Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 25, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
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 | 491,316,160 | |
Entity Central Index Key | 0001120193 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Stock, $0.01 par value per share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | NDAQ | |
Security Exchange Name | NASDAQ | |
4.500% Senior Notes due 2032 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 4.500% Senior Notes due 2032 | |
Trading Symbol | NDAQ32 | |
Security Exchange Name | NASDAQ | |
0.900% Senior Notes due 2033 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 0.900% Senior Notes due 2033 | |
Trading Symbol | NDAQ33 | |
Security Exchange Name | NASDAQ | |
0.875% Senior Notes due 2030 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 0.875% Senior Notes due 2030 | |
Trading Symbol | NDAQ30 | |
Security Exchange Name | NASDAQ | |
1.75% Senior Notes due 2029 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 1.75% Senior Notes due 2029 | |
Trading Symbol | NDAQ29 | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 5,347 | $ 502 |
Restricted cash and cash equivalents | 23 | 22 |
Default funds and margin deposits (including restricted cash and cash equivalents of $6,497 and $6,470, respectively) | 7,134 | 7,021 |
Financial investments | 288 | 181 |
Receivables, net | 597 | 677 |
Other current assets | 189 | 201 |
Total current assets | 13,578 | 8,604 |
Property and equipment, net | 536 | 532 |
Goodwill | 8,020 | 8,099 |
Intangible assets, net | 2,490 | 2,581 |
Operating lease assets | 410 | 444 |
Other non-current assets | 623 | 608 |
Total assets | 25,657 | 20,868 |
Current liabilities: | ||
Accounts payable and accrued expenses | 199 | 185 |
Section 31 fees payable to SEC | 184 | 243 |
Accrued personnel costs | 156 | 243 |
Deferred revenue | 558 | 357 |
Other current liabilities | 140 | 122 |
Default funds and margin deposits | 7,134 | 7,021 |
Short-term debt | 140 | 664 |
Total current liabilities | 8,511 | 8,835 |
Long-term debt | 9,792 | 4,735 |
Deferred tax liabilities, net | 474 | 456 |
Operating lease liabilities | 427 | 452 |
Other non-current liabilities | 206 | 226 |
Total liabilities | 19,410 | 14,704 |
Commitments and contingencies | ||
Nasdaq stockholders’ equity: | ||
Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 514,060,903 at June 30, 2023 and 513,157,630 at December 31, 2022; shares outstanding: 491,274,775 at June 30, 2023 and 491,592,491 at December 31, 2022 | 5 | 5 |
Additional paid-in capital | 1,363 | 1,445 |
Common stock in treasury, at cost: 22,786,128 shares at June 30, 2023 and 21,565,139 shares at December 31, 2022 | (583) | (515) |
Accumulated other comprehensive loss | (2,119) | (1,991) |
Retained earnings | 7,569 | 7,207 |
Total Nasdaq stockholders’ equity | 6,235 | 6,151 |
Noncontrolling interests | 12 | 13 |
Total equity | 6,247 | 6,164 |
Total liabilities and equity | $ 25,657 | $ 20,868 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 | Aug. 26, 2022 | Jun. 30, 2022 |
Statement of Financial Position [Abstract] | ||||
Restricted cash and cash equivalents (default funds and margin deposits) | $ 6,497 | $ 6,470 | $ 7,769 | |
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) | 514,060,903 | 513,157,630 | ||
Common stock, shares outstanding (in shares) | 491,274,775 | 491,592,491 | 491,000,000 | |
Common stock in treasury (in shares) | 22,786,128 | 21,565,139 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues: | ||||
Total revenues | $ 1,433 | $ 1,552 | $ 2,966 | $ 3,087 |
Transaction-based expenses: | ||||
Transaction-based expenses | (508) | (659) | (1,128) | (1,302) |
Revenues less transaction-based expenses | 925 | 893 | 1,838 | 1,785 |
Operating expenses: | ||||
Compensation and benefits | 261 | 247 | 517 | 501 |
Professional and contract services | 30 | 29 | 61 | 64 |
Computer operations and data communications | 56 | 50 | 110 | 101 |
Occupancy | 32 | 25 | 71 | 52 |
General, administrative and other | 22 | 34 | 35 | 55 |
Marketing and advertising | 9 | 11 | 19 | 21 |
Depreciation and amortization | 65 | 65 | 134 | 132 |
Regulatory matters | 9 | 8 | 17 | 15 |
Merger and strategic initiatives | 45 | 12 | 47 | 27 |
Restructuring charges | 14 | 0 | 33 | 0 |
Total operating expenses | 543 | 481 | 1,044 | 968 |
Operating income | 382 | 412 | 794 | 817 |
Interest income | 8 | 0 | 15 | 1 |
Interest expense | (36) | (32) | (73) | (64) |
Other income (loss) | (6) | 8 | (7) | 2 |
Net income (loss) from unconsolidated investees | (11) | 9 | 3 | 15 |
Income before income taxes | 337 | 397 | 732 | 771 |
Income tax provision | 70 | 90 | 165 | 182 |
Net income | 267 | 307 | 567 | 589 |
Net loss attributable to noncontrolling interests | 0 | 0 | 1 | 1 |
Net income attributable to Nasdaq | $ 267 | $ 307 | $ 568 | $ 590 |
Per share information: | ||||
Basic earnings per share (in dollars per share) | $ 0.54 | $ 0.62 | $ 1.16 | $ 1.20 |
Diluted earnings per share (in dollars per share) | 0.54 | 0.62 | 1.15 | 1.18 |
Cash dividends declared per common share (in dollars per share) | $ 0.22 | $ 0.20 | $ 0.42 | $ 0.38 |
Transaction rebates | ||||
Transaction-based expenses: | ||||
Transaction-based expenses | $ (444) | $ (529) | $ (931) | $ (1,111) |
Brokerage, clearance and exchange fees | ||||
Transaction-based expenses: | ||||
Transaction-based expenses | (64) | (130) | (197) | (191) |
Operating Segments | Market Platforms | ||||
Revenues: | ||||
Total revenues | 905 | 1,051 | 1,938 | 2,090 |
Transaction-based expenses: | ||||
Transaction-based expenses | (508) | (659) | (1,128) | (1,302) |
Revenues less transaction-based expenses | 397 | 392 | 810 | 788 |
Operating expenses: | ||||
Operating income | 211 | 217 | 440 | 430 |
Operating Segments | Capital Access Platforms | ||||
Revenues: | ||||
Total revenues | 438 | 422 | 854 | 841 |
Transaction-based expenses: | ||||
Revenues less transaction-based expenses | 438 | 422 | 854 | 841 |
Operating expenses: | ||||
Operating income | 241 | 241 | 467 | 472 |
Operating Segments | Anti-Financial Crime | ||||
Revenues: | ||||
Total revenues | 89 | 75 | 173 | 147 |
Transaction-based expenses: | ||||
Revenues less transaction-based expenses | 89 | 75 | 173 | 147 |
Operating expenses: | ||||
Operating income | 32 | 20 | 55 | 35 |
Reconciling Items | ||||
Revenues: | ||||
Total revenues | $ 1 | $ 4 | $ 1 | $ 9 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net income | $ 267 | $ 307 | $ 567 | $ 589 | |
Other comprehensive loss: | |||||
Foreign currency translation losses | (116) | (206) | (138) | (273) | |
Income tax benefit (expense) | [1] | 3 | (29) | 10 | (45) |
Foreign currency translation, net | (113) | (235) | (128) | (318) | |
Comprehensive income | 154 | 72 | 439 | 271 | |
Comprehensive loss attributable to noncontrolling interests | 0 | 0 | 1 | 1 | |
Comprehensive income attributable to Nasdaq | $ 154 | $ 72 | $ 440 | $ 272 | |
[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 | 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 | Total Nasdaq stockholders’ equity | Noncontrolling interests |
Beginning balance (in shares) at Dec. 31, 2021 | 500,000,000 | ||||||||||
Beginning balance at Dec. 31, 2021 | $ 5 | $ 1,949 | $ (437) | $ (1,587) | $ 6,465 | $ 10 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Share repurchase program (in shares) | (5,000,000) | (6,000,000) | |||||||||
Share repurchase program | $ (308) | $ (325) | |||||||||
Share-based compensation (in shares) | 3,000,000 | ||||||||||
Share-based compensation | $ 49 | ||||||||||
Other issuances of common stock, net | 17 | ||||||||||
Other employee stock activity (in shares) | (1,000,000) | ||||||||||
Other employee stock activity | $ (72) | ||||||||||
Other comprehensive loss | (318) | ||||||||||
Net income attributable to Nasdaq | $ 589 | 590 | |||||||||
Cash dividends declared per common share | (186) | ||||||||||
Net activity related to noncontrolling interests | (1) | ||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 491,000,000 | ||||||||||
Ending balance at Jun. 30, 2022 | $ 5,851 | 1,382 | (509) | (1,905) | 6,869 | $ 5,842 | 9 | ||||
Beginning balance (in shares) at Mar. 31, 2022 | 493,000,000 | ||||||||||
Beginning balance at Mar. 31, 2022 | $ 5 | $ 1,507 | (489) | (1,670) | 6,660 | 9 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Share repurchase program (in shares) | (3,000,000) | ||||||||||
Share repurchase program | $ (166) | ||||||||||
Share-based compensation (in shares) | 1,000,000 | ||||||||||
Share-based compensation | $ 25 | ||||||||||
Other issuances of common stock, net | 16 | ||||||||||
Other employee stock activity | (20) | ||||||||||
Other comprehensive loss | (235) | ||||||||||
Net income attributable to Nasdaq | $ 307 | 307 | |||||||||
Cash dividends declared per common share | (98) | ||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 491,000,000 | ||||||||||
Ending balance at Jun. 30, 2022 | $ 5,851 | 1,382 | (509) | (1,905) | 6,869 | 5,842 | 9 | ||||
Beginning balance (in shares) at Dec. 31, 2022 | 491,592,491 | 492,000,000 | |||||||||
Beginning balance at Dec. 31, 2022 | $ 6,164 | $ 5 | $ 1,445 | $ (515) | (1,991) | 7,207 | 5,842 | 13 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Share repurchase program (in shares) | (2,610,000) | (3,000,000) | |||||||||
Share repurchase program | $ (159) | $ (159) | |||||||||
Share-based compensation (in shares) | 3,000,000 | ||||||||||
Share-based compensation | $ 60 | ||||||||||
Other issuances of common stock, net | 17 | ||||||||||
Other employee stock activity (in shares) | (1,000,000) | ||||||||||
Other employee stock activity | $ (68) | ||||||||||
Other comprehensive loss | (128) | ||||||||||
Net income attributable to Nasdaq | 567 | 568 | |||||||||
Cash dividends declared per common share | $ (206) | (206) | |||||||||
Net activity related to noncontrolling interests | (1) | ||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 491,274,775 | ||||||||||
Ending balance at Jun. 30, 2023 | $ 6,247 | 1,363 | (583) | (2,119) | 7,569 | 6,235 | 12 | ||||
Beginning balance (in shares) at Mar. 31, 2023 | 490,000,000 | ||||||||||
Beginning balance at Mar. 31, 2023 | $ 5 | $ 1,312 | $ (555) | (2,006) | 7,411 | 12 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Share-based compensation (in shares) | 2,000,000 | ||||||||||
Share-based compensation | $ 34 | ||||||||||
Other issuances of common stock, net | 17 | ||||||||||
Other employee stock activity (in shares) | (1,000,000) | ||||||||||
Other employee stock activity | $ (28) | ||||||||||
Other comprehensive loss | (113) | ||||||||||
Net income attributable to Nasdaq | $ 267 | 267 | |||||||||
Cash dividends declared per common share | (109) | ||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 491,274,775 | ||||||||||
Ending balance at Jun. 30, 2023 | $ 6,247 | $ 1,363 | $ (583) | $ (2,119) | $ 7,569 | $ 6,235 | $ 12 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Cash flows from operating activities: | |||
Net income | $ 567 | $ 589 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 134 | 132 | |
Share-based compensation | 60 | 49 | |
Deferred income taxes | 30 | 35 | |
Extinguishment of debt and bridge fees | 25 | 16 | |
Non-cash restructuring charges | 12 | 0 | |
Net income from unconsolidated investees | (3) | (15) | |
Operating lease asset impairments | 13 | 0 | |
Other reconciling items included in net income | 21 | 4 | |
Net change in operating assets and liabilities, net of effects of acquisitions: | |||
Receivables, net | 72 | (75) | |
Other assets | 10 | 25 | |
Accounts payable and accrued expenses | 14 | 6 | |
Section 31 fees payable to SEC | (60) | 113 | |
Accrued personnel costs | (85) | (83) | |
Deferred revenue | 189 | 195 | |
Other liabilities | (20) | (11) | |
Net cash provided by operating activities | 979 | 980 | |
Cash flows from investing activities: | |||
Purchases of securities | (411) | (201) | |
Proceeds from sales and redemptions of securities | 296 | 222 | |
Acquisition of businesses, net of cash and cash equivalents acquired | 0 | (41) | |
Purchases of property and equipment | (79) | (77) | |
Investments related to default funds and margin deposits, net | [1] | (103) | (202) |
Other investing activities | 5 | 55 | |
Net cash used in investing activities | (292) | (244) | |
Cash flows from financing activities: | |||
Repayments of commercial paper, net | (524) | (1) | |
Repayments of debt and credit commitment | 0 | (499) | |
Payment of debt extinguishment cost and bridge fees | (25) | (16) | |
Proceeds from issuances of debt, net of issuance costs | 5,016 | 541 | |
Dividends paid | (206) | (186) | |
Payments related to employee shares withheld for taxes | (68) | (72) | |
Default funds and margin deposits | 364 | 3,554 | |
Other financing activities | 0 | (2) | |
Net cash provided by financing activities | 4,416 | 2,703 | |
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | (230) | (682) | |
Net increase in cash and cash equivalents and restricted cash and cash equivalents | 4,873 | 2,757 | |
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period | 6,994 | 5,496 | |
Cash and cash equivalents, restricted cash and cash equivalents at end of period | 11,867 | 8,253 | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | |||
Cash and cash equivalents | 5,347 | 454 | |
Restricted cash and cash equivalents | 23 | 30 | |
Restricted cash and cash equivalents (default funds and margin deposits) | 6,497 | 7,769 | |
Total | 11,867 | 8,253 | |
Supplemental Disclosure Cash Flow Information | |||
Interest paid | 67 | 60 | |
Income taxes paid, net of refund | 136 | 133 | |
Share repurchase program | |||
Cash flows from financing activities: | |||
Repurchase of Common Stock And ASR Agreement | (159) | (308) | |
Proceeds received from employee stock activity and other issuances | 18 | 17 | |
ASR agreement | |||
Cash flows from financing activities: | |||
Repurchase of Common Stock And ASR Agreement | $ 0 | $ (325) | |
[1]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 | 6 Months Ended |
Jun. 30, 2023 | |
