, swingline borrowings and letters of credit). Nasdaq intends to use funds available under the 2020 Credit Facility for general corporate purposes and to provide liquidity support for the repayment of commercial paper issued through the commercial paper program. Nasdaq is permitted to repay borrowings under our 2020 Credit Facility at any time in whole or in part, without penalty. As of September 30, 2022, no amounts were outstanding on the 2020 Credit Facility. The $(3) million balance represents unamortized debt issuance costs which are being accreted through interest expense over the life of the 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 a successor rate to LIBOR), the base rate (as defined in the credit agreement), or other applicable rate with respect to non-dollar borrowings, plus an applicable margin that varies with Nasdaq’s debt rating. We are charged commitment fees of 0.125% to 0.350%, depending on our credit rating, whether or not amounts have been borrowed. These commitment fees are included in interest expense and were not material for the three and nine months ended September 30, 2022 and 2021. The 2020 Credit Facility contains financial and operating covenants. Financial covenants include a maximum leverage ratio. Operating covenants include, among other things, limitations on Nasdaq’s ability to incur additional indebtedness, grant liens on assets, dispose of assets and make certain restricted payments. The facility also contains customary affirmative covenants, including access to financial statements, notice of defaults and certain other material events, maintenance of properties and insurance, and customary events of default, including cross-defaults to our material indebtedness. The 2020 Credit Facility includes an option for Nasdaq to increase the available aggregate amount by up to $625 million, subject to the consent of the lenders funding the increase and certain other conditions. Other Credit Facilities Certain of our European subsidiaries have several other credit facilities, which are available in multiple currencies, primarily to support our Nasdaq Clearing operations in Europe, as well as to provide a cash pool credit line for one subsidiary. These credit facilities, in aggregate, totaled $173 million as of September 30, 2022 and $212 million as of December 31, 2021 in available liquidity, none of which was utilized. Generally, these facilities each have a one year term. The amounts borrowed under these various credit facilities bear interest on the principal amount outstanding at a variable interest rate based on a base rate (as defined in the applicable credit agreement), plus an applicable margin. We are charged commitment fees (as defined in the applicable credit agreement), whether or not amounts have been borrowed. These commitment fees are included in interest expense and were not material for the three and nine months ended September 30, 2022 and 2021. These facilities include customary affirmative and negative operating covenants and events of default. Debt Covenants As of September 30, 2022, we were in compliance with the covenants of all of our debt obligations. |
Retirement Plans
Retirement Plans | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Retirement Plans | RETIREMENT PLANS Defined Contribution Savings Plan We sponsor a 401(k) which is a voluntary defined contribution savings plan, for U.S. employees. Employees are immediately eligible to make contributions to the plan and are also eligible for an employer contribution match at an amount equal to 100.0% of the first 6.0% of eligible employee contributions. Savings plan expense for the three and nine months ended September 30, 2022 and 2021, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in millions) Savings Plan expense $ 4 $ 3 $ 13 $ 11 Pension and Supplemental Executive Retirement Plans We maintain non-contributory, defined-benefit pension plans, non-qualified SERPs for certain senior executives and other post-retirement benefit plans for eligible employees in the U.S. Our pension plans and SERPs are frozen. Future service and salary for all participants do not count toward an accrual of benefits under the pension plans and SERPs. Most employees outside the U.S. are covered by local retirement plans or by applicable social laws. Benefits under social laws are generally expensed in the periods in which the costs are incurred. The total expense for these plans for the three and nine months ended September 30, 2022 and 2021, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in millions) Retirement Plans expense $ 6 $ 7 $ 18 $ 20 Nonqualified Deferred Compensation Plan |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | SHARE-BASED COMPENSATIONWe have a share-based compensation program for employees and non-employee directors. Share-based awards granted under this program include restricted stock (consisting of restricted stock units), PSUs and stock options. For accounting purposes, we consider PSUs to be a form of restricted stock. Generally, annual employee awards are granted on April 1st of each year. Summary of Share-Based Compensation Expense The following table presents the total share-based compensation expense resulting from equity awards and the 15.0% discount for the ESPP for the three and nine months ended September 30, 2022 and 2021, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in millions) Share-based compensation expense before income taxes $ 26 $ 23 $ 76 $ 66 Common Shares Available Under Our Equity Plan As of September 30, 2022, we had approximately 26.4 million shares of common stock authorized for future issuance under our Equity Plan. Restricted Stock We grant restricted stock to most employees. The grant date fair value of restricted stock awards is based on the closing stock price at the date of grant less the present value of future cash dividends. Restricted stock awards granted to employees below the manager level generally vest 33.3% on the first anniversary of the grant date, 33.3% on the second anniversary of the grant date, and 33.3% on the third anniversary of the grant date. Restricted stock awards granted to employees at or above the manager level generally vest 33.3% on the second anniversary of the grant date, 33.3% on the third anniversary of the grant date, and 33.3% on the fourth anniversary of the grant date. Summary of Restricted Stock Activity The following table summarizes our restricted stock activity for the nine months ended September 30, 2022: Restricted Stock Number of Awards Weighted-Average Grant Date Fair Value Unvested at January 1, 2022 4,399,020 $ 35.39 Granted 1,660,389 57.34 Vested (1,440,663) 30.29 Forfeited (221,049) 41.75 Unvested at September 30, 2022 4,397,697 $ 45.02 As of September 30, 2022, $119 million of total unrecognized compensation cost related to restricted stock is expected to be recognized over a weighted-average period of 1.8 years. PSUs PSUs are based on performance measures that impact the amount of shares that each recipient will receive upon vesting. Prior to April 1, 2020, we had two performance-based PSU programs for certain officers, a one-year performance-based program and a three-year cumulative performance-based program that focuses on TSR. Effective April 1, 2020, to better align the equity programs for eligible officers, the one-year performance-based program was eliminated and all eligible officers now participate in the three-year cumulative performance-based program. While the performance periods are complete for all PSUs granted under the one-year performance-based program, some shares underlying these PSUs have not vested. One-Year PSU Program The grant date fair value of PSUs under the one-year performance-based program was based on the closing stock price at the date of grant less the present value of future cash dividends. Under this program, an eligible employee received a target grant of PSUs, but could have received from 0.0% to 150.0% of the target amount granted, depending on the achievement of performance measures. These awards vest ratably on an annual basis over a three-year period commencing with the end of the one-year performance period. Compensation cost is recognized over the performance period and the three-year vesting period based on the probability that such performance measures will be achieved, taking into account an estimated forfeiture rate. Three-Year PSU Program Under the three-year performance-based program, each eligible individual receives PSUs, subject to market conditions, with a three-year cumulative performance period that vest at the end of the performance period. Compensation cost is recognized over the three-year performance period, taking into account an estimated forfeiture rate, regardless of whether the market condition is satisfied, provided that the requisite service period has been completed. Performance will be determined by comparing Nasdaq’s TSR to two peer groups, each weighted 50.0%. The first peer group consists of exchange companies, and the second peer group consists of all companies in the S&P 500. Nasdaq’s relative performance ranking against each of these groups will determine the final number of shares delivered to each individual under the program. The award issuance under this program will be between 0.0% and 200.0% of the number of PSUs granted and will be determined by Nasdaq’s overall performance against both peer groups. However, if Nasdaq’s TSR is negative for the three-year performance period, regardless of TSR ranking, the award issuance will not exceed 100.0% of the number of PSUs granted. We estimate the fair value of PSUs granted under the three-year PSU program using the Monte Carlo simulation model, as these awards contain a market condition. Grants of PSUs that were issued in 2019 with a three-year performance period exceeded the applicable performance parameters. As a result, an additional 867,921 units above the original target were granted in the first quarter of 2022 and were fully vested upon issuance. The following weighted-average assumptions were used to determine the weighted-average fair values of the PSU awards granted under the three-year PSU program for the nine months ended September 30, 2022 and 2021: Nine Months Ended September 30, 2022 2021 Weighted-average risk free interest rate 2.55 % 0.31 % Expected volatility 30.33 % 30.11 % Weighted-average grant date share price $ 60.64 $ 50.28 Weighted-average fair value at grant date $ 63.50 $ 68.72 In the table above, the risk-free interest rate for periods within the expected life of the award is based on the U.S. Treasury yield curve in effect at the time of grant; and we use historic volatility for PSU awards issued under the three-year PSU program, as implied volatility data could not be obtained for all the companies in the peer groups used for relative performance measurement within the program. In addition, the annual dividend assumption utilized in the Monte Carlo simulation model is based on Nasdaq’s dividend yield at the date of grant. Summary of PSU Activity The following table summarizes our PSU activity for the nine months ended September 30, 2022: PSUs One-Year Program Three-Year Program Number of Awards Weighted-Average Grant Date Fair Value Number of Awards Weighted-Average Grant Date Fair Value Unvested at January 1, 2022 149,202 $ 28.01 2,292,372 $ 45.01 Granted — — 1,471,092 45.29 Vested (7,044) 28.06 (1,735,842) 32.57 Forfeited (2,670) 28.06 (71,376) 50.21 Unvested at September 30, 2022 139,488 $ 28.01 1,956,246 $ 56.08 In the table above, the granted amount under the three year program reflects additional awards granted based on overachievement of performance parameters. As of September 30, 2022, total unrecognized compensation cost related to the one-year PSU program is immaterial and is expected to be recognized over a weighted-average period of 1.0 year. For the three-year PSU program, $52 million of total unrecognized compensation cost is expected to be recognized over a weighted-average period of 1.5 years. Stock Options In January 2022, in connection with a new five year employment agreement, our President and Chief Executive Officer received an aggregate of 613,872 performance-based non-qualified stock options, which will vest as follows: • 50% will vest contingent upon the achievement of certain performance conditions; and • 50% will vest five years after the grant date, subject to continued employment through such date. The fair value of stock options are estimated using the Black-Scholes option-pricing model. These options expire 10 years after the date of grant. There were no stock option awards granted for the nine months ended September 30, 2021. A summary of stock option activity for the nine months ended September 30, 2022 is as follows: Number of Stock Options Weighted-Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Outstanding at December 31, 2021 806,451 $ 22.23 5.0 $ 39 Granted 613,872 67.49 Outstanding at September 30, 2022 1,420,323 $ 41.79 6.4 $ 28 Exercisable at September 30, 2022 806,451 $ 22.23 4.3 $ 28 The net cash proceeds from the exercise of 73,227 stock options for the nine months ended September 30, 2021 was $1 million. The total pre-tax intrinsic value of stock options exercised was $3 million for the nine months ended September 30, 2021. As of September 30, 2022, the aggregate pre-tax intrinsic value of the outstanding and exercisable stock options in the above table was $28 million and represents the difference between our closing stock price on September 30, 2022 of $56.68 and the exercise price, times the number of shares that would have been received by the option holder had the option holder exercised the stock options on that date. This amount can change based on the fair market value of our common stock. As of September 30, 2021, 0.8 million outstanding stock options were exercisable and the weighted-average exercise price was $22.23. ESPP We have an ESPP under which approximately 12.3 million shares of our common stock were available for future issuance as of September 30, 2022. Under our ESPP, employees may purchase shares having a value not exceeding 10.0% of their annual compensation, subject to applicable annual Internal Revenue Service limitations. We record compensation expense related to the 15.0% discount that is given to our employees, which totaled $1 million for both the three months ended September 30, 2022 and 2021 and $6 million for both the nine months ended September 30, 2022 and 2021. |
Nasdaq Stockholders_ Equity
Nasdaq Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Nasdaq Stockholders' Equity | NASDAQ STOCKHOLDERS' EQUITY Common Stock As of September 30, 2022, 900,000,000 shares of our common stock were authorized, 512,714,970 shares were issued and 491,234,455 shares were outstanding. As of December 31, 2021, 900,000,000 shares of our common stock were authorized, 520,256,817 shares were issued and 500,038,905 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 shareholder to vote in excess of 5.0% of the then-outstanding shares of Nasdaq common stock. Common Stock in Treasury, at Cost We account for the purchase of treasury stock under the cost method with the shares of stock repurchased reflected as a reduction to Nasdaq stockholders’ equity and included in common stock in treasury, at cost in the Condensed Consolidated Balance Sheets. Shares repurchased under our share repurchase program are currently retired and canceled and are therefore not included in the common stock in treasury balance. If treasury shares are reissued, they are recorded at the average cost of the treasury shares acquired. We held 21,480,515 shares of common stock in treasury as of September 30, 2022 and 20,217,912 shares as of December 31, 2021, most of which are related to shares of our common stock withheld for the settlement of employee tax withholding obligations arising from the vesting of restricted stock and PSUs. Share Repurchase Program As of September 30, 2022, the remaining aggregate authorized amount under the existing share repurchase program was $293 million. These repurchases may be made from time to time at prevailing market prices in open market purchases, privately-negotiated transactions, block purchase techniques, an accelerated share repurchase program or otherwise, as determined by our management. The repurchases are primarily funded from existing cash balances. The share repurchase program may be suspended, modified or discontinued at any time, and has no defined expiration date. The following is a summary of our share repurchase activity, excluding the repurchases done through our ASR agreement described below, reported based on settlement date, for the nine months ended September 30, 2022: Nine Months Ended September 30, 2022 Number of shares of common stock repurchased 5,465,595 Average price paid per share $ 56.26 Total purchase price (in millions) $ 308 In the table above, the number of shares of common stock repurchased excludes an aggregate of 1,262,603 shares withheld upon the vesting of restricted stock and PSUs for the nine months ended September 30, 2022. As discussed above in “Common Stock in Treasury, at Cost,” shares repurchased under our share repurchase program are currently retired and cancelled. ASR Agreement In January 2022, we entered into an ASR agreement to repurchase $325 million of common stock. We received a total delivery of 5,629,161 shares of common stock and completed the ASR program during the first quarter of 2022. Preferred Stock Our certificate of incorporation authorizes the issuance of 90,000,000 shares of preferred stock, par value $0.01 per share, issuable from time to time in one or more series. As of September 30, 2022 and December 31, 2021, no shares of preferred stock were issued or outstanding. Stock Split See “Stock Split Effected in the Form of a Stock Dividend,” of Note 2, “Basis of Presentation and Principles of Consolidation.” Cash Dividends on Common Stock During the nine months ended September 30, 2022, our board of directors declared and paid the following cash dividends: Declaration Date Dividend Per Record Date Total Amount Paid Payment Date (in millions) January 26, 2022 $ 0.18 March 11, 2022 $ 88 March 25, 2022 April 20, 2022 0.20 June 10, 2022 98 June 24, 2022 July 19, 2022 0.20 September 16, 2022 99 September 30, 2022 $ 285 The total amount paid of $285 million was recorded in retained earnings within Nasdaq's stockholders' equity in the Condensed Consolidated Balance Sheets at September 30, 2022. In October 2022, the board of directors approved a regular quarterly cash dividend of $0.20 per share on our outstanding common stock. The dividend is payable on December 16, 2022 to shareholders of record at the close of business on December 2, 2022. The estimated aggregate payment of this dividend is $98 million. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the board of directors. The board of directors maintains a dividend policy with the intention to provide stockholders with regular and increasing dividends as earnings and cash flows increase. