Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 27, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38855 | |
Entity Registrant Name | Nasdaq, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 52-1165937 | |
Entity Address, Address Line One | 151 W. 42nd Street, | |
Entity Address, City or Town | New York, | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10036 | |
City Area Code | 212 | |
Local Phone Number | 401 8700 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 167,203,842 | |
Entity Central Index Key | 0001120193 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Stock, $.01 par value per share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | NDAQ | |
Security Exchange Name | NASDAQ | |
0.900% senior unsecured notes due 2033 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 0.900% Senior Notes due 2033 | |
Trading Symbol | NDAQ33 | |
Security Exchange Name | NASDAQ | |
0.875% Senior Notes due 2030 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 0.875% Senior Notes due 2030 | |
Trading Symbol | NDAQ30 | |
Security Exchange Name | NASDAQ | |
1.75% Senior Notes due 2029 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 1.75% Senior Notes due 2029 | |
Trading Symbol | NDAQ29 | |
Security Exchange Name | NASDAQ | |
1.75% Senior Note due 2023 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 1.75% Senior Notes due 2023 | |
Trading Symbol | NDAQ23 | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 390 | $ 2,745 |
Restricted cash and cash equivalents | 40 | 37 |
Financial investments | 235 | 195 |
Receivables, net | 559 | 566 |
Default funds and margin deposits | 3,579 | 3,942 |
Other current assets | 214 | 175 |
Total current assets | 5,017 | 7,660 |
Property and equipment, net | 493 | 475 |
Goodwill | 8,585 | 6,850 |
Intangible assets, net | 2,943 | 2,255 |
Operating lease assets | 383 | 381 |
Other non-current assets | 562 | 358 |
Total assets | 17,983 | 17,979 |
Current liabilities: | ||
Accounts payable and accrued expenses | 168 | 175 |
Section 31 fees payable to SEC | 172 | 224 |
Accrued personnel costs | 172 | 227 |
Deferred revenue | 451 | 235 |
Other current liabilities | 132 | 121 |
Default funds and margin deposits | 3,579 | 3,942 |
Short-term debt | 221 | 0 |
Total current liabilities | 4,895 | 4,924 |
Long-term debt | 5,480 | 5,541 |
Deferred tax liabilities, net | 337 | 502 |
Operating lease liabilities | 397 | 389 |
Other non-current liabilities | 203 | 187 |
Total liabilities | 11,312 | 11,543 |
Commitments and contingencies | ||
Nasdaq stockholders’ equity: | ||
Common stock, $0.01 par value, 300,000,000 shares authorized, shares issued: 175,896,791 at June 30, 2021 and 171,278,761 at December 31, 2020; shares outstanding: 169,227,636 at June 30, 2021 and 164,933,678 at December 31, 2020 | 2 | 2 |
Additional paid-in capital | 2,435 | 2,547 |
Common stock in treasury, at cost: 6,669,155 shares at June 30, 2021 and 6,345,083 shares at December 31, 2020 | (423) | (376) |
Accumulated other comprehensive loss | (1,452) | (1,368) |
Retained earnings | 6,098 | 5,628 |
Total Nasdaq stockholders’ equity | 6,660 | 6,433 |
Noncontrolling interests | 11 | 3 |
Total equity | 6,671 | 6,436 |
Total liabilities and equity | $ 17,983 | $ 17,979 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 175,896,791 | 171,278,761 |
Common stock, shares outstanding (in shares) | 169,227,636 | 164,933,678 |
Common stock in treasury (in shares) | 6,669,155 | 6,345,083 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues: | ||||
Total revenues | $ 1,412 | $ 1,398 | $ 3,064 | $ 2,751 |
Transaction-based expenses: | ||||
Revenues less transaction-based expenses | 846 | 699 | 1,697 | 1,400 |
Operating expenses: | ||||
Compensation and benefits | 231 | 189 | 470 | 384 |
Professional and contract services | 38 | 31 | 65 | 58 |
Computer operations and data communications | 46 | 35 | 90 | 70 |
Occupancy | 26 | 26 | 55 | 51 |
General, administrative and other | 12 | 25 | 24 | 86 |
Marketing and advertising | 9 | 4 | 19 | 14 |
Depreciation and amortization | 68 | 50 | 131 | 98 |
Regulatory | 7 | 7 | 14 | 14 |