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 corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence. In September 2022, we announced a new organizational structure which aligns our businesses more closely with the foundational shifts that are driving the evolution of the global financial system. In order to amplify our strategy, we aligned the Company more closely with evolving client needs. As a result, our four previous business segments, Market Technology, Investment Intelligence, Corporate Platforms and Market Services, have been changed to align with our new corporate structure that now includes three business segments: Capital Access Platforms, Market Platforms, and Anti-Financial Crime. Market Platforms Our Market Platforms segment includes our Trading Services and Marketplace Technology businesses. Our Trading Services business primarily includes revenues from equity derivatives trading, cash equity trading, Nordic fixed income trading & clearing, Nordic commodities and U.S. Tape plans data. 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 2023, we entered into an agreement to sell our European energy trading and clearing business, subject to regulatory approval. Beginning in the third quarter of 2023, we will reflect revenues from this business in Other Revenues in the Condensed Consolidated Statements of Income for all periods, and in our Corporate segment for our segment disclosures. 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. Our Trading Services business also includes our carbon removal offering through Puro.earth, a Finnish-based leading carbon crediting platform, in which Nasdaq holds a majority stake. Our Marketplace Technology business includes our trade management services and our market technology businesses. Trade management services provides market participants with a wide variety of alternatives for connecting to and accessing our markets for a fee. Our marketplaces may be accessed via a number of different protocols used for quoting, order entry, trade reporting and connectivity to various data feeds. We also provide colocation services to market participants, whereby we offer firms cabinet space and power to house their own equipment and servers within our data centers. Additionally, we offer a number of wireless connectivity offerings between select data centers using millimeter wave and microwave technology. In June 2022, we completed the wind-down of our Nordic broker services business. Our market technology business 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. Capital Access Platforms Our Capital Access Platforms segment includes our Data & Listing Services, Index and Workflow & Insights businesses. Our 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 and other venues, as well as internet portals and data distributors. Our 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 provides a flexible and efficient method of delivery for real-time exchange data and other financial information. Our Listing Services business operates in the U.S. and Europe on 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. As of June 30, 2023, there were 4,106 total listings on The Nasdaq Stock Market, including 547 ETPs. The combined market capitalization was approximately $24.6 trillion. In Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 1,249 listed companies with a combined market capitalization of approximately $1.9 trillion. Our Index business develops and licenses Nasdaq-branded indexes and financial products. We also license cash-settled options, futures and options on futures on our indexes. As of June 30, 2023, 386 ETPs listed on 26 exchanges in over 20 countries tracked a Nasdaq index and accounted for $418 billion in AUM. Workflow & Insights includes our analytics and corporate solutions businesses. Our analytics business provides asset managers, investment consultants and institutional asset owners with information and analytics to make data-driven investment decisions, deploy their resources more productively, and provide liquidity solutions for private funds. Through our eVestment and Solovis solutions, 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 our 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. Our corporate solutions business includes our Investor Relations Intelligence, ESG Solutions and Governance Solutions products, which serve 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, and various non-profit organizations to hospitals and healthcare 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 consulting services. In June 2022, we acquired Metrio, a provider of ESG data collection, analytics and reporting services based in Montreal, Canada. We are integrating Metrio’s SaaS platform into our suite of ESG solutions. Anti-Financial Crime Our Anti-Financial Crime segment provides cloud-based anti-financial crime management solutions to help financial institutions detect, investigate, and report money laundering and financial fraud. This segment also includes Nasdaq Trade Surveillance, a SaaS solution designed for brokers and other market participants to assist them in complying with market rules, regulations and internal market surveillance policies, as well as Nasdaq Market Surveillance, a market surveillance solution for markets and regulators. |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 6 Months Ended |
Jun. 30, 2023 | |
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. 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 | 6 Months Ended |
Jun. 30, 2023 | |
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 six months ended June 30, 2023 and 2022: Three Months Ended June 30, 2023 2022 (in millions) Market Platforms Trading Services, net $ 250 $ 252 Marketplace Technology 147 140 Capital Access Platforms Data & Listing Services 187 183 Index 129 124 Workflow & Insights 122 115 Anti-Financial Crime 89 75 Other revenues 1 4 Revenues less transaction-based expenses $ 925 $ 893 Six Months Ended June 30, 2023 2022 (in millions) Market Platforms Trading Services, net $ 518 $ 516 Marketplace Technology 292 272 Capital Access Platforms Data & Listing Services 373 365 Index 239 246 Workflow & Insights 242 230 Anti-Financial Crime 173 147 Other revenues 1 9 Revenues less transaction-based expenses $ 1,838 $ 1,785 Substantially all revenues from the Capital Access Platforms and Anti-Financial Crime segments as well as our Marketplace Technology business were recognized over time for the three and six months ended June 30, 2023 and 2022. For the three and six months ended June 30, 2023 and 2022 approximately 92.9% and 93.8%, respectively, of Trading Services revenues were recognized at a point in time and 7.1% and 6.2%, 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 $12 million as of June 30, 2023 and $15 million as of December 31, 2022. There were no material upward or downward adjustments to the allowance during the six months ended June 30, 2023 . We do not have obligations for warranties, returns or refunds to customers. For the majority of our contracts with customers, except for our market 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 June 30, 2023 . 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 Annual and Initial Listings, Workflow & Insights, Market Technology and Anti-Financial Crime 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, Anti-Financial Crime, and Workflow & Insights 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 June 30, 2023: Market Technology Anti-Financial Crime Workflow & Insights Total (in millions) Remainder of 2023 $ 92 $ 209 $ 77 $ 378 2024 164 332 108 604 2025 131 131 51 313 2026 101 51 14 166 2027 68 14 9 91 2028+ 119 6 2 127 Total $ 675 $ 743 $ 261 $ 1,679 Deferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the six months ended June 30, 2023 are reflected in the following table: Balance at December 31, 2022 Additions Revenue Recognized Adjustments Balance at June 30, 2023 (in millions) Market Platforms: Market Technology $ 29 $ 18 $ (22) $ (1) $ 24 Capital Access Platforms: Initial Listings 116 9 (20) — 105 Annual Listings 2 182 (1) (1) 182 Workflow & Insights 172 131 (119) — 184 Anti-Financial Crime 108 91 (82) — 117 Other 21 11 (8) — 24 Total $ 448 $ 442 $ (252) $ (2) $ 636 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 our non-U.S. listing of additional shares fees and our Index business. These fees are included in our Capital Access Platforms segment. As of June 30, 2023, we estimate that our deferred revenue will be recognized in the following years: Fiscal year ended: 2023 2024 2025 2026 2027 2028+ Total (in millions) Market Platforms: Market Technology $ 21 $ 3 $ — $ — $ — $ — $ 24 Capital Access Platforms: Initial Listings 21 32 23 18 9 2 105 Annual Listings 182 — — — — — 182 Workflow & Insights 139 45 — — — — 184 Anti-Financial Crime 88 29 — — — — 117 Other 11 7 4 2 — — 24 Total $ 462 $ 116 $ 27 $ 20 $ 9 $ 2 $ 636 In the above table, the amounts shown under the column for 2023 represent the remaining six months of 2023. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | ACQUISITIONS 2023 Announced Acquisition In June 2023, we entered into a definitive agreement to acquire Adenza Holdings, Inc., or Adenza, a provider of mission-critical risk management and regulatory software to the financial services industry, for $10.5 billion, comprised of $5.75 billion in cash and a fixed amount of 85.6 million shares of Nasdaq common stock, based on the volume-weighted average price per share over 15 consecutive trading days prior to signing. Nasdaq issued $5.0 billion of debt and entered into a $600 million term loan and will use the proceeds for the cash portion of the consideration. See “Financing of the Adenza Transaction” and “Acquisition Term Loan Agreement” of Note 8, “Debt Obligations,” for further discussion. At the closing of the transaction, Nasdaq will issue the shares to Thoma Bravo, the sole shareholder of Adenza. These shares will represent approximately 14.9% of the outstanding shares of Nasdaq as of the date of the merger agreement. As previously announced, at the closing of the transaction, Nasdaq and Thoma Bravo will enter into a stockholders' agreement providing for certain post-closing governance arrangements with respect to the Nasdaq shares to be received by Thoma Bravo in the transaction. For further discussion on the rights of common stockholders refer to “Common Stock” of Note 11, “Nasdaq Stockholders' Equity.” The closing of this transaction is subject to regulatory approvals and other customary closing conditions. 2022 Acquisition In June 2022, we acquired Metrio, a provider of ESG data collection, analytics and reporting services based in Montreal, Canada. We are integrating Metrio’s SaaS platform into our suite of ESG solutions. Metrio is part of our Workflow & Insights business in our Capital Access Platforms segment. Pro Forma Results and Acquisition-Related Costs The condensed consolidated financial statements for the six months ended June 30, 2023 include the financial results of the 2022 acquisition from the date of the acquisition. Pro forma financial results have not been presented since this acquisition was 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. For the three and six months ended June 30, 2023 these costs primarily related to our planned acquisition of Adenza and mainly included fees for the transaction bridge financing, which was subsequently terminated, consulting and legal fees. Subject to the closing of the Adenza acquisition we expect to incur customary costs related to transaction advisors which will be included in merger and strategic initiatives expense in the Condensed Consolidated Statements of Income. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
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 six months ended June 30, 2023: (in millions) Market Platforms Balance at December 31, 2022 $ 2,912 Foreign currency translation adjustments (50) Balance at June 30, 2023 $ 2,862 Capital Access Platforms Balance at December 31, 2022 $ 4,178 Foreign currency translation adjustments (27) Balance at June 30, 2023 $ 4,151 Anti-Financial Crime Balance at December 31, 2022 $ 1,009 Foreign currency translation adjustments (2) Balance at June 30, 2023 $ 1,007 Total Balance at December 31, 2022 $ 8,099 Foreign currency translation adjustments (79) Balance at June 30, 2023 $ 8,020 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 six months ended June 30, 2023 and 2022; 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: June 30, 2023 December 31, 2022 Finite-Lived Intangible Assets (in millions) Gross Amount Technology $ 304 $ 304 Customer relationships 2,005 2,005 Trade names and other 57 60 Foreign currency translation adjustment (220) (209) Total gross amount $ 2,146 $ 2,160 Accumulated Amortization Technology $ (119) $ (97) Customer relationships (833) (778) Trade names and other (16) (17) Foreign currency translation adjustment 131 120 Total accumulated amortization $ (837) $ (772) Net Amount Technology $ 185 $ 207 Customer relationships 1,172 1,227 Trade names and other 41 43 Foreign currency translation adjustment (89) (89) Total finite-lived intangible assets $ 1,309 $ 1,388 Indefinite-Lived Intangible Assets Exchange and clearing registrations $ 1,257 $ 1,257 Trade names 121 121 Licenses 52 52 Foreign currency translation adjustment (249) (237) Total indefinite-lived intangible assets $ 1,181 $ 1,193 Total intangible assets, net $ 2,490 $ 2,581 There was no impairment of indefinite-lived intangible assets for the three and six months ended June 30, 2023 and 2022. The following table presents our amortization expense for acquired finite-lived intangible assets: Three Months Ended June 30, 2023 2022 (in millions) Amortization expense $ 37 $ 39 Six Months Ended June 30, 2023 2022 (in millions) Amortization expense $ 75 $ 78 The table below presents the estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $89 million as of June 30, 2023) of acquired finite-lived intangible assets as of June 30, 2023: (in millions) Remainder of 2023 $ 80 2024 153 2025 151 2026 148 2027 147 2028+ 719 Total $ 1,398 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | INVESTMENTS The following table presents the details of our investments: June 30, 2023 December 31, 2022 (in millions) Financial investments $ 288 $ 181 Equity method investments 390 390 Equity securities 78 86 Financial Investments Financial investments are comprised of trading securities, primarily highly rated European government debt securities, of which $156 million as of June 30, 2023 and $161 million as of December 31, 2022 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 June 30, 2023 and 2022, 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 six months ended June 30, 2023 and 2022. Net income (loss) recognized from our equity interest in the earnings and losses of these equity method investments, primarily OCC and Nasdaq Private Market, LLC or NPM, was $(11) million and $9 million for the three months ended June 30, 2023 and 2022, respectively, and $3 million and $15 million for the six months ended June 30, 2023 and 2022, respectively. 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 six months ended June 30, 2023 and 2022. As of June 30, 2023 and December 31, 2022 , our equity securities primarily represent various strategic investments made through our corporate venture program. |
Deferred Revenue
Deferred Revenue | 6 Months Ended |
Jun. 30, 2023 | |
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 six months ended June 30, 2023 and 2022: Three Months Ended June 30, 2023 2022 (in millions) Market Platforms Trading Services, net $ 250 $ 252 Marketplace Technology 147 140 Capital Access Platforms Data & Listing Services 187 183 Index 129 124 Workflow & Insights 122 115 Anti-Financial Crime 89 75 Other revenues 1 4 Revenues less transaction-based expenses $ 925 $ 893 Six Months Ended June 30, 2023 2022 (in millions) Market Platforms Trading Services, net $ 518 $ 516 Marketplace Technology 292 272 Capital Access Platforms Data & Listing Services 373 365 Index 239 246 Workflow & Insights 242 230 Anti-Financial Crime 173 147 Other revenues 1 9 Revenues less transaction-based expenses $ 1,838 $ 1,785 Substantially all revenues from the Capital Access Platforms and Anti-Financial Crime segments as well as our Marketplace Technology business were recognized over time for the three and six months ended June 30, 2023 and 2022. For the three and six months ended June 30, 2023 and 2022 approximately 92.9% and 93.8%, respectively, of Trading Services revenues were recognized at a point in time and 7.1% and 6.2%, 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 $12 million as of June 30, 2023 and $15 million as of December 31, 2022. There were no material upward or downward adjustments to the allowance during the six months ended June 30, 2023 . We do not have obligations for warranties, returns or refunds to customers. For the majority of our contracts with customers, except for our market 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 June 30, 2023 . 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 Annual and Initial Listings, Workflow & Insights, Market Technology and Anti-Financial Crime 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, Anti-Financial Crime, and Workflow & Insights 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 June 30, 2023: Market Technology Anti-Financial Crime Workflow & Insights Total (in millions) Remainder of 2023 $ 92 $ 209 $ 77 $ 378 2024 164 332 108 604 2025 131 131 51 313 2026 101 51 14 166 2027 68 14 9 91 2028+ 119 6 2 127 Total $ 675 $ 743 $ 261 $ 1,679 Deferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the six months ended June 30, 2023 are reflected in the following table: Balance at December 31, 2022 Additions Revenue Recognized Adjustments Balance at June 30, 2023 (in millions) Market Platforms: Market Technology $ 29 $ 18 $ (22) $ (1) $ 24 Capital Access Platforms: Initial Listings 116 9 (20) — 105 Annual Listings 2 182 (1) (1) 182 Workflow & Insights 172 131 (119) — 184 Anti-Financial Crime 108 91 (82) — 117 Other 21 11 (8) — 24 Total $ 448 $ 442 $ (252) $ (2) $ 636 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 our non-U.S. listing of additional shares fees and our Index business. These fees are included in our Capital Access Platforms segment. As of June 30, 2023, we estimate that our deferred revenue will be recognized in the following years: Fiscal year ended: 2023 2024 2025 2026 2027 2028+ Total (in millions) Market Platforms: Market Technology $ 21 $ 3 $ — $ — $ — $ — $ 24 Capital Access Platforms: Initial Listings 21 32 23 18 9 2 105 Annual Listings 182 — — — — — 182 Workflow & Insights 139 45 — — — — 184 Anti-Financial Crime 88 29 — — — — 117 Other 11 7 4 2 — — 24 Total $ 462 $ 116 $ 27 $ 20 $ 9 $ 2 $ 636 In the above table, the amounts shown under the column for 2023 represent the remaining six months of 2023. |