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended September 30, 2022 2021 Numerator: (in millions, except share and per share amounts) Net income attributable to common shareholders $ 294 $ 288 Denominator: Weighted-average common shares outstanding for basic earnings per share 491,228,889 503,077,107 Weighted-average effect of dilutive securities: Employee equity awards 5,110,197 7,462,926 Weighted-average common shares outstanding for diluted earnings per share 496,339,086 510,540,033 Basic and diluted earnings per share: Basic earnings per share $ 0.60 $ 0.57 Diluted earnings per share $ 0.59 $ 0.56 Nine Months Ended September 30, 2022 2021 Numerator: (in millions, except share and per share amounts) Net income attributable to common shareholders $ 884 $ 928 Denominator: Weighted-average common shares outstanding for basic earnings per share 492,803,274 496,520,577 Weighted-average effect of dilutive securities: Employee equity awards 5,351,675 7,222,452 Weighted-average common shares outstanding for diluted earnings per share 498,154,949 503,743,029 Basic and diluted earnings per share: Basic earnings per share $ 1.79 $ 1.87 Diluted earnings per share $ 1.77 $ 1.84 In the table above, employee equity awards from our PSU program, which are considered contingently issuable, are included in the computation of dilutive earnings per share on a weighted average basis when management determines that the applicable performance criteria would have been met if the performance period ended as of the date of the relevant computation. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS The following tables present our financial assets and financial liabilities that were measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021. September 30, 2022 Total Level 1 Level 2 Level 3 (in millions) European government debt securities $ 103 $ 103 $ — $ — Corporate debt securities 7 — 7 — Swedish mortgage bonds 19 — 19 — Total assets at fair value $ 129 $ 103 $ 26 $ — December 31, 2021 Total Level 1 Level 2 Level 3 (in millions) European government debt securities $ 144 $ 144 $ — $ — Corporate debt securities 20 — 20 — State-owned enterprises and municipal securities 11 — 11 — Swedish mortgage bonds 21 — 21 — Time deposits 12 — 12 — Total assets at fair value $ 208 $ 144 $ 64 $ — 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 and cash equivalents, receivables, net, certain other current assets, accounts payable and accrued expenses, Section 31 fees payable to SEC, accrued personnel costs, commercial paper and certain other current liabilities. Our investment in OCC is accounted for under the equity method of accounting. We have elected the measurement alternative for the majority of our equity securities, which primarily represent various strategic investments made through our corporate venture program. See “Equity Method Investments,” and “Equity Securities,” of Note 6, “Investments,” for further discussion. We also consider our debt obligations to be financial instruments. As of September 30, 2022, the majority of our debt obligations were fixed-rate obligations. We are exposed to changes in interest rates as a result of borrowings under our 2020 Credit Facility, as the interest rates on this facility have a variable rate depending on the maturity of the borrowing and the implied underlying reference rate. As of September 30, 2022, we had no outstanding borrowings under our 2020 Credit Facility. We are also exposed to changes in interest rates as a result of the amounts outstanding from the sale of commercial paper under our commercial paper program. As of September 30, 2022, we had $199 million outstanding under our commercial paper program. The fair value of our remaining debt obligations utilizing discounted cash flow analyses for our floating rate debt, and prevailing market rates for our fixed rate debt was $4.3 billion as of September 30, 2022 and $5.9 billion as of December 31, 2021. The discounted cash flow analyses are based on borrowing rates currently available to us for debt with similar terms and maturities. The fair value of our commercial paper as of September 30, 2022 approximated the carrying value since the rates of interest on this short-term debt approximated market rates. Our commercial paper and our fixed rate and floating rate debt are categorized as Level 2 in the fair value hierarchy. For further discussion of our debt obligations, see Note 8, “Debt Obligations.” Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis Our non-financial assets, which include goodwill, intangible assets, and other long-lived assets, are not required to be carried at fair value on a recurring basis. Fair value measures of non-financial assets are primarily used in the impairment analysis of these assets. Any resulting asset impairment would require that the non-financial asset be recorded at its fair value. Nasdaq uses Level 3 inputs to measure the fair value of the above assets on a non-recurring basis. As of September 30, 2022 and December 31, 2021, there were no non-financial assets measured at fair value on a non-recurring basis. |
Clearing Operations
Clearing Operations | 9 Months Ended |
Sep. 30, 2022 | |
Due to and from Broker-Dealers and Clearing Organizations [Abstract] | |
Clearing Operations | CLEARING OPERATIONS Nasdaq Clearing Nasdaq Clearing is authorized and supervised under EMIR as a multi-asset clearinghouse by the SFSA. Such authorization is effective for all member states of the European Union and certain other non-member states that are part of the European Economic Area, including Norway. The clearinghouse acts as the CCP for exchange and OTC trades in equity derivatives, fixed income derivatives, resale and repurchase contracts, power derivatives, emission allowance derivatives, and seafood derivatives. Through our clearing operations in the financial markets, which include the resale and repurchase market, the commodities markets, and the seafood market, Nasdaq Clearing is the legal counterparty for, and guarantees the fulfillment of, each contract cleared. These contracts are not used by Nasdaq Clearing for the purpose of trading on its own behalf. As the legal counterparty of each transaction, Nasdaq Clearing bears the counterparty risk between the purchaser and seller in the contract. In its guarantor role, Nasdaq Clearing has precisely equal and offsetting claims to and from clearing members on opposite sides of each contract, standing as the CCP on every contract cleared. In accordance with the rules and regulations of Nasdaq Clearing, default fund and margin collateral requirements are calculated for each clearing member’s positions in accounts with the CCP. See “Default Fund Contributions and Margin Deposits” below for further discussion of Nasdaq Clearing’s default fund and margin requirements. Nasdaq Clearing maintains three member sponsored default funds: one related to financial markets, one related to commodities markets and one related to the seafood market. Under this structure, Nasdaq Clearing and its clearing members must contribute to the total regulatory capital related to the clearing operations of Nasdaq Clearing. This structure applies an initial separation of default fund contributions for the financial, commodities and seafood markets in order to create a buffer for each market’s counterparty risks. See “Default Fund Contributions” below for further discussion of Nasdaq Clearing’s default fund. A power of assessment and a liability waterfall have also been implemented to further align risk between Nasdaq Clearing and its clearing members. See “Power of Assessment” and “Liability Waterfall” below for further discussion. Nasdaq Commodities Clearing Default In September 2018, a member of the Nasdaq Clearing commodities market defaulted due to the inability to post sufficient collateral to cover increased margin requirements for the positions of the relevant member, which had experienced losses due to sharp adverse movements in the Nordic - German power market spread. Nasdaq Clearing followed default procedures and offset the future market risk on the defaulting member’s positions. In December 2018, the SFSA initiated a review of Nasdaq Clearing. In January 2021, the SFSA issued a warning combined with an administrative fine of approximately $27 million (SEK 300 million) to Nasdaq Clearing based on its review. Nasdaq Clearing appealed the SFSA´s decision to the Administrative Court. In December 2021, the court rejected Nasdaq Clearing’s appeal and upheld the decision of the SFSA. In January 2022, Nasdaq Clearing appealed this decision to the Administrative Court of Appeal. The most recent hearing took place in October 2022 and we expect to receive the decision by the end of 2022. While we continue to firmly believe in the merit of our appeal, due to the decision by the Administrative Court, we have determined it is appropriate to record an accrual for the full amount of the administrative fine issued by the SFSA. The charge was included in regulatory expense in our Consolidated Statements of Income for the year ended December 31, 2021. Default Fund Contributions and Margin Deposits As of September 30, 2022, clearing member default fund contributions and margin deposits were as follows: September 30, 2022 Cash Contributions Non-Cash Contributions Total Contributions (in millions) Default fund contributions $ 1,149 $ 108 $ 1,257 Margin deposits 8,358 8,807 17,165 Total $ 9,507 $ 8,915 $ 18,422 Of the total default fund contributions of $1,257 million, Nasdaq Clearing can utilize $1,196 million as capital resources in the event of a counterparty default. The remaining balance of $61 million pertains to member posted surplus balances. Our clearinghouse holds material amounts of clearing member cash deposits which are held or invested primarily to provide security of capital while minimizing credit, market and liquidity risks. While we seek to achieve a reasonable rate of return, we are primarily concerned with preservation of capital and managing the risks associated with these deposits. Clearing member cash contributions are maintained in demand deposits held at central banks and large, highly rated financial institutions or secured through direct investments, primarily central bank certificates and highly rated European government debt securities with original maturities primarily 1 year or less, reverse repurchase agreements and multilateral development bank debt securities. Investments in reverse repurchase agreements range in maturity from 3 days to 28 days and are secured with highly rated government securities and multilateral development banks. The carrying value of these securities approximates their fair value due to the short-term nature of the instruments and reverse repurchase agreements. Nasdaq Clearing has invested the total cash contributions of $9,507 million as of September 30, 2022 and $5,911 million as of December 31, 2021, in accordance with its investment policy as follows: September 30, 2022 December 31, 2021 (in millions) Demand deposits $ 7,944 $ 3,061 Central bank certificates 938 2,013 Restricted cash and cash equivalents $ 8,882 $ 5,074 European government debt securities 360 414 Reverse repurchase agreements 99 152 Multilateral development bank debt securities 166 271 Investments $ 625 $ 837 Total $ 9,507 $ 5,911 In the preceding table, the change from December 31, 2021 to September 30, 2022 includes currency translation adjustments of $1,682 million for restricted cash and cash equivalents and $168 million for investments. For the nine months ended September 30, 2022 and 2021 investments related to default funds and margin deposits, net includes purchases of investment securities of $35,019 million and $29,103 million, respectively, and proceeds from sales and redemptions of investment securities of $35,083 million and $29,030 million, respectively. In the investment activity related to default fund and margin contributions, we are exposed to counterparty risk related to reverse repurchase agreement transactions, which reflect the risk that the counterparty might become insolvent and, thus, fail to meet its obligations to Nasdaq Clearing. We mitigate this risk by only engaging in transactions with high credit quality reverse repurchase agreement counterparties and by limiting the acceptable collateral under the reverse repurchase agreement to high quality issuers, primarily government securities and other securities explicitly guaranteed by a government. The value of the underlying security is monitored during the lifetime of the contract, and in the event the market value of the underlying security falls below the reverse repurchase amount, our clearinghouse may require additional collateral or a reset of the contract. Default Fund Contributions Required contributions to the default funds are proportional to the exposures of each clearing member. When a clearing member is active in more than one market, contributions must be made to all markets’ default funds in which the member is active. Clearing members’ eligible contributions may include cash and non-cash contributions. Cash contributions received are maintained in demand deposits held at central banks and large, highly rated financial institutions or invested by Nasdaq Clearing, in accordance with its investment policy, either in central bank certificates, highly rated government debt securities, reverse repurchase agreements with highly rated government debt securities as collateral, or multilateral development bank debt securities. Nasdaq Clearing maintains and manages all cash deposits related to margin collateral. All risks and rewards of collateral ownership, including interest, belong to Nasdaq Clearing. Clearing members’ cash contributions are included in default funds and margin deposits in the Condensed Consolidated Balance Sheets as both a current asset and a current liability. Non-cash contributions include highly rated government debt securities that must meet specific criteria approved by Nasdaq Clearing. Non-cash contributions are pledged assets that are not recorded in the Condensed Consolidated Balance Sheets as Nasdaq Clearing does not take legal ownership of these assets and the risks and rewards remain with the clearing members. These balances may fluctuate over time due to changes in the amount of deposits required and whether members choose to provide cash or non-cash contributions. Assets pledged are held at a nominee account in Nasdaq Clearing’s name for the benefit of the clearing members and are immediately accessible by Nasdaq Clearing in the event of a default. In addition to clearing members’ required contributions to the liability waterfall, Nasdaq Clearing is also required to contribute capital to the liability waterfall and overall regulatory capital as specified under its clearinghouse rules. As of September 30, 2022, Nasdaq Clearing committed capital totaling $121 million to the liability waterfall and overall regulatory capital, in the form of government debt securities, which are recorded as financial investments in the Condensed Consolidated Balance Sheets. The combined regulatory capital of the clearing members and Nasdaq Clearing is intended to secure the obligations of a clearing member exceeding such member’s own margin and default fund deposits and may be used to cover losses sustained by a clearing member in the event of a default. Margin Deposits Nasdaq Clearing requires all clearing members to provide collateral, which may consist of cash and non-cash contributions, to guarantee performance on the clearing members’ open positions, or initial margin. In addition, clearing members must also provide collateral to cover the daily margin call if needed. See “Default Fund Contributions” above for further discussion of cash and non-cash contributions. Similar to default fund contributions, Nasdaq Clearing maintains and manages all cash deposits related to margin collateral. All risks and rewards of collateral ownership, including interest, belong to Nasdaq Clearing and are recorded in revenues. These cash deposits are recorded in default funds and margin deposits in the Condensed Consolidated Balance Sheets as both a current asset and a current liability. Pledged margin collateral is not recorded in our Condensed Consolidated Balance Sheets as all risks and rewards of collateral ownership, including interest, belong to the counterparty. Assets pledged are held at a nominee account in Nasdaq Clearing’s name for the benefit of the clearing members and are immediately accessible by Nasdaq Clearing in the event of a default. Nasdaq Clearing marks to market all outstanding contracts and requires payment from clearing members whose positions have lost value. The mark-to-market process helps identify any clearing members that may not be able to satisfy their financial obligations in a timely manner allowing Nasdaq Clearing the ability to mitigate the risk of a clearing member defaulting due to exceptionally large losses. In the event of a default, Nasdaq Clearing can access the defaulting member’s margin and default fund deposits to cover the defaulting member’s losses. Regulatory Capital and Risk Management Calculations Nasdaq Clearing manages risk through a comprehensive counterparty risk management framework, which is comprised of policies, procedures, standards and financial resources. The level of regulatory capital is determined in accordance with Nasdaq Clearing’s regulatory capital and default fund policy, as approved by the SFSA. Regulatory capital calculations are continuously updated through a proprietary capital-at-risk calculation model that establishes the appropriate level of capital. As mentioned above, Nasdaq Clearing is the legal counterparty for each contract cleared and thereby guarantees the fulfillment of each contract. Nasdaq Clearing accounts for this guarantee as a performance guarantee. We determine the fair value of the performance guarantee by considering daily settlement of contracts and other margining and default fund requirements, the risk management program, historical evidence of default payments, and the estimated probability of potential default payouts. The calculation is determined using proprietary risk management software that simulates gains and losses based on historical market prices, extreme but plausible market scenarios, volatility and other factors present at that point in time for those particular unsettled contracts. Based on this analysis, excluding any liability related to the Nasdaq commodities clearing default (see discussion above), the estimated liability was nominal and no liability was recorded as of September 30, 2022. Power of Assessment To further strengthen the contingent financial resources of the clearinghouse, Nasdaq Clearing has power of assessment that provides the ability to collect additional funds from its clearing members to cover a defaulting member’s remaining obligations up to the limits established under the terms of the clearinghouse rules. The power of assessment corresponds to 230.0% of the clearing member’s aggregate contribution to the financial, commodities and seafood markets’ default funds. Liability Waterfall The liability waterfall is the priority order in which the capital resources would be utilized in the event of a default where the defaulting clearing member’s collateral and default fund contribution would not be sufficient to cover the cost to settle its portfolio. If a default occurs and the defaulting clearing member’s collateral, including cash deposits and pledged assets, is depleted, then capital is utilized in the following amount and order: • junior capital contributed by Nasdaq Clearing, which totaled $37 million as of September 30, 2022; • a loss-sharing pool related only to the financial market that