UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedJune 30, 2023March 31, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number: 001-38855

Nasdaq, Inc.
(Exact name of registrant as specified in its charter)
Delaware52-1165937
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
151 W. 42nd Street,New York,New York10036
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: +1 212 401 8700
No Changes
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareNDAQThe Nasdaq Stock Market
4.500% Senior Notes due 2032NDAQ32The Nasdaq Stock Market
0.900% Senior Notes due 2033NDAQ33The Nasdaq Stock Market
0.875% Senior Notes due 2030NDAQ30The Nasdaq Stock Market
1.75% Senior Notes due 2029NDAQ29The Nasdaq Stock Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No    
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
ClassOutstanding at July 25, 2023April 24, 2024
Common Stock, $0.01 par value per share491,316,160576,532,584 shares




Nasdaq, Inc.
  
Page  
Part I. FINANCIAL INFORMATION
 
Item 1.
Item 2.
Item 3.
Item 4.
Part II. OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.




i


About this Form 10-Q
Throughout this Form 10-Q, unless otherwise specified:
“Nasdaq,” “we,” “us” and “our” refer to Nasdaq, Inc.
“Nasdaq Baltic” refers to collectively, Nasdaq Tallinn AS, Nasdaq Riga, AS, and AB Nasdaq Vilnius.
“Nasdaq BX” refers to the cash equity exchange operated by Nasdaq BX, Inc.
“Nasdaq BX Options” refers to the options exchange operated by Nasdaq BX, Inc.
“Nasdaq Clearing” refers to the clearing operations conducted by Nasdaq Clearing AB.
“Nasdaq CXC” and “Nasdaq CX2” refer to the Canadian cash equity trading books operated by Nasdaq CXC Limited.
“Nasdaq First North” refers to our alternative marketplaces for smaller companies and growth companies in the Nordic and Baltic regions.
“Nasdaq GEMX” refers to the options exchange operated by Nasdaq GEMX, LLC.
“Nasdaq ISE” refers to the options exchange operated by Nasdaq ISE, LLC. 
“Nasdaq MRX” refers to the options exchange operated by Nasdaq MRX, LLC. 
“Nasdaq Nordic” refers to collectively, Nasdaq Clearing AB, Nasdaq Stockholm AB, Nasdaq Copenhagen A/S, Nasdaq Helsinki Ltd, and Nasdaq Iceland hf.
“Nasdaq PHLX” refers to the options exchange operated by Nasdaq PHLX LLC.
“Nasdaq PSX” refers to the cash equity exchange operated by Nasdaq PHLX LLC.
“The Nasdaq Options Market” refers to the options exchange operated by The Nasdaq Stock Market LLC.
“The Nasdaq Stock Market” refers to the cash equity exchange and listing venue operated by The Nasdaq Stock Market LLC.
Nasdaq also provides as a tool for the reader the following list of abbreviations and acronyms that are used throughout this Quarterly Report on Form 10-Q.
2020 Credit Facility: $1.25 billion senior unsecured revolving credit facility, which was amended and restated by the 2022 Revolving Credit Agreement
2022 Revolving Credit Agreement:Facility: $1.25 billion senior unsecured revolving credit facility, which matures on December 16, 2027, which has replaced the $1.25 billion credit facility issued in 2020
2025 Notes: $500 million aggregate principal amount of 5.650% senior unsecured notes due June 28, 2025

2026 Notes: $500 million aggregate principal amount of 3.850% senior unsecured notes due June 30, 2026
2028 Notes: $1 billion aggregate principal amount of 5.350% senior unsecured notes due June 28, 2028
2029 Notes: €600 million aggregate principal amount of 1.75% senior unsecured notes due March 28, 2029
2030 Notes: €600 million aggregate principal amount of 0.875% senior unsecured notes due February 13, 2030
2031 Notes: $650 million aggregate principal amount of 1.650% senior unsecured notes due January 15, 2031
2032 Notes: €750 million aggregate principal amount of 4.500% senior unsecured notes due February 15, 2032
2033 Notes: €615 million aggregate principal amount of 0.900% senior unsecured notes due July 30, 2033
2034 Notes: $1.25 billion aggregate principal amount of 5.550% senior unsecured notes due February 15, 2034
2040 Notes: $650 million aggregate principal amount of 2.500% senior unsecured notes due December 21, 2040
2050 Notes: $500 million aggregate principal amount of 3.250% senior unsecured notes due April 28, 2050
2052 Notes: $550 million aggregate principal amount of 3.950% senior unsecured notes due March 7, 2052
2053 Notes: $750 million aggregate principal amount of 5.950% senior unsecured notes due August 15, 2053
2063 Notes: $750 million aggregate principal amount of 6.100% senior unsecured notes due June 28, 2063
ARR: Annualized Recurring Revenue
ASR: Accelerated Share RepurchaseASC: Accounting Standards Codification
ASU: Accounting Standards Update
AUM: Assets Under Management
CCP: Central Counterparty
CFTC: U.S. Commodity Futures Trading Commission
Equity Plan: Nasdaq Equity Incentive Plan
ESG: Environmental, Social and Governance
EMIR: European Market Infrastructure Regulation
ESPP: Nasdaq Employee Stock Purchase Plan
ETF: Exchange Traded Fund
ETP: Exchange Traded Product
Exchange Act: Securities Exchange Act of 1934, as amended
FASB: Financial Accounting Standards Board
FINRA: Financial Industry Regulatory Authority
IPO: Initial Public Offering
NSCC: National Securities Clearing Corporation
OCC: The Options Clearing Corporation
OTC: Over-the-Counter
ii


PSU: Performance Share Unit
SaaS: Software as a Service
SEC: U.S. Securities and Exchange Commission
ii


SERP: Supplemental Executive Retirement Plan
SPAC: Special Purpose Acquisition Company
SFSA: Swedish Financial Supervisory Authority
SOFR: Secured Overnight Financing Rate
S&P: Standard & Poor’s
S&P 500: S&P 500 Stock Index
SPAC: Special Purpose Acquisition Company
TSR: Total Shareholder Return
U.S. GAAP: U.S. Generally Accepted Accounting Principles
U.S. Tape plans: U.S. cash equity and U.S. options industry data
NASDAQ, the NASDAQ logos, and other brand, service or product names or marks referred to in this report are trademarks or service marks, registered or otherwise, of Nasdaq, Inc. and/or its subsidiaries. FINRA and Trade Reporting Facility are registered trademarks of FINRA.
This Quarterly Report on Form 10-Q includes market share and industry data that we obtained from industry publications and surveys, reports of governmental agencies and internal company surveys. Industry publications and surveys generally state that the information they contain has been
obtained from sources believed to be reliable, but we cannot assure you that this information is accurate or complete. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Statements as to our market position are based on the most currently available market data. For market comparison purposes, The Nasdaq Stock Market data in this Quarterly Report on Form 10-Q for IPOs and new listings of equity securities (including issuers that switched from other listings venues, closed-end funds and ETPs) is based on data generated internally by us; therefore, the data may not be comparable to other publicly-available IPO data. Data in this Quarterly Report on Form 10-Q for new listings of equity securities on The Nasdaq Stock Market is based on data generated internally by us, which includes issuers that switched from other listing venues, closed-end funds and ETPs. Data in this Quarterly Report on Form 10-Q for IPOs and new listings of equity securities on the Nasdaq Nordic and Nasdaq Baltic exchanges and Nasdaq First North also is based on data generated internally by us. IPOs and new listings data is presented as of period end. While we are not aware of any misstatements regarding industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors. We refer you to the "Risk Factors"“Risk Factors” section in our Form 10-K for the fiscal year ended December 31, 20222023 that was filed with the SEC on February 23, 2023. 21, 2024.
Nasdaq intends to use its website, ir.nasdaq.com, as a means for disclosing material non-public information and for complying with SEC Regulation FD and other disclosure obligations.
iii


Forward-Looking Statements
The SEC encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This Quarterly Report on Form 10-Q contains these types of statements. Words such as “may,” “will,” “could,” “should,” “anticipates,” “envisions,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words or terms of similar substance used in connection with any discussion of future expectations as to industry and regulatory developments or business initiatives and strategies, future operating results or financial performance, and other future developments are intended to identify forward-looking statements. These include, among others, statements relating to:
our strategic direction, including changes to our corporate structure;
the integration of acquired businesses, including accounting decisions relating thereto;
the scope, nature or impact of acquisitions, divestitures, investments, joint ventures or other transactional activities;
the effective dates for, and expected benefits of, ongoing initiatives, including transactional activities and other strategic, restructuring, technology, ESG, de-leveraging and capital return initiatives;
our products and services;
the impact of pricing changes;
tax matters;
the cost and availability of liquidity and capital; and
any litigation, or any regulatory or government investigation or action, to which we are or could become a party or which may affect us and any potential settlements of litigation, regulatory or governmental investigations or actions, including with respect to our CFTC investigation.
Forward-looking statements involve risks and uncertainties. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others, the following:
our operating results may be lower than expected;
our ability to successfully integrate acquired businesses or divest sold businesses or assets, including the fact that any integration or transition may be more difficult, time consuming or costly than expected, and we may be unable to realize synergies from business combinations, acquisitions, divestitures or other transactional activities;
loss of significant trading and clearing volumes or values, fees, market share, listed companies, market data customers or other customers;
our ability to develop and grow our non-trading businesses, including our technology, analytics, ESG and anti-financial crime offerings;businesses;
our ability to keep up with rapid technological advances, including our ability to effectively manage the development and use of artificial intelligence in certain of our products and offerings, and adequately address cybersecurity risks;


economic, political and market conditions and fluctuations, including inflation, interest rate and foreign currency risk inherent in U.S. and international operations, and geopolitical instability;
the performance and reliability of our technology and technology of third parties on which we rely;
any significant systems failures or errors in our operational processes;
our ability to continue to generate cash and manage our indebtedness; and
adverse changes that may occur in the litigation or regulatory areas, or in the securities markets generally, or increased regulatory oversight domestically or internationally.
Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the uncertainty and any risk related to forward-looking statements that we make. These risk factors are more fully described in the "Risk Factors"Risk Factors section in our Form 10-K filed with the SEC on February 23, 2023.21, 2024. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. You should carefully read this entire Quarterly Report on Form 10-Q, including “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the condensed consolidated financial statements and the related notes. Except as required by the federal securities laws, we undertake no obligation to update any forward-looking statement, release publicly any revisions to any forward-looking statements or report the occurrence of unanticipated events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
iv


PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Nasdaq, Inc.
Condensed Consolidated Balance Sheets
(in millions, except share and par value amounts)
June 30, 2023December 31, 2022
(unaudited)
March 31, 2024March 31, 2024December 31, 2023
(unaudited)
Assets
Assets
AssetsAssets
Current assets:Current assets:
Current assets:
Current assets:
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalentsCash and cash equivalents$5,347 $502 
Restricted cash and cash equivalentsRestricted cash and cash equivalents23 22 
Default funds and margin deposits (including restricted cash and cash equivalents of $6,497 and $6,470, respectively)7,134 7,021 
Default funds and margin deposits (including restricted cash and cash equivalents of $4,821 and $6,645, respectively)
Financial investmentsFinancial investments288 181 
Receivables, netReceivables, net597 677 
Other current assetsOther current assets189 201 
Total current assetsTotal current assets13,578 8,604 
Property and equipment, netProperty and equipment, net536 532 
GoodwillGoodwill8,020 8,099 
Intangible assets, netIntangible assets, net2,490 2,581 
Operating lease assetsOperating lease assets410 444 
Other non-current assetsOther non-current assets623 608 
Total assetsTotal assets$25,657 $20,868 
LiabilitiesLiabilities
Liabilities
Liabilities
Current liabilities:Current liabilities:
Current liabilities:
Current liabilities:
Accounts payable and accrued expenses
Accounts payable and accrued expenses
Accounts payable and accrued expensesAccounts payable and accrued expenses$199 $185 
Section 31 fees payable to SECSection 31 fees payable to SEC184 243 
Accrued personnel costsAccrued personnel costs156 243 
Deferred revenueDeferred revenue558 357 
Other current liabilitiesOther current liabilities140 122 
Default funds and margin depositsDefault funds and margin deposits7,134 7,021 
Short-term debtShort-term debt140 664 
Total current liabilitiesTotal current liabilities8,511 8,835 
Long-term debtLong-term debt9,792 4,735 
Deferred tax liabilities, netDeferred tax liabilities, net474 456 
Operating lease liabilitiesOperating lease liabilities427 452 
Other non-current liabilitiesOther non-current liabilities206 226 
Total liabilitiesTotal liabilities19,410 14,704 
Commitments and contingenciesCommitments and contingencies
Commitments and contingencies
Commitments and contingencies
EquityEquity
Equity
Equity
Nasdaq stockholders’ equity: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
Nasdaq stockholders’ equity:
Nasdaq stockholders’ equity:
Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 599,052,284 at March 31, 2024 and 598,014,520 at December 31, 2023; shares outstanding: 575,758,581 at March 31, 2024 and 575,159,336 at December 31, 2023
Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 599,052,284 at March 31, 2024 and 598,014,520 at December 31, 2023; shares outstanding: 575,758,581 at March 31, 2024 and 575,159,336 at December 31, 2023
Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 599,052,284 at March 31, 2024 and 598,014,520 at December 31, 2023; shares outstanding: 575,758,581 at March 31, 2024 and 575,159,336 at December 31, 2023
Additional paid-in capitalAdditional paid-in capital1,363 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)
Common stock in treasury, at cost: 23,293,703 shares at March 31, 2024 and 22,855,184 shares at December 31, 2023
Accumulated other comprehensive lossAccumulated other comprehensive loss(2,119)(1,991)
Retained earningsRetained earnings7,569 7,207 
Total Nasdaq stockholders��� equity6,235 6,151 
Total Nasdaq stockholders’ equity
Noncontrolling interestsNoncontrolling interests12 13 
Total equityTotal equity6,247 6,164 
Total liabilities and equityTotal liabilities and equity$25,657 $20,868 
See accompanying notes to condensed consolidated financial statements.
1


Nasdaq, Inc.
Condensed Consolidated Statements of Income
(unaudited)
(in millions, except per share amounts)
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Revenues:Revenues:   
Market Platforms$905 $1,051 $1,938 $2,090 
Revenues:
Revenues:
Capital Access PlatformsCapital Access Platforms438 422 854 841 
Anti-Financial Crime89 75 173 147 
Capital Access Platforms
Capital Access Platforms
Financial Technology
Financial Technology
Financial Technology
Market Services
Market Services
Market Services
Other revenues
Other revenues
Other revenuesOther revenues
Total revenuesTotal revenues1,433 1,552 2,966 3,087 
Total revenues
Total revenues
Transaction-based expenses:
Transaction-based expenses:
Transaction-based expenses:Transaction-based expenses:    
Transaction rebatesTransaction rebates(444)(529)(931)(1,111)
Transaction rebates
Transaction rebates
Brokerage, clearance and exchange fees
Brokerage, clearance and exchange fees
Brokerage, clearance and exchange feesBrokerage, clearance and exchange fees(64)(130)(197)(191)
Revenues less transaction-based expensesRevenues less transaction-based expenses925 893 1,838 1,785 
Revenues less transaction-based expenses
Revenues less transaction-based expenses
Operating expenses:
Operating expenses:
Operating expenses:Operating expenses:    
Compensation and benefitsCompensation and benefits261 247 517 501 
Compensation and benefits
Compensation and benefits
Professional and contract services
Professional and contract services
Professional and contract servicesProfessional and contract services30 29 61 64 
Computer operations and data communicationsComputer operations and data communications56 50 110 101 
Computer operations and data communications
Computer operations and data communications
Occupancy
Occupancy
OccupancyOccupancy32 25 71 52 
General, administrative and otherGeneral, administrative and other22 34 35 55 
General, administrative and other
General, administrative and other
Marketing and advertising
Marketing and advertising
Marketing and advertisingMarketing and advertising11 19 21 
Depreciation and amortizationDepreciation and amortization65 65 134 132 
Depreciation and amortization
Depreciation and amortization
Regulatory
Regulatory
RegulatoryRegulatory17 15 
Merger and strategic initiativesMerger and strategic initiatives45 12 47 27 
Merger and strategic initiatives
Merger and strategic initiatives
Restructuring charges
Restructuring charges
Restructuring chargesRestructuring charges14 — 33 — 
Total operating expensesTotal operating expenses543 481 1,044 968 
Total operating expenses
Total operating expenses
Operating income
Operating income
Operating incomeOperating income382 412 794 817 
Interest incomeInterest income— 15 
Interest income
Interest income
Interest expense
Interest expense
Interest expenseInterest expense(36)(32)(73)(64)
Other income (loss)(6)(7)
Net income (loss) from unconsolidated investees(11)15 
Other income
Other income
Other income
Net income from unconsolidated investees
Net income from unconsolidated investees
Net income from unconsolidated investees
Income before income taxes
Income before income taxes
Income before income taxesIncome before income taxes337 397 732 771 
Income tax provisionIncome tax provision70 90 165 182 
Income tax provision
Income tax provision
Net income
Net income
Net incomeNet income267 307567 589 
Net loss attributable to noncontrolling interestsNet loss attributable to noncontrolling interests— — 
Net loss attributable to noncontrolling interests
Net loss attributable to noncontrolling interests
Net income attributable to Nasdaq
Net income attributable to Nasdaq
Net income attributable to NasdaqNet income attributable to Nasdaq$267 $307 $568 $590 
Per share information:Per share information:    
Per share information:
Per share information:
Basic earnings per share
Basic earnings per share
Basic earnings per shareBasic earnings per share$0.54 $0.62 $1.16 $1.20 
Diluted earnings per shareDiluted earnings per share$0.54 $0.62 $1.15 $1.18 
Diluted earnings per share
Diluted earnings per share
Cash dividends declared per common shareCash dividends declared per common share$0.22 $0.20 $0.42 $0.38 
Cash dividends declared per common share
Cash dividends declared per common share

See accompanying notes to condensed consolidated financial statements.
2


Nasdaq, Inc.
Condensed Consolidated Statements of Comprehensive Income
(unaudited)
(in millions)
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Net income$267 $307 $567 $589 
Other comprehensive loss:   
Foreign currency translation losses(116)(206)(138)(273)
Income tax benefit (expense)(1)
(29)10 (45)
Foreign currency translation, net(113)(235)(128)(318)
Net income
Net income
Net income
Other comprehensive income (loss):
Other comprehensive income (loss):
Other comprehensive income (loss):
Foreign currency translation losses
Foreign currency translation losses
Foreign currency translation losses
Income tax benefit (expense)(1)
Income tax benefit (expense)(1)
Income tax benefit (expense)(1)
Foreign currency translation, net
Foreign currency translation, net
Foreign currency translation, net
Net unrealized loss from cash flow hedges
Net unrealized loss from cash flow hedges
Net unrealized loss from cash flow hedges
Employee benefit plan adjustment
Employee benefit plan adjustment
Employee benefit plan adjustment
Employee benefit plan income tax provision
Employee benefit plan income tax provision
Employee benefit plan income tax provision
Employee benefit plan, net
Employee benefit plan, net
Employee benefit plan, net
Total other comprehensive loss, net of tax
Total other comprehensive loss, net of tax
Total other comprehensive loss, net of tax
Comprehensive income
Comprehensive income
Comprehensive incomeComprehensive income154 72 439 271 
Comprehensive loss attributable to noncontrolling interestsComprehensive loss attributable to noncontrolling interests— — 
Comprehensive loss attributable to noncontrolling interests
Comprehensive loss attributable to noncontrolling interests
Comprehensive income attributable to NasdaqComprehensive income attributable to Nasdaq$154 $72 $440 $272 
Comprehensive income attributable to Nasdaq
Comprehensive income attributable to Nasdaq
____________
(1)    Primarily relates to the tax effect of unrealized gains and losses on Euro denominated notes.



See accompanying notes to condensed consolidated financial statements.