Merger and strategic initiatives | 12 | 4 | 57 | 10 |
Restructuring charges | 21 | 13 | 31 | 25 |
Total operating expenses | 470 | 384 | 956 | 810 |
Operating income | 376 | 315 | 741 | 590 |
Interest income | 0 | 1 | 1 | 3 |
Interest expense | (33) | (26) | (62) | (52) |
Net gain on divestiture of business | 84 | 0 | 84 | 0 |
Other income | 0 | 0 | 1 | 5 |
Net income from unconsolidated investees | 27 | 26 | 84 | 43 |
Income before income taxes | 454 | 316 | 849 | 589 |
Income tax provision | 113 | 75 | 210 | 145 |
Net income attributable to Nasdaq | $ 341 | $ 241 | $ 639 | $ 444 |
Per share information: | ||||
Basic earnings per share (in dollars per share) | $ 2.08 | $ 1.47 | $ 3.89 | $ 2.70 |
Diluted earnings per share (in dollars per share) | 2.05 | 1.45 | 3.83 | 2.67 |
Cash dividends declared per common share (in dollars per share) | $ 0.54 | $ 0.49 | $ 1.03 | $ 0.96 |
Transaction rebates | ||||
Transaction-based expenses: | ||||
Transaction-based expenses | $ (517) | $ (530) | $ (1,170) | $ (1,009) |
Brokerage, clearance and exchange fees | ||||
Transaction-based expenses: | ||||
Transaction-based expenses | (49) | (169) | (197) | (342) |
Operating Segments | Market Services | ||||
Revenues: | ||||
Total revenues | 878 | 975 | 2,017 | 1,908 |
Transaction-based expenses: | ||||
Revenues less transaction-based expenses | 312 | 276 | 650 | 557 |
Operating expenses: | ||||
Operating income | 202 | 176 | 430 | 354 |
Operating Segments | Corporate Platforms | ||||
Revenues: | ||||
Total revenues | 154 | 126 | 309 | 254 |
Transaction-based expenses: | ||||
Revenues less transaction-based expenses | 154 | 126 | 309 | 254 |
Operating expenses: | ||||
Operating income | 65 | 49 | 130 | 94 |
Operating Segments | Investment Intelligence | ||||
Revenues: | ||||
Total revenues | 263 | 213 | 521 | 424 |
Transaction-based expenses: | ||||
Revenues less transaction-based expenses | 263 | 213 | 521 | 424 |
Operating expenses: | ||||
Operating income | 170 | 132 | 337 | 266 |
Operating Segments | Market Technology | ||||
Revenues: | ||||
Total revenues | 117 | 84 | 217 | 165 |
Transaction-based expenses: | ||||
Revenues less transaction-based expenses | 117 | 84 | 217 | 165 |
Operating expenses: | ||||
Operating income | $ 17 | $ 15 | $ 15 | $ 23 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net income | $ 341 | $ 241 | $ 639 | $ 444 | |
Other comprehensive income (loss): | |||||
Foreign currency translation gains (losses) | 47 | 184 | (67) | (31) | |
Income tax benefit (expense) | [1] | 6 | 10 | (17) | 2 |
Foreign currency translation, net | 53 | 194 | (84) | (29) | |
Comprehensive income attributable to Nasdaq | $ 394 | $ 435 | $ 555 | $ 415 | |
[1] | Primarily relates to the tax effect of unrealized gains and losses on Euro denominated notes. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) shares in Millions, $ in Millions | Total | Total Nasdaq stockholders’ equity | Common stock | Additional paid-in capital | Common stock in treasury, at cost | Accumulated other comprehensive loss | Retained earnings | Retained earningsCumulative effect, period of adoption | Noncontrolling interests | |
Beginning balance (in shares) at Dec. 31, 2019 | 165 | |||||||||
Beginning balance at Dec. 31, 2019 | $ 2 | $ 2,632 | $ (336) | $ (1,686) | $ 5,027 | $ (12) | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Shares repurchase program (in shares) | (2) | |||||||||
Share repurchase program | $ (152) | |||||||||
Share-based compensation (in shares) | 1 | |||||||||
Share-based compensation | $ 40 | |||||||||
Stock option exercises, net | 1 | |||||||||
Other issuances of common stock, net | [1] | 12 | ||||||||
Other employee stock activity | (31) | |||||||||
Other comprehensive income (loss) | (29) | |||||||||
Net income | $ 444 | 444 | ||||||||
Cash dividends declared per common share | (158) | |||||||||
Net activity related to noncontrolling interests | 3 | |||||||||
Ending balance (in shares) at Jun. 30, 2020 | 164 | |||||||||
Ending balance at Jun. 30, 2020 | $ 5,757 | $ 5,754 | 2,533 | (367) | (1,715) | 5,301 | 3 | |||
Beginning balance (in shares) at Mar. 31, 2020 | 164 | |||||||||