Debt Obligations
Debt Obligations | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt Obligations | DEBT OBLIGATIONS The following table presents the carrying amounts of our debt outstanding, net of unamortized debt issuance costs: June 30, 2023 December 31, 2022 (in millions) Short-term debt: Commercial paper $ 140 $ 664 Long-term debt - senior unsecured notes: 2025 Notes, $500 million, 5.650% notes due June 28, 2025 497 — 2026 Notes, $500 million, 3.850% notes due June 30, 2026 499 498 2028 Notes, $1 billion, 5.350% notes due June 28, 2028 992 — 2029 Notes, €600 million, 1.75% notes due March 28, 2029 650 637 2030 Notes, €600 million, 0.875% notes due February 13, 2030 650 637 2031 Notes, $650 million, 1.650% notes due January 15, 2031 644 644 2032 Notes, €750 million, 4.500% notes due February 15, 2032 810 — 2033 Notes, €615 million, 0.900% notes due July 30, 2033 666 653 2034 Notes $1.25 billion, 5.550% notes due February 15, 2034 1,240 — 2040 Notes, $650 million, 2.500% notes due December 21, 2040 644 644 2050 Notes, $500 million, 3.250% notes due April 28, 2050 487 486 2052 Notes, $550 million, 3.950% notes due March 7, 2052 541 541 2053 Notes, $750 million, 5.950% notes due August 15, 2053 739 — 2063 Notes, $750 million, 6.100% notes due June 28, 2063 738 — 2022 Revolving Credit Agreement (5) (5) Total long-term debt $ 9,792 $ 4,735 Total debt obligations $ 9,932 $ 5,399 Commercial Paper Program Our U.S. dollar commercial paper program is supported by our 2022 Revolving Credit Agreement, which provides liquidity support for the repayment of commercial paper issued through this program. See “2022 Revolving Credit Agreement” 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. As of June 30, 2023, commercial paper notes in the table above reflect the aggregate principal amount, less the unamortized discount, which is being accreted through interest expense over the life of the applicable notes. The original maturities of these notes range from 70 days to 91 days and as of June 30, 2023, the weighted-average maturity is 16 days with a weighted-average effective interest rate of 5.28% per annum. Senior Unsecured Notes Our 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 June 30, 2023, 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. The accretion of these costs is immaterial for the six months ended June 30, 2023. Our Euro denominated notes are adjusted for 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. The 2029 Notes, 2030 Notes, 2032 Notes and 2033 Notes pay interest annually. All other notes pay interest semi-annually. The U.S senior unsecured notes coupon rates may vary with Nasdaq’s debt rating, to the extent Nasdaq is downgraded below investment grade, up to an upward rate adjustment not to exceed 2%. Net Investment Hedge Our Euro denominated 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. Accordingly, the remeasurement of these notes is recorded in accumulated other comprehensive loss within Nasdaq's stockholders’ equity in the Condensed Consolidated Balance Sheets. As of June 30, 2023, the impact of the translation of our Euro denominated notes was $39 million. Financing of the Adenza Transaction Senior Unsecured Notes In June 2023, Nasdaq issued a series of six notes for total proceeds of $5,016 million, net of debt issuance costs, with various maturity dates ranging from 2025 to 2063. The net proceeds from these notes will be used to finance the majority of the cash consideration due in connection with the Adenza acquisition. The notes issued in connection with the Adenza financing (the 2025 Notes, 2028 Notes, the 2032 Notes, the 2034 Notes, the 2053 Notes and the 2063 Notes) are subject to a special mandatory redemption feature pursuant to which we will be required to redeem all of the outstanding notes at a redemption price equal to 101% of the aggregate principal amount of all the notes, plus accrued and unpaid interest, in the event that either Nasdaq notifies the trustee in respect of such notes that Nasdaq will no longer pursue the Adenza acquisition or that the closing of the Adenza acquisition does not occur on or before the later of (i) the date that is five business days after September 10, 2024 and (ii) the date that is five business days after any later date to which the seller and Nasdaq mutually agree to extend. For further discussion of the Adenza acquisition, see “2023 Announced Acquisition,” of Note 4, “Acquisitions.” Acquisition Term Loan Agreement In June 2023, in connection with the financing of the Adenza acquisition, we entered into a term loan credit agreement, or the Acquisition Term Loan Agreement. The Acquisition Term Loan Agreement provides us with the ability to borrow up to $600 million to finance a portion of the cash consideration for the Adenza acquisition, for repayment of certain debt of Adenza and its subsidiaries, and to pay fees, costs and expenses related to the transaction. Under the Acquisition Term Loan Agreement, borrowings bear interest on the principal amount outstanding at a variable interest rate based on either the SOFR or the base rate (or other applicable rate with respect to non-dollar borrowings), plus an applicable margin that varies with Nasdaq's credit rating. As of June 30, 2023, no amounts were outstanding. Credit Facilities 2022 Revolving Credit Agreement 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). We amended and restated the 2020 Credit Facility in December 2022 with a new maturity date of December 16, 2027. Nasdaq intends to use funds available under the 2022 Revolving Credit Agreement 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 2022 Revolving Credit Agreement at any time in whole or in part, without penalty. As of June 30, 2023, no amounts were outstanding on the 2022 Revolving Credit Agreement. The $(5) 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 SOFR (or a successor rate to SOFR), the base rate (as defined in the 2022 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 0.100% to 0.250%, 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 six months ended June 30, 2023 and 2022. The 2022 Revolving Credit Agreement 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 2022 Revolving Credit Agreement includes an option for Nasdaq to increase the available aggregate amount by up to $750 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 $178 million as of June 30, 2023 and $184 million as of December 31, 2022 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 six months ended June 30, 2023 and 2022. These facilities include customary affirmative and negative operating covenants and events of default. Debt Covenants As of June 30, 2023, we were in compliance with the covenants of all of our debt obligations. |
Retirement Plans
Retirement Plans | 6 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Retirement Plans | RETIREMENT PLANS Defined Contribution Savings Plan We sponsor a 401(k) plan, 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. The following table presents the savings plan expense for the three and six months ended June 30, 2023 and 2022, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in millions) Savings Plan expense $ 5 $ 4 $ 10 $ 8 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 following table presents the total expense for these plans for the three and six months ended June 30, 2023 and 2022, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in millions) Retirement Plans expense $ 7 $ 6 $ 13 $ 12 Nonqualified Deferred Compensation Plan |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | SHARE-BASED COMPENSATION We 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 six months ended June 30, 2023 and 2022, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in millions) Share-based compensation expense before income taxes $ 34 $ 25 $ 60 $ 49 Common Shares Available Under Our Equity Plan As of June 30, 2023, we had approximately 24.7 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% on the first anniversary of the grant date, 33% on the second anniversary of the grant date, and the remainder on the third anniversary of the grant date. Restricted stock awards granted to employees at or above the manager level generally vest 33% on the second anniversary of the grant date, 33% on the third anniversary of the grant date, and the remainder on the fourth anniversary of the grant date. Summary of Restricted Stock Activity The following table summarizes our restricted stock activity for the six months ended June 30, 2023: Restricted Stock Number of Awards Weighted-Average Grant Date Fair Value Unvested at December 31, 2022 4,380,513 $ 45.48 Granted 1,642,971 52.63 Vested (1,548,315) 36.40 Forfeited (163,113) 49.67 Unvested at June 30, 2023 4,312,056 $ 51.32 As of June 30, 2023, $144 million of total unrecognized compensation cost related to restricted stock is expected to be recognized over a weighted-average period of 1.9 years. PSUs We grant three-year PSUs to certain eligible employees. PSUs are based on performance measures that impact the amount of shares that each recipient will receive upon vesting. Each eligible individual receives PSUs, subject to the satisfaction of applicable market performance conditions, with a three-year cumulative performance period that vest at the end of the performance period and which settle in shares of our common stock. 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 2020 with a three-year performance period exceeded the applicable performance parameters. As a result, an additional 764,748 units above the original target were granted in the first quarter of 2023 and were fully vested upon issuance. The following weighted-average assumptions were used to determine the weighted-average fair values of the outstanding PSU awards granted under the three-year PSU program during the six months ended June 30, 2023 and 2022: Grant date April 3, 2023 April 1, 2022 Weighted-average risk-free interest rate 3.75 % 2.55 % Expected volatility 23.88 % 30.30 % Weighted-average grant date share price $ 54.40 $ 60.64 Weighted-average fair value at grant date $ 52.56 $ 63.50 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 six months ended June 30, 2023: PSUs Number of Awards Weighted-Average Grant Date Fair Value Unvested at December 31, 2022 1,966,542 $ 56.44 Granted 1,513,538 44.78 Vested (1,529,496) 37.17 Forfeited (20,455) 63.98 Unvested at June 30, 2023 1,930,129 $ 62.18 In the table above, the granted amount also includes additional awards granted based on overachievement of performance parameters. As of June 30, 2023, total unrecognized compensation cost related to the PSU program is $63 million and is expected to be recognized over a weighted-average period of 1.6 years. Stock Options We had no stock option activity for the six months ended June 30, 2023. A summary of our outstanding and exercisable stock options at June 30, 2023 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 June 30, 2023 1,420,323 $ 41.79 5.7 $ 22 Exercisable at June 30, 2023 806,451 $ 22.23 3.5 $ 22 As of June 30, 2023, the aggregate pre-tax intrinsic value of the outstanding and exercisable stock options in the above table was $22 million and represents the difference between our closing stock price on June 30, 2023 of $49.85 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 June 30, 2022, 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 11.7 million shares of our common stock were available for future issuance as of June 30, 2023. 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. |
Nasdaq Stockholders_ Equity
Nasdaq Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Nasdaq Stockholders' Equity | NASDAQ STOCKHOLDERS' EQUITY Common Stock As of June 30, 2023, 900,000,000 shares of our common stock were authorized, 514,060,903 shares were issued and 491,274,775 shares were outstanding. As of December 31, 2022, 900,000,000 shares of our common stock were authorized, 513,157,630 shares were issued and 491,592,491 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 22,786,128 shares of common stock in treasury as of June 30, 2023 and 21,565,139 shares as of December 31, 2022, 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 June 30, 2023, the remaining aggregate authorized amount under the existing share repurchase program was $491 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, reported based on settlement date, for the six months ended June 30, 2023: Six Months Ended June 30, 2023 Number of shares of common stock repurchased 2,610,000 Average price paid per share $ 61.08 Total purchase price (in millions) $ 159 In the table above, the number of shares of common stock repurchased excludes an aggregate of 1,220,989 shares withheld upon the vesting of restricted stock and PSUs for the six months ended June 30, 2023. As discussed above in “Common Stock in Treasury, at Cost,” shares repurchased under our share repurchase program are currently retired and cancelled. Preferred Stock Our certificate of incorporation authorizes the issuance of 30,000,000 shares of preferred stock, par value $0.01 per share, issuable from time to time in one or more series. As of June 30, 2023 and December 31, 2022, no shares of preferred stock were issued or outstanding. Cash Dividends on Common Stock During the first six months of 2023, 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 24, 2023 $ 0.20 March 17, 2023 $ 97 March 31, 2023 April 18, 2023 0.22 June 16, 2023 109 June 30, 2023 $ 206 The total amount paid of $206 million was recorded in retained earnings within Nasdaq's stockholders' equity in the Condensed Consolidated Balance Sheets at June 30, 2023. In July 2023, the board of directors approved a regular quarterly cash dividend of $0.22 per share on our outstanding common stock. The dividend is payable on September 29, 2023 to shareholders of record at the close of business on September 15, 2023. The estimated aggregate payment of this dividend is $108 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 | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 2022 Numerator: (in millions, except share and per share amounts) Net income attributable to common shareholders $ 267 $ 307 Denominator: Weighted-average common shares outstanding for basic earnings per share 490,778,304 492,235,377 Weighted-average effect of dilutive securities - Employee equity awards 2,852,781 4,344,750 Weighted-average common shares outstanding for diluted earnings per share 493,631,085 496,580,127 Basic and diluted earnings per share: Basic earnings per share $ 0.54 $ 0.62 Diluted earnings per share $ 0.54 $ 0.62 Six Months Ended June 30, 2023 2022 Numerator: (in millions, except share and per share amounts) Net income attributable to common shareholders $ 568 $ 590 Denominator: Weighted-average common shares outstanding for basic earnings per share 490,357,081 493,681,821 Weighted-average effect of dilutive securities - Employee equity awards 3,845,307 5,472,414 Weighted-average common shares outstanding for diluted earnings per share 494,202,388 499,154,235 Basic and diluted earnings per share: Basic earnings per share $ 1.16 $ 1.20 Diluted earnings per share $ 1.15 $ 1.18 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 | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 and December 31, 2022. June 30, 2023 Total Level 1 Level 2 Level 3 (in millions) European government debt securities $ 144 $ 144 $ — $ — State-owned enterprises and municipal securities 120 — 120 — Swedish mortgage bonds 19 — 19 — Corporate debt securities 5 — 5 — Total assets at fair value $ 288 $ 144 $ 144 $ — December 31, 2022 Total Level 1 Level 2 Level 3 (in millions) European government debt securities $ 147 $ 147 $ — $ — State-owned enterprises and municipal securities 7 — 7 — Swedish mortgage bonds 20 — 20 — Corporate debt securities 7 — 7 — Total assets at fair value $ 181 $ 147 $ 34 $ — 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 June 30, 2023, 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 2022 Revolving Credit Agreement, 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 June 30, 2023, we had no outstanding borrowings under our 2022 Revolving Credit Agreement. 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 June 30, 2023, we had $140 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 $9.0 billion as of June 30, 2023 and $4.4 billion as of December 31, 2022. 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 June 30, 2023 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 June 30, 2023 and December 31, 2022, there were no non-financial assets measured at fair value on a non-recurring basis. |