3


Nasdaq, Inc. 
Condensed Consolidated Statements of Changes in Stockholders'Stockholders Equity
(unaudited)
(in millions)
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
2024
2024
Shares
Shares
Shares
Common stock
Common stock
Common stock
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Shares$Shares$Shares$Shares$
Common stock490 493 492 500 
Additional paid-in capital
Additional paid-in capital
Additional paid-in capitalAdditional paid-in capital
Beginning balanceBeginning balance1,312 1,507 1,445 1,949 
Beginning balance
Beginning balance
Share repurchase programShare repurchase program— — (3)(166)(3)(159)(5)(308)
ASR agreement— — — — — — (6)(325)
Share repurchase program
Share repurchase program
Share-based compensationShare-based compensation234 125 60 49 
Other issuances of common stock, net17 16 17 17 
Share-based compensation
Share-based compensation
Ending balance
Ending balance
Ending balanceEnding balance1,363 1,382 1,363 1,382 
Common stock in treasury, at costCommon stock in treasury, at cost
Common stock in treasury, at cost
Common stock in treasury, at cost
Beginning balance
Beginning balance
Beginning balanceBeginning balance(555)(489)(515)(437)
Other employee stock activityOther employee stock activity(1)(28)— (20)(1)(68)(1)(72)
Other employee stock activity
Other employee stock activity
Ending balance
Ending balance
Ending balanceEnding balance(583)(509)(583)(509)
Accumulated other comprehensive lossAccumulated other comprehensive loss
Accumulated other comprehensive loss
Accumulated other comprehensive loss
Beginning balance
Beginning balance
Beginning balanceBeginning balance(2,006)(1,670)(1,991)(1,587)
Other comprehensive lossOther comprehensive loss(113)(235)(128)(318)
Other comprehensive loss
Other comprehensive loss
Ending balance
Ending balance
Ending balanceEnding balance(2,119)(1,905)(2,119)(1,905)
Retained earningsRetained earnings
Retained earnings
Retained earnings
Beginning balanceBeginning balance7,411 6,660 7,207 6,465 
Beginning balance
Beginning balance
Net income attributable to NasdaqNet income attributable to Nasdaq267 307 568 590 
Cash dividends declared per common share(109)(98)(206)(186)
Net income attributable to Nasdaq
Net income attributable to Nasdaq
Cash dividends declared and paid
Cash dividends declared and paid
Cash dividends declared and paid
Ending balance
Ending balance
Ending balanceEnding balance7,569 6,869 7,569 6,869 
Total Nasdaq stockholders’ equityTotal Nasdaq stockholders’ equity6,235 5,842 6,235 5,842 
Total Nasdaq stockholders’ equity
Total Nasdaq stockholders’ equity
Noncontrolling interests
Noncontrolling interests
Noncontrolling interestsNoncontrolling interests
Beginning balanceBeginning balance12 13 10 
Beginning balance
Beginning balance
Net activity related to noncontrolling interestsNet activity related to noncontrolling interests— — (1)(1)
Net activity related to noncontrolling interests
Net activity related to noncontrolling interests
Ending balance
Ending balance
Ending balanceEnding balance12 12 
Total EquityTotal Equity491 $6,247 491 $5,851 491 $6,247 491 $5,851 
Total Equity
Total Equity




See accompanying notes to condensed consolidated financial statements.
4


Nasdaq, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(in millions)
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
Cash flows from operating activities:
Cash flows from operating activities:
Cash flows from operating activities:
Net income
Net income
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Depreciation and amortization
Depreciation and amortization
Share-based compensation
Share-based compensation
Share-based compensation
Deferred income taxes
Deferred income taxes
Deferred income taxes
Six Months Ended June 30,
20232022
Cash flows from operating activities:
Net income$567 $589 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization134 132 
Share-based compensation60 49 
Deferred income taxes30 35 
Non-cash restructuring charges
Extinguishment of debt and bridge fees25 16 
Non-cash restructuring charges
Non-cash restructuring chargesNon-cash restructuring charges12 — 
Net income from unconsolidated investeesNet income from unconsolidated investees(3)(15)
Operating lease asset impairments13 — 
Net income from unconsolidated investees
Net income from unconsolidated investees
Other reconciling items included in net incomeOther reconciling items included in net income21 
Net change in operating assets and liabilities, net of effects of acquisitions:
Other reconciling items included in net income
Other reconciling items included in net income
Net change in operating assets and liabilities:
Net change in operating assets and liabilities:
Net change in operating assets and liabilities:
Receivables, net
Receivables, net
Receivables, netReceivables, net72 (75)
Other assetsOther assets10 25 
Other assets
Other assets
Accounts payable and accrued expenses
Accounts payable and accrued expenses
Accounts payable and accrued expensesAccounts payable and accrued expenses14 
Section 31 fees payable to SECSection 31 fees payable to SEC(60)113 
Section 31 fees payable to SEC
Section 31 fees payable to SEC
Accrued personnel costs
Accrued personnel costs
Accrued personnel costsAccrued personnel costs(85)(83)
Deferred revenueDeferred revenue189 195 
Deferred revenue
Deferred revenue
Other liabilities
Other liabilities
Other liabilitiesOther liabilities(20)(11)
Net cash provided by operating activitiesNet cash provided by operating activities979 980 
Net cash provided by operating activities
Net cash provided by operating activities
Cash flows from investing activities:
Cash flows from investing activities:
Cash flows from investing activities:Cash flows from investing activities:
Purchases of securitiesPurchases of securities(411)(201)
Purchases of securities
Purchases of securities
Proceeds from sales and redemptions of securities
Proceeds from sales and redemptions of securities
Proceeds from sales and redemptions of securitiesProceeds from sales and redemptions of securities296 222 
Acquisition of businesses, net of cash and cash equivalents acquired— (41)
Purchases of property and equipment
Purchases of property and equipment
Purchases of property and equipmentPurchases of property and equipment(79)(77)
Investments related to default funds and margin deposits, net(1)
Investments related to default funds and margin deposits, net(1)
(103)(202)
Investments related to default funds and margin deposits, net(1)
Investments related to default funds and margin deposits, net(1)
Other investing activities
Other investing activities
Other investing activitiesOther investing activities55 
Net cash used in investing activitiesNet cash used in investing activities(292)(244)
Net cash used in investing activities
Net cash used in investing activities
Cash flows from financing activities:
Cash flows from financing activities:
Cash flows from financing activities:Cash flows from financing activities:
Repayments of commercial paper, netRepayments of commercial paper, net(524)(1)
Repayments of debt and credit commitment— (499)
Payment of debt extinguishment cost and bridge fees(25)(16)
Repayments of commercial paper, net
Repayments of commercial paper, net
Proceeds from issuances of debt, net of issuance costs5,016 541 
Repayments of term loan
Repayments of term loan
Repayments of term loan
Repurchases of common stockRepurchases of common stock(159)(308)
ASR agreement— (325)
Repurchases of common stock
Repurchases of common stock
Dividends paidDividends paid(206)(186)
Proceeds received from employee stock activity and other issuances18 17 
Dividends paid
Dividends paid
Payments related to employee shares withheld for taxes
Payments related to employee shares withheld for taxes
Payments related to employee shares withheld for taxesPayments related to employee shares withheld for taxes(68)(72)
Default funds and margin depositsDefault funds and margin deposits364 3,554 
Default funds and margin deposits
Default funds and margin deposits
Other financing activitiesOther financing activities— (2)
Net cash provided by financing activities4,416 2,703 
Other financing activities
Other financing activities
Net cash used in financing activities
Net cash used in financing activities
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalentsEffect 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 equivalents4,873 2,757 
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents
Net decrease in cash and cash equivalents and restricted cash and cash equivalents
Net decrease in cash and cash equivalents and restricted cash and cash equivalents
Net decrease in cash and cash equivalents and restricted cash and cash equivalents
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period
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 periodCash and cash equivalents, restricted cash and cash equivalents at end of period$11,867 $8,253 
Cash and cash equivalents, restricted cash and cash equivalents at end of period
Cash and cash equivalents, restricted cash and cash equivalents at end of period
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash EquivalentsReconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents
Cash and cash equivalentsCash and cash equivalents$5,347 $454 
Cash and cash equivalents
Cash and cash equivalents
Restricted cash and cash equivalents
Restricted cash and cash equivalents
Restricted cash and cash equivalentsRestricted cash and cash equivalents23 30 
Restricted cash and cash equivalents (default funds and margin deposits)Restricted cash and cash equivalents (default funds and margin deposits)6,497 7,769 
Restricted cash and cash equivalents (default funds and margin deposits)
Restricted cash and cash equivalents (default funds and margin deposits)
TotalTotal$11,867 $8,253 
Total
Total
Supplemental Disclosure Cash Flow Information
Supplemental Disclosure Cash Flow Information
Supplemental Disclosure Cash Flow InformationSupplemental Disclosure Cash Flow Information
Interest paidInterest paid$67 $60 
Interest paid
Interest paid
Income taxes paid, net of refundIncome taxes paid, net of refund$136 $133 
Income taxes paid, net of refund
Income taxes paid, net of refund
__________________________
(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."

See accompanying notes to condensed consolidated financial statements.
5


Nasdaq, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. 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,the fourth quarter of 2023, following the completion of the Adenza Holdings, Inc., or Adenza, acquisition, including its two flagship solutions, AxiomSL and Calypso, we announced a new organizational structure which alignsfurther aligned our businessesbusiness more closely with the foundational shifts that are driving the evolution of the global financial system. In order to amplifyWe now manage, operate and provide 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 Platformsproducts and Market Services, have been changed to align with our new corporate structure that now includesservices in three business segments: Capital Access Platforms, Financial Technology and 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 inServices. The divisional structure, which was implemented during the thirdfourth 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.is as follows:
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.SegmentReclassification9.jpg
Capital Access Platforms
Our Capital Access Platforms segment includes ourcomprises Data & Listing Services, Index and Workflow & Insights businesses.Insights.
Our Data business sells and distributes historical and real-time market data to the sell-side customers, 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 the 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 listing platforms 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,March 31, 2024, a total of 5,223 companies listed securities on our U.S., Nasdaq Nordic, Nasdaq Baltic and Nasdaq First North exchanges. As of March 31, 2024, there were 4,1064,020 total listings on The Nasdaq Stock Market, including 547619 ETPs. The combined market capitalization in the U.S. was approximately $24.6$29.4 trillion. In Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 1,2491,203 listed companies with a combined market capitalization of approximately $1.9$2.2 trillion.
6


Our Index business develops and licenses Nasdaq-branded indexesindices and financial products. We also license cash-settled options, futures and options on futures on our indexes.indices. As of June 30, 2023, 386March 31, 2024, 361 ETPs listed on 2627 exchanges in over 20 countries tracked a Nasdaq index and accounted for $418$519 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 includesserves both public and private companies and organizations through our Investor Relations Intelligence, ESG Solutions and Governance Solutions products, which serve both public and private companies and organizations.products. 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
6


Financial Technology
Our Anti-FinancialFinancial Technology segment comprises Financial Crime segment providesManagement Technology, Regulatory Technology and Capital Markets Technology solutions.
Financial Crime Management Technology includes our Verafin solution, a cloud-based anti-financial crime management solutionsplatform to help financial institutions detect, investigate, and report money laundering and financial fraud. This segment also includes Nasdaq Trade Surveillance, a SaaS solution
Regulatory Technology comprises our surveillance and AxiomSL solutions. Our surveillance solutions are designed for banks, brokers and other market participants to assist them in complying with market abuse and integrity rules regulations and internal market surveillance policies,regulations. In addition, we provide regulators and exchanges with a platform for surveillance. AxiomSL is a global leader in risk data management and regulatory reporting solutions for the financial industry, including banks, broker dealers and asset managers. Its unique enterprise data management platform delivers data lineage, risk aggregation, analytics, workflow automation, reconciliation, validation and audit functionality, as well as Nasdaq disclosures. AxiomSL’s platform supports compliance across a wide range of global and local regulations.
Capital Markets Technology includes market technology, trade management services and Calypso. 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 market technology solutions are utilized by leading markets in North America, Europe and Asia as well as emerging markets in the Middle East, Latin America, and Africa. Our trade management services provide 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. Calypso is a leading provider of front-to-back technology solutions for the financial markets. The Calypso platform provides customers with a single platform designed from the outset to enable consolidation, innovation and growth.
Market Surveillance, a market surveillance solution for marketsServices
Our Market Services segment includes revenues from equity derivatives trading, cash equity trading, Nordic fixed income trading & clearing, Nordic commodities and regulators.U.S. Tape plans data. We operate 19 exchanges 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. Revenues from this business are reflected in Other Revenues in the Condensed Consolidated Statements of Income for all periods, and in our Corporate segment for our segment disclosures. Additionally, certain data revenues from this business that were previously included in our Capital Access Platforms segment are also reflected 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.
2. 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,revenues, 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
7


Recent Accounting Developments
In November 2023, the FormFASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 requires disclosure of a Stock Dividend
On August 26, 2022, we effected a 3-for-1 stock splitsignificant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within the segment measure of profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the Company's common stockentity’s CODM and an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024. We are currently reviewing the formimpact that the adoption of a stock dividend to shareholders of record as of August 12, 2022. The par value per share ofASU 2023-07 may have on 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.consolidated financial statements and disclosures.
Subsequent Events
There 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.
7


3. REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregation of Revenue
The following tables summarizetable summarizes the disaggregation of revenue by major product and service and by segment for the three and six months ended June 30, 2023March 31, 2024 and 2022:2023:
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended June 30,
20232022
(in millions)(in millions)
Market Platforms
Trading Services, net$250 $252 
Marketplace Technology147 140 
Capital Access PlatformsCapital Access Platforms
Data & Listing ServicesData & Listing Services187 183 
Data & Listing Services
Data & Listing Services
Index
Index
IndexIndex129 124 
Workflow & InsightsWorkflow & Insights122 115 
Anti-Financial Crime89 75 
Workflow & Insights
Workflow & Insights
Financial Technology
Financial Technology
Financial Technology
Financial Crime Management Technology
Financial Crime Management Technology
Financial Crime Management Technology
Regulatory Technology
Regulatory Technology
Regulatory Technology
Capital Markets Technology
Capital Markets Technology
Capital Markets Technology
Market Services, net
Market Services, net
Market Services, net
Other revenuesOther revenues
Other revenues
Other revenues
Revenues less transaction-based expenses
Revenues less transaction-based expenses
Revenues less transaction-based expensesRevenues less transaction-based expenses$925 $893 
Six Months Ended June 30,
20232022
(in millions)
Market Platforms
Trading Services, net$518 $516 
Marketplace Technology292 272 
Capital Access Platforms
Data & Listing Services373 365 
Index239 246 
Workflow & Insights242 230 
Anti-Financial Crime173 147 
Other revenues
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 businesssegment were recognized over time for the three and six months ended June 30, 2023March 31, 2024 and 2022.2023. For the three months ended March 31, 2024, 12.2% of Regulatory Technology revenues, related to AxiomSL, were recognized at a point in time and 11.3% of Capital Markets Technology revenues, related to Calypso, were recognized at a point in time. The remaining Financial Technology revenues were recognized over time. For the three and six months ended June 30,March 31, 2024 and 2023 approximately 97.3%, and 2022 approximately 92.9% and 93.8%93.3%, respectively, of TradingMarket Services revenues were recognized at a point in time and 7.1%2.7%, and 6.2%6.7%, 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 $1218 million as of June 30, 2023March 31, 2024 and $15 million as of December 31, 2022.2023. There were no material upward or downward adjustments to the allowance during the sixthree months ended June 30, 2023March 31, 2024. 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, 2023March 31, 2024. 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, MarketFinancial Crime Management Technology, Regulatory Technology and Anti-Financial CrimeCapital Markets Technology 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.revenue, and therefore not included below. For our MarketFinancial Crime Management Technology, Anti-Financial Crime,Regulatory Technology, Capital Markets Technology 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.
8


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:March 31, 2024:
Market TechnologyAnti-Financial CrimeWorkflow & InsightsTotal
(in millions)
Remainder of 2023$92 $209 $77 $378 
2024164 332 108 604 
2025131 131 51 313 
2026101 51 14 166 
202768 14 91 
2028+119 127 
Total$675 $743 $261 $1,679 
8
Financial Crime Management TechnologyRegulatory TechnologyCapital Markets TechnologyWorkflow & InsightsTotal
(in millions)
Remainder of 2024$167 $202 $252 $125 $746 
2025223 214 260 117 814 
2026157 87 206 56 506 
202769 50 140 26 285 
202822 32 87 14 155 
2029+10 182 199 
Total$644 $595 $1,127 $339 $2,705 


4. ACQUISITIONSACQUISITION
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 (subject to customary post-closing adjustments) 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 approximately $5.0 billion of debt, and entered into a $600 million term loan, and will useused the proceeds for the cash portion of the consideration. See Senior Unsecured Notes” and “2023 Term Loan” in “Financing of the Adenza Transaction” and “Acquisition Term Loan Agreement”Acquisition” of Note 8, “Debt Obligations,” for further discussion.
On November 1, 2023, Nasdaq completed the acquisition of Adenza for a total purchase consideration of $9,984 million, which comprises the following:
(in millions, except price per share)
Shares of Nasdaq common stock issued85.6 
Closing price per share of Nasdaq common stock on November 1, 2023$48.71 
Fair value of equity portion of the purchase consideration$4,170 
Cash consideration$5,814 
Total purchase consideration$9,984 
At the closing of the transaction, the 85.6 million shares of Nasdaq will issue the sharescommon stock were issued to Thoma Bravo, the sole shareholder of Adenza. These shares will representAdenza, and represented approximately 14.9%15% 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.Nasdaq. For further discussion on the rights of common stockholders refer to “Common Stock” of Note 11, “Nasdaq Stockholders'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. MetrioAdenza is part of our Workflow & Insights businessFinancial Technology segment.
The amounts 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 includetable below represent the financial resultspreliminary allocation of the 2022 acquisition frompurchase price to the acquired intangible assets, the deferred tax liability on the acquired intangible assets and other assets acquired and liabilities assumed based on their preliminary respective estimated fair values on the date of acquisition. These amounts are subject to revision during the acquisition. Pro forma financial results haveremainder of the measurement period, a period not to exceed 12 months from the acquisition date.
Adjustments to the provisional values, which may include tax and other estimates, during the measurement period will be recorded in the reporting period in which the adjustment amounts are determined. Changes to amounts recorded as assets and liabilities may result in a corresponding adjustment to goodwill.
The excess purchase price over the net tangible and acquired intangible assets has been presented since this acquisition was not materialrecorded as goodwill. The goodwill recognized is attributable primarily to expected synergies and is assigned to our financial results.Financial Technology segment.
Acquisition-related
(in millions)
Goodwill$5,933 
Acquired intangible assets5,050 
Receivables, net236 
Other net assets acquired153 
Cash and cash equivalents48 
Accrued personnel costs(44)
Deferred revenue(130)
Deferred tax liability on acquired intangible assets(1,262)
Total purchase consideration$9,984 
Intangible Assets
The following table presents the details of acquired intangible assets at the date of acquisition. Acquired intangible assets with finite lives are amortized using the straight-line method.
Customer
Relationships
Technology
Trade
Names
Total Acquired Intangible Assets
Intangible asset value (in millions)$3,740 $950 $360 $5,050 
Discount rate used9.5 %8.5 %8.5 %
Estimated average useful life22 years6 years20 years
Customer Relationships
Customer relationships represent the contractual relationships with customers.
Methodology
Customer relationships were valued using the income approach, specifically an excess earnings method. The excess earnings method examines the economic returns contributed by the identified tangible and intangible assets of a company, and then isolates the excess return that is attributable to the intangible asset being valued.
9


Discount Rate
The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the transactions described abovecustomer relationships relative to the overall business. In developing a discount rate for the customer relationships, we estimated a weighted-average cost of capital for the overall business and we utilized this rate as an input when discounting the cash flows. The resulting discounted cash flows were expensed as incurred and are included in merger and strategic initiatives expense inthen tax-effected at the Condensed Consolidated Statementsapplicable statutory rate.
A discounted tax amortization benefit was added to the fair value of Income. For the three and six months ended June 30, 2023 these costs primarily related toassets under the assumption that the customer relationships would be amortized for tax purposes over a period of 15 years.
Technology
As part of our planned acquisition of Adenza, we acquired developed technology relating to AxiomSL and mainly includedCalypso.
Methodology
The developed technology was valued using the income approach, specifically the relief-from-royalty method, which is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. The royalty rate is applied to the projected revenue over the expected remaining life of the intangible asset to estimate royalty savings. The net after-tax royalty savings are calculated for each year in the remaining economic life of the technology and discounted to present value.
Discount Rate
The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the transaction bridge financing, which was subsequently terminated, consulting and legal fees. Subjectdeveloped technology relative to the closingoverall business as discussed above in “Customer Relationships.”
Trade Name
As part of our acquisition of Adenza, we acquired the Adenza acquisition we expect to incur customary costs related to transaction advisors which will be included in mergerAxiomSL and strategic initiatives expenseCalypso trade names. The trade names are recognized in the Condensed Consolidated Statementsindustry and carry a reputation for quality. As such, the reputation and positive recognition embodied in the trade names is a valuable asset to Nasdaq.
Methodology
The AxiomSL and Calypso trade names were valued using the income approach, specifically the relief-from-royalty method as discussed above in “Technology.”
Discount Rate
The discount rate used reflects the amount of Income.risk associated with the hypothetical cash flows for the trade name relative to the overall business as discussed above in “Customer Relationships.”
5. GOODWILL AND ACQUIRED INTANGIBLE ASSETS
Goodwill
The following table presents the changes in goodwill by business segment during the sixthree months ended June 30, 2023:March 31, 2024:
(in millions)
MarketCapital Access Platforms
Balance at December 31, 20222023$2,9124,214 
Foreign currency translation adjustments(50)(52)
Balance at June 30, 2023March 31, 2024$2,8624,162 
Capital Access PlatformsFinancial Technology
Balance at December 31, 20222023$4,1787,873 
Foreign currency translation adjustments(27)(15)
Balance at June 30, 2023March 31, 2024$4,1517,858 
Anti-Financial Crime
Market Services
Balance at December 31, 20222023$1,0092,025 
Foreign currency translation adjustments(2)(71)
Balance at June 30, 2023March 31, 2024$1,0071,954 
Total
Balance at December 31, 20222023$8,09914,112 
Foreign currency translation adjustments(79)(138)
Balance at June 30, 2023March 31, 2024$8,02013,974 
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, 2023March 31, 2024 and 2022;2023; 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.
910


Acquired Intangible Assets
The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived:
June 30, 2023December 31, 2022
March 31, 2024
March 31, 2024
March 31, 2024
Finite-Lived Intangible Assets
Finite-Lived Intangible Assets
Finite-Lived Intangible AssetsFinite-Lived Intangible Assets(in millions)
Gross AmountGross Amount
Gross Amount
Gross Amount
Technology
Technology
TechnologyTechnology$304 $304 
Customer relationshipsCustomer relationships2,005 2,005 
Customer relationships
Customer relationships
Trade names and other
Trade names and other
Trade names and otherTrade names and other57 60 
Foreign currency translation adjustmentForeign currency translation adjustment(220)(209)
Foreign currency translation adjustment
Foreign currency translation adjustment
Total gross amount
Total gross amount
Total gross amountTotal gross amount$2,146 $2,160 
Accumulated AmortizationAccumulated Amortization
Accumulated Amortization
Accumulated Amortization
Technology
Technology
TechnologyTechnology$(119)$(97)
Customer relationshipsCustomer relationships(833)(778)
Customer relationships
Customer relationships
Trade names and other
Trade names and other
Trade names and otherTrade names and other(16)(17)
Foreign currency translation adjustmentForeign currency translation adjustment131 120 
Foreign currency translation adjustment
Foreign currency translation adjustment
Total accumulated amortization
Total accumulated amortization
Total accumulated amortizationTotal accumulated amortization$(837)$(772)
Net AmountNet Amount
Net Amount
Net Amount
Technology
Technology
TechnologyTechnology$185 $207 
Customer relationshipsCustomer relationships1,172 1,227 
Customer relationships
Customer relationships
Trade names and other
Trade names and other
Trade names and otherTrade names and other41 43 
Foreign currency translation adjustmentForeign currency translation adjustment(89)(89)
Foreign currency translation adjustment
Foreign currency translation adjustment
Total finite-lived intangible assets
Total finite-lived intangible assets
Total finite-lived intangible assetsTotal finite-lived intangible assets$1,309 $1,388 
Indefinite-Lived Intangible AssetsIndefinite-Lived Intangible Assets
Indefinite-Lived Intangible Assets
Indefinite-Lived Intangible Assets
Exchange and clearing registrations
Exchange and clearing registrations
Exchange and clearing registrationsExchange and clearing registrations$1,257 $1,257 
Trade namesTrade names121 121 
Trade names
Trade names
Licenses
Licenses
LicensesLicenses52 52 
Foreign currency translation adjustmentForeign currency translation adjustment(249)(237)
Foreign currency translation adjustment
Foreign currency translation adjustment
Total indefinite-lived intangible assets
Total indefinite-lived intangible assets
Total indefinite-lived intangible assetsTotal indefinite-lived intangible assets$1,181 $1,193 
Total intangible assets, netTotal intangible assets, net$2,490 $2,581 
Total intangible assets, net
Total intangible assets, net
There was no impairment of indefinite-lived intangible assets for the three and six months ended June 30, 2023March 31, 2024 and 2022.2023.
The following table presents our amortization expense for acquired finite-lived intangible assets:
Three Months Ended June 30,
20232022
(in millions)
Amortization expense$37 $39 
Three Months Ended March 31,
Six Months Ended June 30,
20232022
(in millions)
Three Months Ended March 31,
Three Months Ended March 31,
2024
(in millions)
(in millions)
(in millions)
Amortization expenseAmortization expense$75 $78 
The table below presents the estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $89$82 million as of June 30, 2023)March 31, 2024) of acquired finite-lived intangible assets as of June 30, 2023:March 31, 2024:
(in millions)
Remainder of 2023$80 
2024153 
(in millions)(in millions)
Remainder of 2024
20252025151 
20262026148 
20272027147 
2028+719 
2028
2029+
TotalTotal$1,398 
6. INVESTMENTS
The following table presents the details of our investments:
June 30, 2023December 31, 2022
(in millions)
March 31, 2024March 31, 2024December 31, 2023
(in millions)(in millions)
Financial investmentsFinancial investments$288 $181 
Equity method investmentsEquity method investments390 390 
Equity method investments
Equity method investments
Equity securitiesEquity securities78 86 
Financial Investments
Financial investments are comprised of trading securities, primarily highly rated European government debt securities, of which $156$160 million as of June 30, 2023March 31, 2024 and $161$168 million as of December 31, 20222023 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,March 31, 2024 and 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, 2023March 31, 2024 and 2022.2023.
10