Beginning balance at Mar. 31, 2020 | $ 2 | 2,527 | (364) | (1,909) | 5,140 | 2 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share repurchase program | (30) | |||||||||
Share-based compensation | 23 | |||||||||
Stock option exercises, net | 1 | |||||||||
Other issuances of common stock, net | [1] | 12 | ||||||||
Other employee stock activity | (3) | |||||||||
Other comprehensive income (loss) | 194 | |||||||||
Net income | $ 241 | 241 | ||||||||
Cash dividends declared per common share | (80) | |||||||||
Net activity related to noncontrolling interests | 1 | |||||||||
Ending balance (in shares) at Jun. 30, 2020 | 164 | |||||||||
Ending balance at Jun. 30, 2020 | $ 5,757 | 5,754 | 2,533 | (367) | (1,715) | 5,301 | 3 | |||
Beginning balance (in shares) at Dec. 31, 2020 | 165 | |||||||||
Beginning balance at Dec. 31, 2020 | 6,436 | $ 2 | $ 2,547 | (376) | (1,368) | 5,628 | 3 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Shares repurchase program (in shares) | (3) | |||||||||
Share repurchase program | (410) | $ (410) | ||||||||
Share-based compensation (in shares) | 1 | |||||||||
Share-based compensation | $ 43 | |||||||||
Stock option exercises, net | $ 1 | |||||||||
Other issuances of common stock, net (in shares) | [1] | 6 | ||||||||
Other issuances of common stock, net | [1] | $ 254 | ||||||||
Other employee stock activity | (47) | |||||||||
Other comprehensive income (loss) | (84) | |||||||||
Net income | 639 | 639 | ||||||||
Cash dividends declared per common share | $ (169) | (169) | ||||||||
Net activity related to noncontrolling interests | 8 | |||||||||
Ending balance (in shares) at Jun. 30, 2021 | 169 | |||||||||
Ending balance at Jun. 30, 2021 | $ 6,671 | 6,660 | 2,435 | (423) | (1,452) | 6,098 | 11 | |||
Beginning balance (in shares) at Mar. 31, 2021 | 164 | |||||||||
Beginning balance at Mar. 31, 2021 | $ 2 | $ 2,405 | (415) | (1,505) | 5,845 | 2 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Shares repurchase program (in shares) | (2) | |||||||||
Share repurchase program | $ (248) | |||||||||
Share-based compensation (in shares) | 1 | |||||||||
Share-based compensation | $ 24 | |||||||||
Other issuances of common stock, net (in shares) | [1] | 6 | ||||||||
Other issuances of common stock, net | [1] | $ 254 | ||||||||
Other employee stock activity | (8) | |||||||||
Other comprehensive income (loss) | 53 | |||||||||
Net income | $ 341 | 341 | ||||||||
Cash dividends declared per common share | (88) | |||||||||
Net activity related to noncontrolling interests | 9 | |||||||||
Ending balance (in shares) at Jun. 30, 2021 | 169 | |||||||||
Ending balance at Jun. 30, 2021 | $ 6,671 | $ 6,660 | $ 2,435 | $ (423) | $ (1,452) | $ 6,098 | $ 11 | |||
[1] | Primarily relates to shares accelerated and issued upon the sale of our U.S. Fixed Income business. See “2021 Divestiture,” of Note 4, “Acquisitions and Divestiture,” for further discussion. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | ||
Cash flows from operating activities: | |||
Net income | $ 639 | $ 444 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 131 | 98 | |
Share-based compensation | 43 | 40 | |
Deferred income taxes | 55 | (3) | |
Extinguishment of debt | 0 | 36 | |
Net gain on divestiture of business | (84) | 0 | |
Net income from unconsolidated investees | (84) | (43) | |
Other reconciling items included in net income | 10 | 13 | |
Net change in operating assets and liabilities, net of effects of acquisitions: | |||
Receivables, net | 24 | (127) | |
Other assets | (87) | 10 | |
Accounts payable and accrued expenses | (9) | (30) | |
Section 31 fees payable to SEC | (52) | 186 | |
Accrued personnel costs | (56) | (39) | |
Deferred revenue | 195 | 130 | |
Other liabilities | (258) | 106 | |
Net cash provided by operating activities | 467 | 821 | |
Cash flows from investing activities: | |||
Purchases of securities | (207) | (149) | |
Proceeds from sales and redemptions of securities | 160 | 234 | |
Proceeds from divestiture of business, net of cash divested | 190 | 0 | |
Acquisition of businesses, net of cash and cash equivalents acquired | (2,430) | (157) | |