Clearing Operations
Clearing Operations | 6 Months Ended |
Jun. 30, 2023 | |
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. In June 2023, we entered into an agreement to sell our European energy trading and clearing business, subject to regulatory approval. 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. Default Fund Contributions and Margin Deposits As of June 30, 2023, clearing member default fund contributions and margin deposits were as follows: June 30, 2023 Cash Contributions Non-Cash Contributions Total Contributions (in millions) Default fund contributions $ 1,187 $ 209 $ 1,396 Margin deposits 5,947 5,434 11,381 Total $ 7,134 $ 5,643 $ 12,777 Of the total default fund contributions of $1,396 million, Nasdaq Clearing can utilize $1,284 million as capital resources in the event of a counterparty default. The remaining balance of $112 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 one year or less, reverse repurchase agreements and multilateral development bank debt securities. Investments in reverse repurchase agreements range in maturity from 3 to 7 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 $7,134 million as of June 30, 2023 and $7,021 million as of December 31, 2022, in accordance with its investment policy as follows: June 30, 2023 December 31, 2022 (in millions) Demand deposits $ 5,226 $ 4,775 Central bank certificates 1,271 1,695 Restricted cash and cash equivalents $ 6,497 $ 6,470 European government debt securities 130 222 Reverse repurchase agreements 447 192 Multilateral development bank debt securities 60 137 Investments $ 637 $ 551 Total $ 7,134 $ 7,021 In the table above, the change from December 31, 2022 to June 30, 2023 includes currency translation adjustments of $234 million for restricted cash and cash equivalents and $17 million for investments. For the six months ended June 30, 2023 and 2022, investments related to default funds and margin deposits, net includes purchases of investment securities of $19,956 million and $17,539 million, respectively, and proceeds from sales and redemptions of investment securities of $19,853 million and $17,337 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 June 30, 2023, Nasdaq Clearing committed capital totaling $120 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 June 30, 2023. 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 $40 million as of June 30, 2023; • 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 $17 million as of June 30, 2023. 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. In addition to the capital held to withstand counterparty defaults described above, Nasdaq Clearing also has committed capital of $63 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: June 30, 2023 (in millions) Commodity and seafood options, futures and forwards $ 340 Fixed-income options and futures 2,162 Stock options and futures 158 Index options and futures 26 Total $ 2,686 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 six months ended June 30, 2023 and 2022: Six Months Ended June 30, 2023 2022 Commodity and seafood options, futures and forwards 111,406 182,341 Fixed-income options and futures 9,765,001 12,287,280 Stock options and futures 10,695,634 8,980,694 Index options and futures 21,203,826 23,463,638 Total 41,775,867 44,913,953 In the table above, the total volume in cleared power related to commodity contracts was 162 Terawatt hours (TWh) and 250 TWh for the six months ended June 30, 2023 and 2022, respectively. Resale and Repurchase Agreements Contracts Outstanding and Cleared The outstanding contract value of resale and repurchase agreements was $2.4 billion and $3.0 billion as of June 30, 2023 and 2022, respectively. The total number of resale and repurchase agreements contracts cleared was 2,418,638 and 3,117,583 for the six months ended June 30, 2023 and 2022, respectively. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 December 31, 2022 (in millions) Assets: Operating lease assets Operating lease assets $ 410 $ 444 Liabilities: Current lease liabilities Other current liabilities $ 58 $ 54 Non-current lease liabilities Operating lease liabilities 427 452 Total lease liabilities $ 485 $ 506 The following table summarizes Nasdaq's lease cost: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in millions) Operating lease cost $ 22 $ 19 $ 50 $ 38 Variable lease cost 11 7 23 16 Sublease income (1) (1) (2) (2) Total lease cost $ 32 $ 25 $ 71 $ 52 In the table above, operating lease costs include short-term lease cost, which was immaterial. In the first quarter of 2023, we initiated a review of our real estate and facility capacity requirements due to our new and evolving work models. As a result of this ongoing review, for the three months ended June 30, 2023 we recorded impairment charges of $5 million, of which $3 million related to operating lease asset impairment and is included in operating lease cost in the table above and $2 million related to exit costs and is included in variable lease cost in the table above. For the six months ended June 30, 2023, we recorded impairment charges of $23 million, of which $13 million related to operating lease asset impairment and is included in operating lease cost in the table above, $5 million related to exit costs and is included in variable lease cost in the table above and $5 million related to impairment of leasehold improvements, which are recorded in depreciation and amortization expense in the Condensed Consolidated Statements of Income. We fully impaired our lease assets for locations that we vacated with no intention to sublease. Substantially all of the property, equipment and leasehold improvements associated with the vacated leased office space were fully impaired as there are no expected future cash flows for these items. 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. June 30, 2023 (in millions) Remainder of 2023 $ 37 2024 71 2025 62 2026 51 2027 48 2028+ 316 Total lease payments 585 Less: interest (100) Present value of lease liabilities $ 485 In the table above, interest is calculated using the interest rate for each lease. Present value of lease liabilities includes the current portion of $58 million. Total lease payments in the table above exclude $44 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: June 30, 2023 Weighted-average remaining lease term (in years) 10.2 Weighted-average discount rate 3.7 % The following table provides supplemental cash flow information related to Nasdaq's operating leases: Six Months Ended June 30, 2023 2022 (in millions) Cash paid for amounts included in the measurement of operating lease liabilities $ 38 $ 28 Lease assets obtained in exchange for operating lease liabilities $ 8 $ 126 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 2022 (in millions) Income tax provision $ 70 $ 90 Effective tax rate 20.8 % 22.7 % Six Months Ended June 30, 2023 2022 (in millions) Income tax provision $ 165 $ 182 Effective tax rate 22.5 % 23.6 % The lower effective tax rate for both the three and six months ended June 30, 2023, as compared to the prior year periods, was primarily due to the income tax effect on geographic mix of earnings and higher tax benefit from a favorable audit settlement. The lower effective tax rate for the three months ended June 30, 2023, was also due to a higher tax benefit from vested share-based awards. 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 and other factors, including history of pre-tax earnings and losses, are taken into account in assessing the ability to realize deferred tax assets. 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 2021 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 2021. Non-U.S. tax returns are subject to examination by the respective tax authorities for the years 2017 through 2022. 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 | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 and December 31, 2022. 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 $178 million as of June 30, 2023 and $184 million as of December 31, 2022 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. 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, and that any monetary fines or restrictions will not be material to our financial results. Accordingly, we expect to reach a settlement with OFAC during the second half of 2023 and have accrued for an immaterial 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. A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. NFX has submitted a response to the Wells Notice that contests all aspects of the CFTC staff’s position. The CFTC staff subsequently informed us that it plans to formally recommend that the CFTC authorize a civil enforcement action. We cannot predict if or when such an action will be brought, including the scope of the claims or the remedy sought, but such action could commence at any time, and the scope of claims or remedies sought could be material. We believe that NFX would have defenses to any claims if they are the same as those alleged by the CFTC staff during the Wells Notice process. We are unable to predict the ultimate outcome of this matter or the amount or type of remedies that the CFTC may seek or obtain, but any such remedies could have a material negative effect on our operating results and reputation. Accordingly, we are unable to reasonably estimate any potential loss or range of loss, and therefore, we have not accrued for a loss contingency. Other Matters Except as disclosed above and in our 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 | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Business Segments | BUSINESS SEGMENTS In 2022, we announced a new organizational structure, which aligns our businesses more closely with the foundational shifts that are driving the evolution of the global financial system. In order to amplify our strategy, we aligned the Company more closely with evolving client needs. During the fourth quarter of 2022, we began to manage, operate and provide our products and services in line with this new divisional structure. As a result, our four previous business segments, Market Technology, Investment Intelligence, Corporate Platforms and Market Services have been changed to align with our new corporate structure that includes three business segments: Market Platforms, Capital Access Platforms and Anti-Financial Crime. See Note 1, “Organization and Nature of Operations,” for further discussion of our reportable segments. This Quarterly Report on Form 10-Q presents our results in alignment with the new corporate structure. All periods presented are restated to reflect the new structure. Our management allocates resources, assesses performance and manages these businesses as three separate segments. We evaluate the performance of our segments based on several factors, of which the primary financial measure is 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 tables present certain information regarding our business segments for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, 2023 2022 Market Platforms (in millions) Total revenues $ 905 $ 1,051 Transaction-based expenses (508) (659) Revenues less transaction-based expenses 397 392 Operating income 211 217 Capital Access Platforms Total revenues 438 422 Operating income 241 241 Anti-Financial Crime Total revenues 89 75 Operating income 32 20 Corporate Items Total revenues 1 4 Operating loss (102) (66) Consolidated Total revenues $ 1,433 $ 1,552 Transaction-based expenses (508) (659) Revenues less transaction-based expenses $ 925 $ 893 Operating income $ 382 $ 412 Six Months Ended June 30, 2023 2022 Market Platforms (in millions) Total revenues $ 1,938 $ 2,090 Transaction-based expenses (1,128) (1,302) Revenues less transaction-based expenses 810 788 Operating income 440 430 Capital Access Platforms Total revenues 854 841 Operating income 467 472 Anti-Financial Crime Total revenues 173 147 Operating income 55 35 Corporate Items Total revenues 1 9 Operating loss (168) (120) Consolidated Total revenues $ 2,966 $ 3,087 Transaction-based expenses (1,128) (1,302) Revenues less transaction-based expenses $ 1,838 $ 1,785 Operating income $ 794 $ 817 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. Management does not consider these items 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 the below items provide management with a useful representation of our segments' ongoing activity in each period. 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. • 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. The increase for the three and six months ended June 30, 2023 compared to the same periods in 2022 primarily reflects higher expenses related to the announced Adenza acquisition. • Restructuring charges: In October 2022, following our September 2022 announcement to realign our segments and leadership, we initiated a divisional alignment program with a focus on realizing the full potential of this structure. See Note 19, “Restructuring Charges,” for further discussion of this plan. • Revenues and expenses - divested businesses: For the three and six months ended June 30, 2022 these amounts include revenues related to our Nordic broker services business, for which we completed the wind-down in June 2022. Prior to the closing of the transaction, these revenues were included in our Market Platforms results. For the three and six months ended June 30, 2023 and 2022, other revenues also include a transitional services agreement associated with a divested business. • 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. Other items primarily include: ◦ for the three and six months ended June 30, 2023 impairment charges related to our lease assets and leasehold improvements associated with vacating certain leased office space which are recorded in occupancy expense and depreciation and amortization expense in our Condensed Consolidated Statements of Income; ◦ for the three and six months ended June 30, 2023, other items include insurance recoveries related to certain legal matters, which are recorded in professional and contract services and general, administrative and other expense in the Condensed Consolidated Statements of Income; and ◦ for the three and six months ended June 30, 2022, other items primarily include a loss on extinguishment of debt, which is recorded in general administrative and other expense in the Condensed Consolidated Statements of Income. The following table summarizes our Corporate Items: Three Months Ended June 30, 2023 2022 (in millions) Revenues - divested businesses $ 1 $ 4 Expenses: Amortization expense of acquired intangible assets $ 37 $ 39 Merger and strategic initiatives expense 45 12 Restructuring charges 14 — Lease asset impairments 5 — Extinguishment of debt — 16 Expenses - divested businesses 1 2 Other 1 1 Total expenses 103 70 Operating loss $ (102) $ (66) Six Months Ended June 30, 2023 2022 (in millions) Revenues - divested businesses $ 1 $ 9 Expenses: Amortization expense of acquired intangible assets 75 78 Merger and strategic initiatives expense 47 27 Restructuring charges 33 — Lease asset impairments 23 — Extinguishment of debt — 16 Expenses - divested businesses 1 2 Other (10) 6 Total expenses 169 129 Operating loss $ (168) $ (120) |