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)$3 million and $9$14 million for the three months ended June 30,March 31, 2024 and 2023, and 2022, respectively, and $3 million and $15 million for the six months ended June 30, 2023 and 2022, respectively.
11


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, 2023March 31, 2024 and 2022.2023. As of June 30, 2023March 31, 2024 and December 31, 20222023, our equity securities primarily represent various strategic minority investments made through our corporate venture program.
7. DEFERRED REVENUE
Deferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the sixthree months ended June 30, 2023March 31, 2024 are reflected in the following table: 
Balance at December 31, 2022
AdditionsRevenue RecognizedAdjustmentsBalance at June 30, 2023
(in millions)
Market Platforms:
Market Technology$29 $18 $(22)$(1)$24 
(in millions)
(in millions)
(in millions)
Capital Access Platforms:
Capital Access Platforms:
Capital Access Platforms:Capital Access Platforms:
Initial ListingsInitial Listings116 (20)— 105 
Initial Listings
Initial Listings
Annual ListingsAnnual Listings182 (1)(1)182 
Annual Listings
Annual Listings
Workflow & InsightsWorkflow & Insights172 131 (119)— 184 
Anti-Financial Crime108 91 (82)— 117 
Workflow & Insights
Workflow & Insights
Financial Technology:
Financial Technology:
Financial Technology:
Financial Crime Management Technology
Financial Crime Management Technology
Financial Crime Management Technology
Regulatory Technology
Regulatory Technology
Regulatory Technology
Capital Markets Technology
Capital Markets Technology
Capital Markets Technology
OtherOther21 11 (8)— 24 
Other
Other
Total
Total
TotalTotal$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,March 31, 2024, we estimate that our deferred revenue will be recognized in the following years:
Fiscal year ended:
Fiscal year ended:
202320242025202620272028+Total
(in millions)
Market Platforms:
Market Technology$21 $$— $— $— $— $24 
Fiscal year ended:
Fiscal year ended:
(in millions)
(in millions)
(in millions)
Capital Access Platforms:
Capital Access Platforms:
Capital Access Platforms:Capital Access Platforms:
Initial ListingsInitial Listings21 32 23 18 105 
Initial Listings
Initial Listings
Annual ListingsAnnual Listings182 — — — — — 182 
Annual Listings
Annual Listings
Workflow & InsightsWorkflow & Insights139 45 — — — — 184 
Anti-Financial Crime88 29 — — — — 117 
Workflow & Insights
Workflow & Insights
Financial Technology:
Financial Technology:
Financial Technology:
Financial Crime Management Technology
Financial Crime Management Technology
Financial Crime Management Technology
Regulatory Technology
Regulatory Technology
Regulatory Technology
Capital Markets Technology
Capital Markets Technology
Capital Markets Technology
OtherOther11 — — 24 
Other
Other
Total
Total
TotalTotal$462 $116 $27 $20 $$$636 
In the above table, the amounts shown under the column for 2023 represent2024 represents the remaining sixnine months of 2023.2024.
Deferred revenue that will be recognized beyond March 31, 2025 is included in other non-current liabilities in the Condensed Consolidated Balance Sheets. The timing of recognition of deferred revenue related to certain market technology contracts represents our best estimates as the recognition is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing market technology contracts.
1112


8. DEBT OBLIGATIONS
The following table presents the carrying amounts of our debt outstanding, net of unamortized debt issuance costs:
June 30, 2023December 31, 2022
(in millions)
March 31, 2024March 31, 2024December 31, 2023
Short-term debt:Short-term debt:Short-term debt:(in millions)
Commercial paperCommercial paper$140 $664 
Long-term debt - senior unsecured notes:
Long-term debt - senior unsecured notes:
Long-term debt - senior unsecured notes:
2025 Notes, $500 million, 5.650% notes due June 28, 20252025 Notes, $500 million, 5.650% notes due June 28, 2025497 — 
2026 Notes, $500 million, 3.850% notes due June 30, 20262026 Notes, $500 million, 3.850% notes due June 30, 2026499 498 
2028 Notes, $1 billion, 5.350% notes
due June 28, 2028
2028 Notes, $1 billion, 5.350% notes
due June 28, 2028
992 — 
2029 Notes, €600 million, 1.75% notes due March 28, 20292029 Notes, €600 million, 1.75% notes due March 28, 2029650 637 
2030 Notes, €600 million, 0.875% notes due February 13, 20302030 Notes, €600 million, 0.875% notes due February 13, 2030650 637 
2031 Notes, $650 million, 1.650% notes due January 15, 20312031 Notes, $650 million, 1.650% notes due January 15, 2031644 644 
2032 Notes, €750 million, 4.500% notes due February 15, 20322032 Notes, €750 million, 4.500% notes due February 15, 2032810 — 
2033 Notes, €615 million, 0.900% notes due July 30, 20332033 Notes, €615 million, 0.900% notes due July 30, 2033666 653 
2034 Notes $1.25 billion, 5.550% notes due February 15, 20342034 Notes $1.25 billion, 5.550% notes due February 15, 20341,240 — 
2040 Notes, $650 million, 2.500% notes due December 21, 20402040 Notes, $650 million, 2.500% notes due December 21, 2040644 644 
2050 Notes, $500 million, 3.250% notes due April 28, 20502050 Notes, $500 million, 3.250% notes due April 28, 2050487 486 
2052 Notes, $550 million, 3.950% notes due March 7, 20522052 Notes, $550 million, 3.950% notes due March 7, 2052541 541 
2053 Notes, $750 million, 5.950% notes due August 15, 20532053 Notes, $750 million, 5.950% notes due August 15, 2053739 — 
2063 Notes, $750 million, 6.100% notes due June 28, 20632063 Notes, $750 million, 6.100% notes due June 28, 2063738 — 
2022 Revolving Credit Agreement(5)(5)
2023 Term Loan
2022 Revolving Credit Facility
Total long-term debtTotal long-term debt$9,792 $4,735 
Total debt obligationsTotal debt obligations$9,932 $5,399 
Commercial Paper Program
Our U.S. dollar commercial paper program is supported by our 2022 Revolving Credit Agreement,Facility, which provides liquidity support for the repayment of commercial paper issued through this program. See “2022 Revolving Credit Agreement”Facility” below for further discussion. The effective interest rate of commercial paper issuances fluctuates as short-term interest rates and demand fluctuate. The fluctuation of these rates may impact our interest expense.




As of March 31, 2024, we had $224 million outstanding under the commercial paper program.

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,March 31, 2024, 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 immaterialwas $3 million for the sixthree months ended June 30, 2023.March 31, 2024. 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'sNasdaq’s stockholders’ equity in the Condensed Consolidated Balance Sheets. As of June 30, 2023,For the three months ended March 31, 2024, the impact of translation decreased the translationU.S. dollar value of our Euro denominated notes was $39by $62 million.
1213


Financing of the Adenza TransactionAcquisition
Senior Unsecured Notes
In June 2023, Nasdaq issued asix series of six notes for total proceeds of $5,016 million, net of debt issuance costs of $38 million, with various maturity dates ranging from 2025 to 2063. The net proceeds from these notes will bewere 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.
Acquisition2023 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 Acquisition2023 Term Loan. The 2023 Term Loan Agreement. The Acquisition Term Loan Agreement providesprovided 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 Acquisition2023 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'sNasdaq’s credit rating. AsOn November 1, 2023, we borrowed $599 million, net of June 30,fees, under this term loan towards payment of the cash consideration due in connection with the Adenza acquisition. We made a partial repayment during the fourth quarter of 2023 no amounts were outstanding.and paid the remaining balance in the first quarter of 2024.
Credit Facilities
2022 Revolving Credit AgreementFacility
In December 2020,2022, Nasdaq entered into the 2020 Credit Facility, which replaced a former credit facilityamended and consists of arestated its previously issued $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 AgreementFacility 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 AgreementFacility at any time in whole or in part, without penalty.
As of June 30, 2023,March 31, 2024, no amounts were outstanding on the 2022 Revolving Credit Agreement.Facility. The $(5)$(4) 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 creditRevolving Credit Facility 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, 2023March 31, 2024 and 2022.2023.
The 2022 Revolving Credit AgreementFacility 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 AgreementFacility 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$180 million as of June 30, 2023March 31, 2024 and $184$191 million as of December 31, 20222023 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, 2023March 31, 2024 and 2022.2023.
These facilities include customary affirmative and negative operating covenants and events of default.
Debt Covenants
As of June 30, 2023,March 31, 2024, we were in compliance with the covenants of all of our debt obligations.
1314


9. 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,March 31, 2024 and 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,
2023202220232022
(in millions)
Savings Plan expense$$$10 $
Three Months Ended March 31,
20242023
(in millions)
Savings Plan expense$$
Pension and Supplemental Executive Retirement Plans
We maintainPrior to 2024, we maintained 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.
In June 2023, we terminated our U.S. pension plan and took steps to wind down the plan and transfer the resulting liability to an insurance company which started in 2023 and was completed in 2024. These steps included settling all future obligations under our U.S. pension plan through a combination of lump sum payments to eligible, electing participants (completed in 2023) and the transfer of any remaining benefits to a third-party insurance company through a group annuity contract. In connection with the plan termination and partial settlement, a pre-tax loss of $9 million was recorded to compensation and benefits expense in 2023. We finalized the transfer of any remaining benefits during the first quarter of 2024 and recorded an additional settlement pre-tax loss of $23 million to compensation and benefits expense in the Condensed Consolidated Statements of Income. This was offset by a $19 million adjustment to Other Comprehensive Income and a $4 million cash settlement.
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,
2023202220232022
(in millions)
Retirement Plans expense$$$13 $12 
Three Months Ended March 31,
20242023
(in millions)
Retirement Plans expense$31 $
Nonqualified Deferred Compensation Plan
In June 2022, we establishedWe sponsor a nonqualified plan, the Nasdaq, Inc. Deferred Compensation Plan, a nonqualified plan.Plan. This plan provides certain eligible employees with the opportunity to defer a portion of their annual salary and bonus up to certain approval limits. All deferrals and associated earnings are our general unsecured obligations and were immaterial for the three and six months ended June 30,March 31, 2024 and 2023.
10. 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 or about 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,March 31, 2024 and 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,
 2023202220232022
 (in millions)
Share-based compensation expense before income taxes$34 $25 $60 $49 
 Three Months Ended March 31,
 20242023
 (in millions)
Share-based compensation expense before income taxes$30 $26 
Common Shares Available Under Our Equity Plan
As of June 30, 2023,March 31, 2024, we had approximately 24.724.9 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.
15


Summary of Restricted Stock Activity
The following table summarizes our restricted stock activity for the sixthree months ended June 30, 2023:March 31, 2024:
Restricted StockRestricted Stock
Number of AwardsWeighted-Average Grant Date Fair Value
Restricted Stock
Number of AwardsWeighted-Average Grant Date Fair Value
Unvested at December 31, 2023
Unvested at December 31, 20224,380,513 $45.48 
Unvested at December 31, 2023
Unvested at December 31, 2023
GrantedGranted1,642,971 52.63 
VestedVested(1,548,315)36.40 
ForfeitedForfeited(163,113)49.67 
Unvested at June 30, 20234,312,056 $51.32 
Unvested at March 31, 2024
As of June 30, 2023, $144March 31, 2024, $108 million of total unrecognized compensation cost related to restricted stock is expected to be recognized over a weighted-average period of 1.91.6 years.
14


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. EachPSU 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. Beginning in 2024, we replaced the exchange company peer group with the S&P 500 GICS 4020 Index, which is a blend of exchanges, as well as data, financial technology and banking companies to align more closely with Nasdaq’s diverse business and competitors. 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 20202021 with a three-year performance period exceeded the applicable performance parameters. As a result, an additional 764,748387,011 units above the original target were granted in the first quarter of 20232024 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 dateApril 3, 2023April 1, 2022
Weighted-average risk-free interest rate3.75 %2.55 %
Expected volatility23.88 %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 sixthree months ended June 30, 2023:March 31, 2024:
PSUs
PSUs
PSUs
Three-Year ProgramThree-Year Program
Number of AwardsWeighted-Average Grant Date Fair Value
PSUs
Number of AwardsWeighted-Average Grant Date Fair Value
Unvested at December 31, 2023
Unvested at December 31, 20221,966,542 $56.44 
Unvested at December 31, 2023
Unvested at December 31, 2023
GrantedGranted1,513,538 44.78 
VestedVested(1,529,496)37.17 
ForfeitedForfeited(20,455)63.98 
Unvested at June 30, 20231,930,129 $62.18 
Unvested at March 31, 2024
In the table above, the granted amount alsoprimarily includes additional awards granted based on overachievement of performance parameters.
As of June 30, 2023,March 31, 2024, the total unrecognized compensation cost related to the PSU program is $63$47 million and is expected to be recognized over a weighted-average period of 1.61.4 years.
Stock Options
We hadThere were no stock option activityawards granted for the sixthree months ended June 30,March 31, 2024. There were no stock options exercised for the three months ended March 31, 2024 and 2023.
A summary of our outstanding and exercisable stock options at June 30, 2023March 31, 2024 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, 20231,420,323 $41.79 5.7$22 
Exercisable at June 30, 2023806,451 $22.23 3.5$22 
 
Number of Stock Options
Weighted-Average Exercise Price
Weighted-
Average
Remaining
Contractual
Term (in
years)
Aggregate
Intrinsic
Value (in
millions)
Outstanding at March 31, 20241,420,323 $41.79 4.9$33 
Exercisable at March 31, 2024806,451 $22.23 2.8$33 
As of June 30, 2023,March 31, 2024, the aggregate pre-tax intrinsic value of the outstanding and exercisable stock options in the above table was $22$33 million and represents the difference between our closing stock price on June 30, 2023March 31, 2024 of $49.85$63.10 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,March 31, 2024 and 2023, 0.8 million outstanding stock options were exercisable and the weighted-average exercise price was $22.23. 
1516


ESPP
We have an ESPP under which approximately 11.711.4 million shares of our common stock were available for future issuance as of June 30, 2023.March 31, 2024. 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.
11. NASDAQ STOCKHOLDERS'STOCKHOLDERS EQUITY
Common Stock
As of June 30,March 31, 2024, 900,000,000 shares of our common stock were authorized, 599,052,284 shares were issued and 575,758,581 shares were outstanding. As of December 31, 2023, 900,000,000 shares of our common stock were authorized, 514,060,903598,014,520 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 491,592,491575,159,336 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 22,786,12823,293,703 shares of common stock in treasury as of June 30, 2023March 31, 2024 and 21,565,13922,855,184 shares as of December 31, 2022,2023, 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,March 31, 2024, the remaining aggregate authorized amount under the existing share repurchase program was $491 million.$1.9 billion. There were no share repurchased under our share repurchase program in the first quarter of 2024.
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, forFor the sixthree months ended June 30, 2023:
Six Months Ended June 30, 2023
Number of shares of common stockMarch 31, 2024, we repurchased2,610,000 
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 1,220,989438,519 shares withheld to satisfy tax obligations of the grantee 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 underand these repurchases are excluded from our share repurchase program are currently retired and cancelled.program.
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, 2023March 31, 2024 and December 31, 2022,2023, no shares of preferred stock were issued or outstanding.
Cash Dividends on Common Stock
During the first six monthsquarter of 2023,2024, our board of directors declared and paid the following cash dividends:
Declaration DateDividend Per
Common Share
Record DateTotal Amount PaidPayment Date
   (in millions) 
January 24, 2023$0.20 March 17, 2023$97 March 31, 2023
April 18, 20230.22 June 16, 2023109 June 30, 2023
$206 
Declaration DateDividend Per
Common Share
Record DateTotal Amount PaidPayment Date
   (in millions) 
January 29, 2024$0.22 March 14, 2024$127 March 28, 2024
$127 
The total amount paid of $206$127 million was recorded in retained earnings within Nasdaq's stockholders'Nasdaq’s stockholders’ equity in the Condensed Consolidated Balance Sheets at June 30, 2023.March 31, 2024.
In July 2023,April 2024, the board of directors approved a regular quarterly cash dividend of $0.22$0.24 per share on our outstanding common stock.stock, which reflects an increase of 9% from our most recent quarterly cash dividend of $0.22 per share. The dividend is payable on September 29, 2023June 28, 2024 to shareholders of record at the close of business on September 15, 2023.June 14, 2024. The estimated aggregate payment of this dividend is $108$138 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 stockholdersshareholders with regular and increasing dividends as earnings and cash flows increase.
1617


12. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended June 30,
20232022
Numerator:Numerator:(in millions, except share and per share amounts)
Numerator:
Numerator:
Net income attributable to common shareholders
Net income attributable to common shareholders
Net income attributable to common shareholdersNet income attributable to common shareholders$267 $307 
Denominator:Denominator:  
Denominator:
Denominator:
Weighted-average common shares outstanding for basic earnings per shareWeighted-average common shares outstanding for basic earnings per share490,778,304 492,235,377 
Weighted-average common shares outstanding for basic earnings per share
Weighted-average common shares outstanding for basic earnings per share
Weighted-average effect of dilutive securities:
Weighted-average effect of dilutive securities:
Weighted-average effect of dilutive securities:
Weighted-average effect of dilutive securities - Employee equity awards
Weighted-average effect of dilutive securities - Employee equity awards
Weighted-average effect of dilutive securities - Employee equity awardsWeighted-average effect of dilutive securities - Employee equity awards2,852,781 4,344,750 
Weighted-average common shares outstanding for diluted earnings per shareWeighted-average common shares outstanding for diluted earnings per share493,631,085 496,580,127 
Weighted-average common shares outstanding for diluted earnings per share
Weighted-average common shares outstanding for diluted earnings per share
Basic and diluted earnings per share:
Basic and diluted earnings per share:
Basic and diluted earnings per share:Basic and diluted earnings per share:
Basic earnings per shareBasic earnings per share$0.54 $0.62 
Basic earnings per share
Basic earnings per share
Diluted earnings per share
Diluted earnings per share
Diluted earnings per shareDiluted earnings per share$0.54 $0.62 
Six Months Ended June 30,
20232022
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 share490,357,081 493,681,821 
Weighted-average effect of dilutive securities - Employee equity awards3,845,307 5,472,414 
Weighted-average common shares outstanding for diluted earnings per share494,202,388 499,154,235 
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.
Securities that were not included in the computation of diluted earnings per share because their effect was antidilutive were immaterial for the three and six months ended June 30, 2023March 31, 2024 and 2022.2023.
13. 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, 2023March 31, 2024 and December 31, 2022.2023.
June 30, 2023
TotalLevel 1Level 2Level 3
(in millions)
(in millions)
(in millions)
(in millions)
European government debt securities
European government debt securities
European government debt securitiesEuropean government debt securities$144 $144 $— $— 
State-owned enterprises and municipal securitiesState-owned enterprises and municipal securities120 — 120 — 
State-owned enterprises and municipal securities
State-owned enterprises and municipal securities
Swedish mortgage bondsSwedish mortgage bonds19 — 19 — 
Corporate debt securities— — 
Swedish mortgage bonds
Swedish mortgage bonds
Total assets at fair value
Total assets at fair value
Total assets at fair value
December 31, 2023
December 31, 2023
December 31, 2023
Total
Total
Total
(in millions)
(in millions)
(in millions)
European government debt securities
European government debt securities
European government debt securities
State-owned enterprises and municipal securities
State-owned enterprises and municipal securities
State-owned enterprises and municipal securities
Swedish mortgage bonds
Swedish mortgage bonds
Swedish mortgage bonds
Total assets at fair value
Total assets at fair value
Total assets at fair valueTotal assets at fair value$288 $144 $144 $— 
December 31, 2022
TotalLevel 1Level 2Level 3
(in millions)
European government debt securities$147 $147 $— $— 
State-owned enterprises and municipal securities— — 
Swedish mortgage bonds20 — 20 — 
Corporate debt securities— — 
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.
OurWe have certain investments, primarily our investment in OCC, iswhich are 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.
1718


We also consider our debt obligations to be financial instruments. As of June 30, 2023,March 31, 2024, 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,Facility, as the interest rates on this facility have a variable rate depending on the maturity of the borrowing and the implied underlying reference rate. As of 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 theon 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$9.4 billion as of June 30, 2023March 31, 2024 and $4.4$10.0 billion as of December 31, 2022.2023. 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, 2023March 31, 2024 and December 31, 2022,2023, there were no non-financial assets measured at fair value on a non-recurring basis.
14. 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,March 31, 2024, clearing member default fund contributions and margin deposits were as follows:
June 30, 2023 March 31, 2024
Cash ContributionsNon-Cash ContributionsTotal Contributions Cash ContributionsNon-Cash ContributionsTotal Contributions
(in millions) (in millions)
Default fund contributionsDefault fund contributions$1,187 $209 $1,396 
Margin depositsMargin deposits5,947 5,434 11,381 
TotalTotal$7,134 $5,643 $12,777 
Of the total default fund contributions of $1,396$1,103 million, Nasdaq Clearing can utilize $1,284$906 million as capital resources in the event of a counterparty default. The remaining balance of $112$197 million pertains to member posted surplus balances.
18


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.
19


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 32 to 732 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$5,595 million as of June 30, 2023March 31, 2024 and $7,021$7,275 million as of December 31, 2022,2023, in accordance with its investment policy as follows:
June 30, 2023December 31, 2022 March 31, 2024December 31, 2023
(in millions) (in millions)
Demand depositsDemand deposits$5,226 $4,775 
Central bank certificatesCentral bank certificates1,271 1,695 
Restricted cash and cash equivalentsRestricted cash and cash equivalents$6,497 $6,470 
European government debt securitiesEuropean government debt securities130 222 
Reverse repurchase agreementsReverse repurchase agreements447 192 
Multilateral development bank debt securitiesMultilateral development bank debt securities60 137 
Multilateral development bank debt securities
Multilateral development bank debt securities
InvestmentsInvestments$637 $551 
TotalTotal$7,134 $7,021 
In the table above, the change from December 31, 20222023 to June 30, 2023March 31, 2024 includes currency translation adjustments of $234$323 million for restricted cash and cash equivalents and $17$40 million for investments.
For the sixthree months ended June 30,March 31, 2024 and 2023, and 2022, investments related to default funds and margin deposits, net includes purchases of investment securities of $19,956$16,745 million and $17,539$10,813 million respectively, and proceeds from sales and redemptions of investment securities of $19,853$16,561 million, and $17,337$10,725 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,March 31, 2024, 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.
19