is contributed to by clearing members and only applies if the defaulting member’s portfolio includes interest rate swap products; • specific market default fund where the loss occurred (i.e., the financial, commodities, or seafood market), which includes capital contributions of the clearing members on a pro-rata basis; and • fully segregated senior capital for each specific market contributed by Nasdaq Clearing, calculated in accordance with clearinghouse rules, which totaled $20 million as of September 30, 2022. If additional funds are needed after utilization of the liability waterfall, or if part of the waterfall has been utilized and needs to be replenished, then Nasdaq Clearing will utilize its power of assessment and additional capital contributions will be required by non-defaulting members up to the limits established under the terms of the clearinghouse rules. During 2022 Nasdaq Clearing has updated its recovery plan and rule book by introducing additional recovery tools, in line with the new European Union regulations on a framework for the recovery and resolution of central counterparties, which became effective during 2022. In addition to the capital held to withstand counterparty defaults described above, Nasdaq Clearing also has committed capital of $64 million to ensure that it can handle an orderly wind-down of its operation, and that it is adequately protected against investment, operational, legal, and business risks. Market Value of Derivative Contracts Outstanding The following table presents the market value of derivative contracts outstanding prior to netting: September 30, 2022 (in millions) Commodity and seafood options, futures and forwards $ 1,217 Fixed-income options and futures 2,209 Stock options and futures 227 Index options and futures 74 Total $ 3,727 In the table above: • 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. • We determined the fair value of our futures contracts based upon quoted market prices and average quoted market yields. • We determined the fair value of our forward contracts using standard valuation models that were based on market-based observable inputs including benchmark rates and the spot price of the underlying instrument. Derivative Contracts Cleared The following table presents the total number of derivative contracts cleared through Nasdaq Clearing for the nine months ended September 30, 2022 and 2021: Nine Months Ended September 30, 2022 2021 Commodity and seafood options, futures and forwards 249,227 432,188 Fixed-income options and futures 17,233,036 17,010,664 Stock options and futures 13,737,846 15,217,832 Index options and futures 34,191,390 27,311,122 Total 65,411,499 59,971,806 In the table above, the total volume in cleared power related to commodity contracts was 337 Terawatt hours (TWh) and 632 TWh for the nine months ended September 30, 2022 and 2021, respectively. Resale and Repurchase Agreements Contracts Outstanding and Cleared The outstanding contract value of resale and repurchase agreements was $2.7 billion as of September 30, 2022 and the total number of resale and repurchase agreements contracts cleared was 4,835,371 for the nine months ended September 30, 2022. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | LEASES We have operating leases which are primarily real estate leases predominantly for our U.S. and European headquarters, data centers and for general office space. The following table provides supplemental balance sheet information related to Nasdaq's operating leases: Leases Balance Sheet Classification September 30, 2022 December 31, 2021 (in millions) Assets: Operating lease assets Operating lease assets $ 448 $ 366 Liabilities: Current lease liabilities Other current liabilities $ 54 $ 37 Non-current lease liabilities Operating lease liabilities 456 386 Total lease liabilities $ 510 $ 423 The following table summarizes Nasdaq's lease cost: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in millions) Operating lease cost $ 18 $ 21 $ 56 $ 63 Variable lease cost 8 7 24 21 Sublease income (1) (1) (3) (3) Total lease cost $ 25 $ 27 $ 77 $ 81 In the table above, operating lease costs include short-term lease cost, which was immaterial. The following table reconciles the undiscounted cash flows for ea ch of the first five years and total of the remaining years to the operating lease liabilities recorded in our Condensed Consolidated Balance Sheets. September 30, 2022 (in millions) Remainder of 2022 $ 18 2023 70 2024 68 2025 54 2026 50 2027+ 358 Total lease payments 618 Less: interest (108) Present value of lease liabilities $ 510 In the table above, interest is calculated using the interest rate for each lease. Present value of lease liabilities include the current portion of $54 million. Total lease payments in the table above exclude $46 million of legally binding minimum lease payments for leases signed but not yet commenced. The following table provides information related to Nasdaq's lease term and discount rate: September 30, 2022 Weighted-average remaining lease term (in years) 10.7 Weighted-average discount rate 3.5 % The following table provides supplemental cash flow information related to Nasdaq's operating leases: Nine Months Ended September 30, 2022 2021 (in millions) Cash paid for amounts included in the measurement of operating lease liabilities $ 47 $ 57 Lease assets obtained in exchange for operating lease liabilities $ 130 $ 47 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Income Tax Provision The following table presents our income tax provision and effective tax rate: Three Months Ended September 30, 2022 2021 (in millions) Income tax provision $ 88 $ 83 Effective tax rate 23.0 % 22.4 % Nine Months Ended September 30, 2022 2021 (in millions) Income tax provision $ 270 $ 292 Effective tax rate 23.4 % 23.9 % The higher effective tax rate for the three months ended September 30, 2022 was primarily due to return-to-provision adjustments recorded in 2021. The lower effective tax rate for the nine months ended September 30, 2022 was primarily due to the income tax effect on the geographic mix of earnings. The effective tax rate may vary from period to period depending on, among other factors, the geographic and business mix of earnings and losses. These same and other factors, including history of pre-tax earnings and losses, are taken into account in assessing the ability to realize deferred tax assets. President Biden signed into law the Inflation Reduction Act of 2022 on August 16, 2022. Nasdaq does not currently expect any material impact to our financial statements or our effective tax rate. Tax Audits Nasdaq and its eligible subsidiaries file a consolidated U.S. federal income tax return, applicable state and local income tax returns and non-U.S. income tax returns. We are subject to examination by federal, state and local, and foreign tax authorities. Our Federal income tax returns for the years 2018 through 2020 are subject to examination by the Internal Revenue Service. Several state tax returns are currently under examination by the respective tax authorities for the years 2012 through 2020. Non-U.S. tax returns are subject to examination by the respective tax authorities for the years 2016 through 2021. We regularly assess the likelihood of additional assessments by each jurisdiction and have established tax reserves that we believe are adequate in relation to the potential for additional assessments. Examination outcomes and the timing of examination settlements are subject to uncertainty. Although the results of such examinations may have an impact on our unrecognized tax benefits, we do not anticipate that such impact will be material to our condensed consolidated financial position or results of operations, but may be material to our operating results for a particular period and the effective tax rate for that period. We do not expect the settlement of any tax audits to be material in the next twelve months. |
Commitments, Contingencies and
Commitments, Contingencies and Guarantees | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Guarantees | COMMITMENTS, CONTINGENCIES AND GUARANTEES Guarantees Issued and Credit Facilities Available In addition to the default fund contributions and margin collateral pledged by clearing members discussed in Note 14, “Clearing Operations,” we have obtained financial guarantees and credit facilities, which are guaranteed by us through counter indemnities, to provide further liquidity related to our clearing businesses. Financial guarantees issued to us totaled $4 million as of September 30, 2022 and $5 million December 31, 2021. As discussed in “Other Credit Facilities,” of Note 8, “Debt Obligations,” we also have credit facilities primarily related to our Nasdaq Clearing operations, which are available in multiple currencies, and totaled $173 million as of September 30, 2022 and $212 million as of December 31, 2021 in available liquidity, none of which was utilized. Other Guarantees Through our clearing operations in the financial markets, Nasdaq Clearing is the legal counterparty for, and guarantees the performance of, its clearing members. See Note 14, “Clearing Operations,” for further discussion of Nasdaq Clearing performance guarantees. We have provided a guarantee related to lease obligations for The Nasdaq Entrepreneurial Center, Inc., which is a not-for-profit organization designed to convene, connect and engage aspiring and current entrepreneurs. This entity is not included in the condensed consolidated financial statements of Nasdaq. We believe that the potential for us to be required to make payments under these arrangements is unlikely. Accordingly, no contingent liability is recorded in the Condensed Consolidated Balance Sheets for the above guarantees. Routing Brokerage Activities One of our broker-dealer subsidiaries, Nasdaq Execution Services, provides a guarantee to securities clearinghouses and exchanges under its standard membership agreements, which require members to guarantee the performance of other members. If a member becomes unable to satisfy its obligations to a clearinghouse or exchange, other members would be required to meet its shortfalls. To mitigate these performance risks, the exchanges and clearinghouses often require members to post collateral, as well as meet certain minimum financial standards. Nasdaq Execution Services’ maximum potential liability under these arrangements cannot be quantified. However, we believe that the potential for Nasdaq Execution Services to be required to make payments under these arrangements is unlikely. Accordingly, no contingent liability is recorded in the Condensed Consolidated Balance Sheets for these arrangements. Legal and Regulatory Matters Armenian Stock Exchange Investigation As disclosed in our prior filings with the SEC, a former non-U.S. subsidiary of Nasdaq, NASDAQ OMX Armenia OJSC, operated the Armenian Stock Exchange and the Central Depository of Armenia, which are regulated by the Central Bank of Armenia under Armenian law. In accordance with the requirements of Armenian law, Mellat Bank SB CJSC, an Armenian entity that is designated under Executive Order 13382, was a market participant on the Armenian Stock Exchange and, as a result, paid participation and transaction fees to the Armenian Stock Exchange during the period from 2012-2014. In 2014, we voluntarily self-disclosed this matter to the U.S. Department of Treasury’s Office of Foreign Assets Control, or OFAC, and received authorization from OFAC to continue, if necessary, certain activities pertaining to Mellat Bank SB CJSC in Armenia in a limited manner. In 2015, Nasdaq sold a majority of its ownership of Nasdaq OMX Armenia OJSC, with the remaining minority interest sold in 2018. OFAC has been conducting an inquiry into the Armenian Stock Exchange matter described above and in our prior filings since 2016, and during the first quarter of 2021, we were advised that OFAC is considering a civil monetary penalty in connection with that matter. We are currently in discussions with OFAC. While we believe our decision to voluntarily self-report this issue and our continued cooperation with OFAC, along with the permit we received from OFAC in connection with our transactions involving the Armenian Stock Exchange, will be mitigating factors with respect to the matter, any monetary fines or restrictions may nonetheless be material to our financial results in the period in which they are imposed. We cannot currently predict when our discussions with OFAC will conclude or the amount of any potential penalties imposed. Accordingly, we are unable to reasonably estimate any potential loss or range of loss and we have not accrued for a loss contingency. CFTC Matter In June 2022, NASDAQ Futures, Inc. (“NFX”), a non-operational, wholly-owned subsidiary of Nasdaq, received a telephonic “Wells Notice” from the staff of the CFTC relating to certain alleged potential violations by NFX of provisions of the Commodity Exchange Act and CFTC rules thereunder during the period beginning July 2015 through October 2018. The Wells Notice informed NFX that the CFTC staff has made, subject to consideration of NFX’s response, a preliminary determination to recommend that the CFTC authorize an enforcement action against NFX in connection with its former futures exchange business. Nasdaq sold NFX’s futures exchange business to a third-party in November 2019, including the portfolio of open interest in NFX contracts. During 2020, all remaining open interest in NFX contracts was migrated to other exchanges and NFX ceased operation. NFX has submitted a response to the Wells Notice to contest the staff's position. A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. Accordingly, we are unable to reasonably estimate any potential loss or range of loss, and therefore, we have not accrued for a loss contingency. Nasdaq Commodities Clearing Default In December 2021, we recorded a charge related to an administrative fine issued by the SFSA associated with the default which occurred in 2018. The charge was included in regulatory expense in our Consolidated Statements of Income for the year ended December 31, 2021. See “Nasdaq Commodities Clearing Default,” of Note 14, “Clearing Operations,” for further information. Other Matters Except as disclosed above and in prior reports filed under the Exchange Act, we are not currently a party to any litigation or proceeding that we believe could have a material adverse effect on our business, consolidated financial condition, or operating results. However, from time to time, we have been threatened with, or named as a defendant in, lawsuits or involved in regulatory proceedings. In the normal course of business, Nasdaq discusses matters with its regulators raised during regulatory examinations or otherwise subject to their inquiries. Management believes that censures, fines, penalties or other sanctions that could result from any ongoing examinations or inquiries will not have a material impact on its consolidated financial position or results of operations. However, we are unable to predict the outcome or the timing of the ultimate resolution of these matters, or the potential fines, penalties or injunctive or other equitable relief, if any, that may result from these matters. Tax Audits We are engaged in ongoing discussions and audits with taxing authorities on various tax matters, the resolutions of which are uncertain. Currently, there are matters that may lead to assessments, some of which may not be resolved for several years. Based on currently available information, we believe we have adequately provided for any assessments that could result from those proceedings where it is more likely than not that we will be assessed. We review our positions on these matters as they progress. See “Tax Audits,” of Note 16, “Income Taxes,” for further discussion. |
Business Segments
Business Segments | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Business Segments | BUSINESS SEGMENTS We manage, operate and provide our products and services in four business segments: Market Technology, Investment Intelligence, Corporate Platforms and Market Services. See Note 1, “Organization and Nature of Operations,” for further discussion of our reportable segments. In September 2022, we announced that we will be evolving the structure of our reportable segments. Our current reportable segments will be organized into the following three segments: Market Platforms, Capital Access Platforms and Anti-Financial Crime, which aligns to our new divisional structure, and will take effect by the end of the fourth quarter of 2022. We intend to publish our fourth quarter and full year 2022 results, as well as all future reporting, in alignment with the new corporate structure. All periods presented will be restated to reflect the new structure. Our management allocates resources, assesses performance and manages our businesses as four separate segments. We evaluate the performance of our segments based on several factors, of which the primary financial measure is operating income. Results of individual businesses are presented based on our management accounting practices and structure. Our chief operating decision maker does not review total assets or statements of income below operating income by segments as key performance metrics; therefore, such information is not presented below. The following table presents certain information regarding our business segments for the three months ended September 30, 2022 and 2021: Three Months Ended September 30, 2022 2021 Market Technology (in millions) Total revenues $ 132 $ 114 Operating income 20 10 Investment Intelligence Total revenues 284 272 Operating income 183 177 Corporate Platforms Total revenues 168 155 Operating income 74 65 Market Services Total revenues 972 811 Transaction-based expenses (667) (519) Revenues less transaction-based expenses 305 292 Operating income 196 185 Corporate Items Total revenues 1 5 Operating loss (75) (81) Consolidated Total revenues $ 1,557 $ 1,357 Transaction-based expenses (667) (519) Revenues less transaction-based expenses $ 890 $ 838 Operating income $ 398 $ 356 The following table presents certain information regarding our business segments for the nine months ended September 30, 2022 and 2021: Nine Months Ended September 30, 2022 2021 Market Technology (in millions) Total revenues $ 387 $ 332 Operating income 41 26 Investment Intelligence Total revenues 851 787 Operating income 553 509 Corporate Platforms Total revenues 504 451 Operating income 225 187 Market Services Total revenues 2,892 2,813 Transaction-based expenses (1,969) (1,885) Revenues less transaction-based expenses 923 928 Operating income 590 608 Corporate Items Total revenues 10 36 Operating loss (194) (233) Consolidated Total revenues $ 4,644 $ 4,419 Transaction-based expenses (1,969) (1,885) Revenues less transaction-based expenses $ 2,675 $ 2,534 Operating income $ 1,215 $ 1,097 Certain amounts are allocated to corporate items in our management reports as we believe they do not contribute to a meaningful evaluation of a particular segment's ongoing operating performance. These items, which are presented in the table below, include the following: • Amortization expense of acquired intangible assets: We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations. As such, if intangible asset amortization is included in performance measures, it is more difficult