Restructuring Charges
Restructuring Charges | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | RESTRUCTURING CHARGES In October 2022, following our September 2022 announcement to realign our segments and leadership, we initiated a divisional alignment program with a focus on realizing the full potential of this structure. In connection with the program, we expect to incur $115 million to $145 million in pre-tax charges principally related to employee-related costs, consulting, asset impairments and contract terminations over a two-year period. Costs related to the divisional alignment program will be recorded as restructuring charges in the Condensed Consolidated Statements of Income. The following table presents a summary of the divisional alignment program charges for the three and six months ended June 30, 2023 as well as total program costs incurred since the initiation in October 2022. Three Months Ended Six Months Ended Total Program Costs Incurred (in millions) Asset impairment charges $ — $ 12 $ 20 Consulting services 7 10 13 Employee-related costs 4 7 10 Other 3 4 5 Total restructuring charges $ 14 $ 33 $ 48 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 267 | $ 307 | $ 568 | $ 590 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation and Pri_2
Basis of Presentation and Principles of Consolidation (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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. |
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. |
Subsequent Events | Subsequent EventsThere have been no subsequent events through the issuance date of this Quarterly Report on Form 10-Q that would require disclosure in, or adjustment to, the condensed consolidated financial statements. |
Revenue From Contracts With C_2
Revenue From Contracts With Customers (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following tables summarize the disaggregation of revenue by major product and service and by segment for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, 2023 2022 (in millions) Market Platforms Trading Services, net $ 250 $ 252 Marketplace Technology 147 140 Capital Access Platforms Data & Listing Services 187 183 Index 129 124 Workflow & Insights 122 115 Anti-Financial Crime 89 75 Other revenues 1 4 Revenues less transaction-based expenses $ 925 $ 893 Six Months Ended June 30, 2023 2022 (in millions) Market Platforms Trading Services, net $ 518 $ 516 Marketplace Technology 292 272 Capital Access Platforms Data & Listing Services 373 365 Index 239 246 Workflow & Insights 242 230 Anti-Financial Crime 173 147 Other revenues 1 9 Revenues less transaction-based expenses $ 1,838 $ 1,785 |
Schedule of 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 June 30, 2023: Market Technology Anti-Financial Crime Workflow & Insights Total (in millions) Remainder of 2023 $ 92 $ 209 $ 77 $ 378 2024 164 332 108 604 2025 131 131 51 313 2026 101 51 14 166 2027 68 14 9 91 2028+ 119 6 2 127 Total $ 675 $ 743 $ 261 $ 1,679 |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table presents the changes in goodwill by business segment during the six months ended June 30, 2023: (in millions) Market Platforms Balance at December 31, 2022 $ 2,912 Foreign currency translation adjustments (50) Balance at June 30, 2023 $ 2,862 Capital Access Platforms Balance at December 31, 2022 $ 4,178 Foreign currency translation adjustments (27) Balance at June 30, 2023 $ 4,151 Anti-Financial Crime Balance at December 31, 2022 $ 1,009 Foreign currency translation adjustments (2) Balance at June 30, 2023 $ 1,007 Total Balance at December 31, 2022 $ 8,099 Foreign currency translation adjustments (79) Balance at June 30, 2023 $ 8,020 |
Schedule of Acquired Finite-Lived Intangible Assets | The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived: June 30, 2023 December 31, 2022 Finite-Lived Intangible Assets (in millions) Gross Amount Technology $ 304 $ 304 Customer relationships 2,005 2,005 Trade names and other 57 60 Foreign currency translation adjustment (220) (209) Total gross amount $ 2,146 $ 2,160 Accumulated Amortization Technology $ (119) $ (97) Customer relationships (833) (778) Trade names and other (16) (17) Foreign currency translation adjustment 131 120 Total accumulated amortization $ (837) $ (772) Net Amount Technology $ 185 $ 207 Customer relationships 1,172 1,227 Trade names and other 41 43 Foreign currency translation adjustment (89) (89) Total finite-lived intangible assets $ 1,309 $ 1,388 Indefinite-Lived Intangible Assets Exchange and clearing registrations $ 1,257 $ 1,257 Trade names 121 121 Licenses 52 52 Foreign currency translation adjustment (249) (237) Total indefinite-lived intangible assets $ 1,181 $ 1,193 Total intangible assets, net $ 2,490 $ 2,581 |
Schedule of Acquired Indefinite-lived Intangible Assets | The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived: June 30, 2023 December 31, 2022 Finite-Lived Intangible Assets (in millions) Gross Amount Technology $ 304 $ 304 Customer relationships 2,005 2,005 Trade names and other 57 60 Foreign currency translation adjustment (220) (209) Total gross amount $ 2,146 $ 2,160 Accumulated Amortization Technology $ (119) $ (97) Customer relationships (833) (778) Trade names and other (16) (17) Foreign currency translation adjustment 131 120 Total accumulated amortization $ (837) $ (772) Net Amount Technology $ 185 $ 207 Customer relationships 1,172 1,227 Trade names and other 41 43 Foreign currency translation adjustment (89) (89) Total finite-lived intangible assets $ 1,309 $ 1,388 Indefinite-Lived Intangible Assets Exchange and clearing registrations $ 1,257 $ 1,257 Trade names 121 121 Licenses 52 52 Foreign currency translation adjustment (249) (237) Total indefinite-lived intangible assets $ 1,181 $ 1,193 Total intangible assets, net $ 2,490 $ 2,581 |
Schedule of Finite-lived Intangible Assets Amortization Expense | The following table presents our amortization expense for acquired finite-lived intangible assets: Three Months Ended June 30, 2023 2022 (in millions) Amortization expense $ 37 $ 39 Six Months Ended June 30, 2023 2022 (in millions) Amortization expense $ 75 $ 78 |
Schedule of Estimated Future Amortization Expense | The table below presents the estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $89 million as of June 30, 2023) of acquired finite-lived intangible assets as of June 30, 2023: (in millions) Remainder of 2023 $ 80 2024 153 2025 151 2026 148 2027 147 2028+ 719 Total $ 1,398 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investments | The following table presents the details of our investments: June 30, 2023 December 31, 2022 (in millions) Financial investments $ 288 $ 181 Equity method investments 390 390 Equity securities 78 86 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Changes in Deferred Revenue | The changes in our deferred revenue during the six months ended June 30, 2023 are reflected in the following table: Balance at December 31, 2022 Additions Revenue Recognized Adjustments Balance at June 30, 2023 (in millions) Market Platforms: Market Technology $ 29 $ 18 $ (22) $ (1) $ 24 Capital Access Platforms: Initial Listings 116 9 (20) — 105 Annual Listings 2 182 (1) (1) 182 Workflow & Insights 172 131 (119) — 184 Anti-Financial Crime 108 91 (82) — 117 Other 21 11 (8) — 24 Total $ 448 $ 442 $ (252) $ (2) $ 636 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. |
Schedule of Estimated Deferred Revenue | As of June 30, 2023, we estimate that our deferred revenue will be recognized in the following years: Fiscal year ended: 2023 2024 2025 2026 2027 2028+ Total (in millions) Market Platforms: Market Technology $ 21 $ 3 $ — $ — $ — $ — $ 24 Capital Access Platforms: Initial Listings 21 32 23 18 9 2 105 Annual Listings 182 — — — — — 182 Workflow & Insights 139 45 — — — — 184 Anti-Financial Crime 88 29 — — — — 117 Other 11 7 4 2 — — 24 Total $ 462 $ 116 $ 27 $ 20 $ 9 $ 2 $ 636 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Changes in Debt Obligations | The following table presents the carrying amounts of our debt outstanding, net of unamortized debt issuance costs: June 30, 2023 December 31, 2022 (in millions) Short-term debt: Commercial paper $ 140 $ 664 Long-term debt - senior unsecured notes: 2025 Notes, $500 million, 5.650% notes due June 28, 2025 497 — 2026 Notes, $500 million, 3.850% notes due June 30, 2026 499 498 2028 Notes, $1 billion, 5.350% notes due June 28, 2028 992 — 2029 Notes, €600 million, 1.75% notes due March 28, 2029 650 637 2030 Notes, €600 million, 0.875% notes due February 13, 2030 650 637 2031 Notes, $650 million, 1.650% notes due January 15, 2031 644 644 2032 Notes, €750 million, 4.500% notes due February 15, 2032 810 — 2033 Notes, €615 million, 0.900% notes due July 30, 2033 666 653 2034 Notes $1.25 billion, 5.550% notes due February 15, 2034 1,240 — 2040 Notes, $650 million, 2.500% notes due December 21, 2040 644 644 2050 Notes, $500 million, 3.250% notes due April 28, 2050 487 486 2052 Notes, $550 million, 3.950% notes due March 7, 2052 541 541 2053 Notes, $750 million, 5.950% notes due August 15, 2053 739 — 2063 Notes, $750 million, 6.100% notes due June 28, 2063 738 — 2022 Revolving Credit Agreement (5) (5) Total long-term debt $ 9,792 $ 4,735 Total debt obligations $ 9,932 $ 5,399 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Defined Contribution Plan Disclosures | The following table presents the savings plan expense for the three and six months ended June 30, 2023 and 2022, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in millions) Savings Plan expense $ 5 $ 4 $ 10 $ 8 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in millions) Retirement Plans expense $ 7 $ 6 $ 13 $ 12 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 six months ended June 30, 2023 and 2022, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in millions) Share-based compensation expense before income taxes $ 34 $ 25 $ 60 $ 49 |
Summary of Restricted Stock Activity | The following table summarizes our restricted stock activity for the six months ended June 30, 2023: Restricted Stock Number of Awards Weighted-Average Grant Date Fair Value Unvested at December 31, 2022 4,380,513 $ 45.48 Granted 1,642,971 52.63 Vested (1,548,315) 36.40 Forfeited (163,113) 49.67 Unvested at June 30, 2023 4,312,056 $ 51.32 |
Summary of Valuation Assumptions | The following weighted-average assumptions were used to determine the weighted-average fair values of the outstanding PSU awards granted under the three-year PSU program during the six months ended June 30, 2023 and 2022: Grant date April 3, 2023 April 1, 2022 Weighted-average risk-free interest rate 3.75 % 2.55 % Expected volatility 23.88 % 30.30 % Weighted-average grant date share price $ 54.40 $ 60.64 Weighted-average fair value at grant date $ 52.56 $ 63.50 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 six months ended June 30, 2023: PSUs Number of Awards Weighted-Average Grant Date Fair Value Unvested at December 31, 2022 1,966,542 $ 56.44 Granted 1,513,538 44.78 Vested (1,529,496) 37.17 Forfeited (20,455) 63.98 Unvested at June 30, 2023 1,930,129 $ 62.18 |
Summary of Stock Option Activity | A summary of our outstanding and exercisable stock options at June 30, 2023 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 June 30, 2023 1,420,323 $ 41.79 5.7 $ 22 Exercisable at June 30, 2023 806,451 $ 22.23 3.5 $ 22 |
Nasdaq Stockholders_ Equity (Ta
Nasdaq Stockholders’ Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Common Stock in Treasury | The following is a summary of our share repurchase activity, reported based on settlement date, for the six months ended June 30, 2023: Six Months Ended June 30, 2023 Number of shares of common stock repurchased 2,610,000 Average price paid per share $ 61.08 Total purchase price (in millions) $ 159 In the table above, the number of shares of common stock repurchased excludes an aggregate of 1,220,989 shares withheld upon the vesting of restricted stock and PSUs for the six months ended June 30, 2023. |
Schedule of Dividends Declared | During the first six months of 2023, 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 24, 2023 $ 0.20 March 17, 2023 $ 97 March 31, 2023 April 18, 2023 0.22 June 16, 2023 109 June 30, 2023 $ 206 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule 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 June 30, 2023 2022 Numerator: (in millions, except share and per share amounts) Net income attributable to common shareholders $ 267 $ 307 Denominator: Weighted-average common shares outstanding for basic earnings per share 490,778,304 492,235,377 Weighted-average effect of dilutive securities - Employee equity awards 2,852,781 4,344,750 Weighted-average common shares outstanding for diluted earnings per share 493,631,085 496,580,127 Basic and diluted earnings per share: Basic earnings per share $ 0.54 $ 0.62 Diluted earnings per share $ 0.54 $ 0.62 Six Months Ended June 30, 2023 2022 Numerator: (in millions, except share and per share amounts) Net income attributable to common shareholders $ 568 $ 590 Denominator: Weighted-average common shares outstanding for basic earnings per share 490,357,081 493,681,821 Weighted-average effect of dilutive securities - Employee equity awards 3,845,307 5,472,414 Weighted-average common shares outstanding for diluted earnings per share 494,202,388 499,154,235 Basic and diluted earnings per share: Basic earnings per share $ 1.16 $ 1.20 Diluted earnings per share $ 1.15 $ 1.18 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 and December 31, 2022. June 30, 2023 Total Level 1 Level 2 Level 3 (in millions) European government debt securities $ 144 $ 144 $ — $ — State-owned enterprises and municipal securities 120 — 120 — Swedish mortgage bonds 19 — 19 — Corporate debt securities 5 — 5 — Total assets at fair value $ 288 $ 144 $ 144 $ — December 31, 2022 Total Level 1 Level 2 Level 3 (in millions) European government debt securities $ 147 $ 147 $ — $ — State-owned enterprises and municipal securities 7 — 7 — Swedish mortgage bonds 20 — 20 — Corporate debt securities 7 — 7 — Total assets at fair value $ 181 $ 147 $ 34 $ — |
Clearing Operations (Tables)
Clearing Operations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Due to and from Broker-Dealers and Clearing Organizations [Abstract] | |
Schedule of Clearing Member Default Fund Contributions | As of June 30, 2023, clearing member default fund contributions and margin deposits were as follows: June 30, 2023 Cash Contributions Non-Cash Contributions Total Contributions (in millions) Default fund contributions $ 1,187 $ 209 $ 1,396 Margin deposits 5,947 5,434 11,381 Total $ 7,134 $ 5,643 $ 12,777 Nasdaq Clearing has invested the total cash contributions of $7,134 million as of June 30, 2023 and $7,021 million as of December 31, 2022, in accordance with its investment policy as follows: June 30, 2023 December 31, 2022 (in millions) Demand deposits $ 5,226 $ 4,775 Central bank certificates 1,271 1,695 Restricted cash and cash equivalents $ 6,497 $ 6,470 European government debt securities 130 222 Reverse repurchase agreements 447 192 Multilateral development bank debt securities 60 137 Investments $ 637 $ 551 Total $ 7,134 $ 7,021 |