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.
20


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 ofcomprises 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.March 31, 2024.
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%230% 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;March 31, 2024;
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.March 31, 2024.
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.
2021


Market Value of Derivative Contracts Outstanding
The following table presents the market value of derivative contracts outstanding prior to netting:
 June 30, 2023March 31, 2024
 (in millions)
Commodity and seafood options, futures and forwards$34042 
Fixed-income options and futures2,162985 
Stock options and futures158166 
Index options and futures2662 
Total$2,6861,255 
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 sixthree months ended June 30, 2023March 31, 2024 and 2022:2023:
Six Months Ended June 30,
Three Months Ended March 31,Three Months Ended March 31,
20232022 20242023
Commodity and seafood options, futures and forwardsCommodity and seafood options, futures and forwards111,406 182,341 
Fixed-income options and futuresFixed-income options and futures9,765,001 12,287,280 
Stock options and futuresStock options and futures10,695,634 8,980,694 
Index options and futuresIndex options and futures21,203,826 23,463,638 
TotalTotal41,775,867 44,913,953 
In the table above, the total volume in cleared power related to commodity contracts was 162135 Terawatt hours (TWh) and 25086 TWh for the sixthree months ended June 30,March 31, 2024 and 2023, and 2022, respectively.
Resale and Repurchase Agreements Contracts Outstanding and Cleared
The outstanding contract value of resale and repurchase agreements was $2.4$5.0 billion and $3.0$1.4 billion as of June 30,March 31, 2024 and 2023, and 2022, respectively. The total number of resale and repurchase agreements contracts cleared was 2,418,6381,264,000 and 3,117,5831,220,132 for the sixthree months ended June 30,March 31, 2024 and 2023, and 2022, respectively.
15. 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'sNasdaqs operating leases:
LeasesLeasesBalance Sheet ClassificationJune 30, 2023December 31, 2022LeasesBalance Sheet ClassificationMarch 31, 2024December 31, 2023
(in millions)
(in millions)(in millions)
Assets:Assets:
Operating lease assets
Operating lease assets
Operating lease assetsOperating lease assetsOperating lease assets$410 $444 
Liabilities:Liabilities:
Liabilities:
Liabilities:
Current lease liabilities
Current lease liabilities
Current lease liabilitiesCurrent lease liabilitiesOther current liabilities$58 $54 
Non-current lease liabilitiesNon-current lease liabilitiesOperating lease liabilities427 452 
Total lease liabilitiesTotal lease liabilities$485 $506 
The following table summarizes Nasdaq'sNasdaq’s lease cost:
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
(in millions)
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
(in millions)
(in millions)
(in millions)
Operating lease costOperating lease cost$22 $19 $50 $38 
Variable lease costVariable lease cost11 23 16 
Variable lease cost
Variable lease cost
Sublease income
Sublease income
Sublease incomeSublease income(1)(1)(2)(2)
Total lease costTotal lease cost$32 $25 $71 $52 
Total lease cost
Total lease cost
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,March 31, 2023, we recorded impairment charges of $5$17 million, of which $3$10 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.
2122


The following table reconciles the undiscounted cash flows for eathe following 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 
202471 
March 31, 2024March 31, 2024
(in millions)(in millions)
Remainder of 2024
2025202562 
2026202651 
2027202748 
2028+316 
2028
2029+
Total lease paymentsTotal lease payments585 
Less: interestLess: interest(100)
Present value of lease liabilitiesPresent 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$62 million.
Total lease payments in the table above exclude $44excludes $89 million of legally binding minimum lease payments for leases signed but not yet commenced. The increase from 2023 related to a new lease signed for our European headquarters in the first quarter of 2024. This lease will commence in 2025 with a lease term of 10 years. These payments also include a data center lease for which we have not yet obtained full control of the leased premises.
The following table provides information related to Nasdaq'sNasdaq’s lease term and discount rate:
June 30, 2023March 31, 2024
Weighted-average remaining lease term (in years)10.29.5
Weighted-average discount rate3.73.8 %
The following table provides supplemental cash flow information related to Nasdaq'sNasdaq’s operating leases:
Six Months Ended June 30,
20232022
(in millions)
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
(in millions)
(in millions)
(in millions)
Cash paid for amounts included in the measurement of operating lease liabilitiesCash paid for amounts included in the measurement of operating lease liabilities$38 $28 
Lease assets obtained in exchange for operating lease liabilitiesLease assets obtained in exchange for operating lease liabilities$$126 
Lease assets obtained in exchange for operating lease liabilities
Lease assets obtained in exchange for operating lease liabilities
16. INCOME TAXES
Income Tax Provision
The following table presents our income tax provision and effective tax rate:
Three Months Ended June 30,
20232022
(in millions)
Three Months Ended March 31,Three Months Ended March 31,
202420242023
(in millions)(in millions)
Income tax provisionIncome tax provision$70 $90 
Effective tax rateEffective tax rate20.8 %22.7 %Effective tax rate25.3 %24.0 %
Six Months Ended June 30,
20232022
(in millions)
Income tax provision$165 $182 
Effective tax rate22.5 %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,March 31, 2024, as compared to the prior year period, was alsoprimarily due to a higherincreased U.S. tax benefit from vested share-based awards.on overseas earnings. The effective tax rate may vary from period to period depending on, among other factors, the geographic and business mix of earnings and losses. These 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 returnsreturn is under audit for the yearstax year 2018 through 2021 areand is subject to examination by the Internal Revenue Service.Service for the years 2020 through 2022. Several state tax returns are currently under examination by the respective tax authorities for the years 20122014 through 2021.2022. Non-U.S. tax returns are subject to examination by the respective tax authorities for the years 20172018 through 2022.2023.
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.
22


17. 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, 2023March 31, 2024 and December 31, 2022.2023. 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$180 million as of June 30, 2023March 31, 2024 and $184$191 million as of December 31, 20222023 in available liquidity, none of which was utilized.
23


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 alleged potential violations concern the accuracy of NFX’s description of one of its market maker incentive programs. 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
23


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
SFSA Inquiry
In September 2023, Nasdaq Stockholm AB, a wholly-owned subsidiary of Nasdaq and the operator of the Nasdaq Stockholm exchange, received a written notification from the SFSA regarding a review initiated with regard to reasonably estimate any potential loss or rangethe obligation of loss,Nasdaq Stockholm AB to report suspected market abuse. The review was initiated in connection with an investigation of alleged insider trading in the shares of four companies listed on the Nasdaq Stockholm exchange. The SFSA’s preliminary assessment is that Nasdaq Stockholm AB, by not reporting certain suspicious transactions in the four listed companies, breached its obligation under certain provisions of the Market Abuse Regulation and therefore, we have not accrued for a loss contingency.the Swedish Securities Market Act. The SFSA review remains ongoing, and Nasdaq Stockholm AB is cooperating fully, providing applicable responses and engaged in ongoing communications with the SFSA.
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.
24


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.
18. BUSINESS SEGMENTS
In 2022,the fourth quarter of 2023, following the completion of the Adenza acquisition, including its two flagship solutions, AxiomSL and Calypso, we announced a new organizational structure, which alignsfurther aligned our businessesbusiness 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 toWe now 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, Financial Technology and Anti-Financial Crime.Market Services. 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.

24


The following tables presenttable presents certain information regarding our business segments for the three and six months ended June 30, 2023March 31, 2024 and 2022:2023:
Three Months Ended June 30,
20232022
Market Platforms(in millions)
(in millions)
(in millions)
(in millions)
Capital Access Platforms
Capital Access Platforms
Capital Access Platforms
Total revenues
Total revenues
Total revenues
Operating income
Operating income
Operating income
Financial Technology
Financial Technology
Financial Technology
Total revenues
Total revenues
Total revenues
Operating income
Operating income
Operating income
Market Services
Market Services
Market Services
Total revenues
Total revenues
Total revenuesTotal revenues$905 $1,051 
Transaction-based expensesTransaction-based expenses(508)(659)
Transaction-based expenses
Transaction-based expenses
Revenues less transaction-based expensesRevenues less transaction-based expenses397 392 
Revenues less transaction-based expenses
Revenues less transaction-based expenses
Operating incomeOperating income211 217 
Capital Access Platforms
Total revenues438 422 
Operating incomeOperating income241 241 
Anti-Financial Crime
Total revenues89 75 
Operating incomeOperating income32 20 
Corporate Items
Corporate Items
Corporate ItemsCorporate Items
Total revenuesTotal revenues
Total revenues
Total revenues
Operating lossOperating loss(102)(66)
Operating loss
Operating loss
Consolidated
Consolidated
ConsolidatedConsolidated
Total revenuesTotal revenues$1,433 $1,552 
Total revenues
Total revenues
Transaction-based expenses
Transaction-based expenses
Transaction-based expensesTransaction-based expenses(508)(659)
Revenues less transaction-based expensesRevenues less transaction-based expenses$925 $893 
Revenues less transaction-based expenses
Revenues less transaction-based expenses
Operating income
Operating income
Operating incomeOperating income$382 $412 
Six Months Ended June 30,
20232022
Market Platforms(in millions)
Total revenues$1,938 $2,090 
Transaction-based expenses(1,128)(1,302)
Revenues less transaction-based expenses810 788 
Operating income440 430 
Capital Access Platforms
Total revenues854 841 
Operating income467 472 
Anti-Financial Crime
Total revenues173 147 
Operating income55 35 
Corporate Items
Total revenues
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 amountsThe items below are allocated to Corporate Items in our management reports as we believe they do not contribute to a meaningful evaluation of a particular segment'ssegment’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'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.
25


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 forFor the three and six months ended June 30, 2023 comparedMarch 31, 2024, these costs primarily relate to the same periods in 2022 primarily reflects higher expenses related to the announced Adenza acquisition.
Restructuring charges: In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program, “Adenza Restructuring” to optimize our efficiencies as a combined organization. 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.these plans.
Revenues and expenses - divested businesses: For the three and six months ended June 30, 2022March 31, 2024 and 2023, these amounts include revenues and expenses related to our Nordic broker servicesEuropean power trading and clearing business, for which we completed the wind-downfollowing our announcement in June 2022. Prior2023 to the closing of the transaction,sell this business, subject to regulatory approval. Historically, these revenuesamounts were included in our Market Services and Capital Access 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:
25


forLease asset impairments: For the three and six months ended June 30,March 31, 2023, this included impairment charges related to our operating 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;Income.
forLegal and regulatory matters: For the three and six months ended June 30,March 31, 2023, other items includethis primarily included insurance recoveries related to certain legal matters, whichmatters. The insurance recoveries are recorded in professional and contract services and general, administrative and other expense in the Condensed Consolidated Statements of Income; andIncome.
forPension settlement charge: For the three and six months ended June 30, 2022, other items primarily includeMarch 31, 2024, we recorded a pre-tax loss on extinguishmentas a result of debt, whichsettling our U.S. pension plan. The plan was terminated and partially settled in 2023, with final settlement occurring during the first quarter of 2024. The pre-tax loss is recorded in general administrativecompensation and other expensebenefits in the Condensed Consolidated Statements of Income.
The following table summarizes our Corporate Items:
Three Months Ended June 30,
20232022
(in millions)
Revenues - divested businesses$$
Expenses:
Amortization expense of acquired intangible assets$37 $39 
Merger and strategic initiatives expense45 12 
Restructuring charges14 — 
Lease asset impairments— 
Extinguishment of debt— 16 
Expenses - divested businesses
Other
Total expenses103 70 
Operating loss$(102)$(66)



See Note 9, “Retirement Plans,” for further discussion.
Six Months Ended June 30,
20232022
(in millions)
Revenues - divested businesses$$
Expenses:
Amortization expense of acquired intangible assets75 78 
Merger and strategic initiatives expense47 27 
Restructuring charges33 — 
Lease asset impairments23 — 
Extinguishment of debt— 16 
Expenses - divested businesses
Other(10)
Total expenses169 129 
Operating loss$(168)$(120)
Three Months Ended March 31,
20242023
(in millions)
Revenues - divested businesses$$10 
Expenses:
Amortization expense of acquired intangible assets123 38 
Merger and strategic initiatives expense
Restructuring charges26 18 
Lease asset impairments— 17 
Legal and regulatory matters(10)
Pension Settlement23 — 
Expenses - divested businesses
Other— 
Total expenses$187 $72 
Operating loss$(178)$(62)
For further discussion of our segments’ results, see “Segment Operating Results,” of “Item“Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
19. RESTRUCTURING CHARGES
In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program, “Adenza Restructuring” to optimize our efficiencies as a combined organization. In connection with this program, we expect to incur approximately $80 million in pre-tax charges principally related to employee-related costs, contract terminations, real estate impairments and other related costs. We expect to achieve benefits primarily in the form of expense and revenue synergies. Costs related to the 2023 Adenza Restructuring program will be recorded as restructuring charges in the Condensed Consolidated Statements of Income.
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.





26


The following table presents a summary of the Adenza restructuring program and our divisional alignment program charges for the three and six months ended June 30,March 31, 2024 and 2023 as well as total program costs incurred since the initiation in October 2022.inception date of each program.
Three Months Ended
June 30, 2023
Six Months Ended
June 30, 2023
Total Program Costs Incurred
(in millions)
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
(in millions)
(in millions)
(in millions)
Asset impairment chargesAsset impairment charges$— $12 $20 
Divisional realignment
Divisional realignment
Divisional realignment
Consulting services
Consulting services
Consulting servicesConsulting services10 13 
Divisional realignment
Divisional realignment
Divisional realignment
Employee-related costsEmployee-related costs10 
Employee-related costs
Employee-related costs
Adenza restructuring
Adenza restructuring
Adenza restructuring
Divisional realignment
Divisional realignment
Divisional realignment
OtherOther
Other
Other
Adenza restructuring
Adenza restructuring
Adenza restructuring
Divisional realignment
Divisional realignment
Divisional realignment
Total restructuring charges
Total restructuring charges
Total restructuring chargesTotal restructuring charges$14 $33 $48 
Total Program Costs Incurred
Total Program Costs Incurred
Total Program Costs Incurred
Adenza restructuring
Adenza restructuring
Adenza restructuring
Divisional realignment
Divisional realignment
Divisional realignment


2627


Item 2. Management'sManagements Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the financial condition and results of operations of Nasdaq should be read in conjunction with our condensed consolidated financial statements and related notes included in this Form 10-Q.
OVERVIEW
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 newOur organizational structure which aligns our businesses more closely with the foundational shifts that are driving the evolution of the global financial system. The new corporate structure includes three business segments: Market Platforms,In order to amplify our strategy, we aligned the Company more closely with evolving client needs into Capital Access Platforms, Financial Technology and Anti-Financial Crime.Market Services reportable segments. All prior periods have been restated to conform to the current period presentation. See Note 18, “Business Segments,” to the condensed consolidated financial statements for further discussion of our reportable segments and geographic data, as well as how management allocates resources, assesses performance and manages these businesses as three separate segments. All prior periods have been restated to conform to the current period presentation.
SecondFirst Quarter 20232024 and Recent Developments
•    In June 2023,ETP AUM linked to Nasdaq announced it entered into a definitive agreement to acquire Adenza, a provider of mission-critical risk management and regulatory software toindices reached record levels, ending the financial services industry, for $10.5 billion in cash and shares of common stock. See “2023 Announced Acquisition,” of Note 4, “Acquisitions,” to the condensed consolidated financial statements for further discussion.first quarter at $519 billion.
The Nasdaq Stock Marketmaintained its leadership among exchanges in U.S. multi-listed options. In the first quarter of 2024, Nasdaq led U.S.all exchanges for operating company IPOs during the first half of 2023 with a 77%period in total win rate.volume traded for U.S. multi-listed equity options. Nasdaq also achieved record revenue in its proprietary index options franchise, driven by record trading volumes.
In June 2023, Nasdaq entered into an agreement to sell its European energy trading and clearing business, subject to regulatory approval.
During the annual Russell U.S. indexes reconstitution, which occurred in late June, Nasdaq successfully executed approximately 2.6 billion shares representing $62 billion in market value in 0.86 seconds across Nasdaq-listed securities. This represented the second highest volume of shares crossed since implementing the Closing Cross in 2004, demonstrating Nasdaq’s robust and resilient market infrastructure.

For the three months ended June 30, 2023, we returned $109 million to shareholders through dividend payments.
•    In July 2023,April 2024, the board of directors approved a regular quarterly cash dividend of $0.22$0.24 per share on our outstanding common stock.stock, which reflects an increase of 9% from our most recent quarterly cash dividend of $0.22 per share.
As of June 30, 2023,For the remaining amount authorized for share repurchases under our share repurchase program was $491 million.three months ended March 31, 2024, we returned $127 million to shareholders through dividend payments.


Nasdaq's
Nasdaqs Operating Results
The following tables summarizetable summarizes our financial performance for the three and six months ended June 30, 2023March 31, 2024 compared to the same period in 2023. The comparability of our results of operations between reported periods is impacted by the acquisition of Adenza in 2022.November 2023. See “2023 Acquisition,” of Note 4, “Acquisition,” to the condensed consolidated financial statements for further discussion. For a detailed discussion of our results of operations, see “Segment Operating Results” below.
Three Months Ended June 30,Percentage Change
20232022
(in millions, except per share amounts)
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,Percentage Change
2024
(in millions, except per share amounts)
(in millions, except per share amounts)
(in millions, except per share amounts)
Revenues less transaction-based expenses
Revenues less transaction-based expenses
Revenues less transaction-based expensesRevenues less transaction-based expenses$925 $893 3.6 %
Operating expensesOperating expenses543 481 12.9 %
Operating expenses
Operating expenses
Operating income
Operating income
Operating incomeOperating income382 412 (7.3)%
Net income attributable to NasdaqNet income attributable to Nasdaq$267 $307 (13.0)%
Net income attributable to Nasdaq
Net income attributable to Nasdaq
Diluted earnings per shareDiluted earnings per share$0.54 $0.62 (12.9)%
Diluted earnings per share
Diluted earnings per share
Cash dividends declared per common share
Cash dividends declared per common share
Cash dividends declared per common shareCash dividends declared per common share$0.22 $0.20 10.0 %
Six Months Ended June 30,Percentage Change
20232022
(in millions, except per share amounts) 
Revenues less transaction-based expenses$1,838 $1,785 3.0 %
Operating expenses1,044 968 7.9 %
Operating income794 817 (2.8)%
Net income attributable to Nasdaq$568 $590 (3.7)%
Diluted earnings per share$1.15 $1.18 (2.5)%
Cash dividends declared per common share$0.42 $0.38 10.5 %
In countries with currencies other than the U.S. dollar, revenues and expenses are translated using monthly average exchange rates. Impacts on our revenues less transaction-based expenses and operating income associated with fluctuations in foreign currency are discussed in more detail under “Item 3. Quantitative and Qualitative Disclosures about Market Risk.”
2728


The following chart summarizes our ARR (in millions):
5959
ARR for a given period is the current annualized revenuevalue derived from subscription contracts with a defined contract value. This excludes contracts that are not recurring, are one-time in nature, or where the contract value fluctuates based on defined metrics. Also excluded are contracts that are signed but not yet commenced. ARR is currently one of our key performance metrics to assess the health and trajectory of our recurring business. ARR does not have any standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. For AxiomSL and Calypso recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for AxiomSL and Calypso recurring revenue contracts that include annual values that increase over time, we include in ARR only the annualized value of components of the contract that are considered active as of the date of the ARR calculation. We do not include the future committed increases in the contract value as of the date of the ARR calculation. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.
The ARR chart includes:
Anti-Financial Crime support and SaaS subscription contracts.
Proprietary market data subscriptions and annual listing fees within our Data & Listing Services business, index data subscriptions and guaranteed minimum on futures contracts within our Index business and subscription contracts under our Workflow & Insights business.
Market technology support and SaaS subscription and support contracts as well asrelated to Verafin, surveillance, market technology, AxiomSL, Calypso and trade management services, contracts, excluding one-time service requests.