Purchases of property and equipment | (81) | (68) | |
Other investing activities | (67) | (5) | |
Net cash used in investing activities | (2,435) | (145) | |
Cash flows from financing activities: | |||
Proceeds from (repayments of) commercial paper, net | 221 | (391) | |
Repayments of borrowings under our credit commitment and debt obligations | (100) | (1,470) | |
Payment of debt extinguishment cost | 0 | (36) | |
Proceeds from issuances of long-term debt, net of issuance costs and utilization of credit commitment | 100 | 1,928 | |
Repurchases of common stock | (410) | (152) | |
Dividends paid | (169) | (158) | |
Proceeds received from employee stock activity and other issuances | 17 | 13 | |
Payments related to employee shares withheld for taxes | (47) | (31) | |
Other financing activities | 8 | 3 | |
Net cash used in financing activities | (380) | (294) | |
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | (4) | (3) | |
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents | (2,352) | 379 | |
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period | 2,782 | 362 | |
Cash and cash equivalents and restricted cash and cash equivalents at end of period | 430 | 741 | |
Cash paid for: | |||
Interest | 70 | 69 | |
Income taxes, net of refund | [1] | $ 393 | $ 80 |
[1] | Includes payment of an acquired tax liability in the second quarter of 2021 related to the Verafin acquisition. See “2021 Acquisition,” of Note 4, “Acquisitions and Divestiture,” for further discussion |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | ORGANIZATION AND NATURE OF OPERATIONS Nasdaq is a global technology company serving the capital markets and other industries. Our diverse offerings of data, analytics, software and services enables clients to optimize and execute their business vision with confidence. We manage, operate and provide our products and services in four business segments: Market Services, Corporate Platforms, Investment Intelligence and Market Technology. Market Services Our Market Services segment includes our Equity Derivative Trading and Clearing, Cash Equity Trading, FICC and Trade Management Services businesses. We operate multiple exchanges and other marketplace facilities across several asset classes, including derivatives, commodities, cash equity, debt, structured products and ETPs. In addition, in certain countries where we operate exchanges, we also provide broker services, clearing, settlement and central depository services. In January 2020, we commenced an orderly wind-down of our Nordic broker services operations business. We expect this wind-down to continue through 2021. Also, in June 2021, we sold our U.S. Fixed Income business. See “2021 Divestiture,” of Note 4, “Acquisitions and Divestiture,” for further discussion. Our transaction-based platforms provide market participants with the ability to access, process, display and integrate orders and quotes. The platforms allow the routing and execution of buy and sell orders as well as the reporting of transactions, providing fee-based revenues. In the U.S., we operate six options exchanges and three cash equity exchanges. The Nasdaq Stock Market, the largest of our cash equities exchanges, is the largest single venue of liquidity for trading U.S.-listed cash equities. We also operate a Canadian exchange for the trading of certain Canadian-listed securities. The U.S. portion of Nasdaq Fixed Income includes an electronic platform for trading of U.S. Treasuries; as noted above, in June 2021, we sold this business. In Europe, we operate exchanges in Stockholm (Sweden), Copenhagen (Denmark), Helsinki (Finland), and Reykjavik (Iceland), as well as the clearing operations of Nasdaq Clearing, as Nasdaq Nordic. We also operate exchanges in Tallinn (Estonia), Riga (Latvia) and Vilnius (Lithuania) as Nasdaq Baltic. Collectively, Nasdaq Nordic and Nasdaq Baltic offer trading in cash equities, depository receipts, warrants, convertibles, rights, fund units and ETFs, as well as trading and clearing of derivatives and clearing of resale and repurchase