Schedule of Derivative Contracts Outstanding | The following table presents the market value of derivative contracts outstanding prior to netting: June 30, 2023 (in millions) Commodity and seafood options, futures and forwards $ 340 Fixed-income options and futures 2,162 Stock options and futures 158 Index options and futures 26 Total $ 2,686 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 six months ended June 30, 2023 and 2022: Six Months Ended June 30, 2023 2022 Commodity and seafood options, futures and forwards 111,406 182,341 Fixed-income options and futures 9,765,001 12,287,280 Stock options and futures 10,695,634 8,980,694 Index options and futures 21,203,826 23,463,638 Total 41,775,867 44,913,953 In the table above, the total volume in cleared power related to commodity contracts was 162 Terawatt hours (TWh) and 250 TWh for the six months ended June 30, 2023 and 2022, respectively. |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 December 31, 2022 (in millions) Assets: Operating lease assets Operating lease assets $ 410 $ 444 Liabilities: Current lease liabilities Other current liabilities $ 58 $ 54 Non-current lease liabilities Operating lease liabilities 427 452 Total lease liabilities $ 485 $ 506 |
Schedule of Lease Cost, Lease Term and Discount Rate | The following table summarizes Nasdaq's lease cost: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in millions) Operating lease cost $ 22 $ 19 $ 50 $ 38 Variable lease cost 11 7 23 16 Sublease income (1) (1) (2) (2) Total lease cost $ 32 $ 25 $ 71 $ 52 The following table provides information related to Nasdaq's lease term and discount rate: June 30, 2023 Weighted-average remaining lease term (in years) 10.2 Weighted-average discount rate 3.7 % The following table provides supplemental cash flow information related to Nasdaq's operating leases: Six Months Ended June 30, 2023 2022 (in millions) Cash paid for amounts included in the measurement of operating lease liabilities $ 38 $ 28 Lease assets obtained in exchange for operating lease liabilities $ 8 $ 126 |
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. June 30, 2023 (in millions) Remainder of 2023 $ 37 2024 71 2025 62 2026 51 2027 48 2028+ 316 Total lease payments 585 Less: interest (100) Present value of lease liabilities $ 485 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 2022 (in millions) Income tax provision $ 70 $ 90 Effective tax rate 20.8 % 22.7 % Six Months Ended June 30, 2023 2022 (in millions) Income tax provision $ 165 $ 182 Effective tax rate 22.5 % 23.6 % |
Business Segments (Tables)
Business Segments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Operating Segments | The following tables present certain information regarding our business segments for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, 2023 2022 Market Platforms (in millions) Total revenues $ 905 $ 1,051 Transaction-based expenses (508) (659) Revenues less transaction-based expenses 397 392 Operating income 211 217 Capital Access Platforms Total revenues 438 422 Operating income 241 241 Anti-Financial Crime Total revenues 89 75 Operating income 32 20 Corporate Items Total revenues 1 4 Operating loss (102) (66) Consolidated Total revenues $ 1,433 $ 1,552 Transaction-based expenses (508) (659) Revenues less transaction-based expenses $ 925 $ 893 Operating income $ 382 $ 412 Six Months Ended June 30, 2023 2022 Market Platforms (in millions) Total revenues $ 1,938 $ 2,090 Transaction-based expenses (1,128) (1,302) Revenues less transaction-based expenses 810 788 Operating income 440 430 Capital Access Platforms Total revenues 854 841 Operating income 467 472 Anti-Financial Crime Total revenues 173 147 Operating income 55 35 Corporate Items Total revenues 1 9 Operating loss (168) (120) Consolidated Total revenues $ 2,966 $ 3,087 Transaction-based expenses (1,128) (1,302) Revenues less transaction-based expenses $ 1,838 $ 1,785 Operating income $ 794 $ 817 |
Schedule of Corporate Items | The following table summarizes our Corporate Items: Three Months Ended June 30, 2023 2022 (in millions) Revenues - divested businesses $ 1 $ 4 Expenses: Amortization expense of acquired intangible assets $ 37 $ 39 Merger and strategic initiatives expense 45 12 Restructuring charges 14 — Lease asset impairments 5 — Extinguishment of debt — 16 Expenses - divested businesses 1 2 Other 1 1 Total expenses 103 70 Operating loss $ (102) $ (66) Six Months Ended June 30, 2023 2022 (in millions) Revenues - divested businesses $ 1 $ 9 Expenses: Amortization expense of acquired intangible assets 75 78 Merger and strategic initiatives expense 47 27 Restructuring charges 33 — Lease asset impairments 23 — Extinguishment of debt — 16 Expenses - divested businesses 1 2 Other (10) 6 Total expenses 169 129 Operating loss $ (168) $ (120) |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges | The following table presents a summary of the divisional alignment program charges for the three and six months ended June 30, 2023 as well as total program costs incurred since the initiation in October 2022. Three Months Ended Six Months Ended Total Program Costs Incurred (in millions) Asset impairment charges $ — $ 12 $ 20 Consulting services 7 10 13 Employee-related costs 4 7 10 Other 3 4 5 Total restructuring charges $ 14 $ 33 $ 48 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details) $ in Billions | 6 Months Ended | |
Aug. 31, 2022 segment | Jun. 30, 2023 USD ($) company segment | |
Organization And Basis Of Presentation [Line Items] | ||
Number of operating segments (in segments) | segment | 4 | 3 |
Investment Intelligence | ||
Organization And Basis Of Presentation [Line Items] | ||
Number of exchange traded products licensed to Nasdaq's Indexes (in exchange traded products) | 386 | |
Number of equity exchanges (in exchanges) | 26 | |
Number of countries services are provided (in countries) | 20 | |
Assets management value | $ | $ 418 | |
United States | Capital Access Platforms | ||
Organization And Basis Of Presentation [Line Items] | ||
Total number of listings on The Nasdaq Stock Market (in companies) | 4,106 | |
ETPs and other listings listed on Nasdaq Stock Market (in companies) | 547 | |
Approximate combined market capitalization | $ | $ 24,600 | |
Europe | Capital Access Platforms | ||
Organization And Basis Of Presentation [Line Items] | ||
Approximate combined market capitalization | $ | $ 1,900 | |
Total number of listed companies within Nordic and Baltic exchanges (in companies) | 1,249 |
Basis of Presentation and Pri_3
Basis of Presentation and Principles of Consolidation (Details) | Aug. 26, 2022 $ / shares | Jun. 30, 2023 $ / shares | Dec. 31, 2022 $ / 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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | $ 925 | $ 893 | $ 1,838 | $ 1,785 |
Operating Segments | Market Platforms | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 397 | 392 | 810 | 788 |
Operating Segments | Capital Access Platforms | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 438 | 422 | 854 | 841 |
Operating Segments | Anti-Financial Crime | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 89 | 75 | 173 | 147 |
Operating Segments | Trading Services, net | Market Platforms | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 250 | 252 | 518 | 516 |
Operating Segments | Marketplace Technology | Market Platforms | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 147 | 140 | 292 | 272 |
Operating Segments | Data & Listing Services | Capital Access Platforms | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 187 | 183 | 373 | 365 |
Operating Segments | Index | Capital Access Platforms | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 129 | 124 | 239 | 246 |
Operating Segments | Workflow & Insights | Capital Access Platforms | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 122 | 115 | 242 | 230 |
Operating Segments | Anti-Financial Crime | Anti-Financial Crime | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 89 | 75 | 173 | 147 |
Reconciling Items | Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | $ 1 | $ 4 | $ 1 | $ 9 |
Revenue From Contracts With C_4
Revenue From Contracts With Customers (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Allowance for doubtful accounts | $ 12 | $ 12 | $ 15 | ||
Minimum | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Revenue, remaining performance obligation, period | 3 months | 3 months | |||
Maximum | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Revenue, remaining performance obligation, period | 3 years | 3 years | |||
Trading Services, net | Market Platforms | Services Transferred at a Point in Time | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Revenue recognized (as a percentage) | 92.90% | 93.80% | 92.90% | 93.80% | |
Trading Services, net | Market Platforms | Services Transferred Over Time | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Revenue recognized (as a percentage) | 7.10% | 6.20% | 7.10% | 6.20% |
Revenue From Contracts With C_5
Revenue From Contracts With Customers (Remaining Performance Obligation) (Details) $ in Millions | Jun. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 1,679 |
Market Platforms | Market Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 675 |
Capital Access Platforms | Workflow & Insights | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 261 |
Anti-Financial Crime | Anti-Financial Crime | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 743 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 378 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | Market Platforms | Market Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 92 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | Capital Access Platforms | Workflow & Insights | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 77 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | Anti-Financial Crime | Anti-Financial Crime | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 209 |
Revenue, remaining performance obligation, period | 1 year |
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 | $ 604 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Market Platforms | Market Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 164 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Capital Access Platforms | Workflow & Insights | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 108 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Anti-Financial Crime | Anti-Financial Crime | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 332 |
Revenue, remaining performance obligation, period | 1 year |
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 | $ 313 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Market Platforms | Market Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 131 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Capital Access Platforms | Workflow & Insights | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 51 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Anti-Financial Crime | Anti-Financial Crime | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 131 |
Revenue, remaining performance obligation, period | 1 year |
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 | $ 166 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Market Platforms | Market Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 101 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Capital Access Platforms | Workflow & Insights | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 14 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Anti-Financial Crime | Anti-Financial Crime | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 51 |
Revenue, remaining performance obligation, period | 1 year |
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 | $ 91 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Market Platforms | Market Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 68 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Capital Access Platforms | Workflow & Insights | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 9 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Anti-Financial Crime | Anti-Financial Crime | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 14 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 127 |
Revenue, remaining performance obligation, period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | Market Platforms | Market Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 119 |
Revenue, remaining performance obligation, period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | Capital Access Platforms | Workflow & Insights | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 2 |
Revenue, remaining performance obligation, period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | Anti-Financial Crime | Anti-Financial Crime | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 6 |
Revenue, remaining performance obligation, period |
Acquisitions (Details)
Acquisitions (Details) shares in Millions | 1 Months Ended | 6 Months Ended |
Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) trading_day shares | |
Business Acquisition [Line Items] | ||
Volume-weighted average price, threshold trading days | trading_day | 15 | |
Proceeds from debt | $ 5,000,000,000 | |
Secured Debt | Term Loan | ||
Business Acquisition [Line Items] | ||
Principal amount | $ 600,000,000 | $ 600,000,000 |
Thoma Bravo | ||
Business Acquisition [Line Items] | ||
Percentage of shares sold | 14.90% | 14.90% |
Adenza Holdings, Inc., | ||
Business Acquisition [Line Items] | ||
Purchase consideration | $ 10,500,000,000 | |
Payments to acquire businesses (cash portion) | $ 5,750,000,000 | |
Number of shares issued (in shares) | shares | 85.6 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets (Schedule of Changes in Goodwill) (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Balance at beginning of period | $ 8,099 |
Foreign currency translation adjustments | (79) |
Balance at end of period | 8,020 |
Market Platforms | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 2,912 |
Foreign currency translation adjustments | (50) |
Balance at end of period | 2,862 |
Capital Access Platforms | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 4,178 |
Foreign currency translation adjustments | (27) |
Balance at end of period | 4,151 |
Anti-Financial Crime | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 1,009 |
Foreign currency translation adjustments | (2) |
Balance at end of period | $ 1,007 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Indefinite-lived Intangible Assets [Line Items] | |||||
Goodwill, impairment loss | $ 0 | $ 0 | $ 0 | $ 0 | |
Impairment of indefinite-lived intangible assets | 0 | $ 0 | |||
Finite-lived intangible assets, net | 1,309,000,000 | 1,309,000,000 | $ 1,388,000,000 | ||
Foreign Currency Translation Adjustment | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, net | $ (89,000,000) | $ (89,000,000) | $ (89,000,000) |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets (Finite-Lived and Indefinite-Lived Intangible Assets) (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 2,146 | $ 2,160 |
Accumulated Amortization | (837) | (772) |
Net Amount | 1,309 | 1,388 |
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 1,181 | 1,193 |
Intangible assets, net | 2,490 | 2,581 |
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 | (249) | (237) |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 304 | 304 |
Accumulated Amortization | (119) | (97) |
Net Amount | 185 | 207 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 2,005 | 2,005 |
Accumulated Amortization | (833) | (778) |
Net Amount | 1,172 | 1,227 |
Trade names and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 57 | 60 |
Accumulated Amortization | (16) | (17) |
Net Amount | 41 | 43 |
Foreign currency translation adjustment | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | (220) | (209) |
Accumulated Amortization | 131 | 120 |
Net Amount | $ (89) | $ (89) |
Goodwill and Acquired Intangi_6
Goodwill and Acquired Intangible Assets (Finite-Lived Intangible Assets Amortization Expense) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 37 | $ 39 | $ 75 | $ 78 |
Goodwill and Acquired Intangi_7
Goodwill and Acquired Intangible Assets (Estimated Future Amortization Expense) (Details) $ in Millions | Jun. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2023 | $ 80 |
2024 | 153 |
2025 | 151 |
2026 | 148 |
2027 | 147 |
2028+ | 719 |
Total | $ 1,398 |
Investments (Schedule of Invest
Investments (Schedule of Investments) (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Financial investments | $ 288 | $ 181 |
Equity method investments | 390 | 390 |
Equity securities | $ 78 | $ 86 |