The following chart summarizes our quarterly annualized SaaS revenues for our Solutions, Businesses, which are comprised of thecomprises our Capital Access Platforms and Anti-Financial CrimeFinancial Technology segments, for March 31, 2024 and the Marketplace Technology business within the Market Platforms segment, for June 30, 2023 and 2022 (in millions):
1283
28
1635


Segment Operating Results
The following table presents our revenues by segment, transaction-based expenses for our Market Platforms segment and total revenues less transaction-based expenses:segment:
Three Months Ended June 30,Percentage Change
20232022
(in millions)
Market Platforms$905 $1,051 (13.9)%
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
2024
2024
(in millions)
(in millions)
(in millions)
Capital Access PlatformsCapital Access Platforms438 422 3.8 %
Anti-Financial Crime89 75 18.7 %
Capital Access Platforms
Capital Access Platforms
Financial Technology
Financial Technology
Financial Technology
Market Services
Market Services
Market Services
Other revenues
Other revenues
Other revenuesOther revenues(75.0)%
Total revenuesTotal revenues$1,433 $1,552 (7.7)%
Total revenues
Total revenues
Transaction rebates
Transaction rebates
Transaction rebatesTransaction rebates(444)(529)(16.1)%
Brokerage, clearance and exchange feesBrokerage, clearance and exchange fees(64)(130)(50.8)%
Brokerage, clearance and exchange fees
Brokerage, clearance and exchange fees
Total revenues less transaction-based expenses
Total revenues less transaction-based expenses
Total revenues less transaction-based expensesTotal revenues less transaction-based expenses$925 $893 3.6 %
Six Months Ended June 30,Percentage Change
20232022
(in millions) 
Market Platforms$1,938 $2,090 (7.3)%
Capital Access Platforms854 841 1.5 %
Anti-Financial Crime173 147 17.7 %
Other revenues(88.9)%
Total revenues2,966 3,087 (3.9)%
Transaction rebates(931)(1,111)(16.2)%
Brokerage, clearance and exchange fees(197)(191)3.1 %
Total revenues less transaction-based expenses$1,838 $1,785 3.0 %

29















The following charts presentchart presents our Market Platforms, Capital Access Platforms, Financial Technology and Anti-Financial CrimeMarket Services segments as a percentage of our total revenues, less transaction-based expenses. Percentage267
CAPITAL ACCESS PLATFORMS
The following table presents revenues from our Capital Access Platforms segment:
Three Months Ended March 31,Percentage Change
20242023
(in millions)
Data & Listing Services$186 $185 0.5 %
Index168 110 52.7 %
Workflow & Insights125 120 4.2 %
Total Capital Access Platforms$479 $415 15.4 %
Data & Listing Services Revenues
The following table presents key drivers from our Data & Listing Services business:
Three Months Ended March 31,
20242023
IPOs
The Nasdaq Stock Market27 40 
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic
Total new listings
The Nasdaq Stock Market79 81 
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic
Number of listed companies
The Nasdaq Stock Market4,020 4,163 
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic1,203 1,250 
As of March 31,
20242023
ARR (in millions)$665 $673 
In the table above:
Number of Revenues Less Transaction-based Expenses by Segmenttotal listed companies on The Nasdaq Stock Market for the three months ended March 31, 2024 and six2023 included 619 and 539 ETPs, respectively. For the three months June 30,ended March 31, 2024 and 2023, IPOs included 5 and 2022:10 SPACs, respectively.
549755815228IPOs, new listings (which includes IPOs) and total listed companies for exchanges that comprise Nasdaq Nordic and Nasdaq Baltic represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies listed on the alternative markets of Nasdaq First North.
8246337210171InData & Listing Services revenues increased in the charts above, Otherfirst quarter of 2024 compared with the same period in 2023 due to new listings and an increase in proprietary data revenues are not shown as they account for less than 1.0%.due to our international expansion, partially offset by the impact of 2023 delistings.
2930


MARKET PLATFORMSIndex Revenues
The following tables presenttable presents key drivers from our Index business:
As of or
Three Months Ended March 31,
20242023
Number of licensed ETPs361 387 
TTM change in period end ETP AUM tracking Nasdaq indices (in billions)
Beginning balance$366 $401 
Net appreciation (depreciation)124 (57)
Net impact of ETP sponsor switches(17)(1)
Net inflows46 23 
Ending balance$519 $366 
Quarterly average ETP AUM tracking Nasdaq indices (in billions)$492 $341 
ARR (in millions)$74 $71 
In the table above, TTM represents trailing twelve months.
Index revenues increased in the first quarter of 2024 compared with the same period in 2023 primarily due to higher AUM in exchange traded products linked to Nasdaq indices, strong futures capture and trading volume of contracts linked to the Nasdaq-100 Index and a $16 million one-time item related to a legal settlement to recoup revenue.
Workflow & Insights Revenues
The following table presents key drivers from our Workflow & Insights business:
As of or
Three Months Ended March 31
20242023
(in millions)
ARR$481 $458 
Quarterly annualized SaaS revenues411 386 
Workflow & Insights revenues increased in the first quarter of 2024 compared with the same period in 2023 primarily due to an increase in analytics revenues. The increase was primarily due to higher Data Link sales and growth in our eVestment product offerings.
FINANCIAL TECHNOLOGY
The following table presents revenues from our Financial Technology segment:
Three Months Ended March 31,Percentage Change
20242023
(in millions)
Financial Crime Management Technology$64 $52 23.1 %
Regulatory Technology90 32 181.3 %
Capital Markets Technology238 145 64.1 %
Total Financial Technology$392 $229 71.2 %
Financial Crime Management Technology Revenues
The following table presents key drivers for Financial Crime Management Technology business:
As of or
Three Months Ended March 31
20242023
(in millions)
ARR and Quarterly annualized SaaS revenues$243 $196 
Financial Crime Management Technology revenues increased in the first quarter of 2024 compared to the same period in 2023 primarily due to an increase in demand related to new sales to existing clients and new customer acquisitions, particularly small and medium-sized businesses.
Regulatory Technology Revenues
The following table presents key drivers for Regulatory Technology business:
As of or
Three Months Ended March 31
20242023
(in millions)
ARR$328 $125 
Quarterly annualized SaaS revenues168 110 
Regulatory Technology revenues increased in the first quarter of 2024 compared to the same period in 2023 primarily due to the inclusion of revenues from AxiomSL due to our acquisition of Adenza.
Capital Markets Technology Revenues
The following table presents key drivers for Capital Markets Technology business:
As of or
Three Months Ended March 31
20242023
(in millions)
ARR$821 $506 
Quarterly annualized SaaS revenues110 37 
31


Capital Markets Technology revenues increased in the first quarter of 2024 compared with the same period in 2023. The increase was primarily due to the inclusion of revenues from Calypso due to our acquisition of Adenza and higher trade management services revenues mainly driven by demand for colocation and connectivity services and pricing, partially offset by lower market technology revenues related to lower professional fees.
MARKET SERVICES
The following table presents revenues from our Market PlatformsServices segment:
Three Months Ended June 30,Percentage Change
20232022
(in millions)
Trading Services$758 $911 (16.8)%
Marketplace Technology147 140 5.0 %
Total Market Platforms$905 $1,051 (13.9)%
Transaction-based expenses:
Transaction rebates(444)(529)(16.1)%
Brokerage, clearance and exchange fees(64)(130)(50.8)%
Total Market Platforms, net$397 $392 1.3 %
 Six Months Ended June 30,Percentage Change
 20232022
 (in millions) 
Trading Services$1,646 $1,818 (9.5)%
Marketplace Technology292 272 7.4 %
Total Market Platforms$1,938 $2,090 (7.3)%
Transaction-based expenses:
Transaction rebates(931)(1,111)(16.2)%
Brokerage, clearance and exchange fees(197)(191)3.1 %
Total Market Platforms, net$810 $788 2.8 %
Trading Services
Three Months Ended March 31,Percentage Change
20242023
(in millions)
Market Services$794 $879 (9.7)%
Transaction-based expenses:
Transaction rebates(481)(487)(1.2)%
Brokerage, clearance and exchange fees(76)(132)(42.4)%
Total Market Services, net$237 $260 (8.8)%
Our TradingMarket Services businesssegment includes equity derivatives trading, cash equity trading, Nordic fixed income trading & clearing, U.S. Tape plans and other revenues. The following tables presenttable presents net revenues by product from our TradingMarket Services business:segment:
Three Months Ended June 30,Percentage Change
20232022
(in millions)
U.S. Equity Derivative Trading$89 $88 1.1 %
Cash Equity Trading103 105 (1.9)%
U.S. Tape plans35 36 (2.8)%
Other23 23 — %
Trading Services, net$250 $252 (0.8)%

Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
2024
2024
(in millions)
(in millions)
(in millions)
U.S. Equity Derivative Trading
U.S. Equity Derivative Trading
U.S. Equity Derivative Trading
Cash Equity Trading
Cash Equity Trading
Cash Equity Trading
U.S. Tape plans
U.S. Tape plans
U.S. Tape plans
Other
Other
Other
Total Market Services, net
Total Market Services, net
Total Market Services, net
Six Months Ended June 30,Percentage Change
20232022
(in millions)
U.S. Equity Derivative Trading$191 $182 4.9 %
Cash Equity Trading206 206 — %
U.S. Tape plans72 77 (6.5)%
Other49 51 (3.9)%
Trading Services, net$518 $516 0.4 %
In the tablestable above, Other includes Nordic fixed income trading & clearing, Nordic derivatives Nordic commodities, and Canadian cash equities trading.
U.S. Equity Derivative Trading
The following tables presenttable presents total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers from our U.S. Equity Derivative Trading business:
Three Months Ended June 30,Percentage Change
20232022
(in millions)
U.S. Equity Derivative Trading Revenues$297 $295 0.7 %
Section 31 fees10 14 (28.6)%
Transaction-based expenses:
Transaction rebates(207)(206)0.5 %
Section 31 fees(10)(14)(28.6)%
Brokerage and clearance fees(1)(1)— %
U.S. Equity derivative trading revenues, net$89 $88 1.1 %
 Six Months Ended June 30,Percentage Change
 20232022
 (in millions)
U.S. Equity Derivative Trading Revenues$624 $622 0.3 %
Section 31 fees33 19 73.7 %
Transaction-based expenses: 
Transaction rebates(431)(438)(1.6)%
Section 31 fees(33)(19)73.7 %
Brokerage and clearance fees(2)(2)— %
U.S. Equity derivative trading revenues, net$191 $182 4.9 %
30
Three Months Ended March 31,Percentage Change
20242023
(in millions)
U.S. Equity Derivative Trading Revenues$323 $327 (1.2)%
Section 31 fees11 23 (52.2)%
Transaction-based expenses:
Transaction rebates(231)(224)3.1 %
Section 31 fees(11)(23)(52.2)%
Brokerage and clearance fees(1)(1)— %
U.S. Equity derivative trading revenues, net$91 $102 (10.8)%


Section 31 fees are recorded as U.S. equity derivative and cash equity trading revenues with a corresponding amount recorded in transaction-based expenses. We are assessed these fees from the SEC and pass them through to our customers in the form of incremental fees. Pass-through fees can increase or decrease due to rate changes by the SEC, our percentage of the overall industry volumes processed on our systems, and differences in actual dollar value traded. Section 31 fees decreased in the secondfirst quarter of 20232024 compared with the same period in 20222023 primarily due to lower average SEC fee rates. Section 31 fees increased in the first six months of 2023 compared with the same period in 2022 primarily due to higher average SEC fee rates. Since the amount recorded in revenues is equal to the amount recorded as Section 31 fees, there is no impact on our net revenues.
Three Months Ended June 30,
20232022
U.S. equity options
Total industry average daily volume (in millions)39.2 36.7 
Nasdaq PHLX matched market share11.5 %11.7 %
The Nasdaq Options Market matched market share6.4 %8.2 %
Nasdaq BX Options matched market share3.0 %2.1 %
Nasdaq ISE Options matched market share6.0 %5.4 %
Nasdaq GEMX Options matched market share2.2 %2.4 %
Nasdaq MRX Options matched market share1.6 %1.6 %
Total matched market share executed on Nasdaq’s exchanges30.7 %31.4 %
Six Months Ended June 30,
 20232022
U.S. equity options 
Total industry average daily volume (in millions)40.8 38.3 
Nasdaq PHLX matched market share11.3 %11.6 %
The Nasdaq Options Market matched market share6.8 %8.3 %
Nasdaq BX Options matched market share3.1 %2.1 %
Nasdaq ISE Options matched market share5.8 %5.6 %
Nasdaq GEMX Options matched market share2.1 %2.4 %
Nasdaq MRX Options matched market share1.6 %1.7 %
Total matched market share executed on Nasdaq’s exchanges30.7 %31.7 %
U.S. equity derivative trading revenues and U.S. equity derivative trading revenues less transaction-based expenses increased in the second quarter compared with the same period in 2022 primarily due to higher industry trading volumes, partially offset by lower capture rates and lower overall matched market share executed on Nasdaq's exchanges.

Three Months Ended March 31,
20242023
U.S. equity options
Total industry average daily volume (in millions)43.3 42.4 
Nasdaq PHLX matched market share10.3 %11.1 %
The Nasdaq Options Market matched market share5.4 %7.1 %
Nasdaq BX Options matched market share2.2 %3.3 %
Nasdaq ISE Options matched market share6.3 %5.8 %
Nasdaq GEMX Options matched market share2.5 %2.0 %
Nasdaq MRX Options matched market share2.5 %1.5 %
Total matched market share executed on Nasdaq’s exchanges29.2 %30.8 %
U.S. equity derivative trading revenues and U.S. equity derivative trading revenues less transaction-based expenses increaseddecreased in the first six monthsquarter of 20232024 compared with the same period in 20222023. The decrease in U.S. equity derivative trading revenues was primarily due to higher industry trading volumes, partially offset by lower overall matched market share executed on Nasdaq's exchanges.Nasdaq’s exchanges, partially offset by a higher gross capture rate and higher industry volumes. The decrease in U.S. equity derivative trading revenues less transaction-based expenses was primarily due to lower capture and lower overall matched market share executed on Nasdaq’s exchanges, partially offset by higher industry volumes.
32


Transaction rebates, in which we credit a portion of the execution charge to the market participant, remained relatively flatincreased in the secondfirst quarter of 20232024 compared with the same period in 2022. Transaction rebates decreased in the first six months of 2023 compared with the same period in 2022 primarily due to lowerhigher rebate capture rate and higher industry trading volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq's exchanges, partially offset by higher industry trading volumes.exchanges.
31


Cash Equity TradingCAPITAL ACCESS PLATFORMS
The following table presents revenues from our Capital Access Platforms segment:
Three Months Ended March 31,Percentage Change
20242023
(in millions)
Data & Listing Services$186 $185 0.5 %
Index168 110 52.7 %
Workflow & Insights125 120 4.2 %
Total Capital Access Platforms$479 $415 15.4 %
Data & Listing Services Revenues
The following tables presenttable presents key drivers from our Data & Listing Services business:
Three Months Ended March 31,
20242023
IPOs
The Nasdaq Stock Market27 40 
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic
Total new listings
The Nasdaq Stock Market79 81 
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic
Number of listed companies
The Nasdaq Stock Market4,020 4,163 
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic1,203 1,250 
As of March 31,
20242023
ARR (in millions)$665 $673 
In the table above:
Number of total listed companies on The Nasdaq Stock Market for the three months ended March 31, 2024 and 2023 included 619 and 539 ETPs, respectively. For the three months ended March 31, 2024 and 2023, IPOs included 5 and 10 SPACs, respectively.
IPOs, new listings (which includes IPOs) and total listed companies for exchanges that comprise Nasdaq Nordic and Nasdaq Baltic represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies listed on the alternative markets of Nasdaq First North.
Data & Listing Services revenues increased in the first quarter of 2024 compared with the same period in 2023 due to new listings and an increase in proprietary data revenues due to our international expansion, partially offset by the impact of 2023 delistings.
30


Index Revenues
The following table presents key drivers from our Index business:
As of or
Three Months Ended March 31,
20242023
Number of licensed ETPs361 387 
TTM change in period end ETP AUM tracking Nasdaq indices (in billions)
Beginning balance$366 $401 
Net appreciation (depreciation)124 (57)
Net impact of ETP sponsor switches(17)(1)
Net inflows46 23 
Ending balance$519 $366 
Quarterly average ETP AUM tracking Nasdaq indices (in billions)$492 $341 
ARR (in millions)$74 $71 
In the table above, TTM represents trailing twelve months.
Index revenues increased in the first quarter of 2024 compared with the same period in 2023 primarily due to higher AUM in exchange traded products linked to Nasdaq indices, strong futures capture and trading volume of contracts linked to the Nasdaq-100 Index and a $16 million one-time item related to a legal settlement to recoup revenue.
Workflow & Insights Revenues
The following table presents key drivers from our Workflow & Insights business:
As of or
Three Months Ended March 31
20242023
(in millions)
ARR$481 $458 
Quarterly annualized SaaS revenues411 386 
Workflow & Insights revenues increased in the first quarter of 2024 compared with the same period in 2023 primarily due to an increase in analytics revenues. The increase was primarily due to higher Data Link sales and growth in our eVestment product offerings.
FINANCIAL TECHNOLOGY
The following table presents revenues from our Financial Technology segment:
Three Months Ended March 31,Percentage Change
20242023
(in millions)
Financial Crime Management Technology$64 $52 23.1 %
Regulatory Technology90 32 181.3 %
Capital Markets Technology238 145 64.1 %
Total Financial Technology$392 $229 71.2 %
Financial Crime Management Technology Revenues
The following table presents key drivers for Financial Crime Management Technology business:
As of or
Three Months Ended March 31
20242023
(in millions)
ARR and Quarterly annualized SaaS revenues$243 $196 
Financial Crime Management Technology revenues increased in the first quarter of 2024 compared to the same period in 2023 primarily due to an increase in demand related to new sales to existing clients and new customer acquisitions, particularly small and medium-sized businesses.
Regulatory Technology Revenues
The following table presents key drivers for Regulatory Technology business:
As of or
Three Months Ended March 31
20242023
(in millions)
ARR$328 $125 
Quarterly annualized SaaS revenues168 110 
Regulatory Technology revenues increased in the first quarter of 2024 compared to the same period in 2023 primarily due to the inclusion of revenues from AxiomSL due to our acquisition of Adenza.
Capital Markets Technology Revenues
The following table presents key drivers for Capital Markets Technology business:
As of or
Three Months Ended March 31
20242023
(in millions)
ARR$821 $506 
Quarterly annualized SaaS revenues110 37 
31


Capital Markets Technology revenues increased in the first quarter of 2024 compared with the same period in 2023. The increase was primarily due to the inclusion of revenues from Calypso due to our acquisition of Adenza and higher trade management services revenues mainly driven by demand for colocation and connectivity services and pricing, partially offset by lower market technology revenues related to lower professional fees.
MARKET SERVICES
The following table presents revenues from our Market Services segment:
Three Months Ended March 31,Percentage Change
20242023
(in millions)
Market Services$794 $879 (9.7)%
Transaction-based expenses:
Transaction rebates(481)(487)(1.2)%
Brokerage, clearance and exchange fees(76)(132)(42.4)%
Total Market Services, net$237 $260 (8.8)%
Our Market Services segment includes equity derivatives trading, cash equity trading, Nordic fixed income trading & clearing, U.S. Tape plans and other revenues. The following table presents net revenues by product from our Market Services segment:
Three Months Ended March 31,Percentage Change
20242023
(in millions)
U.S. Equity Derivative Trading$91 $102 (10.8)%
Cash Equity Trading100 103 (2.9)%
U.S. Tape plans28 36 (22.2)%
Other18 19 (5.3)%
Total Market Services, net$237 $260 (8.8)%
In the table above, Other includes Nordic fixed income trading & clearing, Nordic derivatives and Canadian cash equities trading.
U.S. Equity Derivative Trading
The following table presents total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers and other metrics from our CashU.S. Equity Derivative Trading business:
Three Months Ended June 30,Percentage Change
20232022
(in millions)
Cash Equity Trading Revenues$339 $427 (20.6)%
Section 31 fees49 108 (54.6)%
Transaction-based expenses:
Transaction rebates(232)(315)(26.3)%
Section 31 fees(49)(108)(54.6)%
Brokerage, clearance and exchange fees(4)(7)(42.9)%
Cash equity trading revenues less transaction-based expenses$103 $105 (1.9)%
Six Months Ended June 30,Percentage Change
20232022
(in millions)
Cash Equity Trading Revenues$705 $875 (19.4)%
Section 31 fees152 157 (3.2)%
Transaction-based expenses:   
Transaction rebates(489)(656)(25.5)%
Section 31 fees(152)(157)(3.2)%
Brokerage and clearance fees(10)(13)(23.1)%
Cash equity trading revenues, net$206 $206 — %
See the discussion in "U.S. Equity Derivative Trading" for an explanation of
Three Months Ended March 31,Percentage Change
20242023
(in millions)
U.S. Equity Derivative Trading Revenues$323 $327 (1.2)%
Section 31 fees11 23 (52.2)%
Transaction-based expenses:
Transaction rebates(231)(224)3.1 %
Section 31 fees(11)(23)(52.2)%
Brokerage and clearance fees(1)(1)— %
U.S. Equity derivative trading revenues, net$91 $102 (10.8)%
Section 31 fees forare recorded as U.S. equity derivative and cash equity trading revenues with a corresponding amount recorded in transaction-based expenses. We are assessed these fees from the second quarterSEC and pass them through to our customers in the form of 2023 as comparedincremental fees. Pass-through fees can increase or decrease due to rate changes by the same periodSEC, our percentage of the overall industry volumes processed on our systems, and differences in 2022.actual dollar value traded. Section 31 fees decreased in the first six monthsquarter of 20232024 compared with the same period in 20222023 primarily due to lower U.S. industry trading volumes partially offset by higher average SEC fee rates. Since the amount recorded in revenues is equal to the amount recorded as Section 31 fees, there is no impact on our net revenues.
Three Months Ended March 31,
20242023
U.S. equity options
Total industry average daily volume (in millions)43.3 42.4 
Nasdaq PHLX matched market share10.3 %11.1 %
The Nasdaq Options Market matched market share5.4 %7.1 %
Nasdaq BX Options matched market share2.2 %3.3 %
Nasdaq ISE Options matched market share6.3 %5.8 %
Nasdaq GEMX Options matched market share2.5 %2.0 %
Nasdaq MRX Options matched market share2.5 %1.5 %
Total matched market share executed on Nasdaq’s exchanges29.2 %30.8 %
Three Months Ended June 30,
20232022
Total U.S.-listed securities
Total industry average daily share volume (in billions)10.8 12.6 
Matched share volume (in billions)113.7 139.0 
The Nasdaq Stock Market matched market share16.3 %16.5 %
Nasdaq BX matched market share0.4 %0.5 %
Nasdaq PSX matched market share0.4 %0.8 %
Total matched market share executed on Nasdaq’s exchanges17.1 %17.8 %
Market share reported to the FINRA/Nasdaq Trade Reporting Facility34.2 %34.3 %
Total market share51.3 %52.1 %
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades executed on Nasdaq’s exchanges687,158948,874
Total average daily value of shares traded (in billions)$4.7 $5.7 
Total market share executed on Nasdaq’s exchanges71.4 %72.2 %
Six Months Ended June 30,
 20232022
Total U.S.-listed securities
Total industry average daily share volume (in billions)11.3 12.7 
Matched share volume (in billions)235.5 281.2 
The Nasdaq Stock Market matched market share16.1 %16.4 %
Nasdaq BX matched market share0.3 %0.5 %
Nasdaq PSX matched market share0.4 %0.8 %
Total matched market share executed on Nasdaq’s exchanges16.8 %17.7 %
Market share reported to the FINRA/Nasdaq Trade Reporting Facility32.9 %33.9 %
Total market share49.7 %51.6 %
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades executed on Nasdaq’s exchanges739,4801,043,461
Total average daily value of shares traded (in billions)$5.0 $6.4 
Total market share executed on Nasdaq’s exchanges70.1 %72.6 %
In the tables above, total market share includes transactions executed on The Nasdaq Stock Market’s, Nasdaq BX’s and Nasdaq PSX’s systems plus trades reported through the FINRA/Nasdaq Trade Reporting Facility.
CashU.S. equity derivative trading revenues and U.S. equity derivative trading revenues less transaction-based expenses decreased in the secondfirst quarter and first six months of 20232024 compared with the same periodsperiod in 20222023. The decrease in U.S. equity derivative trading revenues was primarily due to lower U.S. industry trading volumes, lower overall U.S. matched market share executed on Nasdaq'sNasdaq’s exchanges, as well aspartially offset by a higher gross capture rate and higher industry volumes. The decrease in U.S. equity derivative trading revenues less transaction-based expenses was primarily due to lower capture rates.and lower overall matched market share executed on Nasdaq’s exchanges, partially offset by higher industry volumes.
32