to assess the day-to-day operating performance of the segments, and the relative operating performance of the segments between periods. Management does not consider intangible asset amortization expense for the purpose of evaluating the performance of our segments or their managers or when making decisions to allocate resources. Therefore, we believe performance measures excluding intangible asset amortization expense provide management with a useful representation of our segments' ongoing activity in each period. • Merger and strategic initiatives expense: We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years that have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third-party transaction costs. The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transaction. Management does not consider merger and strategic initiatives expense for the purpose of evaluating the performance of our segments or their managers or when making decisions to allocate resources. Therefore, we believe performance measures excluding merger and strategic initiatives expense provide management with a useful representation of our segments' ongoing activity in each period. • Restructuring charges: We initiated the transition of certain technology platforms to advance our strategic opportunities as a technology and analytics provider and continue the realignment of certain business areas. See Note 19, “Restructuring Charges,” for further discussion of our 2019 restructuring plan. We believe performance measures excluding restructuring charges provide management with a useful representation of our segments' ongoing activity in each period. • Revenues and expenses - divested/contributed businesses: For the nine months ended September 30, 2022 and for the three and nine months ended September 30, 2021 we have included the revenues and expenses related to our Nordic broker services business for which we completed the wind-down in June 2022. For the nine months ended September 30, 2021, we have included in corporate items the revenues and expenses of our U.S. Fixed Income business, which was previously included in our Market Services and Investment Intelligence results. See “2021 Divestiture,” of Note 4, “Acquisitions and Divestiture,” for further discussion of this divestiture. Additionally, other revenues related to a transitional services agreement associated with a divested business are included in corporate items. Also included are the revenues and expenses associated with the NPM business, which we contributed in July 2021 to a standalone, independent company, of which we own the largest minority interest together with a consortium of third-party financial institutions. Prior to July 2021, these revenues were previously included in our Corporate Platforms results. • Other items: We have included certain other charges or gains in corporate items, to the extent we believe they should be excluded when evaluating the ongoing operating performance of each individual segment. For the three and nine months ended September 30, 2022 other items include an accrual related to a legal matter. For the nine months ended September 30, 2022, and for the three and nine months ended September 30, 2021, other items primarily include a loss on extinguishment of debt. The above charges are recorded in general, administrative and other expense, unless otherwise noted, in our Condensed Consolidated Statements of Income. The following table summarizes our Corporate Items: Three Months Ended September 30, 2022 2021 (in millions) Revenues - divested/contributed businesses $ 1 $ 5 Expenses: Amortization expense of acquired intangible assets $ 38 $ 40 Merger and strategic initiatives expense 14 13 Extinguishment of debt — 33 Expenses - divested/contributed businesses 1 1 Other 23 (1) Total expenses 76 86 Operating loss $ (75) $ (81) Nine Months Ended September 30, 2022 2021 (in millions) Revenues - divested/contributed businesses $ 10 $ 36 Expenses: Amortization expense of acquired intangible assets 116 116 Merger and strategic initiatives expense 41 70 Restructuring charges — 31 Extinguishment of debt 16 33 Expenses - divested/contributed businesses 3 14 Other 28 5 Total expenses 204 269 Operating loss $ (194) $ (233) For further discussion of our segments’ results, see “Segment Operating Results,” of “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | RESTRUCTURING CHARGES In September 2019, we initiated the transition of certain technology platforms to advance the Company's strategic opportunities as a technology and analytics provider and continue the realignment of certain business areas. In connection with these restructuring efforts, we retired certain elements of our market infrastructure and technology product offerings as we implement NFF and other technologies internally and externally. This represented a fundamental shift in our strategy and technology as well as executive realignment. In June 2021, we completed our 2019 restructuring plan and recognized total pre-tax charges of $118 million over a two-year period. Total pre-tax charges related primarily to non-cash items such as asset impairments and accelerated depreciation, and third-party consulting costs. Severance and employee-related charges were also incurred. The following table presents a summary of the 2019 restructuring plan charges in the Condensed Consolidated Statements of Income for the nine months ended September 30, 2021 which primarily consisted of consulting services, asset impairment charges primarily related to capitalized software that was retired, and accelerated depreciation expense on certain assets as a result of a decrease in their useful life. Nine Months Ended September 30, 2021 (in millions) Asset impairment charges and accelerated depreciation expense $ 4 Consulting services 19 Severance and employee-related costs 1 Other 7 Total restructuring charges $ 31 |
Basis of Presentation and Pri_2
Basis of Presentation and Principles of Consolidation (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The condensed consolidated financial statements are prepared in accordance with U.S. GAAP and include the accounts of Nasdaq, its wholly-owned subsidiaries and other entities in which Nasdaq has a controlling financial interest. When we do not have a controlling interest in an entity, but exercise significant influence over the entity’s operating and financial policies, such investment is accounted for under the equity method of accounting. We recognize our share of earnings or losses of an equity method investee based on our ownership percentage. See “Equity Method Investments,” of Note 6, “Investments,” for further discussion of our equity method investments. |
Principles of Consolidation | The accompanying condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results. These adjustments are of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation. As permitted under U.S. GAAP, certain footnotes or other financial information can be condensed or omitted in the interim condensed consolidated financial statements. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in Nasdaq’s Form 10-K. The year-end condensed balance sheet data was derived from the audited financial statements, but does not include all disclosures required by U.S. GAAP. |
Reclassification | Certain prior year amounts have been reclassified to conform to the current year presentation. During the fourth quarter of 2021, we began adjusting the presentation of cash and cash equivalents held within default funds and margin deposits on the condensed consolidated statement of cash flows from operating activities, to present them as restricted cash and cash equivalents with the associated changes being included within cash flows from investing and financing activities. These balances cannot be used to satisfy operating or other liabilities. See Note 14, “Clearing Operations,” for further discussion of the default funds and margin deposits. Prior period amounts have also been adjusted to conform to current period presentation. This immaterial adjustment had no impact on our previously reported Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Income, or Condensed Consolidated Statements of Comprehensive Income. The table below presents a summary of the as reported and adjusted amounts relating to the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2021. |
Accounting Estimates | Accounting Estimates In preparing our condensed consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on our revenue, operating income and net income, as well as on the value of certain assets and liabilities in our condensed consolidated balance sheets. At least quarterly, we evaluate our assumptions, judgments and estimates, and make changes as deemed necessary. |
Stock Split Effected in the Form of a Stock Dividend | Stock Split Effected in the Form of a Stock Dividend On August 26, 2022 we effected a 3-for-1 stock split of the Company's common stock in the form of a stock dividend to shareholders of record as of August 12, 2022. The par value per share of our common stock remains $0.01 per share. All references made with respect to a number of shares or per share amounts throughout this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the stock split. |
Basis of Presentation and Pri_3
Basis of Presentation and Principles of Consolidation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Change in Presentation of Cash and Cash Equivalents Held Within Default Funds and Margin Deposits | Nine Months Ended As Reported Adjustment Adjusted (in millions) Net cash provided by operating activities $ 699 $ — $ 699 Net cash used in investing activities (2,440) (92) (2,532) Net cash used in financing activities (701) 489 (212) Effect of exchange rate changes on cash, cash equivalents, restricted cash and cash equivalents (8) (178) (186) Net decrease in cash, cash equivalents, restricted cash and cash equivalents (2,450) 219 (2,231) Cash, cash equivalents, restricted cash and cash equivalents at beginning of period 2,782 3,197 5,979 Cash, cash equivalents, restricted cash and cash equivalents at end of period $ 332 $ 3,416 $ 3,748 Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents Cash and cash equivalents $ 303 $ — $ 303 Restricted cash and cash equivalents 29 — 29 Restricted cash and cash equivalents (default funds and margin deposits) — 3,416 3,416 Total $ 332 $ 3,416 $ 3,748 |
Revenue From Contracts With C_2
Revenue From Contracts With Customers (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables summarize the disaggregation of revenue by major product and service and by segment for the three and nine months ended September 30, 2022 and 2021: Three Months Ended 2022 2021 (in millions) Market Technology Anti Financial Crime Technology $ 77 $ 62 Market Infrastructure Technology 55 52 Investment Intelligence Market data 104 102 Index 125 119 Analytics 55 51 Corporate Platforms Listing services 105 99 IR & ESG Services 63 56 Market Services Transaction-based trading and clearing, net 219 214 Trade management services 86 78 Other revenues 1 5 Revenues less transaction-based expenses $ 890 $ 838 Substantially all revenues from the Market Technology, Investment Intelligence and Corporate Platforms segments were recognized over time for the three months ended September 30, 2022 and 2021. For the three months ended September 30, 2022 and 2021 approximately 67.6% and 69.0%, respectively, of Market Services revenues were recognized at a point in time and 32.4% and 31.0%, respectively, were recognized over time. Nine Months Ended 2022 2021 (in millions) Market Technology Anti Financial Crime Technology $ 224 $ 163 Market Infrastructure Technology 163 169 Investment Intelligence Market data 318 310 Index 370 328 Analytics 163 149 Corporate Platforms Listing services 320 282 IR & ESG Services 184 169 Market Services Transaction-based trading and clearing, net 674 696 Trade management services 249 232 Other revenues 10 36 Revenues less transaction-based expenses $ 2,675 $ 2,534 |
Remaining Performance Obligation | The following table summarizes the amount of the transaction price allocated to performance obligations that are unsatisfied, for contract durations greater than one year, as of September 30, 2022: Market Technology Analytics IR & ESG Services Total (in millions) Remainder of 2022 $ 139 $ 18 $ 18 $ 175 2023 510 60 56 626 2024 269 34 25 328 2025 154 13 5 172 2026 87 7 — 94 2027+ 135 6 — 141 Total $ 1,294 $ 138 $ 104 $ 1,536 |
Acquisitions and Divestiture (T
Acquisitions and Divestiture (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions by Acquisition | (in millions) Goodwill $ 1,882 Acquired Intangible Assets 815 Total Net Liabilities Acquired (46) Purchase Consideration $ 2,651 |
Acquired Finite Lived Intangible Assets in Acquisition | The following table presents the details of acquired intangible assets for Verafin at the date of acquisition. Acquired intangible assets with finite lives are amortized using the straight-line method. Customer Relationships Technology Trade Name Total Acquired Intangible Assets Intangible asset value (in millions) $ 532 $ 246 $ 37 $ 815 Discount rate used 7.5 % 7.5 % 7.5 % Estimated average useful life 22 years 7 years 20 years |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table presents the changes in goodwill by business segment during the nine months ended September 30, 2022: (in millions) Market Technology Balance at December 31, 2021 $ 2,171 Foreign currency translation adjustments (49) Balance at September 30, 2022 $ 2,122 Investment Intelligence Balance at December 31, 2021 $ 2,428 Foreign currency translation adjustments (172) Balance at September 30, 2022 $ 2,256 Corporate Platforms Balance at December 31, 2021 $ 469 Goodwill acquired 40 Foreign currency translation adjustments (38) Balance at September 30, 2022 $ 471 Market Services Balance at December 31, 2021 $ 3,365 Foreign currency translation adjustments (268) Balance at September 30, 2022 $ 3,097 Total Balance at December 31, 2021 $ 8,433 Goodwill acquired 40 Foreign currency translation adjustments (527) Balance at September 30, 2022 $ 7,946 |
Schedule of Acquired Finite-Lived Intangible Assets | The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived: September 30, 2022 December 31, 2021 Finite-Lived Intangible Assets (in millions) Gross Amount Technology $ 305 $ 295 Customer relationships 2,007 2,050 Trade names and other 60 60 Foreign currency translation adjustment (241) (143) Total gross amount $ 2,131 $ 2,262 Accumulated Amortization Technology $ (87) $ (54) Customer relationships (753) (711) Trade names and other (15) (11) Foreign currency translation adjustment 134 81 Total accumulated amortization $ (721) $ (695) Net Amount Technology $ 218 $ 241 Customer relationships 1,254 1,339 Trade names and other 45 49 Foreign currency translation adjustment (107) (62) Total finite-lived intangible assets $ 1,410 $ 1,567 Indefinite-Lived Intangible Assets Exchange and clearing registrations $ 1,257 $ 1,257 Trade names 121 121 Licenses 52 52 Foreign currency translation adjustment (257) (184) Total indefinite-lived intangible assets $ 1,173 $ 1,246 Total intangible assets, net $ 2,583 $ 2,813 |
Schedule of Acquired Indefinite-lived Intangible Assets | The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived: September 30, 2022 December 31, 2021 Finite-Lived Intangible Assets (in millions) Gross Amount Technology $ 305 $ 295 Customer relationships 2,007 2,050 Trade names and other 60 60 Foreign currency translation adjustment (241) (143) Total gross amount $ 2,131 $ 2,262 Accumulated Amortization Technology $ (87) $ (54) Customer relationships (753) (711) Trade names and other (15) (11) Foreign currency translation adjustment 134 81 Total accumulated amortization $ (721) $ (695) Net Amount Technology $ 218 $ 241 Customer relationships 1,254 1,339 Trade names and other 45 49 Foreign currency translation adjustment (107) (62) Total finite-lived intangible assets $ 1,410 $ 1,567 Indefinite-Lived Intangible Assets Exchange and clearing registrations $ 1,257 $ 1,257 Trade names 121 121 Licenses 52 52 Foreign currency translation adjustment (257) (184) Total indefinite-lived intangible assets $ 1,173 $ 1,246 Total intangible assets, net $ 2,583 $ 2,813 |
Finite-lived Intangible Assets Amortization Expense | The following table presents our amortization expense for acquired finite-lived intangible assets: Three Months Ended 2022 2021 (in millions) Amortization expense $ 38 $ 40 Nine Months Ended 2022 2021 (in millions) Amortization expense $ 116 $ 116 |
Schedule of Estimated Future Amortization Expense | The table below presents the estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $107 million as of September 30, 2022) of acquired finite-lived intangible assets as of September 30, 2022: (in millions) Remainder of 2022 $ 40 2023 159 2024 153 2025 151 2026 148 2027+ 866 Total $ 1,517 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investments | The following table presents the details of our investments: September 30, 2022 December 31, 2021 (in millions) Financial investments $ 129 $ 208 Equity method investments $ 384 $ 363 Equity securities $ 75 $ 67 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Changes in Deferred Revenue | The changes in our deferred revenue during the nine months ended September 30, 2022 are reflected in the following table: Balance at December 31, 2021 Additions Revenue Recognized Adjustments Balance at September 30, 2022 (in millions) Market Technology $ 117 $ 100 $ (102) $ (6) $ 109 Investment Intelligence 106 92 (90) — 108 Corporate Platforms: Initial Listing 145 24 (41) (4) 124 Annual Listings 2 91 (1) (2) 90 IR & ESG Services 57 56 (49) (2) 62 Other 21 7 (7) (4) 17 Total $ 448 $ 370 $ (290) $ (18) $ 510 In the above table: • Additions primarily reflect deferred revenue billed in the current period, net of recognition. • Revenue recognized includes revenue recognized during the current period that was included in the beginning balance. • Adjustments reflect foreign currency translation adjustments. |
Estimated Deferred Revenue | As of September 30, 2022, we estimate that our deferred revenue will be recognized in the following years: Fiscal year ended: 2022 2023 2024 2025 2026 2027+ Total (in millions) Market Technology $ 54 $ 54 $ 1 $ — $ — $ — $ 109 Investment Intelligence 49 59 — — — — 108 Corporate Platforms: Initial Listings 11 39 29 20 16 9 124 Annual Listings 90 — — — — — 90 IR & ESG Services 32 30 — — — — 62 Other 3 6 5 3 — — 17 Total $ 239 $ 188 $ 35 $ 23 $ 16 $ 9 $ 510 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Changes in Debt Obligations | The following table presents the changes in the carrying amount of our debt obligations during the nine months ended September 30, 2022: December 31, 2021 Additions Payments, Foreign Currency Translation and Accretion September 30, 2022 (in millions) Short-term debt: Commercial paper $ 420 $ 2,898 $ (3,119) $ 199 2022 Notes 598 — 2 600 2024 Notes 499 — (499) — Total short-term debt $ 1,517 $ 2,898 $ (3,616) $ 799 Long-term debt - senior unsecured notes: 2026 Notes 498 — — 498 2029 Notes 676 — (93) 583 2030 Notes 676 — (93) 583 2050 Notes 486 — — 486 2031 Notes 643 — 1 644 2040 Notes 644 — — 644 2033 Notes 694 — (97) 597 2052 Notes — 541 — 541 2020 Credit Facility (4) — 1 (3) Total long-term debt $ 4,313 $ 541 $ (281) $ 4,573 Total debt obligations $ 5,830 $ 3,439 $ (3,897) $ 5,372 In the table above, the 2024 Notes were reclassified to short-term debt as of March 31, 2022. The long-term debt senior unsecured notes in the table above, and discussion below, are listed based on their issuance date. |