agreements. Additionally, in June 2021, we completed the acquisition of a majority stake in Puro.earth, a Finnish-based leading marketplace for carbon removal. The European portion of Nasdaq Fixed Income provides a wide range of products and services, such as trading and clearing, for fixed income products in Sweden, Denmark, Finland, Iceland, Estonia, Lithuania and Latvia. Nasdaq Commodities is the brand name for Nasdaq’s European commodity-related products and services. Nasdaq Commodities’ offerings include derivatives in power, natural gas and carbon emission markets, seafood, electricity certificates and clearing services. These products are listed on Nasdaq Oslo ASA, except for seafood, which is listed on Fishpool, a third party platform. Through our Trade Management Services business, we provide market participants with a wide variety of alternatives for connecting to and accessing our markets. 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 offer the Nasdaq Workstation, a browser-based, front-end interface that allows market participants to view data and enter orders, quotes and trade reports. In addition, we offer a variety of add-on compliance tools to help firms comply with regulatory requirements. We 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. Our broker services operations business primarily offers technology and customized securities administration solutions to financial participants in the Nordic market. As noted above, we have commenced an orderly wind-down of our Nordic broker services operations business. Corporate Platforms Our Corporate Platforms segment includes our Listing Services and IR & ESG Services businesses. These businesses deliver critical capital market and ESG solutions across the lifecycle of public and private companies. Our Listing Services business includes our U.S. and European Listing Services businesses. We operate a variety of listing platforms around the world to provide multiple global capital raising solutions for private and 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. Our Listing Services business also includes NPM, which provides liquidity solutions for private companies to enable employees, investors, and companies to execute transactions. In July 2021 we contributed our NPM business to a standalone, independent company, of which we own the largest minority interest, alongside a consortium of banks. We are continuing to grow our U.S. Corporate Bond exchange for the listing of corporate bonds. This exchange operates pursuant to The Nasdaq Stock Market exchange license and is powered by the NFF. As of June 30, 2021, 104 corporate bonds were listed on the Corporate Bond exchange. We also continue to grow the Nasdaq Sustainable Bond Network, a platform for increased transparency in the global sustainable bond markets. As of June 30, 2021, there were 3,817 total listings on The Nasdaq Stock Market, including 419 ETPs. The combined market capitalization was approximately $25.8 trillion. In Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 1,152 listed companies with a combined market capitalization of approximately $2.4 trillion. Our IR & ESG Services business includes our Investor Relations Intelligence and Governance Solutions businesses, which serve both public and private companies and organizations. Our public company clients can be companies listed on our exchanges or other U.S. and global exchanges. Our private company clients include a diverse group of organizations ranging from family owned companies, government organizations, law firms, privately held entities, various non-profit organizations to hospitals and health care systems. We help organizations enhance their ability to understand and expand their global shareholder base, improve corporate governance, and navigate the evolving ESG landscape through our suite of advanced technology, analytics, reporting and consultative services. Investment Intelligence Our Investment Intelligence segment includes our Market Data, Index and Analytics businesses. Our Market Data business sells and distributes real-time and historical market