Cash equity trading revenues less transaction-based expenses remained relatively flatTransaction rebates, in which we credit a portion of the execution charge to the market participant, increased in the secondfirst quarter and first six months of 20232024 compared with the same periodsperiod in 20222023 primarily due to higher U.S.rebate capture rate partially offset by lowerand higher industry trading volumes, andpartially offset by lower overall U.S. matched market share executed on Nasdaq's exchanges.
Transaction rebates decreased in the second quarter and first six months of 2023 compared with the same periods in 2022. For The Nasdaq Stock Market and Nasdaq PSX, we credit a portion of the per share execution charge to the market participant that provides the liquidity, and for Nasdaq BX, we credit a portion of the per share execution charge to the market participant that takes the liquidity. The decrease was primarily due to lower U.S. industry volumes, lower rebate capture rate and lower U.S. matched market share executed on Nasdaq's exchanges.
U.S. Tape Plans
The following table presents revenues from our U.S. Tape plans business:
Three Months Ended June 30,Percentage Change
20232022
(in millions)
U.S. Tape plans$35 $36 (2.8)%
 Six Months Ended June 30,Percentage Change
 20232022
 (in millions)
U.S. Tape plans$72 $77 (6.5)%
U.S. Tape plans revenues remained relatively flat in the second quarter of 2023 compared with the same period in 2022. U.S. Tape plans revenues decreased in the first six months of 2023 compared with the same period in 2022 primarily due to lower collections from under-reported usage.
Other
Other includes Nordic fixed income trading and clearing, Nordic derivatives, Nordic commodities and Canadian cash equities trading. The following table presents revenue and a key driver from our Other business:
Three Months Ended June 30,Percentage Change
20232022
(in millions)
Other$23 $23 — %
 Six Months Ended June 30,Percentage Change
 20232022
 (in millions)
Other$49 $51 (3.9)%
In the table above, Other includes transaction rebates of $5 million and $8 million for the three months ended June 30, 2023 and 2022, respectively, and $11 million and $17 million for the six months ended June 30, 2023 and 2022, respectively.
Three Months Ended June 30,
20232022
Nasdaq Nordic and Nasdaq Baltic options and futures
Total average daily volume of options and futures contracts307,754277,008
Six Months Ended June 30,
 20232022
Nasdaq Nordic and Nasdaq Baltic options and futures
Total average daily volume of options and futures contracts326,687322,390
In the tables above, Nasdaq Nordic and Nasdaq Baltic total average daily volume of options and futures contracts include Finnish option contracts traded on Eurex for which Nasdaq and Eurex have a revenue sharing arrangement.
Other revenues remained relatively flat in the second quarter and the first six months of 2023 compared with the same periods in 2022.
Marketplace Technology
Marketplace Technology includes our trade management services and market technology businesses.
The following tables present revenues and key drivers from our Marketplace Technology business:
Three Months Ended June 30,Percentage Change
20232022
(in millions)
Marketplace Technology$147 $140 5.0 %
Six Months Ended June 30,Percentage Change
20232022
(in millions)
Marketplace Technology$292 $272 7.4 %
As of or
Three Months Ended June 30,
20232022
(in millions)
ARR$516 $492 
Quarterly annualized SaaS revenues38 39 
Order intake90 89 
Six Months Ended June 30,
20232022
(in millions)
Order intake122 127 
In the table above, order intake is for our market technology business and represents the total contract value of orders signed during the period.
Marketplace technology revenues increased in the second quarter and first six months of 2023 compared with the same periods in 2022 primarily due to higher trade management services revenues associated with increased demand for connectivity services, including testing for FINRA services,
33


as well as higher market technology revenues due to higher support licensing and higher professional services fees.
CAPITAL ACCESS PLATFORMS
The following tables presenttable presents revenues and key drivers from our Capital Access Platforms segment:
Three Months Ended June 30,Percentage Change
20232022
(in millions)
Data & Listing Services$187 $183 2.2 %
Index129 124 4.0 %
Workflow & Insights122 115 6.1 %
Total Capital Access Platforms$438 $422 3.8 %
 Six Months Ended June 30,Percentage Change
 20232022
 (in millions) 
Data & Listing Services$373 $365 2.2 %
Index239 246 (2.8)%
Workflow & Insights242 230 5.2 %
Total Capital Access Platforms$854 $841 1.5 %
As of or
Three Months Ended June 30,
20232022
(in millions)
ARR$1,218 $1,167 
Quarterly annualized SaaS revenues394 367 
Three Months Ended March 31,Percentage Change
20242023
(in millions)
Data & Listing Services$186 $185 0.5 %
Index168 110 52.7 %
Workflow & Insights125 120 4.2 %
Total Capital Access Platforms$479 $415 15.4 %
Data & Listing Services Revenues
The following table presents key drivers from our Data & Listing Services business:
Three Months Ended June 30,
20232022
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
IPOs
IPOs
IPOsIPOs
The Nasdaq Stock MarketThe Nasdaq Stock Market23 38 
The Nasdaq Stock Market
The Nasdaq Stock Market
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic
Exchanges that comprise Nasdaq Nordic and Nasdaq BalticExchanges that comprise Nasdaq Nordic and Nasdaq Baltic17 
Total new listingsTotal new listings
Total new listings
Total new listings
The Nasdaq Stock MarketThe Nasdaq Stock Market62 84 
The Nasdaq Stock Market
The Nasdaq Stock Market
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic
Number of listed companies
Number of listed companies
Number of listed companies
The Nasdaq Stock Market
The Nasdaq Stock Market
The Nasdaq Stock Market
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic
Exchanges that comprise Nasdaq Nordic and Nasdaq BalticExchanges that comprise Nasdaq Nordic and Nasdaq Baltic25 
Six Months Ended June 30,
20232022
IPOs
The Nasdaq Stock Market63 108 
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic30 
Total new listings
The Nasdaq Stock Market143 194 
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic13 44 
Number of listed companies
The Nasdaq Stock Market4,106 4,269 
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic1,249 1,260 
As of March 31,
As of March 31,
As of March 31,
2024
ARR (in millions)
ARR (in millions)
ARR (in millions)
In the tablestable above:
The Nasdaq Stock Market new listings include IPOs, including issuers that switched from other listing venues and separately listed ETPs. For the three months ended June 30, 2023 and 2022, IPOs included 5 and 16 SPACs, respectively. For the six months ended June 30, 2023 and 2022, IPOs included 15 and 59 SPACs, respectively.
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic new listings include IPOs and represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on the alternative markets of Nasdaq First North.
Number of total listed companies on The Nasdaq Stock Market for the sixthree months ended June 30,March 31, 2024 and 2023 included 619 and 2022539 ETPs, respectively. For the three months ended March 31, 2024 and 2023, IPOs included 5475 and 465 ETPs,10 SPACs, respectively.
Number ofIPOs, new listings (which includes IPOs) and total listed companies on thefor exchanges that comprise Nasdaq Nordic and Nasdaq Baltic representsrepresent companies listed on thesethe Nasdaq Nordic and Nasdaq Baltic exchanges and companies listed on the alternative markets of Nasdaq First North.
34


Data & Listing Services revenues increased in the secondfirst quarter and first six months of 20232024 compared with the same periodsperiod in 2022. The increase was primarily2023 due to new listings and an increase in proprietary data revenues driven largely by higherdue to our international demand and annual listing fee growth, partially offset by lower initial listings fees. The increase in the first six months of 2023 was alsoexpansion, partially offset by the unfavorable impact of changes in foreign exchange rates.2023 delistings.
30


Index Revenues
The following tables presenttable presents key drivers from our Index business:
As of or
Three Months Ended June 30,
20232022
As of or
Three Months Ended March 31,
As of or
Three Months Ended March 31,
As of or
Three Months Ended March 31,
2024
Number of licensed ETPsNumber of licensed ETPs386 374 
TTM change in period end ETP AUM tracking Nasdaq indexes (in billions)
Number of licensed ETPs
Number of licensed ETPs
TTM change in period end ETP AUM tracking Nasdaq indices (in billions)
TTM change in period end ETP AUM tracking Nasdaq indices (in billions)
TTM change in period end ETP AUM tracking Nasdaq indices (in billions)
Beginning balance
Beginning balance
Beginning balanceBeginning balance$321 $415 
Net appreciation (depreciation)Net appreciation (depreciation)73 (90)
Net appreciation (depreciation)
Net appreciation (depreciation)
Net impact of ETP sponsor switches
Net impact of ETP sponsor switches
Net impact of ETP sponsor switchesNet impact of ETP sponsor switches(1)(75)
Net inflowsNet inflows25 71 
Net inflows
Net inflows
Ending balanceEnding balance$418 $321 
Quarterly average ETP AUM tracking Nasdaq indexes (in billions)$381 $350 
Ending balance
Ending balance
Quarterly average ETP AUM tracking Nasdaq indices (in billions)
Quarterly average ETP AUM tracking Nasdaq indices (in billions)
Quarterly average ETP AUM tracking Nasdaq indices (in billions)
ARR (in millions)
ARR (in millions)
ARR (in millions)
In the table above, TTM represents trailing twelve months.
Index revenues increased in the secondfirst quarter of 2023,2024 compared with the same period in 2022,2023 primarily due to higher AUM in exchange traded products linked to Nasdaq indexes, which was partially offset by lowerindices, strong futures volumes. Index revenues decreased in the first six monthscapture and trading volume of 2023, compared with the same period in 2022, primarily due to lower AUM in exchange traded productscontracts linked to Nasdaq indexesthe Nasdaq-100 Index and lower futures volumes.a $16 million one-time item related to a legal settlement to recoup revenue.
Workflow & Insights Revenues
The following table presents key drivers from our Workflow & Insights business:
As of or
Three Months Ended March 31
20242023
(in millions)
ARR$481 $458 
Quarterly annualized SaaS revenues411 386 
Workflow & Insights revenues increased in the secondfirst quarter and first six months of 20232024 compared with the same periodsperiod in 2022. The increase was2023 primarily due to an increase in both corporate solutions and analytics revenues. The increase in our corporate solutions revenues was primarily due to continued demand for our Investor Relations Intelligencehigher Data Link sales and ESG solutions. The increase in analytics revenues was primarily due to the growth in our eVestment and Solovis product offerings.
ANTI-FINANCIAL CRIMEFINANCIAL TECHNOLOGY
The following tables presenttable presents revenues andfrom our Financial Technology segment:
Three Months Ended March 31,Percentage Change
20242023
(in millions)
Financial Crime Management Technology$64 $52 23.1 %
Regulatory Technology90 32 181.3 %
Capital Markets Technology238 145 64.1 %
Total Financial Technology$392 $229 71.2 %
Financial Crime Management Technology Revenues
The following table presents key drivers from our Anti-Financialfor Financial Crime segment:Management Technology business:
Three Months Ended June 30,Percentage Change
20232022
(in millions)
Anti-Financial Crime$89 $75 18.7 %
 Six Months Ended June 30,Percentage Change
 20232022
(in millions)
Anti-Financial Crime$173 $147 17.7 %
As of or
Three Months Ended March 31
20242023
(in millions)
ARR and Quarterly annualized SaaS revenues$243 $196 
As of or
Three Months Ended June 30,
20232022
(in millions)
ARR$339 $288 
Total signed ARR365 305 
Quarterly annualized SaaS revenues323 273 
In the table above, total signed ARR reflects ARR recognized as revenue in the current period as well as ARR for new contracts signed but not yet commenced.
Anti-FinancialFinancial Crime Management Technology revenues increased in the secondfirst quarter and first six months of 20232024 compared withto the same periodsperiod in 20222023 primarily due to an increase in demand for fraud detectionrelated to new sales to existing clients and anti-money laundering solutionsnew customer acquisitions, particularly small and strong performance by our surveillance business.medium-sized businesses.
Regulatory Technology Revenues
The following table presents key drivers for Regulatory Technology business:
As of or
Three Months Ended March 31
20242023
(in millions)
ARR$328 $125 
Quarterly annualized SaaS revenues168 110 
Regulatory Technology revenues increased in the first quarter of 2024 compared to the same period in 2023 primarily due to the inclusion of revenues from AxiomSL due to our acquisition of Adenza.
Capital Markets Technology Revenues
The following table presents key drivers for Capital Markets Technology business:
As of or
Three Months Ended March 31
20242023
(in millions)
ARR$821 $506 
Quarterly annualized SaaS revenues110 37 
31


Capital Markets Technology revenues increased in the first quarter of 2024 compared with the same period in 2023. The increase was primarily due to the inclusion of revenues from Calypso due to our acquisition of Adenza and higher trade management services revenues mainly driven by demand for colocation and connectivity services and pricing, partially offset by lower market technology revenues related to lower professional fees.
MARKET SERVICES
The following table presents revenues from our Market Services segment:
Three Months Ended March 31,Percentage Change
20242023
(in millions)
Market Services$794 $879 (9.7)%
Transaction-based expenses:
Transaction rebates(481)(487)(1.2)%
Brokerage, clearance and exchange fees(76)(132)(42.4)%
Total Market Services, net$237 $260 (8.8)%
Our Market Services segment includes equity derivatives trading, cash equity trading, Nordic fixed income trading & clearing, U.S. Tape plans and other revenues. The following table presents net revenues by product from our Market Services segment:
Three Months Ended March 31,Percentage Change
20242023
(in millions)
U.S. Equity Derivative Trading$91 $102 (10.8)%
Cash Equity Trading100 103 (2.9)%
U.S. Tape plans28 36 (22.2)%
Other18 19 (5.3)%
Total Market Services, net$237 $260 (8.8)%
In the table above, Other includes Nordic fixed income trading & clearing, Nordic derivatives and Canadian cash equities trading.
U.S. Equity Derivative Trading
The following table presents total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers from our U.S. Equity Derivative Trading business:
Three Months Ended March 31,Percentage Change
20242023
(in millions)
U.S. Equity Derivative Trading Revenues$323 $327 (1.2)%
Section 31 fees11 23 (52.2)%
Transaction-based expenses:
Transaction rebates(231)(224)3.1 %
Section 31 fees(11)(23)(52.2)%
Brokerage and clearance fees(1)(1)— %
U.S. Equity derivative trading revenues, net$91 $102 (10.8)%
Section 31 fees are recorded as U.S. equity derivative and cash equity trading revenues with a corresponding amount recorded in transaction-based expenses. We are assessed these fees from the SEC and pass them through to our customers in the form of incremental fees. Pass-through fees can increase or decrease due to rate changes by the SEC, our percentage of the overall industry volumes processed on our systems, and differences in actual dollar value traded. Section 31 fees decreased in the first quarter of 2024 compared with the same period in 2023 primarily due to lower average SEC fee rates. Since the amount recorded in revenues is equal to the amount recorded as Section 31 fees, there is no impact on our net revenues.
Three Months Ended March 31,
20242023
U.S. equity options
Total industry average daily volume (in millions)43.3 42.4 
Nasdaq PHLX matched market share10.3 %11.1 %
The Nasdaq Options Market matched market share5.4 %7.1 %
Nasdaq BX Options matched market share2.2 %3.3 %
Nasdaq ISE Options matched market share6.3 %5.8 %
Nasdaq GEMX Options matched market share2.5 %2.0 %
Nasdaq MRX Options matched market share2.5 %1.5 %
Total matched market share executed on Nasdaq’s exchanges29.2 %30.8 %
U.S. equity derivative trading revenues and U.S. equity derivative trading revenues less transaction-based expenses decreased in the first quarter of 2024 compared with the same period in 2023. The decrease in U.S. equity derivative trading revenues was primarily due to lower overall matched market share executed on Nasdaq’s exchanges, partially offset by a higher gross capture rate and higher industry volumes. The decrease in U.S. equity derivative trading revenues less transaction-based expenses was primarily due to lower capture and lower overall matched market share executed on Nasdaq’s exchanges, partially offset by higher industry volumes.
32


Transaction rebates, in which we credit a portion of the execution charge to the market participant, increased in the first quarter of 2024 compared with the same period in 2023 primarily due to higher rebate capture rate and higher industry trading volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq's exchanges.
Cash Equity Trading Revenues
The following table presents total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers and other metrics from our Cash Equity Trading business:
Three Months Ended March 31,Percentage Change
20242023
(in millions)
Cash Equity Trading Revenues$350 $366 (4.4)%
Section 31 fees59 102 (42.2)%
Transaction-based expenses:
Transaction rebates(245)(257)(4.7)%
Section 31 fees(59)(102)(42.2)%
Brokerage and clearance fees(5)(6)(16.7)%
Cash equity trading revenues, net$100 $103 (2.9)%
See the discussion in "U.S. Equity Derivative Trading" for an explanation of Section 31 fees for the first quarter of 2024 as compared with the same period in 2023. Since the amount recorded in revenues is equal to the amount recorded as Section 31 fees, there is no impact on our net revenues.
Three Months Ended March 31,
20242023
Total U.S.-listed securities
Total industry average daily share volume (in billions)11.8 11.8 
Matched share volume (in billions)116.7 121.8 
The Nasdaq Stock Market matched market share15.7 %15.8 %
Nasdaq BX matched market share0.4 %0.4 %
Nasdaq PSX matched market share0.2 %0.5 %
Total matched market share executed on Nasdaq’s exchanges16.3 %16.7 %
Market share reported to the FINRA/Nasdaq Trade Reporting Facility41.4 %31.6 %
Total market share57.7 %48.3 %
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades executed on Nasdaq’s exchanges666,408787,715
Total average daily value of shares traded (in billions)$4.7 $5.3 
Total market share executed on Nasdaq’s exchanges71.7 %68.9 %
In the table above, total market share includes transactions executed on The Nasdaq Stock Market’s, Nasdaq BX’s and Nasdaq PSX’s systems plus trades reported through the FINRA/Nasdaq Trade Reporting Facility.
Cash equity trading revenues and cash equity trading revenues less transaction-based expenses decreased in the first quarter of 2024 compared with the same period in 2023 primarily due to lower overall U.S. matched market share executed on Nasdaq’s exchanges.
Transaction rebates decreased in the first quarter of 2024 compared with the same period in 2023. For The Nasdaq Stock Market and Nasdaq PSX, we credit a portion of the per share execution charge to the market participant that provides the liquidity, and for Nasdaq BX, we credit a portion of the per share execution charge to the market participant that takes the liquidity. The decrease was primarily due to lower U.S. matched market share executed on Nasdaq's exchanges.
U.S. Tape Plans
The following table presents revenues from our U.S. Tape plans business:
Three Months Ended March 31,Percentage Change
20242023
(in millions)
U.S. Tape plans$28 $36 (22.2)%
U.S. Tape plans revenues decreased in the first quarter of 2024 compared with the same period in 2023 primarily due to lower industry-wide usage volume as well as the impact of one-time industry-wide adjustments.
Other
Other includes Nordic fixed income trading and clearing, Nordic derivatives and Canadian cash equities trading. The following table presents revenue and a key driver from our Other business:
Three Months Ended March 31,Percentage Change
20242023
(in millions)
Other$18 $19 (5.3)%
In the table above, other includes transaction rebates of $5 million and $6 million for the three months ended March 31, 2024 and 2023, respectively.
Three Months Ended March 31,
20242023
Nasdaq Nordic and Nasdaq Baltic options and futures
Total average daily volume of options and futures contracts241,665344,141
In the table above, Nasdaq Nordic and Nasdaq Baltic total average daily volume of options and futures contracts include Finnish option contracts traded on Eurex for which Nasdaq and Eurex have a revenue sharing arrangement. The revenue sharing arrangement ended in the fourth quarter of 2023.
Other revenues decreased in the first quarter of 2024 compared with the same period in 2023 primarily due to lower European equity derivatives trading volumes.
33


OTHER REVENUES
For the three and six months ended June 30,March 31, 2024 and 2023, and 2022, Otherother revenues include a transitional services agreement associated with a divested business.
35
revenues related to our European power trading and clearing business, following our announcement in June 2023 to sell this business to the European Energy Exchange, subject to regulatory approval. Prior to June 2023, these revenues were included in our Market Services and Capital Access Platforms segments.


EXPENSES
Operating Expenses
The following table presents our operating expenses:
Three Months Ended June 30,Percentage Change
20232022
(in millions)
Compensation and benefits$261 $247 5.7 %
Professional and contract services30 29 3.4 %
Computer operations and data communications56 50 12.0 %
Occupancy32 25 28.0 %
General, administrative and other22 34 (35.3)%
Marketing and advertising11 (18.2)%
Depreciation and amortization65 65 — %
Regulatory12.5 %
Merger and strategic initiatives45 12 275.0 %
Restructuring charges14 — N/M
Total operating expenses$543 $481 12.9 %
 Six Months Ended June 30,Percentage Change
 20232022
 (in millions) 
Compensation and benefits$517 $501 3.2 %
Professional and contract services61 64 (4.7)%
Computer operations and data communications110 101 8.9 %
Occupancy71 52 36.5 %
General, administrative and other35 55 (36.4)%
Marketing and advertising19 21 (9.5)%
Depreciation and amortization134 132 1.5 %
Regulatory17 15 13.3 %
Merger and strategic initiatives47 27 74.1 %
Restructuring charges33 — N/M
Total operating expenses$1,044 $968 7.9 %
_________
N/M Not meaningful.
Three Months Ended March 31,Percentage Change
20242023
(in millions)
Compensation and benefits$340 $256 32.8 %
Professional and contract services34 32 6.3 %
Computer operations and data communications67 54 24.1 %
Occupancy28 39 (28.2)%
General, administrative and other28 14 100.0 %
Marketing and advertising11 22.2 %
Depreciation and amortization155 69 124.6 %
Regulatory— %
Merger and strategic initiatives350.0 %
Restructuring charges26 18 44.4 %
Total operating expenses$707 $502 40.8 %
The increase in compensation and benefits expense infor the secondfirst quarter and first six months of 20232024 compared with the same periodsperiod in 20222023 was primarily driven by increased headcount andas well as a pre-tax loss of $23 million resulting from the impactfinalization of merit increases, partially offset by a favorable impact from foreign exchange ratesthe termination of $5 million and $13 million, respectively.our pension plan.
Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 6,5658,568 employees as of June 30, 2023March 31, 2024 from 6,2146,486 as of June 30, 2022, reflecting growth across eachMarch 31, 2023, primarily due to our acquisition of our three segments.Adenza.
Professional and contract services expense remained relatively flat in the secondfirst quarter of 20232024 compared with the same period in 2022. Professional and contract services expense decreased in the first six months of 2023 compared with the same period in 2022 primarily due to reduced consulting costs and legal fees.2023.
Computer operations and data communications expense increased in the secondfirst quarter and first six months of 20232024 compared with the same periodsperiod in 20222023 primarily due to an increase in expenses related to the inclusion of Adenza in the first quarter of 2024 and increased investment in technology, primarily higher costs related to our cloud initiatives.initiatives and software.
Occupancy expense increaseddecreased in the secondfirst quarter and first six months of 20232024 compared with the same periodsperiod in 20222023 primarily due to asset impairment charges related to our lease assets. 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 and six months ended June 30, 2023, we recorded $5$12 million and $18 million, respectively, in impairment charges and exit related costs recorded in the first quarter of 2023 following the abandonment of leased office space.
General, administrative and other expense decreasedincreased in the secondfirst quarter and first six months of 20232024 compared with the same periodsperiod in 20222023 primarily due to a loss on extinguishment of debt in the second quarter of 2022. The decrease in the first six months of 2023 also includes an insurance recovery related to a legal matter.matter in the first quarter of 2023 and increased expenses related to the inclusion of Adenza in the first quarter of 2024.
Marketing and advertising expense decreasedremained relatively flat in the secondfirst quarter and first six months of 20232024 compared with the same periodsperiod in 2022 primarily due to lower client incentives resulting from lower IPO activity.2023.
Depreciation and amortization expense remained flat in the second quarter of 2023 compared with 2022. Depreciation and amortization expense increased in the first six monthsquarter of 20232024 compared with the same period in 2022 as a result of our impairment of leasehold improvements related2023 primarily due to vacated leased office space, partially offset by a favorable impact from foreign exchange rates. See Note 15, “Leases,”an increase in amortization due to the condensed consolidated financial statements for further discussionintangible assets acquired as part of our asset impairment charges related to vacated leased office space.
Regulatory expense remained relatively flat in the second quarter and first six months of 2023 compared with the same periods in 2022.Adenza acquisition.
36