Retirement Plans (Tables)
Retirement Plans (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Costs of Retirement Plans | Savings plan expense for the three and nine months ended September 30, 2022 and 2021, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in millions) Savings Plan expense $ 4 $ 3 $ 13 $ 11 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in millions) Retirement Plans expense $ 6 $ 7 $ 18 $ 20 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Share-Based Compensation Expense | The following table presents the total share-based compensation expense resulting from equity awards and the 15.0% discount for the ESPP for the three and nine months ended September 30, 2022 and 2021, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in millions) Share-based compensation expense before income taxes $ 26 $ 23 $ 76 $ 66 |
Summary of Restricted Stock Activity | The following table summarizes our restricted stock activity for the nine months ended September 30, 2022: Restricted Stock Number of Awards Weighted-Average Grant Date Fair Value Unvested at January 1, 2022 4,399,020 $ 35.39 Granted 1,660,389 57.34 Vested (1,440,663) 30.29 Forfeited (221,049) 41.75 Unvested at September 30, 2022 4,397,697 $ 45.02 |
Summary of Valuation Assumptions | The following weighted-average assumptions were used to determine the weighted-average fair values of the PSU awards granted under the three-year PSU program for the nine months ended September 30, 2022 and 2021: Nine Months Ended September 30, 2022 2021 Weighted-average risk free interest rate 2.55 % 0.31 % Expected volatility 30.33 % 30.11 % Weighted-average grant date share price $ 60.64 $ 50.28 Weighted-average fair value at grant date $ 63.50 $ 68.72 In the table above, the risk-free interest rate for periods within the expected life of the award is based on the U.S. Treasury yield curve in effect at the time of grant; and we use historic volatility for PSU awards issued under the three-year PSU program, as implied volatility data could not be obtained for all the companies in the peer groups used for relative performance measurement within the program. |
Summary of PSU Activity | The following table summarizes our PSU activity for the nine months ended September 30, 2022: PSUs One-Year Program Three-Year Program Number of Awards Weighted-Average Grant Date Fair Value Number of Awards Weighted-Average Grant Date Fair Value Unvested at January 1, 2022 149,202 $ 28.01 2,292,372 $ 45.01 Granted — — 1,471,092 45.29 Vested (7,044) 28.06 (1,735,842) 32.57 Forfeited (2,670) 28.06 (71,376) 50.21 Unvested at September 30, 2022 139,488 $ 28.01 1,956,246 $ 56.08 |
Summary of Stock Option Activity | A summary of stock option activity for the nine months ended September 30, 2022 is as follows: Number of Stock Options Weighted-Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Outstanding at December 31, 2021 806,451 $ 22.23 5.0 $ 39 Granted 613,872 67.49 Outstanding at September 30, 2022 1,420,323 $ 41.79 6.4 $ 28 Exercisable at September 30, 2022 806,451 $ 22.23 4.3 $ 28 |
Nasdaq Stockholders_ Equity (Ta
Nasdaq Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Common Stock in Treasury | The following is a summary of our share repurchase activity, excluding the repurchases done through our ASR agreement described below, reported based on settlement date, for the nine months ended September 30, 2022: Nine Months Ended September 30, 2022 Number of shares of common stock repurchased 5,465,595 Average price paid per share $ 56.26 Total purchase price (in millions) $ 308 In the table above, the number of shares of common stock repurchased excludes an aggregate of 1,262,603 shares withheld upon the vesting of restricted stock and PSUs for the nine months ended September 30, 2022. |
Schedule of Dividends Declared | During the nine months ended September 30, 2022, our board of directors declared and paid the following cash dividends: Declaration Date Dividend Per Record Date Total Amount Paid Payment Date (in millions) January 26, 2022 $ 0.18 March 11, 2022 $ 88 March 25, 2022 April 20, 2022 0.20 June 10, 2022 98 June 24, 2022 July 19, 2022 0.20 September 16, 2022 99 September 30, 2022 $ 285 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended September 30, 2022 2021 Numerator: (in millions, except share and per share amounts) Net income attributable to common shareholders $ 294 $ 288 Denominator: Weighted-average common shares outstanding for basic earnings per share 491,228,889 503,077,107 Weighted-average effect of dilutive securities: Employee equity awards 5,110,197 7,462,926 Weighted-average common shares outstanding for diluted earnings per share 496,339,086 510,540,033 Basic and diluted earnings per share: Basic earnings per share $ 0.60 $ 0.57 Diluted earnings per share $ 0.59 $ 0.56 Nine Months Ended September 30, 2022 2021 Numerator: (in millions, except share and per share amounts) Net income attributable to common shareholders $ 884 $ 928 Denominator: Weighted-average common shares outstanding for basic earnings per share 492,803,274 496,520,577 Weighted-average effect of dilutive securities: Employee equity awards 5,351,675 7,222,452 Weighted-average common shares outstanding for diluted earnings per share 498,154,949 503,743,029 Basic and diluted earnings per share: Basic earnings per share $ 1.79 $ 1.87 Diluted earnings per share $ 1.77 $ 1.84 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets Measured at Fair Value on Recurring Basis | The following tables present our financial assets and financial liabilities that were measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021. September 30, 2022 Total Level 1 Level 2 Level 3 (in millions) European government debt securities $ 103 $ 103 $ — $ — Corporate debt securities 7 — 7 — Swedish mortgage bonds 19 — 19 — Total assets at fair value $ 129 $ 103 $ 26 $ — December 31, 2021 Total Level 1 Level 2 Level 3 (in millions) European government debt securities $ 144 $ 144 $ — $ — Corporate debt securities 20 — 20 — State-owned enterprises and municipal securities 11 — 11 — Swedish mortgage bonds 21 — 21 — Time deposits 12 — 12 — Total assets at fair value $ 208 $ 144 $ 64 $ — |
Clearing Operations (Tables)
Clearing Operations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Due to and from Broker-Dealers and Clearing Organizations [Abstract] | |
Schedule of Clearing Member Default Fund Contributions | As of September 30, 2022, clearing member default fund contributions and margin deposits were as follows: September 30, 2022 Cash Contributions Non-Cash Contributions Total Contributions (in millions) Default fund contributions $ 1,149 $ 108 $ 1,257 Margin deposits 8,358 8,807 17,165 Total $ 9,507 $ 8,915 $ 18,422 Nasdaq Clearing has invested the total cash contributions of $9,507 million as of September 30, 2022 and $5,911 million as of December 31, 2021, in accordance with its investment policy as follows: September 30, 2022 December 31, 2021 (in millions) Demand deposits $ 7,944 $ 3,061 Central bank certificates 938 2,013 Restricted cash and cash equivalents $ 8,882 $ 5,074 European government debt securities 360 414 Reverse repurchase agreements 99 152 Multilateral development bank debt securities 166 271 Investments $ 625 $ 837 Total $ 9,507 $ 5,911 |
Schedule of Derivative Contracts Outstanding | The following table presents the market value of derivative contracts outstanding prior to netting: September 30, 2022 (in millions) Commodity and seafood options, futures and forwards $ 1,217 Fixed-income options and futures 2,209 Stock options and futures 227 Index options and futures 74 Total $ 3,727 In the table above: • 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. • We determined the fair value of our futures contracts based upon quoted market prices and average quoted market yields. • We determined the fair value of our forward contracts using standard valuation models that were based on market-based observable inputs including benchmark rates and the spot price of the underlying instrument. |
Schedule of Derivative Contracts Cleared | The following table presents the total number of derivative contracts cleared through Nasdaq Clearing for the nine months ended September 30, 2022 and 2021: Nine Months Ended September 30, 2022 2021 Commodity and seafood options, futures and forwards 249,227 432,188 Fixed-income options and futures 17,233,036 17,010,664 Stock options and futures 13,737,846 15,217,832 Index options and futures 34,191,390 27,311,122 Total 65,411,499 59,971,806 In the table above, the total volume in cleared power related to commodity contracts was 337 Terawatt hours (TWh) and 632 TWh for the nine months ended September 30, 2022 and 2021, respectively. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Balance Sheet Information | The following table provides supplemental balance sheet information related to Nasdaq's operating leases: Leases Balance Sheet Classification September 30, 2022 December 31, 2021 (in millions) Assets: Operating lease assets Operating lease assets $ 448 $ 366 Liabilities: Current lease liabilities Other current liabilities $ 54 $ 37 Non-current lease liabilities Operating lease liabilities 456 386 Total lease liabilities $ 510 $ 423 |
Lease Cost, Lease Term and Discount Rate | The following table summarizes Nasdaq's lease cost: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in millions) Operating lease cost $ 18 $ 21 $ 56 $ 63 Variable lease cost 8 7 24 21 Sublease income (1) (1) (3) (3) Total lease cost $ 25 $ 27 $ 77 $ 81 In the table above, operating lease costs include short-term lease cost, which was immaterial. The following table provides information related to Nasdaq's lease term and discount rate: September 30, 2022 Weighted-average remaining lease term (in years) 10.7 Weighted-average discount rate 3.5 % The following table provides supplemental cash flow information related to Nasdaq's operating leases: Nine Months Ended September 30, 2022 2021 (in millions) Cash paid for amounts included in the measurement of operating lease liabilities $ 47 $ 57 Lease assets obtained in exchange for operating lease liabilities $ 130 $ 47 |
Schedule of Operating Lease Liabilities | The following table reconciles the undiscounted cash flows for ea ch of the first five years and total of the remaining years to the operating lease liabilities recorded in our Condensed Consolidated Balance Sheets. September 30, 2022 (in millions) Remainder of 2022 $ 18 2023 70 2024 68 2025 54 2026 50 2027+ 358 Total lease payments 618 Less: interest (108) Present value of lease liabilities $ 510 In the table above, interest is calculated using the interest rate for each lease. Present value of lease liabilities include the current portion of $54 million. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision and Effective Tax Rate | The following table presents our income tax provision and effective tax rate: Three Months Ended September 30, 2022 2021 (in millions) Income tax provision $ 88 $ 83 Effective tax rate 23.0 % 22.4 % Nine Months Ended September 30, 2022 2021 (in millions) Income tax provision $ 270 $ 292 Effective tax rate 23.4 % 23.9 % |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Operating Segments | The following table presents certain information regarding our business segments for the three months ended September 30, 2022 and 2021: Three Months Ended September 30, 2022 2021 Market Technology (in millions) Total revenues $ 132 $ 114 Operating income 20 10 Investment Intelligence Total revenues 284 272 Operating income 183 177 Corporate Platforms Total revenues 168 155 Operating income 74 65 Market Services Total revenues 972 811 Transaction-based expenses (667) (519) Revenues less transaction-based expenses 305 292 Operating income 196 185 Corporate Items Total revenues 1 5 Operating loss (75) (81) Consolidated Total revenues $ 1,557 $ 1,357 Transaction-based expenses (667) (519) Revenues less transaction-based expenses $ 890 $ 838 Operating income $ 398 $ 356 The following table presents certain information regarding our business segments for the nine months ended September 30, 2022 and 2021: Nine Months Ended September 30, 2022 2021 Market Technology (in millions) Total revenues $ 387 $ 332 Operating income 41 26 Investment Intelligence Total revenues 851 787 Operating income 553 509 Corporate Platforms Total revenues 504 451 Operating income 225 187 Market Services Total revenues 2,892 2,813 Transaction-based expenses (1,969) (1,885) Revenues less transaction-based expenses 923 928 Operating income 590 608 Corporate Items Total revenues 10 36 Operating loss (194) (233) Consolidated Total revenues $ 4,644 $ 4,419 Transaction-based expenses (1,969) (1,885) Revenues less transaction-based expenses $ 2,675 $ 2,534 Operating income $ 1,215 $ 1,097 Certain amounts are allocated to corporate items in our management reports as we believe they do not contribute to a meaningful evaluation of a particular segment's ongoing operating performance. These items, which are presented in the table below, include the following: • Amortization expense of acquired intangible assets: We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations. As such, if intangible asset amortization is included in performance measures, it is more difficult to assess the day-to-day operating performance of the segments, and the relative operating performance of the segments between periods. Management does not consider intangible asset amortization expense for the purpose of evaluating the performance of our segments or their managers or when making decisions to allocate resources. Therefore, we believe performance measures excluding intangible asset amortization expense provide management with a useful representation of our segments' ongoing activity in each period. • Merger and strategic initiatives expense: We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years that have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third-party transaction costs. The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transaction. Management does not consider merger and strategic initiatives expense for the purpose of evaluating the performance of our segments or their managers or when making decisions to allocate resources. Therefore, we believe performance measures excluding merger and strategic initiatives expense provide management with a useful representation of our segments' ongoing activity in each period. • Restructuring charges: We initiated the transition of certain technology platforms to advance our strategic opportunities as a technology and analytics provider and continue the realignment of certain business areas. See Note 19, “Restructuring Charges,” for further discussion of our 2019 restructuring plan. We believe performance measures excluding restructuring charges provide management with a useful representation of our segments' ongoing activity in each period. • Revenues and expenses - divested/contributed businesses: For the nine months ended September 30, 2022 and for the three and nine months ended September 30, 2021 we have included the revenues and expenses related to our Nordic broker services business for which we completed the wind-down in June 2022. For the nine months ended September 30, 2021, we have included in corporate items the revenues and expenses of our U.S. Fixed Income business, which was previously included in our Market Services and Investment Intelligence results. See “2021 Divestiture,” of Note 4, “Acquisitions and Divestiture,” for further discussion of this divestiture. Additionally, other revenues related to a transitional services agreement associated with a divested business are included in corporate items. Also included are the revenues and expenses associated with the NPM business, which we contributed in July 2021 to a standalone, independent company, of which we own the largest minority interest together with a consortium of third-party financial institutions. Prior to July 2021, these revenues were previously included in our Corporate Platforms results. • Other items: We have included certain other charges or gains in corporate items, to the extent we believe they should be excluded when evaluating the ongoing operating performance of each individual segment. For the three and nine months ended September 30, 2022 other items include an accrual related to a legal matter. For the nine months ended September 30, 2022, and for the three and nine months ended September 30, 2021, other items primarily include a loss on extinguishment of debt. |
Schedule of Corporate Items | The following table summarizes our Corporate Items: Three Months Ended September 30, 2022 2021 (in millions) Revenues - divested/contributed businesses $ 1 $ 5 Expenses: Amortization expense of acquired intangible assets $ 38 $ 40 Merger and strategic initiatives expense 14 13 Extinguishment of debt — 33 Expenses - divested/contributed businesses 1 1 Other 23 (1) Total expenses 76 86 Operating loss $ (75) $ (81) Nine Months Ended September 30, 2022 2021 (in millions) Revenues - divested/contributed businesses $ 10 $ 36 Expenses: Amortization expense of acquired intangible assets 116 116 Merger and strategic initiatives expense 41 70 Restructuring charges — 31 Extinguishment of debt 16 33 Expenses - divested/contributed businesses 3 14 Other 28 5 Total expenses 204 269 Operating loss $ (194) $ (233) |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Charges | The following table presents a summary of the 2019 restructuring plan charges in the Condensed Consolidated Statements of Income for the nine months ended September 30, 2021 which primarily consisted of consulting services, asset impairment charges primarily related to capitalized software that was retired, and accelerated depreciation expense on certain assets as a result of a decrease in their useful life. Nine Months Ended September 30, 2021 (in millions) Asset impairment charges and accelerated depreciation expense $ 4 Consulting services 19 Severance and employee-related costs 1 Other 7 Total restructuring charges $ 31 |
Organization and Nature of Op_2
Organization and Nature of Operations - Narrative (Details) $ in Billions | 9 Months Ended |
Sep. 30, 2022 USD ($) market exchangeTradedProduct company segment corporateBond exchange country | |
Organization And Basis Of Presentation [Line Items] | |
Number of operating segments (in segments) | segment | 4 |
Number of corporate bonds listed (in corporate bonds) | corporateBond | 103 |
Number of independent exchange markets (in markets) | market | 3 |
UNITED STATES | |
Organization And Basis Of Presentation [Line Items] | |
Number of options exchanges (in exchanges) | exchange | 6 |
Number of cash equity exchanges (in exchanges) | exchange | 3 |
Investment Intelligence | |
Organization And Basis Of Presentation [Line Items] | |
Number of exchange traded products licensed to Nasdaq's Indexes (in exchange traded products) | exchangeTradedProduct | 374 |
Number of equity exchanges (in exchanges) | country | 26 |
Number of countries services are provided (in countries) | country | 20 |
Assets management value | $ | $ 311 |
Corporate Platforms | UNITED STATES | |
Organization And Basis Of Presentation [Line Items] | |