Investments (Narrative) (Detail
Investments (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Investments, Debt and Securities [Line Items] | |||||
Impairment of equity method investment | $ 0 | $ 0 | $ 0 | $ 0 | |
Net income (losses) from unconsolidated investees | $ (11,000,000) | $ 9,000,000 | $ 3,000,000 | $ 15,000,000 | |
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 | $ 156,000,000 | $ 156,000,000 | $ 161,000,000 |
Deferred Revenue (Changes in De
Deferred Revenue (Changes in Deferred Revenue) (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | $ 448 |
Additions | 442 |
Revenue Recognized | (252) |
Adjustments | (2) |
Ending balance | 636 |
Market Technology | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 29 |
Additions | 18 |
Revenue Recognized | (22) |
Adjustments | (1) |
Ending balance | 24 |
Initial Listings | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 116 |
Additions | 9 |
Revenue Recognized | (20) |
Adjustments | 0 |
Ending balance | 105 |
Annual Listings | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 2 |
Additions | 182 |
Revenue Recognized | (1) |
Adjustments | (1) |
Ending balance | 182 |
Workflow & Insights | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 172 |
Additions | 131 |
Revenue Recognized | (119) |
Adjustments | 0 |
Ending balance | 184 |
Anti-Financial Crime | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 108 |
Additions | 91 |
Revenue Recognized | (82) |
Adjustments | 0 |
Ending balance | 117 |
Other | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 21 |
Additions | 11 |
Revenue Recognized | (8) |
Adjustments | 0 |
Ending balance | $ 24 |
Deferred Revenue (Estimated Def
Deferred Revenue (Estimated Deferred Revenue) (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Fiscal Year Ended [Abstract] | ||
2023 | $ 462 | |
2024 | 116 | |
2025 | 27 | |
2026 | 20 | |
2027 | 9 | |
2028+ | 2 | |
Total | 636 | $ 448 |
Market Technology | ||
Fiscal Year Ended [Abstract] | ||
2023 | 21 | |
2024 | 3 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
2028+ | 0 | |
Total | 24 | 29 |
Initial Listings | ||
Fiscal Year Ended [Abstract] | ||
2023 | 21 | |
2024 | 32 | |
2025 | 23 | |
2026 | 18 | |
2027 | 9 | |
2028+ | 2 | |
Total | 105 | 116 |
Annual Listings | ||
Fiscal Year Ended [Abstract] | ||
2023 | 182 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
2028+ | 0 | |
Total | 182 | 2 |
Workflow & Insights | ||
Fiscal Year Ended [Abstract] | ||
2023 | 139 | |
2024 | 45 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
2028+ | 0 | |
Total | 184 | 172 |
Anti-Financial Crime | ||
Fiscal Year Ended [Abstract] | ||
2023 | 88 | |
2024 | 29 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
2028+ | 0 | |
Total | 117 | 108 |
Other | ||
Fiscal Year Ended [Abstract] | ||
2023 | 11 | |
2024 | 7 | |
2025 | 4 | |
2026 | 2 | |
2027 | 0 | |
2028+ | 0 | |
Total | $ 24 | $ 21 |
Debt Obligations (Changes in De
Debt Obligations (Changes in Debt Obligations) (Details) | Jun. 30, 2023 USD ($) | Jun. 30, 2023 EUR (€) | Dec. 31, 2022 USD ($) |
Schedule of Debt [Line Items] | |||
Total long-term debt | $ 9,792,000,000 | $ 4,735,000,000 | |
Total debt obligations | 9,932,000,000 | 5,399,000,000 | |
2022 Revolving Credit Agreement | |||
Schedule of Debt [Line Items] | |||
Unamortized debt issuance expense | (5,000,000) | (5,000,000) | |
2025 Notes, $500 million, 5.650% notes due June 28, 2025 | Senior Notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | 497,000,000 | 0 | |
Principal amount | $ 500,000,000 | ||
Stated rate | 5.65% | 5.65% | |
2026 Notes, $500 million, 3.850% notes due June 30, 2026 | Senior Notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 499,000,000 | 498,000,000 | |
Principal amount | $ 500,000,000 | ||
Stated rate | 3.85% | 3.85% | |
2028 Notes, $1 billion, 5.350% notes due June 28, 2028 | Senior Notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 992,000,000 | 0 | |
Principal amount | $ 1,000,000,000 | ||
Stated rate | 5.35% | 5.35% | |
2029 Notes, €600 million, 1.75% notes due March 28, 2029 | Senior Notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 650,000,000 | 637,000,000 | |
Principal amount | € | € 600,000,000 | ||
Stated rate | 1.75% | 1.75% | |
2030 Notes, €600 million, 0.875% notes due February 13, 2030 | Senior Notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 650,000,000 | 637,000,000 | |
Principal amount | € | € 600,000,000 | ||
Stated rate | 0.875% | 0.875% | |
2031 Notes, $650 million, 1.650% notes due January 15, 2031 | Senior Notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 644,000,000 | 644,000,000 | |
Principal amount | $ 650,000,000 | ||
Stated rate | 1.65% | 1.65% | |
2032 Notes, €750 million, 4.500% notes due February 15, 2032 | Senior Notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 810,000,000 | 0 | |
Principal amount | € | € 750,000,000 | ||
Stated rate | 4.50% | 4.50% | |
2033 Notes, €615 million, 0.900% notes due July 30, 2033 | Senior Notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 666,000,000 | 653,000,000 | |
Principal amount | € | € 615,000,000 | ||
Stated rate | 0.90% | 0.90% | |
2034 Notes $1.25 billion, 5.550% notes due February 15, 2034 | Senior Notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 1,240,000,000 | 0 | |
Principal amount | $ 1,250,000,000 | ||
Stated rate | 5.55% | 5.55% | |
2040 Notes, $650 million, 2.500% notes due December 21, 2040 | Senior Notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 644,000,000 | 644,000,000 | |
Principal amount | $ 650,000,000 | ||
Stated rate | 2.50% | 2.50% | |
2050 Notes, $500 million, 3.250% notes due April 28, 2050 | Senior Notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 487,000,000 | 486,000,000 | |
Principal amount | $ 500,000,000 | ||
Stated rate | 3.25% | 3.25% | |
2052 Notes, $550 million, 3.950% notes due March 7, 2052 | Senior Notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 541,000,000 | 541,000,000 | |
Principal amount | $ 550,000,000 | ||
Stated rate | 3.95% | 3.95% | |
2053 Notes, $750 million, 5.950% notes due August 15, 2053 | Senior Notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 739,000,000 | 0 | |
Principal amount | $ 750,000,000 | ||
Stated rate | 5.95% | 5.95% | |
2063 Notes, $750 million, 6.100% notes due June 28, 2063 | Senior Notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 738,000,000 | 0 | |
Principal amount | $ 750,000,000 | ||
Stated rate | 6.10% | 6.10% | |
Commercial paper | |||
Schedule of Debt [Line Items] | |||
Short-term debt | $ 140,000,000 | $ 664,000,000 |
Debt Obligations (Commercial Pa
Debt Obligations (Commercial Paper Program) (Details) - Commercial paper | 6 Months Ended |
Jun. 30, 2023 | |
Minimum | |
Short-term Debt [Line Items] | |
Credit facility term | 70 days |
Maximum | |
Short-term Debt [Line Items] | |
Credit facility term | 91 days |
Weighted Average | |
Short-term Debt [Line Items] | |
Credit facility term | 16 days |
Maximum interest rate on debt instrument | 5.28% |
Debt Obligations (Senior Unsecu
Debt Obligations (Senior Unsecured Notes and Net Investment Hedge) (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Debt Instrument [Line Items] | |
Increase in carrying amount | $ 39 |
Senior Notes | |
Debt Instrument [Line Items] | |
Aggregate principal amount purchased plus accrued and unpaid interest | 101% |
Senior Notes | Maximum | U.S. Senior Unsecured Notes | |
Debt Instrument [Line Items] | |
Maximum interest rate on debt instrument | 2% |
Debt Obligations (Narrative) (D
Debt Obligations (Narrative) (Details) | 1 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) note | Jun. 30, 2023 USD ($) note | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Schedule of Debt [Line Items] | ||||
Number of notes issued | note | 6 | 6 | ||
Proceeds from issuances of debt, net of issuance costs | $ 5,016,000,000 | $ 541,000,000 | ||
Long term debt | $ 9,792,000,000 | 9,792,000,000 | $ 4,735,000,000 | |
Adenza Financing | Senior Notes | ||||
Schedule of Debt [Line Items] | ||||
Proceeds from issuances of debt, net of issuance costs | $ 5,016,000,000 | |||
Redemption price rate | 101% | |||
Term Loan | Secured Debt | ||||
Schedule of Debt [Line Items] | ||||
Principal amount | $ 600,000,000 | 600,000,000 | ||
Long term debt | $ 0 | $ 0 |
Debt Obligations (Credit Facili
Debt Obligations (Credit Facilities) (Details) - 2022 Revolving Credit Agreement - USD ($) | 1 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2023 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Utilized amount | $ 0 | |
Unamortized debt issuance expense | (5,000,000) | |
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 | $ 750,000,000 | |
Revolving Credit Facility | Minimum | ||
Debt Instrument [Line Items] | ||
Line of credit facility, commitment fee percentage | 0.10% | |
Revolving Credit Facility | Maximum | ||
Debt Instrument [Line Items] | ||
Line of credit facility, commitment fee percentage | 0.25% |
Debt Obligations (Other Credit
Debt Obligations (Other Credit Facilities) (Details) - Clearinghouse Credit Facilities - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Remaining amount available | $ 178,000,000 | $ 184,000,000 |
Utilized amount | $ 0 | $ 0 |
Credit facility term | 1 year |
Retirement Plans (Narrative) (D
Retirement Plans (Narrative) (Details) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Retirement Benefits [Abstract] | ||||
Savings Plan expense | $ 5 | $ 4 | $ 10 | $ 8 |
Retirement Plans expense | $ 7 | $ 6 | $ 13 | $ 12 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 USD ($) peerGroup $ / shares shares | Mar. 31, 2023 shares | Jun. 30, 2022 $ / shares shares | Jun. 30, 2023 USD ($) peerGroup $ / shares shares | Jun. 30, 2022 $ / shares shares | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock shares reserved for future issuance (in shares) | 24,700,000 | 24,700,000 | ||||
Aggregate Intrinsic Value (in millions) | $ | $ 22 | $ 22 | ||||
Share price (in dollars per share) | $ / shares | $ 49.85 | $ 49.85 | ||||
Stock options, exercisable (in 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 | ||
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) | 11,700,000 | 11,700,000 | ||||
Maximum percentage of shares purchased from annual compensation | 10% | |||||
Discount given to employees (as a percent) | 15% | |||||
Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total unrecognized compensation cost | $ | $ 144 | $ 144 | ||||
Weighted-average period unrecognized compensation cost is expected to be recognized, in years | 1 year 10 months 24 days | |||||
Restricted Stock | Below Manager Level | First Anniversary | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage (as a percent) | 33% | |||||
Restricted Stock | Below Manager Level | Second Anniversary | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage (as a percent) | 33% | |||||
Restricted Stock | At or Above Manager Level | Second Anniversary | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage (as a percent) | 33% | |||||
Restricted Stock | At or Above Manager Level | Third Anniversary | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage (as a percent) | 33% | |||||
PSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total unrecognized compensation cost | $ | $ 63 | $ 63 | ||||
Weighted-average period unrecognized compensation cost is expected to be recognized, in years | 1 year 7 months 6 days | |||||
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) | 764,748 | |||||
PSUs, Negative TSR | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Maximum payout (as a percent) | 100% |
Share-Based Compensation (Summa
Share-Based Compensation (Summary of Share-Based Compensation Expense) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||||
Share-based compensation expense before income taxes | $ 34 | $ 25 | $ 60 | $ 49 |
Share-Based Compensation (Sum_2
Share-Based Compensation (Summary of Restricted Stock Activity) (Details) - Restricted Stock | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number of Awards | |
Unvested balances at beginning of period (in shares) | shares | 4,380,513 |
Granted (in shares) | shares | 1,642,971 |
Vested (in shares) | shares | (1,548,315) |
Forfeited (in shares) | shares | (163,113) |
Unvested balances at end of period (in shares) | shares | 4,312,056 |
Weighted-Average Grant Date Fair Value | |
Unvested balances at beginning of period (in dollars per share) | $ / shares | $ 45.48 |
Granted (in dollars per share) | $ / shares | 52.63 |
Vested (in dollars per share) | $ / shares | 36.40 |
Forfeited (in dollars per share) | $ / shares | 49.67 |
Unvested balances at end of period (in dollars per share) | $ / shares | $ 51.32 |
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 | Apr. 03, 2023 | Apr. 01, 2022 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average risk-free interest rate | 3.75% | 2.55% |
Expected volatility | 23.88% | 30.30% |
Weighted-average grant date share price (in dollars per share) | $ 54.40 | $ 60.64 |
Weighted-average fair value at grant date (in dollars per share) | $ 52.56 | $ 63.50 |
Share-Based Compensation (Sum_3
Share-Based Compensation (Summary of PSU Activity) (Details) - PSUs | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number of Awards | |
Unvested balances at beginning of period (in shares) | shares | 1,966,542 |
Granted (in shares) | shares | 1,513,538 |
Vested (in shares) | shares | (1,529,496) |
Forfeited (in shares) | shares | (20,455) |
Unvested balances at end of period (in shares) | shares | 1,930,129 |
Weighted-Average Grant Date Fair Value | |
Unvested balances at beginning of period (in dollars per share) | $ / shares | $ 56.44 |
Granted (in dollars per share) | $ / shares | 44.78 |
Vested (in dollars per share) | $ / shares | 37.17 |
Forfeited (in dollars per share) | $ / shares | 63.98 |
Unvested balances at end of period (in dollars per share) | $ / shares | $ 62.18 |
Share-Based Compensation (Sum_4
Share-Based Compensation (Summary of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Options outstanding (in shares) | 1,420,323 | |
Exercisable (in shares) | 806,451 | 800,000 |
Weighted average exercise price, outstanding (in dollars per share) | $ 41.79 | |
Options exercisable, weighted average exercise price (in dollars per share) | $ 22.23 | $ 22.23 |
Weighted-average remaining contractual term, Outstanding (in years) | 5 years 8 months 12 days | |
Weighted-average remaining contractual term, Exercisable (in years) | 3 years 6 months | |
Aggregate Intrinsic Value (in millions) | $ 22 | |
Aggregate Intrinsic Value, exercisable (in millions) | $ 22 |
Nasdaq Stockholders' Equity (Na
Nasdaq Stockholders' Equity (Narrative) (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2023 USD ($) $ / shares | Jun. 30, 2023 USD ($) vote $ / shares shares | Jun. 30, 2022 $ / shares shares | Jun. 30, 2023 USD ($) vote $ / shares shares | Jun. 30, 2022 $ / shares shares | Dec. 31, 2022 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) | 514,060,903 | 514,060,903 | 513,157,630 | |||
Common stock, shares outstanding (in shares) | 491,274,775 | 491,000,000 | 491,274,775 | 491,000,000 | 491,592,491 | |
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) | 22,786,128 | 22,786,128 | 21,565,139 | |||
Authorized amount under share repurchase program | $ | $ 491 | $ 491 | ||||
Preferred stock, shares authorized (in shares) | 30,000,000 | 30,000,000 | 30,000,000 | |||
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 | $ | $ 206 | |||||
Cash dividends declared per common share (in dollars per share) | $ / shares | $ 0.22 | $ 0.20 | $ 0.42 | $ 0.38 | ||
Dividends declared | $ | $ 206 | |||||
Subsequent Event | ||||||
Stockholders Equity [Line Items] | ||||||
Cash dividends declared per common share (in dollars per share) | $ / shares | $ 0.22 | |||||
Dividends declared | $ | $ 108 | |||||
Other Repurchases of Common Stock | ||||||
Stockholders Equity [Line Items] | ||||||
Number of shares of common stock repurchased (in shares) | 1,220,989 |
Nasdaq Stockholders' Equity (Co
Nasdaq Stockholders' Equity (Common Stock in Treasury) (Details) - Share repurchase program $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Dividends Payable [Line Items] | |