We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years, which 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 and vary based on the size and frequency of the activities described above. The increase for the three and six months ended June 30, 2023March 31, 2024 compared towith the same periodsperiod in 20222023 primarily reflects higher expenses related to the announced Adenza acquisition.
Restructuring charges increased in the secondfirst quarter and first six months of 2024 compared with the same period in 2023 as a result of charges from our 2022 divisional alignmentAdenza restructuring program. See Note 19, “Restructuring Charges,” to the condensed consolidated financial statements for further discussion. WeBy 2025, we expect to achieve benefits inof the form of2022 divisional alignment program through combined annual run raterun-rate operating efficiencies and revenue synergies of approximately $30 million annually by 2025.annually. We expect to achieve $80 million of net expense synergies two years following the closing of the Adenza acquisition.
Non-operating Income and Expenses
The following table presents our non-operating income and expenses:
Three Months Ended June 30,Percentage Change
20232022
(in millions)
Interest income$$— N/M
Interest expense(36)(32)12.5 %
Net interest expense(28)(32)(12.5)%
Other income (loss)(6)(175.0)%
Net income (loss) from unconsolidated investees(11)(222.2)%
Total non-operating expense$(45)$(15)200.0 %
 Six Months Ended June 30,Percentage Change
 20232022
 (in millions)
Interest income$15 $1,400.0 %
Interest expense(73)(64)14.1 %
Net interest expense(58)(63)(7.9)%
Other income (loss)(7)(450.0)%
Net income from unconsolidated investees15 (80.0)%
Total non-operating expenses$(62)$(46)34.8 %
_________
Three Months Ended March 31,Percentage Change
20242023
(in millions)
Interest income$$—%
Interest expense(108)(36)200.0 %
Net interest expense(102)(30)240.0 %
Other income— N/M
Net income from unconsolidated investees14 (78.6)%
Total non-operating expense$(98)$(16)512.5 %
________________
N/M - Not meaningful.meaningful
34


The following table presents our interest expense:
Three Months Ended June 30,Percentage Change
20232022
(in millions)
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
2024
2024
(in millions)
(in millions)
(in millions)
Interest expense on debt
Interest expense on debt
Interest expense on debtInterest expense on debt$34 $30 13.3 %
Accretion of debt issuance costs and debt discountAccretion of debt issuance costs and debt discount— %
Accretion of debt issuance costs and debt discount
Accretion of debt issuance costs and debt discount
Other feesOther fees— %
Other fees
Other fees
Interest expense
Interest expense
Interest expenseInterest expense$36 $32 12.5 %
Six Months Ended June 30,Percentage Change
20232022
(in millions) 
Interest expense on debt$69 $59 16.9 %
Accretion of debt issuance costs and debt discount(25.0)%
Other fees— %
Interest expense$73 $64 14.1 %
________________
N/M - Not meaningful
Interest income increasedremained flat in the secondfirst quarter of 20232024 compared with the same period in 2022 primarily due to an increase in interest rates and a higher cash balance.2023.
Interest expense increased in the secondfirst quarter and first six months of 20232024 compared with the same periodsperiod in 20222023 primarily due to an increase in interest rates related to borrowings under our commercial paper program as well as the new debt issued in June 2023 to finance the Adenza acquisition.
Other income (loss) primarily represents realized and unrealized gains and losses from strategic investments related See “Financing of the Adenza Acquisition,” of Note 8, “Debt Obligations,” to our corporate venture program.the condensed consolidated financial statements for further discussion.
Net income (loss) from unconsolidated investees decreased in the secondfirst quarter of 20232024 compared with 2022the same period in 2023 primarily due lossesto lower income recognized from our equity method investmentsinvestment in OCC and NPM.OCC. See “Equity Method Investments,” of Note 6, “Investments,” to the condensed consolidated financial statements for further discussion.
37


Tax Matters
The following table presents our income tax provision and effective tax rate:
Three Months Ended June 30,Percentage Change
20232022
($ in millions)
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
2024
2024
($ in millions)
($ in millions)
($ in millions)
Income tax provisionIncome tax provision$70 $90 (22.2)%
Income tax provision
Income tax provision
Effective tax rate
Effective tax rate
Effective tax rateEffective tax rate20.8 %22.7 %
Six Months Ended June 30,Percentage Change
20232022
(in millions)
Income tax provision$165$182(9.3)%
Effective tax rate22.5 %23.6 %
For further discussion of our tax matters, see Note 16, “Income Taxes,” to the condensed consolidated financial statements.
NON-GAAP FINANCIAL MEASURES
In addition to disclosing results determined in accordance with U.S. GAAP, we also provide non-GAAP net income attributable to Nasdaq and non-GAAP diluted earnings per share.share in this Quarterly Report on Form 10-Q. Management uses this non-GAAP information internally, along with U.S. GAAP information, in evaluating our performance and in making financial and operational decisions. We believe our presentation of these measures provides investors with greater transparency and supplemental data relating to our financial condition and results of operations. In addition, we believe the presentation of these measures is useful to investors for period-to-period comparisons of our ongoing operating performance.
These measures are not in accordance with, or an alternative to, U.S. GAAP, and may be different from non-GAAP measures used by other companies. In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces their usefulness as comparative measures. Investors should not rely on any single financial measure when evaluating our business. This non-GAAP information should be considered as supplemental in nature and is not meant as a substitute for our operating results in accordance with U.S. GAAP. We recommend investors review the U.S. GAAP financial measures included in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the notes thereto. When viewed in conjunction with our U.S. GAAP results and the accompanying reconciliation, we believe these non-GAAP measures provide greater transparency and a more complete understanding of factors affecting our business than U.S. GAAP measures alone.
We understand that analysts and investors regularly rely on non-GAAP financial measures, such as non-GAAP net income attributable to Nasdaq and non-GAAP diluted earnings per share, to assess operating performance. We use non-GAAP net income attributable to Nasdaq and non-GAAP diluted earnings per share because they highlight trends more clearly in our business that may not otherwise be apparent when relying solely on U.S. GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our ongoing operating performance. We believe that excluding the following items from the non-GAAP net income attributable to Nasdaq provides a more meaningful analysis of Nasdaq’s ongoing operating performance and comparisons in Nasdaq’s performance between periods:
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 businesses and the relative operating performance of the businesses 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. The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transaction. These expenses primarily include integration costs, as well as legal, due diligence and other third-party transaction costs. The increase forin the three and six months ended June 30, 2023first quarter of 2024 compared towith the same periodsperiod in 20222023 primarily reflects higher expensescosts related to the announced Adenza acquisition.
35


Restructuring charges: In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program, “Adenza Restructuring” to optimize our efficiencies as a combined organization. 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,” to the condensed consolidated financial statements for further discussion of our 2022Adenza restructuring program and our divisional alignment program.
Net income from unconsolidated investees: We exclude our share of the earnings and losses of our equity method investments, primarily our equity interest in OCC and NPM.OCC. This provides a more meaningful analysis of Nasdaq’s ongoing operating performance or comparisons in Nasdaq’s performance between periods. See “Equity Method Investments,” of Note 6, “Investments,” to the condensed consolidated financial statements for further discussion.
38


Other items: We have excluded certain other charges or gains, including certain tax items, that are the result of other non-comparable events to measure operating performance. We believe the exclusion of such amounts allows management and investors to better understand the ongoing financial results of Nasdaq. Other significant items include:
forLease asset impairments: For the three and six months ended June 30,first quarter of 2023, other items includethis included impairment charges related to our operating lease assets and leasehold improvements associated with vacating certain leased office space, which are recorded in occupancy and depreciation and amortization expense in our Condensed Consolidated Statements of Income;Income.
forLegal and regulatory matters: For the three and six months ended June 30,first quarter of 2023, other items also includethis primarily included insurance recoveries related to certain legal matters, whichmatters. The insurance recoveries are recorded in professional and contract services and general, administrative and other expense in the Condensed Consolidated Statements of Income;Income.
forPension settlement charge: In the threefirst quarter of 2024, we recorded a pre-tax loss as a result of settling our U.S. pension plan. The plan was terminated and six months ended June 30,partially settled in 2023, with final settlement occurring during the first quarter of 2024. The loss is recorded in compensation and 2022, other items also include net gains and losses from strategic investments entered into through our corporate venture program includedbenefits in other income in ourthe Condensed Consolidated Statements of Income; and
Income. See Note 9, “Retirement Plans,” to the condensed consolidated financial statements for the three and six months ended June 30, 2022, other items primarily include a loss on extinguishment of debt, which is recorded under general, administrative and other expense in our Condensed Consolidated Statements of Income.further discussion.
Significant tax items: The non-GAAP adjustment to the income tax provision for the three and six months ended June 30, 2023 and 2022all periods primarily includes the tax impact of each non-GAAP adjustment.
The following tables presenttable presents reconciliations between U.S. GAAP net income attributable to Nasdaq and diluted earnings per share and non-GAAP net income attributable to Nasdaq and diluted earnings per share:
 Three Months Ended June 30,
20232022
(in millions, except per share amounts)
U.S. GAAP net income attributable to Nasdaq$267 $307 
Non-GAAP adjustments:
Amortization expense of acquired intangible assets37 39 
Merger and strategic initiatives expense45 12 
Restructuring charges14 — 
Lease asset impairments— 
Extinguishment of debt— 16 
Net loss (income) from unconsolidated investees11 (9)
Other income (loss)(8)
Total non-GAAP adjustments120 50 
Total non-GAAP tax adjustments(37)(15)
Total non-GAAP adjustments, net of tax83 35 
Non-GAAP net income attributable to Nasdaq$350 $342 
U.S. GAAP effective tax rate20.8 %22.7 %
Total adjustments from non-GAAP tax rate2.6 %0.8 %
Non-GAAP effective tax rate23.4 %23.5 %
Weighted-average common shares outstanding for diluted earnings per share493.6 496.6 
U.S. GAAP diluted earnings per share$0.54 $0.62 
Total adjustments from non-GAAP net income0.17 0.07 
Non-GAAP diluted earnings per share$0.71 $0.69 
39


Six Months Ended June 30,
20232022
(in millions, except per share amounts)Three Months Ended March 31,
2024
(in millions, except per share amounts)
(in millions, except per share amounts)
(in millions, except per share amounts)
U.S. GAAP net income attributable to NasdaqU.S. GAAP net income attributable to Nasdaq$568 $590 
Non-GAAP adjustments:Non-GAAP adjustments:
Non-GAAP adjustments:
Non-GAAP adjustments:
Amortization expense of acquired intangible assets
Amortization expense of acquired intangible assets
Amortization expense of acquired intangible assetsAmortization expense of acquired intangible assets75 78 
Merger and strategic initiatives expenseMerger and strategic initiatives expense47 27 
Merger and strategic initiatives expense
Merger and strategic initiatives expense
Restructuring charges
Restructuring charges
Restructuring chargesRestructuring charges33 — 
Lease asset impairmentsLease asset impairments23 — 
Extinguishment of debt— 16 
Lease asset impairments
Lease asset impairments
Net income from unconsolidated investeesNet income from unconsolidated investees(3)(14)
Net income from unconsolidated investees
Net income from unconsolidated investees
Legal and regulatory matters
Legal and regulatory matters
Legal and regulatory matters
Pension settlement charge
Other income (loss)(2)
Pension settlement charge
Pension settlement charge
Other
Other
Other
Total non-GAAP adjustments
Total non-GAAP adjustments
Total non-GAAP adjustmentsTotal non-GAAP adjustments173 109 
Total non-GAAP tax adjustmentsTotal non-GAAP tax adjustments(52)(29)
Total non-GAAP tax adjustments
Total non-GAAP tax adjustments
Total non-GAAP adjustments, net of taxTotal non-GAAP adjustments, net of tax121 80 
Total non-GAAP adjustments, net of tax
Total non-GAAP adjustments, net of tax
Non-GAAP net income attributable to Nasdaq
Non-GAAP net income attributable to Nasdaq
Non-GAAP net income attributable to NasdaqNon-GAAP net income attributable to Nasdaq$689 $670 
U.S. GAAP effective tax rateU.S. GAAP effective tax rate22.5 %23.6 %
U.S. GAAP effective tax rate
U.S. GAAP effective tax rate
Total adjustments from non-GAAP tax rateTotal adjustments from non-GAAP tax rate1.5 %0.4 %
Total adjustments from non-GAAP tax rate
Total adjustments from non-GAAP tax rate
Non-GAAP effective tax rate
Non-GAAP effective tax rate
Non-GAAP effective tax rateNon-GAAP effective tax rate24.0 %24.0 %
Weighted-average common shares outstanding for diluted earnings per shareWeighted-average common shares outstanding for diluted earnings per share494.2 499.2 
Weighted-average common shares outstanding for diluted earnings per share
Weighted-average common shares outstanding for diluted earnings per share
U.S. GAAP diluted earnings per share
U.S. GAAP diluted earnings per share
U.S. GAAP diluted earnings per shareU.S. GAAP diluted earnings per share$1.15 $1.18 
Total adjustments from non-GAAP net incomeTotal adjustments from non-GAAP net income0.24 0.16 
Total adjustments from non-GAAP net income
Total adjustments from non-GAAP net income
Non-GAAP diluted earnings per shareNon-GAAP diluted earnings per share$1.39 $1.34 
Non-GAAP diluted earnings per share
Non-GAAP diluted earnings per share
LIQUIDITY AND CAPITAL RESOURCES
Historically, we have funded our operating activities and met our commitments through cash generated by operations, augmented by the periodic issuance of debt. Currently, our cost and availability of funding remain healthy. We continue to prudently assess our capital deployment strategy through balancing acquisitions, internal investments, debt repayments, and shareholder return activity, including share repurchases and dividends.
In the near term, we
36


We expect that our operations and the availability under our revolving credit facility and commercial paper program will provide sufficient cash to fund our operating expenses, capital expenditures, debt repayments, any share repurchases and any dividends.
The value of various assets and liabilities, including cash and cash equivalents, receivables, accounts payable and accrued expenses, the current portion of long-term debt, and commercial paper, can fluctuate from month to month. Working capital (calculated as current assets less current liabilities) was $5,067 million as of June 30, 2023, compared with $(231) million as of December 31, 2022, an increase of $5,298 million. The increase was primarily driven by an increase in cash and cash equivalents and financial investments and a decrease in short-term debt, partially offset by an increase in deferred revenue. We expect that our cash and cash equivalents combined with cash flows provided by operating activities, will be sufficient to meetsupplemented with our ongoing obligations. In addition, we believe our currently-available borrowing capacity and access to additional financing, including our revolving credit facility and our commercial paper program, provides us additional flexibility to meet our ongoing obligations.obligations and the capital deployment strategic actions described above, while allowing us to invest in activities and product development that support the long-term growth of our operations.
Principal factors that could affect the availability of our internally-generated funds include:
•    deterioration of our revenues in any of our business segments;
•    changes in regulatory and working capital requirements; and
an increase in our expenses.
Principal factors that could affect our ability to obtain cash from external sources include:
•    operating covenants contained in our credit facilities that limit our total borrowing capacity;
•    credit rating downgrades, which could limit our access to additional debt;
•    a significant decrease in the market price of our common stock; and
•    volatility or disruption in the public debt and equity markets.
The following table summarizes selected measures of our financial assets:liquidity and capital resources:
June 30, 2023December 31, 2022 March 31, 2024December 31, 2023
(in millions) (in millions)
Cash and cash equivalentsCash and cash equivalents$5,347 $502 
Financial investmentsFinancial investments288 181 
Total financial assets$5,635 $683 
Financial investments
Financial investments
Working capital
Cash and Cash Equivalents
Cash and cash equivalents includes all non-restricted cash in banks and highly liquid investments with original maturities of 90 days or less at the time of purchase. The balance retained in cash and cash equivalents is a function of anticipated or possible short-term cash needs, prevailing interest rates, our investment policy, and alternative investment choices. As of June 30, 2023,March 31, 2024, our cash and cash equivalents of $5,347$388 million were primarily invested in bank deposits,money market funds, commercial paper, municipal bonds and money market funds. In the long-term, we may use both internally generated funds and external sources to satisfy our debt obligations and other long-term liabilities. Cash and cash equivalents as of June 30,
bank deposits.
40


2023 increased $4,845 million from December 31, 2022. The increase reflected proceeds from issuances of long-term debt, net of issuance costs, in connection with the financing of the Adenza transaction. For further discussion, see “Financing of the Adenza Transaction,” of Note 8, “Debt Obligations,” to the condensed consolidated financial statements.
Repatriation of Cash
Our cash and cash equivalents held outside of the U.S. in various foreign subsidiaries totaled $253$206 million as of June 30, 2023March 31, 2024 and $275$236 million as of December 31, 2022.2023. The remaining balance held in the U.S. totaled $5,094$182 million as of June 30, 2023March 31, 2024 and $227$217 million as of December 31, 2022.
Unremitted earnings of certain subsidiaries outside of the U.S. are used to finance our international operations and are considered to be indefinitely reinvested.2023.
Cash Flow Analysis
The following table summarizes the changes in cash flows:
Six Months Ended June 30,Three Months Ended March 31,
20232022
Net cash provided by (used in):Net cash provided by (used in):(in millions)
Net cash provided by (used in):
Net cash provided by (used in):(in millions)
Operating activitiesOperating activities$979 $980 
Investing activitiesInvesting activities(292)(244)
Investing activities
Investing activities
Financing activities
Financing activities
Financing activitiesFinancing activities4,416 2,703 
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalentsEffect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents(230)(682)
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents4,873 2,757 
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents
Net decrease in cash and cash equivalents and restricted cash and cash equivalents
Net decrease in cash and cash equivalents and restricted cash and cash equivalents
Net decrease in cash and cash equivalents and restricted cash and cash equivalents
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period
Cash and cash equivalents, restricted cash and cash equivalents at beginning of periodCash and cash equivalents, restricted cash and cash equivalents at beginning of period6,994 5,496 
Cash and cash equivalents, restricted cash and cash equivalents at end of periodCash and cash equivalents, restricted cash and cash equivalents at end of period$11,867 $8,253 
Cash and cash equivalents, restricted cash and cash equivalents at end of period
Cash and cash equivalents, restricted cash and cash equivalents at end of period
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash EquivalentsReconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents
Cash and cash equivalentsCash and cash equivalents$5,347 $454 
Cash and cash equivalents
Cash and cash equivalents
Restricted cash and cash equivalents
Restricted cash and cash equivalents
Restricted cash and cash equivalentsRestricted cash and cash equivalents23 30 
Restricted cash and cash equivalents (default funds and margin deposits)Restricted cash and cash equivalents (default funds and margin deposits)6,497 7,769 
Restricted cash and cash equivalents (default funds and margin deposits)
Restricted cash and cash equivalents (default funds and margin deposits)
TotalTotal$11,867 $8,253 
Total
Total
Net Cash Provided by Operating Activities
Net cash provided by operating activities primarily consists of net income adjusted for certain non-cash items, such as:including depreciation and amortization expense, of property and equipment, amortization expense of acquired finite-lived intangible assets, expense associated with share-based compensation, deferred income taxes extinguishment of debt and bridge fees, non-cash restructuring charges, operating lease asset impairments and net income from unconsolidated investees.
Net cash provided by operating activities is also impacted by the effects of changes in operating assets and liabilities such as:working capital. Changes in working capital include changes in accounts receivable and deferred revenue which are impacted by the timing of customer billings and related collections from our customers; accounts payable and
accrued expenses due to timing of payments; accrued personnel costs, which are impacted by employee performance targets and the timing of payments related to employee bonus incentives; and Section 31 fees payable to the SEC, which is impacted by the changes in SEC fee rates and the timing of collections from customers and payments to the SEC.
37


Net cash provided by operating activities decreased $1$35 million for the six months ended June 30, 2023first quarter of 2024 compared with the same period in 2022.2023. The decrease was primarily driven by changes in our operating assets and liabilities and timing of various payments and receipts of $(53) million, partially offset by an increase of $18 million driven by the increase in net income adjusted for certain noncash operating activities. The changes in our operating assets and liabilities primarily included higher cash outflows in accounts payable and accrued expenses, primarily due to an increase in our accrued interest and interest paid relating to the senior unsecured notes issued in June 2023 in connection with the Adenza acquisition, as well as various other increased cash outflows impacting our working capital. This was partially offset by lower cash outflows from Section 31 fees payable to the SEC due to lower average SEC fee rates in 2023 as compared to 2022 and timing of payment, partially offset by a decrease in receivables primarily due to a decreaselower Section 31 fee paid in SEC 31 fees receivablethe first quarter of 2024 as well as timingcompared with the same period in 2023. Non-cash charges in the first quarter of collection. The remaining change was2024 primarily due to other fluctuations in our working capital.included $155 million of depreciation and amortization and $30 million of share-based compensation.
Net Cash Used in Investing Activities
Net cash used in investing activities for the sixthree months ended June 30, 2023March 31, 2024 primarily related to net purchases of trading securities of $115 million, net purchases of investments related to default funds and margin deposits of $103$184 million, and purchases of property and equipment of $79$39 million and $13 million from other investing activities, partially offset by proceeds from the sales and redemptions of $5 million from other investing activities.trading securities, net, of $4 million.
Net cash used in investing activities for the sixthree months ended June 30, 2022March 31, 2023 primarily related to net purchases of investmentsinvestments related to default fundsdefault funds and margin deposits of $202$89 million, purchases of property and equipment of $77$40 million and $41net purchases of trading securities of $14 million, of cash used for acquisitions, net of cash and cash equivalents acquired, partially offset by proceeds of $55$10 million from other investing activities and net proceeds from sales and redemptions of securities of $21 million.activities.
Net Cash Provided byUsed in Financing Activities
Net cash provided byused in financing activities for the sixthree months ended June 30, 2023March 31, 2024 primarily related to $5,016 million proceeds from issuances of senior unsecured notes, in connection with the Adenza transaction, net of debt issuance costs and an increase ina decrease related to our default funds and margin deposits of $364$1,317 million, partially offset by $524$340 million relating to repayment of the 2023 Term Loan, $127 million of dividend payments to our shareholders, $67 million from repayments of our commercial paper, net $206 million of dividend payments to our shareholders, $159 million in repurchases of common stock and $68$24 million of payments related to employee shares withheld for taxes.
Net cash provided byused in financing activities for the sixthree months ended June 30, 2022March 31, 2023 primarily related to an increase in default funds and margin deposits of $3,554 million, proceeds of $541$317 million from the issuances of long-term-debt, partially offset by $499 million for extinguishmentrepayments of our 2024 Notes, $325commercial paper, net, $159 million ofin repurchases of common stock, pursuant to the ASR agreement, $308 million in other repurchases of common stock and $186$98 million of dividend payments to our shareholders.shareholders and $40 million of payments related to employee shares withheld for taxes.
41