Total number of listings on The Nasdaq Stock Market (in companies) | company | 4,296 |
ETPs and other listings listed on Nasdaq Stock Market (in companies) | company | 501 |
Approximate combined market capitalization | $ | $ 19,300 |
Corporate Platforms | Europe | |
Organization And Basis Of Presentation [Line Items] | |
Approximate combined market capitalization | $ | $ 1,500 |
Total number of listed companies within Nordic and Baltic exchanges (in companies) | company | 1,253 |
Basis of Presentation and Pri_4
Basis of Presentation and Principles of Consolidation (Change in Presentation of Cash and Cash Equivalents Held Within Default Funds and Margin Deposits) (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net cash provided by operating activities | $ 1,212 | $ 699 | |
Net cash used in investing activities | (25) | (2,532) | |
Net cash used in financing activities | 4,275 | (212) | |
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | (1,724) | (186) | |
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents | 3,738 | (2,231) | |
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period | 5,496 | 5,979 | |
Cash and cash equivalents, restricted cash and cash equivalents at end of period | 9,234 | 3,748 | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | |||
Cash and cash equivalents | 301 | 303 | $ 393 |
Restricted cash and cash equivalents | 51 | 29 | 29 |
Restricted cash and cash equivalents (Default funds and margin deposits) | 9,507 | 5,911 | |
Total | $ 9,234 | 3,748 | $ 5,496 |
Default Funds and Margin Deposits | |||
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | |||
Restricted cash and cash equivalents (Default funds and margin deposits) | 3,416 | ||
As Reported | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net cash provided by operating activities | 699 | ||
Net cash used in investing activities | (2,440) | ||
Net cash used in financing activities | (701) | ||
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | (8) | ||
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents | (2,450) | ||
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period | 2,782 | ||
Cash and cash equivalents, restricted cash and cash equivalents at end of period | 332 | ||
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | |||
Cash and cash equivalents | 303 | ||
Restricted cash and cash equivalents | 29 | ||
Total | 332 | ||
As Reported | Default Funds and Margin Deposits | |||
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | |||
Restricted cash and cash equivalents (Default funds and margin deposits) | 0 | ||
Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net cash provided by operating activities | 0 | ||
Net cash used in investing activities | (92) | ||
Net cash used in financing activities | 489 | ||
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | (178) | ||
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents | 219 | ||
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period | 3,197 | ||
Cash and cash equivalents, restricted cash and cash equivalents at end of period | 3,416 | ||
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | |||
Cash and cash equivalents | 0 | ||
Restricted cash and cash equivalents | 0 | ||
Total | 3,416 | ||
Adjustment | Default Funds and Margin Deposits | |||
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | |||
Restricted cash and cash equivalents (Default funds and margin deposits) | $ 3,416 |
Basis of Presentation and Pri_5
Basis of Presentation and Principles of Consolidation - Narrative (Details) | Aug. 26, 2022 $ / shares | Sep. 30, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Accounting Policies [Abstract] | |||
Stock split conversion ratio | 3 | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Revenue From Contracts With C_3
Revenue From Contracts With Customers (Revenue by Product, Service and Segment) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | $ 890 | $ 838 | $ 2,675 | $ 2,534 |
Operating Segments | Market Technology | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 132 | 114 | 387 | 332 |
Operating Segments | Investment Intelligence | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 284 | 272 | 851 | 787 |
Operating Segments | Corporate Platforms | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 168 | 155 | 504 | 451 |
Operating Segments | Market Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 305 | 292 | 923 | 928 |
Operating Segments | Anti Financial Crime Technology | Market Technology | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 77 | 62 | 224 | 163 |
Operating Segments | Market Infrastructure Technology | Market Technology | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 55 | 52 | 163 | 169 |
Operating Segments | Market data | Investment Intelligence | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 104 | 102 | 318 | 310 |
Operating Segments | Index | Investment Intelligence | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 125 | 119 | 370 | 328 |
Operating Segments | Analytics | Investment Intelligence | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 55 | 51 | 163 | 149 |
Operating Segments | Listing services | Corporate Platforms | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 105 | 99 | 320 | 282 |
Operating Segments | IR & ESG Services | Corporate Platforms | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 63 | 56 | 184 | 169 |
Operating Segments | Transaction-based trading and clearing, net | Market Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 219 | 214 | 674 | 696 |
Operating Segments | Trade management services | Market Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 86 | 78 | 249 | 232 |
Segment Reconciling Items | Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | $ 1 | $ 5 | $ 10 | $ 36 |
Revenue From Contracts With C_4
Revenue From Contracts With Customers (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Allowance for doubtful accounts | $ 13 | $ 13 | $ 17 | ||
Market Services | Services transferred at a point in time | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Revenue recognized (percentage) | 67.60% | 69% | 68.90% | 70.90% | |
Market Services | Services transferred over time | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Revenue recognized (percentage) | 32.40% | 31% | 31.10% | 29.10% |
Revenue From Contracts With C_5
Revenue From Contracts With Customers (Remaining Performance Obligation) (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 1,536 |
Analytics | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 138 |
IR & ESG Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 104 |
Minimum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 3 months |
Maximum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 3 years |
Market Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 1,294 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 3 months |
Revenue, remaining performance obligation | $ 175 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | Analytics | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 3 months |
Revenue, remaining performance obligation | $ 18 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | IR & ESG Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 3 months |
Revenue, remaining performance obligation | $ 18 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | Market Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 3 months |
Revenue, remaining performance obligation | $ 139 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, remaining performance obligation | $ 626 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Analytics | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, remaining performance obligation | $ 60 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | IR & ESG Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, remaining performance obligation | $ 56 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Market Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, remaining performance obligation | $ 510 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, remaining performance obligation | $ 328 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Analytics | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, remaining performance obligation | $ 34 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | IR & ESG Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, remaining performance obligation | $ 25 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Market Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, remaining performance obligation | $ 269 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, remaining performance obligation | $ 172 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Analytics | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, remaining performance obligation | $ 13 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | IR & ESG Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, remaining performance obligation | $ 5 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Market Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, remaining performance obligation | $ 154 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, remaining performance obligation | $ 94 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Analytics | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, remaining performance obligation | $ 7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | IR & ESG Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, remaining performance obligation | $ 0 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Market Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Revenue, remaining performance obligation | $ 87 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | |
Revenue, remaining performance obligation | $ 141 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Analytics | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | |
Revenue, remaining performance obligation | $ 6 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | IR & ESG Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | |
Revenue, remaining performance obligation | $ 0 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Market Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | |
Revenue, remaining performance obligation | $ 135 |
Acquisitions and Divestiture (2
Acquisitions and Divestiture (2021 Divestiture) (Details) $ in Millions | 1 Months Ended |
Jun. 30, 2021 USD ($) shares | |
eSpeed | Common stock | |
Business Acquisition [Line Items] | |
Contingent future issuance of common stock (in shares) | shares | 6,200,000 |
Discontinued Operations, Disposed of by Sale | U.S. Fixed Income business | |
Business Acquisition [Line Items] | |
Gain on disposition of business, before taxes | $ | $ 84 |
Acquisitions and Divestiture _2
Acquisitions and Divestiture (2021 Acquisition) (Details) - Verafin - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Feb. 28, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Purchase consideration | $ 2,750 | |
Pre-paid employment expense | $ 102 | |
Pre-paid employment expense, vesting period | 3 years | |
Measurement period adjustment | $ 9 | |
Customer Relationships | ||
Business Acquisition [Line Items] | ||
Amortization period of intangible assets for tax purposes | 20 years | |
Estimated average useful life | 22 years | |
Technology | ||
Business Acquisition [Line Items] | ||
Estimated average useful life | 7 years | |
Trade Name | ||
Business Acquisition [Line Items] | ||
Estimated average useful life | 20 years |
Acquisitions and Divestiture (A
Acquisitions and Divestiture (Acquisition of Verafin) (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | Feb. 28, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 7,946 | $ 8,433 | |
Verafin | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 1,882 | ||
Acquired Intangible Assets | 815 | ||
Total Net Liabilities Acquired | (46) | ||
Purchase Consideration | $ 2,651 |
Acquisitions and Divestiture (I
Acquisitions and Divestiture (Intangible Assets) (Details) - Verafin $ in Millions | 1 Months Ended |
Feb. 28, 2021 USD ($) | |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |
Intangible asset value (in millions) | $ 815 |
Customer Relationships | |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |
Intangible asset value (in millions) | $ 532 |
Estimated average useful life | 22 years |
Customer Relationships | Discount rate used | |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |
Discount rate used | 0.075 |
Technology | |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |
Intangible asset value (in millions) | $ 246 |
Estimated average useful life | 7 years |
Technology | Discount rate used | |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |
Discount rate used | 0.075 |
Trade Name | |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |
Intangible asset value (in millions) | $ 37 |
Estimated average useful life | 20 years |
Trade Name | Discount rate used | |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |
Discount rate used | 0.075 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets (Schedule of Changes in Goodwill) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Balance at beginning of period | $ 8,433 |
Foreign currency translation adjustments | (527) |
Goodwill acquired | 40 |
Balance at end of period | 7,946 |
Market Technology | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 2,171 |
Foreign currency translation adjustments | (49) |
Balance at end of period | 2,122 |
Investment Intelligence | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 2,428 |
Foreign currency translation adjustments | (172) |
Balance at end of period | 2,256 |
Corporate Platforms | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 469 |
Foreign currency translation adjustments | (38) |
Goodwill acquired | 40 |
Balance at end of period | 471 |
Market Services | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 3,365 |
Foreign currency translation adjustments | (268) |
Balance at end of period | $ 3,097 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Indefinite-lived Intangible Assets [Line Items] | |||||
Amount of goodwill expected to be deductible for tax purposes | $ 20,000,000 | $ 20,000,000 | |||
Goodwill, impairment loss | 0 | $ 0 | 0 | $ 0 | |
Impairment of indefinite-lived intangible assets | 0 | $ 0 | 0 | $ 0 | |
Finite-lived intangible assets, net | 1,410,000,000 | 1,410,000,000 | $ 1,567,000,000 | ||
Foreign currency translation adjustment | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, net | $ (107,000,000) | $ (107,000,000) | $ (62,000,000) |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets (Finite-Lived and Indefinite-Lived Intangible Assets) (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 2,131 | $ 2,262 |
Accumulated Amortization | (721) | (695) |
Net Amount | 1,410 | 1,567 |
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 1,173 | 1,246 |
Intangible assets, net | 2,583 | 2,813 |
Exchange and clearing registrations | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 1,257 | 1,257 |
Trade names | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 121 | 121 |
Licenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 52 | 52 |
Foreign currency translation adjustment | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | (257) | (184) |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 305 | 295 |
Accumulated Amortization | (87) | (54) |
Net Amount | 218 | 241 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 2,007 | 2,050 |
Accumulated Amortization | (753) | (711) |
Net Amount | 1,254 | 1,339 |
Trade names and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 60 | 60 |
Accumulated Amortization | (15) | (11) |
Net Amount | 45 | 49 |
Foreign currency translation adjustment | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | (241) | (143) |
Accumulated Amortization | 134 | 81 |
Net Amount | $ (107) | $ (62) |
Goodwill and Acquired Intangi_6
Goodwill and Acquired Intangible Assets (Finite-Lived Intangible Assets Amortization Expense) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 38 | $ 40 | $ 116 | $ 116 |
Goodwill and Acquired Intangi_7
Goodwill and Acquired Intangible Assets (Estimated Future Amortization Expense) (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2022 | $ 40 |
2023 | 159 |
2024 | 153 |
2025 | 151 |
2026 | 148 |
2027+ | 866 |
Total | $ 1,517 |
Investments (Schedule of Invest
Investments (Schedule of Investments) (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Investments, Debt and Equity Securities [Abstract] | ||
Financial investments | $ 129 | $ 208 |
Equity method investments | 384 | 363 |
Equity securities | $ 75 | $ 67 |
Investments (Narrative) (Detail
Investments (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Investments, Debt and Securities [Line Items] | |||||
Net income from unconsolidated investees | $ 8 | $ 6 | $ 23 | $ 90 | |
OCC | |||||
Investments, Debt and Securities [Line Items] | |||||
Equity method investment, ownership percentage | 40% | 40% | 40% | 40% | |
Foreign government debt securities | |||||
Investments, Debt and Securities [Line Items] | |||||
Trading securities | $ 118 | $ 118 | $ 162 |
Deferred Revenue (Changes in De
Deferred Revenue (Changes in Deferred Revenue) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | $ 448 |
Additions | 370 |
Revenue Recognized | (290) |
Adjustments | (18) |
Ending balance | 510 |
Market Technology | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 117 |
Additions | 100 |
Revenue Recognized | (102) |
Adjustments | (6) |
Ending balance | 109 |
Investment Intelligence | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 106 |
Additions | 92 |
Revenue Recognized | (90) |
Adjustments | 0 |
Ending balance | 108 |
Initial Listing | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 145 |
Additions | 24 |
Revenue Recognized | (41) |
Adjustments | (4) |
Ending balance | 124 |
Annual Listings | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 2 |
Additions | 91 |
Revenue Recognized | (1) |
Adjustments | (2) |
Ending balance | 90 |
IR & ESG Services | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 57 |
Additions | 56 |
Revenue Recognized | (49) |
Adjustments | (2) |
Ending balance | 62 |
Other | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 21 |
Additions | 7 |
Revenue Recognized | (7) |
Adjustments | (4) |
Ending balance | $ 17 |
Deferred Revenue (Estimated Def
Deferred Revenue (Estimated Deferred Revenue) (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Fiscal Year Ended [Abstract] | ||
2022 | $ 239 | |
2023 | 188 | |
2024 | 35 | |
2025 | 23 | |
2026 | 16 | |
2027+ | 9 | |
Total | 510 | $ 448 |
Market Technology | ||
Fiscal Year Ended [Abstract] | ||
2022 | 54 | |
2023 | 54 | |
2024 | 1 | |
2025 | 0 | |
2026 | 0 | |
2027+ | 0 | |
Total | 109 | 117 |
Investment Intelligence | ||
Fiscal Year Ended [Abstract] | ||
2022 | 49 | |
2023 | 59 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027+ | 0 | |
Total | 108 | 106 |
Initial Listings | ||
Fiscal Year Ended [Abstract] | ||
2022 | 11 | |
2023 | 39 | |
2024 | 29 | |
2025 | 20 | |
2026 | 16 | |
2027+ | 9 | |
Total | 124 | 145 |
Annual Listings | ||
Fiscal Year Ended [Abstract] | ||
2022 | 90 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027+ | 0 | |
Total | 90 | 2 |
IR & ESG Services | ||
Fiscal Year Ended [Abstract] | ||
2022 | 32 | |
2023 | 30 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027+ | 0 | |