Number of shares of common stock repurchased (in shares) | shares | 2,610,000 |
Average price paid per share (in dollars per share) | $ / shares | $ 61.08 |
Total purchase price (in millions) | $ | $ 159 |
Nasdaq Stockholders' Equity (Sc
Nasdaq Stockholders' Equity (Schedule of Dividends Declared) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2023 | Apr. 18, 2023 | Mar. 31, 2023 | Jan. 24, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Dividends Payable [Line Items] | ||||||||
Dividend per common share (in dollars per share) | $ 0.22 | $ 0.20 | $ 0.42 | $ 0.38 | ||||
Total Amount Paid | $ 206 | |||||||
Dividend Declaration Date, First Quarter | ||||||||
Dividends Payable [Line Items] | ||||||||
Dividend per common share (in dollars per share) | $ 0.20 | |||||||
Total Amount Paid | $ 97 | |||||||
Dividend Declaration Date, Second Quarter | ||||||||
Dividends Payable [Line Items] | ||||||||
Dividend per common share (in dollars per share) | $ 0.22 | |||||||
Total Amount Paid | $ 109 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||
Net income attributable to common shareholders | $ 267 | $ 307 | $ 568 | $ 590 |
Denominator: | ||||
Weighted-average common shares outstanding for basic earnings per share (in shares) | 490,778,304 | 492,235,377 | 490,357,081 | 493,681,821 |
Weighted-average effect of dilutive securities: | ||||
Employee equity awards (in shares) | 2,852,781 | 4,344,750 | 3,845,307 | 5,472,414 |
Weighted-average common shares outstanding for diluted earnings per share (in shares) | 493,631,085 | 496,580,127 | 494,202,388 | 499,154,235 |
Basic and diluted earnings per share: | ||||
Basic earnings per share (in dollars per share) | $ 0.54 | $ 0.62 | $ 1.16 | $ 1.20 |
Diluted earnings per share (in dollars per share) | $ 0.54 | $ 0.62 | $ 1.15 | $ 1.18 |
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Securities [Abstract] | ||
Financial investments | $ 288 | $ 181 |
Fair Value, Measurements, Recurring | ||
Debt Securities [Abstract] | ||
Financial investments | 288 | 181 |
Fair Value, Measurements, Recurring | Level 1 | ||
Debt Securities [Abstract] | ||
Financial investments | 144 | 147 |
Fair Value, Measurements, Recurring | Level 2 | ||
Debt Securities [Abstract] | ||
Financial investments | 144 | 34 |
Fair Value, Measurements, Recurring | Level 3 | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | European government debt securities | ||
Debt Securities [Abstract] | ||
Financial investments | 144 | 147 |
Fair Value, Measurements, Recurring | European government debt securities | Level 1 | ||
Debt Securities [Abstract] | ||
Financial investments | 144 | 147 |
Fair Value, Measurements, Recurring | European government debt securities | Level 2 | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | European government debt securities | Level 3 | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | State-owned enterprises and municipal securities | ||
Debt Securities [Abstract] | ||
Financial investments | 120 | 7 |
Fair Value, Measurements, Recurring | State-owned enterprises and municipal securities | Level 1 | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | State-owned enterprises and municipal securities | Level 2 | ||
Debt Securities [Abstract] | ||
Financial investments | 120 | 7 |
Fair Value, Measurements, Recurring | State-owned enterprises and municipal securities | Level 3 | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | Corporate debt securities | ||
Debt Securities [Abstract] | ||
Financial investments | 5 | 7 |
Fair Value, Measurements, Recurring | Corporate debt securities | Level 1 | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | Corporate debt securities | Level 2 | ||
Debt Securities [Abstract] | ||
Financial investments | 5 | 7 |
Fair Value, Measurements, Recurring | Corporate debt securities | Level 3 | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | Swedish mortgage bonds | ||
Debt Securities [Abstract] | ||
Financial investments | 19 | 20 |
Fair Value, Measurements, Recurring | Swedish mortgage bonds | Level 1 | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | Swedish mortgage bonds | Level 2 | ||
Debt Securities [Abstract] | ||
Financial investments | 19 | 20 |
Fair Value, Measurements, Recurring | Swedish mortgage bonds | Level 3 | ||
Debt Securities [Abstract] | ||
Financial investments | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Narrative) (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets | $ 0 | $ 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 | 9,000,000,000 | 4,400,000,000 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term debt | 140,000,000 | $ 664,000,000 |
Revolving Credit Facility | 2022 Revolving Credit Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Utilized amount | $ 0 |
Clearing Operations (Narrative)
Clearing Operations (Narrative) (Details) | 6 Months Ended | ||
Jun. 30, 2023 USD ($) fund contract | Jun. 30, 2022 USD ($) contract | Dec. 31, 2022 USD ($) | |
Clearing Operations [Line Items] | |||
Number of member sponsored default funds (in funds) | fund | 3 | ||
Default fund contributions | $ 1,396,000,000 | ||
Default fund contributions and margin deposits | 12,777,000,000 | ||
Payments for default funds and margin deposits | (19,956,000,000) | $ (17,539,000,000) | |
Proceeds from default funds and margin deposits | 19,853,000,000 | 17,337,000,000 | |
Liability due to market default | 0 | ||
Liability Waterfall | |||
Clearing Operations [Line Items] | |||
Junior capital, cash deposits and pledged assets | 40,000,000 | ||
Senior capital, cash deposits and pledged assets | 17,000,000 | ||
Committed capital | 63,000,000 | ||
Utilize as Capital Resources | |||
Clearing Operations [Line Items] | |||
Default fund contributions | 1,284,000,000 | ||
Utilize as Member Posted Surplus Balance | |||
Clearing Operations [Line Items] | |||
Default fund contributions | 112,000,000 | ||
Nasdaq Clearing Members Cash Contributions | |||
Clearing Operations [Line Items] | |||
Default fund contributions | 1,187,000,000 | ||
Default fund contributions and margin deposits | 7,134,000,000 | $ 7,021,000,000 | |
Restricted Cash and Equivalents | |||
Clearing Operations [Line Items] | |||
Currency translation adjustment | 234,000,000 | ||
Investments | |||
Clearing Operations [Line Items] | |||
Currency translation adjustment | $ 17,000,000 | ||
Minimum | |||
Clearing Operations [Line Items] | |||
Reverse purchase agreements, maturity range | 3 days | ||
Maximum | |||
Clearing Operations [Line Items] | |||
Reverse purchase agreements, maturity range | 7 days | ||
Nasdaq Clearing | |||
Clearing Operations [Line Items] | |||
Committed capital | $ 120,000,000 | ||
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 | $ 2,400,000,000 | $ 3,000,000,000 | |
Total number of derivative contracts cleared (in contracts) | contract | 2,418,638 | 3,117,583 |
Clearing Operations (Schedule o
Clearing Operations (Schedule of Clearing Member Default Fund Contributions And Margin Deposits) (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Clearing Operations [Line Items] | ||
Default fund contributions | $ 1,396 | |
Margin deposits | 11,381 | |
Total | 12,777 | |
Cash Contributions | ||
Clearing Operations [Line Items] | ||
Default fund contributions | 1,187 | |
Margin deposits | 5,947 | |
Total | 7,134 | $ 7,021 |
Non-Cash Contributions | ||
Clearing Operations [Line Items] | ||
Default fund contributions | 209 | |
Margin deposits | 5,434 | |
Total | $ 5,643 |
Clearing Operations (Investment
Clearing Operations (Investment Policy) (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Clearing Operations [Line Items] | ||
Default funds and margin deposits assets | $ 7,134 | $ 7,021 |
Restricted Cash and Equivalents | ||
Clearing Operations [Line Items] | ||
Default funds and margin deposits assets | 6,497 | 6,470 |
Demand deposits | ||
Clearing Operations [Line Items] | ||
Default funds and margin deposits assets | 5,226 | 4,775 |
Central bank certificates | ||
Clearing Operations [Line Items] | ||
Default funds and margin deposits assets | 1,271 | 1,695 |
Investments | ||
Clearing Operations [Line Items] | ||
Default funds and margin deposits assets | 637 | 551 |
European government debt securities | ||
Clearing Operations [Line Items] | ||
Default funds and margin deposits assets | 130 | 222 |
Reverse repurchase agreements | ||
Clearing Operations [Line Items] | ||
Default funds and margin deposits assets | 447 | 192 |
Multilateral development bank debt securities | ||
Clearing Operations [Line Items] | ||
Default funds and margin deposits assets | $ 60 | $ 137 |
Clearing Operations (Schedule_2
Clearing Operations (Schedule of Derivative Contracts) (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 USD ($) TWh contract | Jun. 30, 2022 TWh contract | |
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 2,686 | |
Total number of cleared contracts (in contracts) | contract | 41,775,867 | 44,913,953 |
Total volume in cleared power, in Terawatt hours (TWh) | TWh | 162 | 250 |
Commodity and seafood options, futures and forwards | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 340 | |
Total number of cleared contracts (in contracts) | contract | 111,406 | 182,341 |
Fixed-income options and futures | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 2,162 | |
Total number of cleared contracts (in contracts) | contract | 9,765,001 | 12,287,280 |
Stock options and futures | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 158 | |
Total number of cleared contracts (in contracts) | contract | 10,695,634 | 8,980,694 |
Index options and futures | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 26 | |
Total number of cleared contracts (in contracts) | contract | 21,203,826 | 23,463,638 |
Leases (Summary of Supplemental
Leases (Summary of Supplemental Balance Sheet Information Related to Operating Leases) (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Operating lease assets | $ 410 | $ 444 |
Liabilities: | ||
Current lease liabilities | $ 58 | $ 54 |
Current lease liability, statement of financial position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Non-current lease liabilities | $ 427 | $ 452 |
Total lease liabilities | $ 485 | $ 506 |
Leases (Leases Cost) (Details)
Leases (Leases Cost) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease cost | $ 22 | $ 19 | $ 50 | $ 38 |
Variable lease cost | 11 | 7 | 23 | 16 |
Sublease income | (1) | (1) | (2) | (2) |
Total lease cost | $ 32 | $ 25 | $ 71 | $ 52 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Leases [Abstract] | ||||
Lease asset impairments | $ 5 | $ 23 | ||
Operating lease asset impairments | 3 | 13 | $ 0 | |
Exit costs | 2 | 5 | ||
Impairment of leasehold | 5 | |||
Current lease liabilities | 58 | 58 | $ 54 | |
Lease liability for lease not yet commenced | $ 44 | $ 44 |
Leases (Operating Lease Maturit
Leases (Operating Lease Maturity) (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Remainder of 2023 | $ 37 | |
2024 | 71 | |
2025 | 62 | |
2026 | 51 | |
2027 | 48 | |
2028+ | 316 | |
Total lease payments | 585 | |
Less: interest | (100) | |
Present value of lease liabilities | $ 485 | $ 506 |
Leases (Leases Terms and Discou
Leases (Leases Terms and Discount Rate) (Details) | Jun. 30, 2023 |
Leases [Abstract] | |
Weighted-average remaining lease term (in years) | 10 years 2 months 12 days |
Weighted-average discount rate | 3.70% |
Leases (Supplemental Cash Flow
Leases (Supplemental Cash Flow Information) (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 38 | $ 28 |
Lease assets obtained in exchange for operating lease liabilities | $ 8 | $ 126 |
Income Taxes - Provision and Ef
Income Taxes - Provision and Effective Rate (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ 70 | $ 90 | $ 165 | $ 182 |
Effective tax rate | 20.80% | 22.70% | 22.50% | 23.60% |
Commitments, Contingencies an_2
Commitments, Contingencies and Guarantees (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Line Items] | ||
Financial guarantees obtained | $ 4,000,000 | $ 4,000,000 |
Clearinghouse Credit Facilities | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Credit facility, available liquidity | 178,000,000 | 184,000,000 |
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) $ in Millions | 3 Months Ended | 6 Months Ended | |
Aug. 31, 2022 segment | Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) segment | |
Segment Reporting [Abstract] | |||
Number of operating segments (in segments) | 4 | 3 | |
Number of reportable segments (in segments) | 3 | ||
Lease asset impairments | $ | $ 5 | $ 23 |
Business Segments (Schedule of
Business Segments (Schedule of Operating Segments) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 1,433 | $ 1,552 | $ 2,966 | $ 3,087 |
Transaction-based expenses | (508) | (659) | (1,128) | (1,302) |
Revenues less transaction-based expenses | 925 | 893 | 1,838 | 1,785 |
Operating income | 382 | 412 | 794 | 817 |
Operating Segments | Market Platforms | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 905 | 1,051 | 1,938 | 2,090 |
Transaction-based expenses | (508) | (659) | (1,128) | (1,302) |
Revenues less transaction-based expenses | 397 | 392 | 810 | 788 |
Operating income | 211 | 217 | 440 | 430 |
Operating Segments | Capital Access Platforms | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 438 | 422 | 854 | 841 |
Revenues less transaction-based expenses | 438 | 422 | 854 | 841 |
Operating income | 241 | 241 | 467 | 472 |
Operating Segments | Anti-Financial Crime | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 89 | 75 | 173 | 147 |
Revenues less transaction-based expenses | 89 | 75 | 173 | 147 |
Operating income | 32 | 20 | 55 | 35 |
Corporate Items | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 1 | 4 | 1 | 9 |
Revenues less transaction-based expenses | 1 | 4 | 1 | 9 |
Operating income | $ (102) | $ (66) | $ (168) | $ (120) |
Business Segments (Corporate It
Business Segments (Corporate Items) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenues - divested businesses | $ 1,433 | $ 1,552 | $ 2,966 | $ 3,087 |
Expenses: | ||||
Amortization expense of acquired intangible assets | 37 | 39 | 75 | 78 |
Merger and strategic initiatives expense | 45 | 12 | 47 | 27 |
Restructuring charges | 14 | 0 | 33 | 0 |
Lease asset impairments | 5 | 23 | ||
Operating loss | 382 | 412 | 794 | 817 |
Corporate Items | ||||
Segment Reporting Information [Line Items] | ||||
Revenues - divested businesses | 1 | 4 | 1 | 9 |
Expenses: | ||||
Amortization expense of acquired intangible assets | 37 | 39 | 75 | 78 |
Merger and strategic initiatives expense | 45 | 12 | 47 | 27 |
Restructuring charges | 14 | 0 | 33 | 0 |
Extinguishment of debt | 0 | 16 | 0 | 16 |
Lease asset impairments | 5 | 0 | 23 | 0 |
Expenses - divested/contributed businesses | 1 | 2 | 1 | 2 |
Other | 1 | 1 | (10) | 6 |
Total expenses | 103 | 70 | 169 | 129 |
Operating loss | $ (102) | $ (66) | $ (168) | $ (120) |
Restructuring Charges (Narrativ
Restructuring Charges (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | |
Oct. 31, 2022 | Jun. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Costs incurred to date | $ 48 | |
Restructuring, period of recognition | 2 years | |
Minimum | Division Realignment | ||
Restructuring Cost and Reserve [Line Items] | ||
Costs incurred to date | $ 115 | |
Maximum | Division Realignment | ||
Restructuring Cost and Reserve [Line Items] | ||
Costs incurred to date | $ 145 |
Restructuring Charges (Summary
Restructuring Charges (Summary of Restructuring Plan) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | $ 14 | $ 0 | $ 33 | $ 0 |
Total Program Costs Incurred | 48 | 48 | ||
Asset impairment charges | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | 0 | 12 | ||
Total Program Costs Incurred | 20 | 20 | ||
Consulting services | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | 7 | 10 | ||
Total Program Costs Incurred | 13 | 13 | ||
Employee-related costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | 4 | 7 | ||
Total Program Costs Incurred | 10 | 10 | ||
Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | 3 | 4 | ||
Total Program Costs Incurred | $ 5 | $ 5 |