See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion of our debt obligations.
See “Share Repurchase Program,” and “Cash Dividends on Common Stock,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program and cash dividends declared and paid on our common stock.
Financial Investments
Our financial investments totaled $288$173 million as of June 30, 2023March 31, 2024 and $181$188 million as of December 31, 2022.2023. Of these securities, $156$160 million as of June 30, 2023March 31, 2024 and $161$168 million as of December 31, 20222023 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing. See Note 6, “Investments,” to the condensed consolidated financial statements for further discussion.
Regulatory Capital Requirements
Clearing Operations Regulatory Capital Requirements
We are required to maintain minimum levels of regulatory capital for the clearing operations of Nasdaq Clearing. The level of regulatory capital required to be maintained is dependent upon many factors, including market conditions and creditworthiness of the counterparty. As of June 30, 2023,March 31, 2024, our required regulatory capital of $120 million was primarily comprised of highly rated European government debt securities that are included in financial investments in the Condensed Consolidated Balance Sheets.
Broker-Dealer Net Capital Requirements
Our broker-dealer subsidiaries, Nasdaq Execution Services, NFSTX, LLC, and Nasdaq Capital Markets Advisory, are subject to regulatory requirements intended to ensure their general financial soundness and liquidity. These requirements obligate these subsidiaries to comply with minimum net capital requirements. As of June 30, 2023,March 31, 2024, the combined required minimum net capital totaled $1 million and the combined excess capital totaled $26$24 million, substantially all of which is held in cash and cash equivalents in the Condensed Consolidated Balance Sheets. The required minimum net capital is included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets.
Nordic and Baltic Exchange Regulatory Capital Requirements
The entities that operate trading venues in the Nordic and Baltic countries are each subject to local regulations and are required to maintain regulatory capital intended to ensure their general financial soundness and liquidity. As of June 30, 2023,March 31, 2024, our required regulatory capital of $34$35 million was primarily invested in European government bills and mortgage bonds and Icelandic government bonds that are included in financial investments in the Condensed Consolidated Balance Sheets and cash, which is included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets.
38


Other Capital Requirements
We operate several other businesses which are subject to local regulation and are required to maintain certain levels of regulatory capital. As of June 30, 2023,March 31, 2024, other required regulatory capital of $10$16 million, primarily related to Nasdaq Central Securities Depository, was primarily invested in European government debt securities that are included in financial investments in the Condensed Consolidated Balance Sheets and cash, which is included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets.
Equity and dividends
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.
Share Repurchase Program
See “Share Repurchase Program,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program.
Cash Dividends on Common Stock
The following table presents our quarterly cash dividends paid per common share on our outstanding common stock:
20232022
First quarter$0.20 $0.18 
Second quarter0.22 0.20 
Total$0.42 $0.38 
20242023
First quarter$0.22 $0.20 
See “Cash Dividends on Common Stock,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of the dividends.
42


Debt Obligations
The following table summarizes our debt obligations by contractual maturity:
Maturity DateJune 30, 2023December 31, 2022
 (in millions) Maturity DateMarch 31, 2024December 31, 2023
Short-term debt:Short-term debt:Short-term debt:(in millions)
Commercial paperCommercial paper
Weighted-average
maturity of 16 days
$140 $664 
Total short-term debtTotal short-term debt$140 $664 
Long-term debt - senior unsecured notes:Long-term debt - senior unsecured notes:
2025 Notes
2025 Notes
2025 Notes2025 NotesMay 2025497 — 
2026 Notes2026 NotesJune 2026499 498 
2028 Notes2028 NotesMay 2028992 — 
2029 Notes2029 NotesMarch 2029650 637 
2030 Notes2030 NotesFebruary 2030650 637 
2031 Notes2031 NotesJanuary 2031644 644 
2032 Notes2032 NotesFebruary 2032810 — 
2033 Notes2033 NotesJuly 2033666 653 
2034 Notes2034 NotesFebruary 20341,240 — 
2040 Notes2040 NotesDecember 2040644 644 
2050 Notes2050 NotesApril 2050487 486 
2052 Notes2052 NotesMarch 2052541 541 
2053 Notes2053 NotesAugust 2053739 — 
2063 Notes2063 NotesJune 2063738 — 
2022 Revolving Credit AgreementDecember 2027(5)(5)
2023 Term Loan
2022 Revolving Credit Facility
Total long-term debtTotal long-term debt$9,792 $4,735 
Total debt obligationsTotal debt obligations$9,932 $5,399 
For the three months ended March 31, 2024, the weighted average interest rate on our debt obligations was approximately 4.0%. This rate can fluctuate based on changes in interest rates for our variable rate debts, changes in foreign currency exchange rates and changes in the amount and duration of outstanding debt. In December 2022, Nasdaq amended and restated the 2020 Credit Facilityits previously issued $1.25 billion five-year revolving credit facility, with a new maturity date of December 16, 2027. In addition to the 2022 Revolving Credit Agreement,Facility, we also have other credit facilities primarily to support our Nasdaq Clearing operations in Europe, as well as to provide a cash pool credit line for one subsidiary. These European credit facilities, which are available in multiple currencies, totaled $178$180 million as of June 30, 2023March 31, 2024 and $184$191 million as of December 31, 20222023 in available liquidity, none of which was utilized.
Financing of the Adenza TransactionAcquisition
In June 2023, Nasdaq issued asix series of six notes for total proceeds of $5,016 million, net of debt issuance costs of $38 million, with various maturity dates ranging from 2025 to 2063. The net proceeds from these notes will bewere 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, the 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 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.
39


In addition, in connection with the financing of the Adenza acquisition, we entered into the Acquisition2023 Term Loan Agreement.agreement. The Acquisition2023 Term Loan Agreement providesprovided us with the ability to borrow up to $600 million to finance a portion of the cash consideration for the Adenza acquisition and other amounts incurred in connection with this transaction.
Under the Acquisition2023 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'sNasdaq’s debt rating. AsOn November 1, 2023, we borrowed $599 million, net of June 30,fees, under this term loan towards payment of the cash consideration due in connection with the Adenza acquisition. We made a partial repayment during the fourth quarter 2023 no amounts were outstanding.and paid the remaining balance in the first quarter of 2024.
As of June 30, 2023,March 31, 2024, we were in compliance with the covenants of all of our debt obligations.
See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion of our debt obligations.
Contractual Obligations and Contingent Commitments
Nasdaq hashad no significant changes to our contractual obligations to make future payments under debt obligations by contract maturity, minimum rentaland contingent commitments under non-cancelable operating leases, netfrom those disclosed in “Part I. Item 7. Management’s Discussion and other obligations. The following table shows these contractual obligations asAnalysis of June 30, 2023:Financial Condition and Results of Operations” in our Annual Report Form 10-K that was filed with the SEC
Payments Due by Period
(in millions)Total<1 year1-3 years3-5 years5+ years
Debt obligation by contractual maturity$16,266 $461 $1,753 $1,677 $12,375 
Operating lease obligations629 76 134 107 312 
Purchase obligations424 78 106 90 150 
Total$17,319 $615 $1,993 $1,874 $12,837 
43


In the preceding table:
Debt obligations by contractual maturity include both principal and interest obligations. As of June 30, 2023, an interest rate of 5.2% was used to compute the amount of the contractual obligations for interest on the 2022 Revolving Credit Agreement. All other debt obligations were primarily calculated on a 365-day basis at the contractual fixed rate multiplied by the aggregate principal amount as of June 30, 2023. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.
Operating lease obligations represent our undiscounted operating lease liabilities as of June 30, 2023, as well as legally binding minimum lease payments for leases signed but not yet commenced. See Note 15, “Leases,” to the condensed consolidated financial statements for further discussion of our leases.
Acquisition of Adenza
For further discussion of our acquisition of Adenza, see “2023 Announced Acquisition,” of Note 4, “Acquisitions,” to the condensed consolidated financial statements.February 21, 2024.
Off-Balance Sheet Arrangements
For discussion of off-balance sheet arrangements see:
•    Note 14, “Clearing Operations,” to the condensed consolidated financial statements for further discussion of our non-cash default fund contributions and margin deposits received for clearing operations; and
•    Note 17, “Commitments, Contingencies and Guarantees,” to the condensed consolidated financial statements for further discussion of:
Guarantees issued and credit facilities available;
Other guarantees; and
Routing brokerage activities;
Legal and regulatory matters; and
Tax audits.activities.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a result of our operating, investing and financing activities, we are exposed to market risks such as interest rate risk and foreign currency exchange rate risk. We are also exposed to credit risk as a result of our normal business activities.
We have implemented policies and procedures to measure, manage, monitor and report risk exposures, which are reviewed regularly by management and the board of directors. We identify risk exposures and monitor and manage such risks on a daily basis.
We perform sensitivity analyses to determine the effects of market risk exposures. We may use derivative instruments solely to hedge financial risks related to our financial positions or risks that are incurred during the normal course of business. We do not use derivative instruments for speculative purposes.
Interest Rate Risk
We are subject to the risk of fluctuating interest rates in the normal course of business. Our exposure to market risk for changes in interest rates relates primarily to our financial investments and debt obligations, which are discussed below.
Financial Investments
As of June 30, 2023,March 31, 2024, our investment portfolio was primarily comprised of highly rated European government debt securities, which pay a fixed rate of interest. These securities are subject to interest rate risk and the fair value of these securities will decrease if market interest rates increase. If market interest rates were to increase immediately and uniformly by a hypothetical 100 basis points from levels as of June 30, 2023,March 31, 2024, the fair value of this portfolio would decline by $2$3 million.
Debt Obligations
As of June 30, 2023,March 31, 2024, substantially all of our debt obligations were fixed-rate obligations. Interest rates on certain tranches of notes are subject to adjustment to the extent our debt rating is downgraded below investment grade, as further discussed in Note 8, “Debt Obligations,” to the condensed consolidated financial statements. While changes in interest rates will have no impact on the interest we pay on fixed-rate obligations, we are exposed to changes in interest rates as a result of the borrowings under our 2022 Revolving Credit Agreement,Facility and our commercial paper program as this facility hasthese facilities have a variable interest rate. We are also exposed to changes in interest rates as a resultAs of the amountsMarch 31, 2024, we have $224 million of outstanding from the sale of commercial paperborrowings under our commercial paper program, which have variable interest rates. As of June 30, 2023, we had principal amounts outstanding of $140 million of commercial paper and no amounts outstanding under our 2022 Revolving Credit Agreement.program. A hypothetical 100 basis points increase in interest rates on our outstanding commercial paper would increase our annual interest expense by approximately $1$2 million based on borrowings as of June 30, 2023.March 31, 2024.
We may utilize interest rate swap agreements to achieve a desired mix of variable and fixed rate debt.
40


Foreign Currency Exchange Rate Risk
We are subject to foreign currency exchange rate risk. Our primary transactional exposure to foreign currency denominated revenues less transaction-based expenses and operating income for the sixthree months ended June 30, 2023March 31, 2024 is presented in the following table:
44

EuroSwedish KronaCanadian DollarOther Foreign CurrenciesU.S. DollarTotal
(in millions, except currency rate)
Three Months Ended March 31, 2024
Average foreign currency rate to the U.S. dollar1.0860.0960.742N/AN/A
Percentage of revenues less transaction-based expenses7.5%3.7%0.7%3.2%84.9%100.0%
Percentage of operating income14.8%(3.3)%(8.5)%(12.0)%109.0%100.0%
Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses$(8)$(4)$(1)$(4)$—$(17)
Impact of a 10% adverse currency fluctuation on operating income$(6)$(1)$(3)$(5)$—$(15)

 EuroSwedish KronaCanadian DollarOther Foreign CurrenciesU.S. DollarTotal
 (in millions, except currency rate)
Three Months Ended June 30, 2023
Average foreign currency rate to the U.S. dollar1.0890.0950.745N/AN/A
Percentage of revenues less transaction-based expenses6.4%4.1%0.9%3.0%85.6%100.0%
Percentage of operating income11.2%(4.7)%(7.7)%(5.6)%106.8%100.0%
Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses$(6)$(4)$(1)$(2)$—$(13)
Impact of a 10% adverse currency fluctuation on operating income$(4)$(2)$(3)$(2)$—$(11)
EuroSwedish KronaCanadian DollarOther Foreign CurrenciesU.S. DollarTotal
(in millions, except currency rate)
Six Months Ended June 30, 2023
Average foreign currency rate to the U.S. dollar1.0810.0950.742#N/AN/A
Percentage of revenues less transaction-based expenses6.4%4.4%0.9%3.0%85.3%100.0%
Percentage of operating income10.7%(4.0)%(7.1)%(6.0)%106.4%100.0%
Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses$(12)$(8)$(2)$(5)$—$(27)
Impact of a 10% adverse currency fluctuation on operating income$(8)$(3)$(6)$(5)$—$(22)
______________________
#    Represents multiple foreign currency rates.
N/A    Not applicable.
The adverse impacts shown above should be viewed individually by currency and not in aggregate due to the correlation between changes in exchange rates for certain currencies.
Our investments in foreign subsidiaries are exposed to volatility in currency exchange rates through translation of the foreign subsidiaries’ net assets or equity to U.S. dollars. Substantially all of our foreign subsidiaries operate in functional currencies other than the U.S. dollar. The financial statements of these subsidiaries are translated into U.S. dollars for consolidated reporting using a current rate of exchange, with net gains or losses recorded in accumulated other comprehensive loss within stockholders’ equity in the Condensed Consolidated Balance Sheets.
Our primary exposure to net assets in foreign currencies as of June 30, 2023March 31, 2024 is presented in the following table:
Net AssetsImpact of a 10% Adverse Currency Fluctuation Net AssetsImpact of a 10% Adverse Currency Fluctuation
(in millions) (in millions)
Swedish KronaSwedish Krona$2,953 $295 
Norwegian Krone
British PoundBritish Pound152 15 
Norwegian Krone136 14 
Canadian DollarCanadian Dollar110 11 
Australian DollarAustralian Dollar105 10 
EuroEuro50 
In the table above, Swedish Krona includes goodwill of $2,079$2,108 million and intangible assets, net of $471$467 million.
Credit Risk
Credit risk is the potential loss due to the default or deterioration in credit quality of customers or counterparties. We are exposed to credit risk from third parties, including customers, counterparties and clearing agents. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons. We limit our exposure to credit risk by evaluating the counterparties with which we make investments and execute agreements. For our investment portfolio, our objective is to invest in securities to preserve principal while maximizing yields, without significantly increasing risk. Credit risk associated with investments is minimized substantially by ensuring that these financial assets are placed with governments which have investment grade ratings, well-capitalized financial institutions and other creditworthy counterparties.
Our subsidiary, Nasdaq Execution Services, may be exposed to credit risk due to the default of trading counterparties in connection with the routing services it provides for our trading customers. System trades in cash equities routed to other market centers for members of our cash equity exchanges are routed by Nasdaq Execution Services for clearing to the NSCC. In this function, Nasdaq Execution Services is to be neutral by the end of the trading day, but may be exposed to intraday risk if a trade extends beyond the trading day and into the next day, thereby leaving Nasdaq Execution Services susceptible to counterparty risk in the period between accepting the trade and routing it to the clearinghouse. In this interim period, Nasdaq Execution Services is not novating like a clearing broker but instead is subject to the short-term risk of counterparty failure before the clearinghouse enters the transaction. Once the clearinghouse officially accepts the trade for novation, Nasdaq Execution Services is legally removed from trade execution risk. However, Nasdaq has membership obligations to NSCC independent of Nasdaq Execution Services’ arrangements.
4541


Pursuant to the rules of the NSCC and Nasdaq Execution Services’ clearing agreement, Nasdaq Execution Services is liable for any losses incurred due to a counterparty or a clearing agent’s failure to satisfy its contractual obligations, either by making payment or delivering securities. Adverse movements in the prices of securities that are subject to these transactions can increase our credit risk. However, we believe that the risk of material loss is limited, as Nasdaq Execution Services’ customers are not permitted to trade on margin and NSCC rules limit counterparty risk on self-cleared transactions by establishing credit limits and capital deposit requirements for all brokers that clear with NSCC. Historically, Nasdaq Execution Services has never incurred a liability due to a customer’s failure to satisfy its contractual obligations as counterparty to a system trade. Credit difficulties or insolvency, or the perceived possibility of credit difficulties or insolvency, of one or more larger or visible market participants could also result in market-wide credit difficulties or other market disruptions.
We have credit risk related to transaction and subscription-based revenues that are billed to customers on a monthly or quarterly basis, in arrears. Our potential exposure to credit losses on these transactions is represented by the receivable balances in our Condensed Consolidated Balance Sheets. We review and evaluate changes in the status of our counterparties’ creditworthiness. Credit losses such as those described above could adversely affect our consolidated financial position and results of operations.
We also are exposed to credit risk through our clearing operations with Nasdaq Clearing. See Note 14, “Clearing Operations,” to the condensed consolidated financial statements for further discussion. 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. As the clearinghouse may pass on interest revenues (minus costs) to the members, this could include negative or reduced yield due to market conditions. The following is a summary of the risks associated with these deposits and how these risks are mitigated.
Credit Risk. When the clearinghouse has the ability to hold cash collateral at a central bank, the clearinghouse utilizes its access to the central bank system to minimize credit risk exposures. When funds are not held at a central bank, we seek to substantially mitigate credit risk by ensuring that investments are primarily placed in large, highly rated financial institutions, highly rated government debt instruments and other creditworthy counterparties.
Liquidity Risk. Liquidity risk is the risk a clearinghouse may not be able to meet its payment obligations in the right currency, in the right place and the right time. To mitigate this risk, the clearinghouse monitors liquidity requirements closely and maintains funds and assets in a manner which minimizes the risk of loss or delay in the access by the clearinghouse to such funds and assets. For example, holding funds with a central bank where possible or investing in highly liquid government debt instruments serves to reduce liquidity risks.
Interest Rate Risk. Interest rate risk is the risk that interest rates rise causing the value of purchased securities to decline. If we were required to sell securities prior to maturity, and interest rates had risen, the sale of the securities might be made at a loss relative to the latest market price. Our clearinghouse seeks to manage this risk by making short term investments of members'members’ cash deposits. In addition, the clearinghouse investment guidelines allow for direct purchases or repurchase agreements with short dated maturities of high quality sovereign debt (for example, European government and U.S. Treasury securities), central bank certificates and multilateral development bank debt instruments.
Security Issuer Risk. Security issuer risk is the risk that an issuer of a security defaults on its payment when the security matures. This risk is mitigated by limiting allowable investments and collateral under reverse repurchase agreements to high quality sovereign, government agency or multilateral development bank debt instruments.
Item 4. Controls and Procedures
Disclosure controls and procedures.
Nasdaq’s management, with the participation of Nasdaq’s Chief Executive Officer, and Executive Vice President and Chief Financial Officer, has evaluated the effectiveness of Nasdaq’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, Nasdaq’s Chief Executive Officer and Executive Vice President and Chief Financial Officer, have concluded that, as of the end of such period, Nasdaq’s disclosure controls and procedures are effective.
Changes in internal control over financial reporting. There have been no changes in Nasdaq’s internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2023March 31, 2024 that have materially affected, or are reasonably likely to materially affect, Nasdaq’s internal control over financial reporting.




4642


PART II.II OTHER INFORMATION
Item 1. Legal Proceedings
For a description of our legal proceedings, if any, see “Legal and Regulatory Matters” of Note 17, “Commitments, Contingencies and Guarantees,” to the condensed consolidated financial statements, which is incorporated herein by reference.
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed under “Risk Factors” in our most recent Form 10-K. These risks could materially and adversely affect our business, financial condition and results of operations. These risks and uncertainties are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Share Repurchase Program
See “Share Repurchase Program,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The table below represents repurchases made by or on behalf of us or any “affiliated purchaser” of our common stock during the fiscal quarter ended June 30, 2023:March 31, 2024:
PeriodPeriod(a)
Total Number of Shares Purchased
(b) Average Price Paid Per Share(c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)Period(a)
Total Number of Shares Purchased
(b) Average Price Paid Per Share(c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
April 2023   
January 2024
Share repurchase program
Share repurchase program
Share repurchase programShare repurchase program— $— — $491 
Employee transactionsEmployee transactions511,507 $54.40  N/A N/A
May 2023
Employee transactions
Employee transactions28,751 $56.29  N/A
February 2024
Share repurchase program
Share repurchase program
Share repurchase programShare repurchase program— $— — $491 
Employee transactionsEmployee transactions328 $55.20  N/A N/A
June 2023
Employee transactions
Employee transactions409,768 $55.70  N/A
March 2024
Share repurchase program
Share repurchase program
Share repurchase programShare repurchase program— $— — $491 
Employee transactionsEmployee transactions12,324 $54.95  N/A N/A
Total Quarter Ended June 30, 2023
Employee transactions
Employee transactions— $—  N/A
Total Quarter Ended March 31, 2024Total Quarter Ended March 31, 2024
Share repurchase programShare repurchase program— $— — $491 
Employee transactionsEmployee transactions524,159 $54.41  N/AN/A
Employee transactions
Employee transactions438,519 $55.74  N/AN/A
In the preceding table:
N/A - Not applicable.
See “Share Repurchase Program,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program. 
Employee transactions represents shares surrendered to us to satisfy tax withholding obligations arising from the vesting of restricted stock and PSUs previously issued to employees.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
4743


Item 5. Other Information
During the three months ended June 30, 2023,March 31, 2024, none of the Company’s directors or officers adopted, terminated or modified a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K).
Item 6. Exhibits
Exhibit Number
48


101The following materials from the Nasdaq, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2023,March 31, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2023March 31, 2024 and December 31, 2022;2023; (ii) Condensed Consolidated Statements of Income for the three and six months ended June 30, 2023March 31, 2024 and 2022;2023; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2023March 31, 2024 and 2022;2023; (iv) Condensed Consolidated Statements of Changes in Stockholders'Stockholders’ Equity for the three and six months ended June 30, 2023March 31, 2024 and 2022;2023; (v) Condensed Consolidated Statements of Cash Flows for the sixthree months ended June 30, 2023March 31, 2024 and 2022;2023; and (vi) notes to condensed consolidated financial statements.
104Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101.
* Certain of the exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K under the Securities Act of 1933, as amended.
** Management contract or compensatory plan or arrangement.

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.authorized, on May 2, 2024.
Nasdaq, Inc.
(Registrant)
By:/s/ Adena T. Friedman
Name:Adena T. Friedman
Title:Chief Executive Officer
Date:AugustMay 2, 20232024
By:/s/ Ann M. DennisonSarah Youngwood
Name:Ann M. DennisonSarah Youngwood
Title:Executive Vice President and Chief Financial Officer
Date:AugustMay 2, 20232024

4944