Total | 62 | 57 |
Other | ||
Fiscal Year Ended [Abstract] | ||
2022 | 3 | |
2023 | 6 | |
2024 | 5 | |
2025 | 3 | |
2026 | 0 | |
2027+ | 0 | |
Total | $ 17 | $ 21 |
Debt Obligations (Changes in De
Debt Obligations (Changes in Debt Obligations) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Changes In Short-Term Debt Obligations [Roll Forward] | |
Short-term debt - commercial paper beginning balance | $ 1,517 |
Additions | 2,898 |
Payments, Foreign Currency Translation and Accretion | (3,616) |
Short-term debt - commercial paper ending balance | 799 |
Changes in Long-Term Debt Obligations [Roll Forward] | |
Total long-term debt at beginning of period | 4,313 |
Additions | 541 |
Payments, Foreign Currency Translation and Accretion | (281) |
Total long-term debt at end of period | 4,573 |
Changes In Debt Obligations [Roll Forward] | |
Total debt obligations at beginning of period | 5,830 |
Additions | 3,439 |
Payments, Foreign Currency Translation and Accretion | (3,897) |
Total debt obligations at end of period | 5,372 |
Senior Notes | 2026 Notes | |
Changes in Long-Term Debt Obligations [Roll Forward] | |
Long-term debt obligations at beginning of period | 498 |
Additions | 0 |
Payments, Foreign Currency Translation and Accretion | 0 |
Long-term debt obligations at end of period | 498 |
Senior Notes | 2029 Notes | |
Changes in Long-Term Debt Obligations [Roll Forward] | |
Long-term debt obligations at beginning of period | 676 |
Additions | 0 |
Payments, Foreign Currency Translation and Accretion | (93) |
Long-term debt obligations at end of period | 583 |
Senior Notes | 2030 Notes | |
Changes in Long-Term Debt Obligations [Roll Forward] | |
Long-term debt obligations at beginning of period | 676 |
Additions | 0 |
Payments, Foreign Currency Translation and Accretion | (93) |
Long-term debt obligations at end of period | 583 |
Senior Notes | 2050 Notes | |
Changes in Long-Term Debt Obligations [Roll Forward] | |
Long-term debt obligations at beginning of period | 486 |
Additions | 0 |
Payments, Foreign Currency Translation and Accretion | 0 |
Long-term debt obligations at end of period | 486 |
Senior Notes | 2031 Notes | |
Changes in Long-Term Debt Obligations [Roll Forward] | |
Long-term debt obligations at beginning of period | 643 |
Additions | 0 |
Payments, Foreign Currency Translation and Accretion | 1 |
Long-term debt obligations at end of period | 644 |
Senior Notes | 2040 Notes | |
Changes in Long-Term Debt Obligations [Roll Forward] | |
Long-term debt obligations at beginning of period | 644 |
Additions | 0 |
Payments, Foreign Currency Translation and Accretion | 0 |
Long-term debt obligations at end of period | 644 |
Senior Notes | 2033 Notes | |
Changes in Long-Term Debt Obligations [Roll Forward] | |
Long-term debt obligations at beginning of period | 694 |
Additions | 0 |
Payments, Foreign Currency Translation and Accretion | (97) |
Long-term debt obligations at end of period | 597 |
Senior Notes | 2052 Notes | |
Changes in Long-Term Debt Obligations [Roll Forward] | |
Long-term debt obligations at beginning of period | 0 |
Additions | 541 |
Payments, Foreign Currency Translation and Accretion | 0 |
Long-term debt obligations at end of period | 541 |
2020 Credit Facility | |
Changes in Long-Term Debt Obligations [Roll Forward] | |
Unamortized debt issuance expense, beginning balance | (4) |
Additions | 0 |
Payments, Foreign Currency Translation and Accretion | 1 |
Unamortized debt issuance expense, ending balance | (3) |
Commercial paper | |
Changes In Short-Term Debt Obligations [Roll Forward] | |
Short-term debt - commercial paper beginning balance | 420 |
Additions | 2,898 |
Payments, Foreign Currency Translation and Accretion | (3,119) |
Short-term debt - commercial paper ending balance | 199 |
Short-term notes | 2022 Notes | |
Changes In Short-Term Debt Obligations [Roll Forward] | |
Short-term debt - commercial paper beginning balance | 598 |
Additions | 0 |
Payments, Foreign Currency Translation and Accretion | 2 |
Short-term debt - commercial paper ending balance | 600 |
Short-term notes | 2024 Notes | |
Changes In Short-Term Debt Obligations [Roll Forward] | |
Short-term debt - commercial paper beginning balance | 499 |
Additions | 0 |
Payments, Foreign Currency Translation and Accretion | (499) |
Short-term debt - commercial paper ending balance | $ 0 |
Debt Obligations (Commercial Pa
Debt Obligations (Commercial Paper) (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Short-term Debt [Line Items] | ||
Short-term Debt | $ 799 | $ 1,517 |
Commercial paper | ||
Short-term Debt [Line Items] | ||
Short-term Debt | $ 199 | $ 420 |
Debt Obligations (Senior Unsecu
Debt Obligations (Senior Unsecured Notes) (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Senior Notes | |
Debt Instrument [Line Items] | |
Aggregate principal amount purchased plus accrued and unpaid interest | 101% |
Debt Obligations (Early Extingu
Debt Obligations (Early Extinguishment of 2024 Notes) (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | May 31, 2014 | |
Debt Instrument [Line Items] | ||||
Loss on extinguishment of debt | $ 16 | $ 33 | ||
2024 Notes | Short-term notes | ||||
Debt Instrument [Line Items] | ||||
Stated rate | 4.25% | |||
Loss on extinguishment of debt | $ 16 |
Debt Obligations (2026 Notes) (
Debt Obligations (2026 Notes) (Details) - Senior Notes - 2026 Notes | Jun. 30, 2016 |
Debt Instrument [Line Items] | |
Stated rate | 3.85% |
Maximum | |
Debt Instrument [Line Items] | |
Maximum interest rate on debt instrument | 5.85% |
Debt Obligations (2029 Notes) (
Debt Obligations (2029 Notes) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Apr. 30, 2019 | |
Debt Instrument [Line Items] | ||
Decrease (increase) in carrying amount | $ 281 | |
Senior Notes | 2029 Notes | ||
Debt Instrument [Line Items] | ||
Stated rate | 1.75% | |
Decrease (increase) in carrying amount | $ 93 | |
Senior Notes | 2029 Notes | Maximum | ||
Debt Instrument [Line Items] | ||
Maximum interest rate on debt instrument | 3.75% |
Debt Obligations (2030 Notes) (
Debt Obligations (2030 Notes) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Feb. 29, 2020 | |
Debt Instrument [Line Items] | ||
Decrease (increase) in carrying amount | $ 281 | |
2030 Notes | ||
Debt Instrument [Line Items] | ||
Stated rate | 0.875% | |
Senior Notes | 2030 Notes | ||
Debt Instrument [Line Items] | ||
Decrease (increase) in carrying amount | $ 93 |
Debt Obligations (2050 Notes) (
Debt Obligations (2050 Notes) (Details) - 2050 Notes - Senior Notes | Sep. 30, 2022 |
Debt Instrument [Line Items] | |
Stated rate | 3.25% |
Maximum | |
Debt Instrument [Line Items] | |
Stated rate | 5.25% |
Debt Obligations (2022, 2031 an
Debt Obligations (2022, 2031 and 2040 Notes) (Details) - Senior Notes | Sep. 30, 2022 |
2022 Notes | |
Debt Instrument [Line Items] | |
Stated rate | 0.445% |
2022 Notes | Maximum | |
Debt Instrument [Line Items] | |
Maximum interest rate on debt instrument | 2.445% |
2031 Notes | |
Debt Instrument [Line Items] | |
Stated rate | 1.65% |
2031 Notes | Maximum | |
Debt Instrument [Line Items] | |
Maximum interest rate on debt instrument | 3.65% |
2040 Notes | |
Debt Instrument [Line Items] | |
Stated rate | 2.50% |
2040 Notes | Maximum | |
Debt Instrument [Line Items] | |
Maximum interest rate on debt instrument | 4.50% |
Debt Obligations (2033 Notes) (
Debt Obligations (2033 Notes) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Jul. 31, 2021 | |
Debt Instrument [Line Items] | ||
Increase (decrease) in carrying amount | $ (281) | |
2033 Notes | ||
Debt Instrument [Line Items] | ||
Stated rate | 0.90% | |
2033 Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Increase (decrease) in carrying amount | $ (97) |
Debt Obligations (2052 Notes) (
Debt Obligations (2052 Notes) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | |
Net proceeds from senior note | $ 541 |
2052 Notes | Senior Notes | |
Debt Instrument [Line Items] | |
Principal amount | 550 |
Net proceeds from senior note | $ 541 |
2052 Notes | Senior Notes | Minimum | |
Debt Instrument [Line Items] | |
Stated rate | 3.95% |
2052 Notes | Senior Notes | Maximum | |
Debt Instrument [Line Items] | |
Stated rate | 5.95% |
Debt Obligations (Credit Facili
Debt Obligations (Credit Facilities) (Details) - 2020 Credit Facility - USD ($) | 1 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2022 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Utilized amount | $ 0 | |
Unamortized debt issuance expense | (3,000,000) | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Credit facility, borrowing capacity | $ 1,250,000,000 | |
Credit facility term | 5 years | |
Option to increase available aggregate amount | $ 625,000,000 | |
Revolving Credit Facility | Minimum | ||
Debt Instrument [Line Items] | ||
Line of credit facility, commitment fee percentage | 0.125% | |
Revolving Credit Facility | Maximum | ||
Debt Instrument [Line Items] | ||
Line of credit facility, commitment fee percentage | 0.35% |
Debt Obligations (Other Credit
Debt Obligations (Other Credit Facilities) (Details) - Clearinghouse Credit Facilities - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Remaining amount available | $ 173,000,000 | $ 212,000,000 |
Utilized amount | $ 0 | $ 0 |
Retirement Plans (Narrative) (D
Retirement Plans (Narrative) (Details) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Retirement Benefits [Abstract] | ||
Employer contribution match, percent match | 100% | 100% |
Employer contribution match, percentage of employee contribution | 6% | 6% |
Retirement Plans (Cost of Retir
Retirement Plans (Cost of Retirement Plans) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Retirement Benefits [Abstract] | ||||
Savings Plan expense | $ 4 | $ 3 | $ 13 | $ 11 |
Retirement Plans expense | $ 6 | $ 7 | $ 18 | $ 20 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jan. 31, 2022 shares | Sep. 30, 2022 USD ($) peerGroup $ / shares shares | Mar. 31, 2022 shares | Sep. 30, 2021 USD ($) $ / shares shares | Mar. 31, 2020 program | Sep. 30, 2022 USD ($) peerGroup $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | Dec. 31, 2021 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock shares reserved for future issuance (in shares) | shares | 26,400,000 | 26,400,000 | ||||||
Options outstanding (in shares) | shares | 1,420,323 | 1,420,323 | 806,451 | |||||
Granted (in shares) | shares | 613,872 | |||||||
Stock option exercises, net (in shares) | shares | 73,227 | |||||||
Net cash proceeds from the exercise of stock options | $ | $ 1 | |||||||
Aggregate Intrinsic Value, exercisable (in millions) | $ | $ 28 | $ 28 | ||||||
Stock options, exercisable (in shares) | shares | 806,451 | 800,000 | 806,451 | 800,000 | ||||
Options exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 22.23 | $ 22.23 | $ 22.23 | $ 22.23 | ||||
Total pre-tax intrinsic value of stock options exercised | $ | $ 3 | |||||||
Share based compensation expense | $ | $ 26 | $ 23 | $ 76 | $ 66 | ||||
Commercial Paper and Letter Of Credit | Clearinghouse Credit Facilities | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share price (in dollars per share) | $ / shares | $ 56.68 | $ 56.68 | ||||||
Employment Agreement | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | shares | 613,872 | 0 | ||||||
Employee Stock Purchase Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Discount from market price (as a percent) | 15% | 15% | 15% | 15% | ||||
Common stock shares reserved for future issuance (in shares) | shares | 12,300,000 | 12,300,000 | ||||||
Maximum percentage of shares purchased from annual compensation | 10% | |||||||
Discount given to employees (as a percent) | 15% | |||||||
Share based compensation expense | $ | $ 1 | $ 1 | $ 6 | $ 6 | ||||
Restricted Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total unrecognized compensation cost | $ | 119 | $ 119 | ||||||
Weighted-average period unrecognized compensation cost is expected to be recognized, in years | 1 year 9 months 18 days | |||||||
PSUs | One-Year Program | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total unrecognized compensation cost | $ | 0 | $ 0 | ||||||
Weighted-average period unrecognized compensation cost is expected to be recognized, in years | 1 year | |||||||
Expiration period | 1 year | 1 year | ||||||
Percentage of target amount granted, minimum | 0% | |||||||
Percentage of target amount granted, maximum | 150% | |||||||
PSUs | Three-Year Program | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total unrecognized compensation cost | $ | $ 52 | $ 52 | ||||||
Weighted-average period unrecognized compensation cost is expected to be recognized, in years | 1 year 6 months | |||||||
Expiration period | 3 years | 3 years | ||||||
Performance period | 3 years | |||||||
Number of peer groups (in peer groups) | peerGroup | 2 | 2 | ||||||
Performance-based long-term incentive program weighted percentage | 50% | |||||||
Minimum payout (as a percent) | 0% | |||||||
Maximum payout (as a percent) | 200% | |||||||
Additional units granted above target (in shares) | shares | 867,921 | |||||||
Share price (in dollars per share) | $ / shares | $ 60.64 | $ 50.28 | $ 60.64 | $ 50.28 | ||||
PSUs | Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of performance-based programs (in programs) | program | 2 | |||||||
PSUs, Negative TSR | Three-Year Program | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Maximum payout (as a percent) | 100% | |||||||
Employee stock option | Employment Agreement | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expiration period | 10 years | |||||||
Agreement term | 5 years | |||||||
First Anniversary | Restricted Stock | Below Manager Level | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage (as a percent) | 33.30% | |||||||
First Anniversary | Employee stock option | Employment Agreement | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage (as a percent) | 50% | |||||||
Second Anniversary | Restricted Stock | Below Manager Level | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage (as a percent) | 33.30% | |||||||
Second Anniversary | Restricted Stock | At or Above Manager Level | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage (as a percent) | 33.30% | |||||||
Second Anniversary | Employee stock option | Employment Agreement | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage (as a percent) | 50% | |||||||
Vesting period | 5 years | |||||||
Third Anniversary | Restricted Stock | Below Manager Level | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage (as a percent) | 33.30% | |||||||
Third Anniversary | Restricted Stock | At or Above Manager Level | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage (as a percent) | 33.30% | |||||||
Fourth Anniversary | Restricted Stock | At or Above Manager Level | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage (as a percent) | 33.30% |
Share-Based Compensation (Summa
Share-Based Compensation (Summary of Share-Based Compensation Expense) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||
Share-based compensation expense before income taxes | $ 26 | $ 23 | $ 76 | $ 66 |
Share-Based Compensation (Sum_2
Share-Based Compensation (Summary of Restricted Stock Activity) (Details) - Restricted Stock | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number of Awards | |
Unvested balances at beginning of period (in shares) | shares | 4,399,020 |
Granted (in shares) | shares | 1,660,389 |
Vested (in shares) | shares | (1,440,663) |
Forfeited (in shares) | shares | (221,049) |
Unvested balances at end of period (in shares) | shares | 4,397,697 |
Weighted-Average Grant Date Fair Value | |
Unvested balances at beginning of period (in dollars per share) | $ / shares | $ 35.39 |
Granted (in dollars per share) | $ / shares | 57.34 |
Vested (in dollars per share) | $ / shares | 30.29 |
Forfeited (in dollars per share) | $ / shares | 41.75 |
Unvested balances at end of period (in dollars per share) | $ / shares | $ 45.02 |
Share-Based Compensation (Sched
Share-Based Compensation (Schedule of Weighted- Average Assumptions Used to Determine Weighted-Average Fair Values) (Details) - PSUs - Three-Year Program - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average risk free interest rate | 2.55% | 0.31% |
Expected volatility | 30.33% | 30.11% |
Weighted-average grant date share price (in dollars per share) | $ 60.64 | $ 50.28 |
Weighted-average fair value at grant date (in dollars per share) | $ 63.50 | $ 68.72 |
Share-Based Compensation (Sum_3
Share-Based Compensation (Summary of PSU Activity) (Details) - PSUs | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
One-Year Program | |
Number of Awards | |
Unvested balances at beginning of period (in shares) | shares | 149,202 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (7,044) |
Forfeited (in shares) | shares | (2,670) |
Unvested balances at end of period (in shares) | shares | 139,488 |
Weighted-Average Grant Date Fair Value | |
Unvested balances at beginning of period (in dollars per share) | $ / shares | $ 28.01 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 28.06 |
Forfeited (in dollars per share) | $ / shares | 28.06 |
Unvested balances at end of period (in dollars per share) | $ / shares | $ 28.01 |
Three-Year Program | |
Number of Awards | |
Unvested balances at beginning of period (in shares) | shares | 2,292,372 |
Granted (in shares) | shares | 1,471,092 |
Vested (in shares) | shares | (1,735,842) |
Forfeited (in shares) | shares | (71,376) |
Unvested balances at end of period (in shares) | shares | 1,956,246 |
Weighted-Average Grant Date Fair Value | |
Unvested balances at beginning of period (in dollars per share) | $ / shares | $ 45.01 |
Granted (in dollars per share) | $ / shares | 45.29 |
Vested (in dollars per share) | $ / shares | 32.57 |
Forfeited (in dollars per share) | $ / shares | 50.21 |
Unvested balances at end of period (in dollars per share) | $ / shares | $ 56.08 |
Share-Based Compensation (Sum_4
Share-Based Compensation (Summary of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Number of Stock Options | |||
Outstanding at beginning of period (in shares) | 806,451 | ||
Granted (in shares) | 613,872 | ||
Outstanding at end of period (in shares) | 1,420,323 | 806,451 | |
Exercisable (in shares) | 806,451 | 800,000 | |
Weighted-Average Exercise Price | |||
Weighted average exercise price, outstanding, beginning of period (in dollars per share) | $ 22.23 | ||
Granted (in dollars per share) | 67.49 | ||
Weighted average exercise price, outstanding, end of period (in dollars per share) | 41.79 | $ 22.23 | |
Options exercisable, weighted average exercise price (in dollars per share) | $ 22.23 | $ 22.23 | |
Weighted-average remaining contractual term, Outstanding (in years) | 6 years 4 months 24 days | 5 years | |
Weighted-average remaining contractual term, Exercisable (in years) | 4 years 3 months 18 days | ||
Aggregate Intrinsic Value (in millions) | $ 28 | $ 39 | |
Aggregate Intrinsic Value, exercisable (in millions) | $ 28 |
Nasdaq Stockholders' Equity (Na
Nasdaq Stockholders' Equity (Narrative) (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Oct. 31, 2022 USD ($) $ / shares | Sep. 30, 2022 USD ($) vote $ / shares shares | Mar. 31, 2022 shares | Sep. 30, 2021 $ / shares | Sep. 30, 2022 USD ($) vote $ / shares shares | Sep. 30, 2021 $ / shares | Jan. 31, 2022 USD ($) | Dec. 31, 2021 vote $ / shares shares | |
Stockholders Equity [Line Items] | ||||||||
Common stock, shares authorized (in shares) | 900,000,000 | 900,000,000 | 900,000,000 | |||||
Common stock, shares issued (in shares) | 512,714,970 | 512,714,970 | 520,256,817 | |||||
Common stock, shares outstanding (in shares) | 491,234,455 | 491,234,455 | 500,038,905 | |||||
Common stock (in votes per share) | vote | 1 | 1 | 1 | |||||
Common stock holder voting rights, maximum percentage of the then-outstanding shares of Nasdaq common stock | 5% | 5% | 5% | |||||
Common stock in treasury (in shares) | 21,480,515 | 21,480,515 | 20,217,912 | |||||
Authorized amount under share repurchase program | $ | $ 293 | $ 293 | ||||||
Preferred stock, shares authorized (in shares) | 90,000,000 | 90,000,000 | 90,000,000 | |||||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | |||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | |||||
Payments of dividends | $ | $ 285 | |||||||
Cash dividends declared per common share (in dollars per share) | $ / shares | $ 0.20 | $ 0.18 | $ 0.58 | $ 0.52 | ||||
Dividends declared | $ | $ 285 | |||||||
Subsequent Event | ||||||||
Stockholders Equity [Line Items] | ||||||||
Cash dividends declared per common share (in dollars per share) | $ / shares | $ 0.20 | |||||||
Dividends declared | $ | $ 98 | |||||||
Common stock | ASR agreement | ||||||||
Stockholders Equity [Line Items] | ||||||||
Authorized amount under share repurchase program | $ | $ 325 | |||||||
Share repurchase program (in shares) | 5,629,161 |
Nasdaq Stockholders' Equity (Co
Nasdaq Stockholders' Equity (Common Stock in Treasury) (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Other repurchases of common stock | |
Dividends Payable [Line Items] | |
Number of shares of common stock repurchased (in shares) | 1,262,603 |
Share repurchase program | |
Dividends Payable [Line Items] | |
Share repurchase program (in shares) | 5,465,595 |
Average price paid per share (in dollars per share) | $ / shares | $ 56.26 |
Total purchase price (in millions) | $ | $ 308 |
Nasdaq Stockholders' Equity (Sc
Nasdaq Stockholders' Equity (Schedule of Dividends Declared) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2022 | Jul. 19, 2022 | Jun. 24, 2022 | Apr. 20, 2022 | Mar. 25, 2022 | Jan. 26, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Dividends Payable [Line Items] | ||||||||||
Dividend Per Common Share (in dollars per share) | $ 0.20 | $ 0.18 | $ 0.58 | $ 0.52 | ||||||
Total Amount Paid | $ 285 | |||||||||
Dividend declaration date, first quarter | ||||||||||
Dividends Payable [Line Items] | ||||||||||
Dividend Per Common Share (in dollars per share) | $ 0.18 | |||||||||
Total Amount Paid | $ 88 | |||||||||
Dividend declaration date, second quarter | ||||||||||
Dividends Payable [Line Items] | ||||||||||
Dividend Per Common Share (in dollars per share) | $ 0.20 | |||||||||
Total Amount Paid | $ 98 | |||||||||
Dividend declaration date, third quarter | ||||||||||
Dividends Payable [Line Items] | ||||||||||
Dividend Per Common Share (in dollars per share) | $ 0.20 | |||||||||
Total Amount Paid | $ 99 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net income attributable to common shareholders | $ 294 | $ 288 | $ 884 | $ 928 |
Denominator: | ||||
Weighted-average common shares outstanding for basic earnings per share (in shares) | 491,228,889 | 503,077,107 | 492,803,274 | 496,520,577 |
Weighted-average effect of dilutive securities: | ||||
Employee equity awards (in shares) | 5,110,197 | 7,462,926 | 5,351,675 | 7,222,452 |
Weighted-average common shares outstanding for diluted earnings per share (in shares) | 496,339,086 | 510,540,033 | 498,154,949 | 503,743,029 |
Basic and diluted earnings per share: | ||||
Basic earnings per share (in dollars per share) | $ 0.60 | $ 0.57 | $ 1.79 | $ 1.87 |
Diluted earnings per share (in dollars per share) | $ 0.59 | $ 0.56 | $ 1.77 | $ 1.84 |
Securities excluded from the computation of diluted earnings per share (in shares) | 0 | 0 | 0 | 0 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis) (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Securities [Abstract] | ||
Financial investments | $ 129 | $ 208 |
Fair Value, Measurements, Recurring | ||
Debt Securities [Abstract] | ||
Financial investments | 129 | 208 |
Fair Value, Measurements, Recurring | European government debt securities | ||
Debt Securities [Abstract] | ||
Financial investments | 103 | 144 |
Fair Value, Measurements, Recurring | Corporate debt securities | ||
Debt Securities [Abstract] | ||
Financial investments | 7 | 20 |
Fair Value, Measurements, Recurring | Swedish mortgage bonds | ||
Debt Securities [Abstract] | ||
Financial investments | 19 | 21 |
Fair Value, Measurements, Recurring | State-owned enterprises and municipal securities | ||
Debt Securities [Abstract] | ||
Financial investments | 11 | |
Fair Value, Measurements, Recurring | Time deposits | ||
Debt Securities [Abstract] | ||
Financial investments | 12 | |
Fair Value, Measurements, Recurring | Level 1 | ||
Debt Securities [Abstract] | ||
Financial investments | 103 | 144 |
Fair Value, Measurements, Recurring | Level 1 | European government debt securities | ||
Debt Securities [Abstract] | ||
Financial investments | 103 | 144 |
Fair Value, Measurements, Recurring | Level 1 | Corporate debt securities | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Swedish mortgage bonds | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | State-owned enterprises and municipal securities | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | |
Fair Value, Measurements, Recurring | Level 1 | Time deposits | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | |
Fair Value, Measurements, Recurring | Level 2 | ||
Debt Securities [Abstract] | ||
Financial investments | 26 | 64 |
Fair Value, Measurements, Recurring | Level 2 | European government debt securities | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Corporate debt securities | ||
Debt Securities [Abstract] | ||
Financial investments | 7 | 20 |
Fair Value, Measurements, Recurring | Level 2 | Swedish mortgage bonds | ||
Debt Securities [Abstract] | ||
Financial investments | 19 | 21 |
Fair Value, Measurements, Recurring | Level 2 | State-owned enterprises and municipal securities | ||
Debt Securities [Abstract] | ||
Financial investments | 11 | |
Fair Value, Measurements, Recurring | Level 2 | Time deposits | ||
Debt Securities [Abstract] | ||
Financial investments | 12 | |
Fair Value, Measurements, Recurring | Level 3 | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | European government debt securities | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Corporate debt securities | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Swedish mortgage bonds | ||
Debt Securities [Abstract] | ||
Financial investments | $ 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | State-owned enterprises and municipal securities | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | |
Fair Value, Measurements, Recurring | Level 3 | Time deposits | ||
Debt Securities [Abstract] | ||
Financial investments | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Narrative) (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term Debt | $ 799,000,000 | $ 1,517,000,000 |
Fair value assets | 0 | 0 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term Debt | 199,000,000 | 420,000,000 |
Revolving Credit Facility | 2020 Credit Facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Utilized amount | 0 | |
Fair Value, Measurements, Nonrecurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt utilizing discounted cash flow analyses | $ 4,300,000,000 | $ 5,900,000,000 |
Clearing Operations (Narrative)
Clearing Operations (Narrative) (Details) kr in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jan. 31, 2021 USD ($) | Jan. 31, 2021 SEK (kr) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) fund contract | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Clearing Operations [Line Items] | |||||||
Number of member sponsored default funds (in funds) | fund | 3 | ||||||
Regulatory | $ 9,000,000 | $ 8,000,000 | $ 24,000,000 | $ 22,000,000 | |||
Default fund contributions | 1,257,000,000 | 1,257,000,000 | |||||
Default fund contributions and margin deposits | 18,422,000,000 | 18,422,000,000 | |||||
Payments for default funds and margin deposits | (35,019,000,000) | (29,103,000,000) | |||||
Proceeds from default funds and margin deposits | 35,083,000,000 | $ 29,030,000,000 | |||||
Liability due to market default | 0 | 0 | |||||
Liability Waterfall | |||||||
Clearing Operations [Line Items] | |||||||
Junior capital, cash deposits and pledged assets | 37,000,000 | 37,000,000 | |||||
Senior capital, cash deposits and pledged assets | 20,000,000 | 20,000,000 | |||||
Committed capital | 64,000,000 | 64,000,000 | |||||
Utilize as capital resources | |||||||
Clearing Operations [Line Items] | |||||||
Default fund contributions | 1,196,000,000 | 1,196,000,000 | |||||
Utilize as member posted surplus balance | |||||||
Clearing Operations [Line Items] | |||||||
Default fund contributions | 61,000,000 | 61,000,000 | |||||
Nasdaq clearing members cash contributions | |||||||
Clearing Operations [Line Items] | |||||||
Default fund contributions | 1,149,000,000 | 1,149,000,000 | |||||
Default fund contributions and margin deposits | 9,507,000,000 | 9,507,000,000 | $ 5,911,000,000 | ||||
Restricted cash and equivalents | |||||||
Clearing Operations [Line Items] | |||||||
Currency translation adjustment | 1,682,000,000 | ||||||
Investments | |||||||
Clearing Operations [Line Items] | |||||||
Currency translation adjustment | $ 168,000,000 | ||||||
Minimum | |||||||
Clearing Operations [Line Items] | |||||||
Reverse purchase agreements, maturity range | 3 days | ||||||
Maximum | |||||||
Clearing Operations [Line Items] | |||||||
Reverse purchase agreements, maturity range | 28 days | ||||||
Nasdaq Clearing | |||||||
Clearing Operations [Line Items] | |||||||
Regulatory | $ 27,000,000 | kr 300 | |||||
Committed capital | 121,000,000 | $ 121,000,000 | |||||
Power of assessment of the clearing member's contribution to the financial markets and commodities markets default funds (as a percent) | 230% | ||||||
Contract value of resale and repurchase agreements | $ 2,700,000,000 | $ 2,700,000,000 | |||||
Total number of derivative contracts cleared (in contracts) | contract | 4,835,371 |
Clearing Operations (Schedule o
Clearing Operations (Schedule of Clearing Member Default Fund Contributions And Margin Deposits) (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Clearing Operations [Line Items] | ||
Default fund contributions | $ 1,257 | |
Margin deposits | 17,165 | |
Total | 18,422 | |
Cash Contributions | ||
Clearing Operations [Line Items] | ||
Default fund contributions | 1,149 | |
Margin deposits | 8,358 | |
Total | 9,507 | $ 5,911 |
Non-Cash Contributions | ||
Clearing Operations [Line Items] | ||
Default fund contributions | 108 | |
Margin deposits | 8,807 | |
Total | $ 8,915 |
Clearing Operations (Investment
Clearing Operations (Investment Policy) (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Clearing Operations [Line Items] | ||
Cash contributions | $ 18,422 | |
Default funds and margin deposits assets | 9,507 | $ 5,911 |
Restricted cash and equivalents | ||
Clearing Operations [Line Items] | ||
Default funds and margin deposits assets | 8,882 | 5,074 |
Demand deposits | ||
Clearing Operations [Line Items] | ||
Default funds and margin deposits assets | 7,944 | 3,061 |
Central bank certificates | ||
Clearing Operations [Line Items] | ||
Default funds and margin deposits assets | 938 | 2,013 |
Investments | ||
Clearing Operations [Line Items] | ||
Default funds and margin deposits assets | 625 | 837 |
European government debt securities | ||
Clearing Operations [Line Items] | ||
Default funds and margin deposits assets | 360 | 414 |
Reverse repurchase agreements | ||
Clearing Operations [Line Items] | ||
Default funds and margin deposits assets | 99 | 152 |
Multilateral development bank debt securities | ||
Clearing Operations [Line Items] | ||
Default funds and margin deposits assets | 166 | 271 |
Nasdaq clearing members cash contributions | ||
Clearing Operations [Line Items] | ||
Cash contributions | $ 9,507 | $ 5,911 |
Clearing Operations (Schedule_2
Clearing Operations (Schedule of Derivative Contracts) (Details) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 USD ($) TWh contract | Sep. 30, 2021 TWh contract | |
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 3,727 | |
Total number of cleared contracts (in contracts) | contract | 65,411,499 | 59,971,806 |
Total volume in cleared power, in Terawatt hours (TWh) | TWh | 337 | 632 |
Commodity and seafood options, futures and forwards | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 1,217 | |
Total number of cleared contracts (in contracts) | contract | 249,227 | 432,188 |
Fixed-income options and futures | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 2,209 | |
Total number of cleared contracts (in contracts) | contract | 17,233,036 | 17,010,664 |
Stock options and futures | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 227 | |
Total number of cleared contracts (in contracts) | contract | 13,737,846 | 15,217,832 |
Index options and futures | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 74 | |
Total number of cleared contracts (in contracts) | contract | 34,191,390 | 27,311,122 |
Leases (Summary of Supplemental
Leases (Summary of Supplemental Balance Sheet Information Related to Operating Leases) (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Operating lease assets | $ 448 | $ 366 |
Liabilities: | ||
Current lease liabilities | $ 54 | $ 37 |
Current lease liability, statement of financial position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Non-current lease liabilities | $ 456 | $ 386 |
Total lease liabilities | $ 510 | $ 423 |
Leases (Leases Cost) (Details)
Leases (Leases Cost) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease cost | $ 18 | $ 21 | $ 56 | $ 63 |
Variable lease cost | 8 | 7 | 24 | 21 |
Sublease income | (1) | (1) | (3) | (3) |
Total lease cost | $ 25 | $ 27 | $ 77 | $ 81 |
Leases (Operating Lease Maturit
Leases (Operating Lease Maturity) (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Remainder of 2022 | $ 18 | |
2023 | 70 | |
2024 | 68 | |
2025 | 54 | |
2026 | 50 | |
2027+ | 358 | |
Total lease payments | 618 | |
Less: interest | (108) | |
Present value of lease liabilities | 510 | $ 423 |
Operating lease, current liabilities | $ 54 | $ 37 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Current lease liabilities | $ 54 | $ 37 |
Lease liability for lease not yet commenced | $ 46 |
Leases (Leases Terms and Discou
Leases (Leases Terms and Discount Rate) (Details) | Sep. 30, 2022 |
Leases [Abstract] | |
Weighted-average remaining lease term (in years) | 10 years 8 months 12 days |
Weighted-average discount rate | 3.50% |
Leases (Supplemental Cash Flow
Leases (Supplemental Cash Flow Information) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 47 | $ 57 |
Lease assets obtained in exchange for operating lease liabilities | $ 130 | $ 47 |
Income Taxes - Provision and Ef
Income Taxes - Provision and Effective Rate (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ 88 | $ 83 | $ 270 | $ 292 |
Effective tax rate | 23% | 22.40% | 23.40% | 23.90% |
Commitments, Contingencies an_2
Commitments, Contingencies and Guarantees (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Line Items] | ||
Financial guarantees obtained | $ 4,000,000 | $ 5,000,000 |
Clearinghouse Credit Facilities | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Credit facility, available liquidity | 173,000,000 | 212,000,000 |
Utilized amount | 0 | 0 |
Clearinghouse Credit Facilities | Commercial Paper and Letter Of Credit | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Utilized amount | $ 0 | $ 0 |
Business Segments (Narrative) (
Business Segments (Narrative) (Details) - segment | 1 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Segment Reporting [Abstract] | ||
Number of operating segments (in segments) | 4 | |
Number of reportable segments (in segments) | 3 |
Business Segments (Schedule of
Business Segments (Schedule of Operating Segments) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 1,557 | $ 1,357 | $ 4,644 | $ 4,419 |
Transaction-based expenses | (667) | (519) | (1,969) | (1,885) |
Revenues less transaction-based expenses | 890 | 838 | 2,675 | 2,534 |
Operating income (loss) | 398 | 356 | 1,215 | 1,097 |
Operating Segments | Market Technology | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 132 | 114 | 387 | 332 |
Revenues less transaction-based expenses | 132 | 114 | 387 | 332 |
Operating income (loss) | 20 | 10 | 41 | 26 |
Operating Segments | Investment Intelligence | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 284 | 272 | 851 | 787 |
Revenues less transaction-based expenses | 284 | 272 | 851 | 787 |
Operating income (loss) | 183 | 177 | 553 | 509 |
Operating Segments | Corporate Platforms | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 168 | 155 | 504 | 451 |
Revenues less transaction-based expenses | 168 | 155 | 504 | 451 |
Operating income (loss) | 74 | 65 | 225 | 187 |
Operating Segments | Market Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 972 | 811 | 2,892 | 2,813 |
Transaction-based expenses | (667) | (519) | (1,969) | (1,885) |
Revenues less transaction-based expenses | 305 | 292 | 923 | 928 |
Operating income (loss) | 196 | 185 | 590 | 608 |
Corporate Items | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 1 | 5 | 10 | 36 |
Revenues less transaction-based expenses | 1 | 5 | 10 | 36 |
Operating income (loss) | $ (75) | $ (81) | $ (194) | $ (233) |
Business Segments (Corporate It
Business Segments (Corporate Items) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Expenses: | ||||
Total revenues | $ 1,557 | $ 1,357 | $ 4,644 | $ 4,419 |
Amortization expense of acquired intangible assets | 38 | 40 | 116 | 116 |
Merger and strategic initiatives expense | 14 | 13 | 41 | 70 |
Restructuring charges | 0 | 0 | 0 | 31 |
Extinguishment of debt | 16 | 33 | ||
Operating income | 398 | 356 | 1,215 | 1,097 |
Corporate Items | ||||
Expenses: | ||||
Total revenues | 1 | 5 | 10 | 36 |
Amortization expense of acquired intangible assets | 38 | 40 | 116 | 116 |
Merger and strategic initiatives expense | 14 | 13 | 41 | 70 |
Restructuring charges | 0 | 31 | ||
Extinguishment of debt | 0 | 33 | 16 | 33 |
Expenses - divested/contributed businesses | 1 | 1 | 3 | 14 |
Other | 23 | (1) | 28 | 5 |
Total expenses | 76 | 86 | 204 | 269 |
Operating income | $ (75) | $ (81) | $ (194) | $ (233) |
Restructuring Charges (Narrativ
Restructuring Charges (Narrative) (Details) $ in Millions | 1 Months Ended |
Jun. 30, 2021 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring, period of recognition | 2 years |
Asset impairment charges and accelerated depreciation expense | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost | $ 118 |
Restructuring Charges (Summary
Restructuring Charges (Summary of Restructuring Plan) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | $ 0 | $ 0 | $ 0 | $ 31 |
Asset impairment charges and accelerated depreciation expense | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | 4 | |||
Consulting services | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | 19 | |||
Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | 7 | |||
Severance and employee-related costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | $ 1 |