data to the sell-side, the institutional investing community, retail online brokers, proprietary trading shops, other venues, internet portals and data distributors. Our market data products enhance transparency of market activity within our exchanges and provide critical information to professional and non-professional investors globally. Additionally, our Nasdaq Cloud Data Service provides a flexible and efficient method of delivery for real-time exchange data and other financial information. Our Index business develops and licenses Nasdaq-branded indexes and financial products. We also license cash-settled options, futures and options on futures on our indexes. As of June 30, 2021, 359 ETPs listed in over 30 countries and exchanges tracked a Nasdaq index and accounted for $415 billion in AUM. Our Analytics business provides asset managers, investment consultants and institutional asset owners with investment insights and workflow solutions. The eVestment platform provides asset owners and allocators with analytics to make data-driven investment decisions, enables asset managers to position institutional products worldwide and provides liquidity solutions for private funds. Together with Solovis, a cloud-based multi-asset portfolio management and risk solution, 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. Market Technology Our Market Technology segment is a leading global technology solutions provider and partner to exchanges, clearing organizations, central securities depositories, regulators, banks, brokers, buy-side firms and corporate businesses. Our solutions are utilized by leading markets in the U.S., Europe and Asia as well as emerging markets in the Middle East, Latin America, and Africa. The Market Technology segment includes our Anti Financial Crime Technology business and our Marketplace Infrastructure Technology business. Our Anti Financial Crime Technology business includes Nasdaq Trade Surveillance, a technology solution designed for brokers and other market participants to assist them in complying with market rules, regulations and internal market surveillance policies. We have added a cloud-deployed anti-money laundering offering with an automated investigator tool for retail banks, the Nasdaq Automated Investigator. Additionally, in February 2021, we completed the acquisition of Verafin, a SaaS technology provider of anti-financial crime management solutions that provides a cloud-based platform to help detect, investigate, and report money laundering and financial fraud. See “2021 Acquisition,” of Note 4, “Acquisitions and Divestiture,” for further discussion. |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The condensed consolidated financial statements are prepared in accordance with U.S. GAAP and include the accounts of Nasdaq, its wholly-owned subsidiaries and other entities in which Nasdaq has a controlling financial interest. When we do not have a controlling interest in an entity, but exercise significant influence over the entity’s operating and financial policies, such investment is accounted for under the equity method of accounting. We recognize our share of earnings or losses of an equity method investee based on our ownership percentage. See “Equity Method Investments,” of Note 6, “Investments,” for further discussion of our equity method investments. The accompanying condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results. These adjustments are of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation. As permitted under U.S. GAAP, certain footnotes or other financial information can be condensed or omitted in the interim condensed consolidated financial statements. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in Nasdaq’s Form 10-K. The year-end condensed balance sheet data was derived from the audited financial statements, but does not include all disclosures required by U.S. GAAP. Accounting Estimates In preparing our condensed consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on our revenue, operating income and net income, as well as on the value of certain assets and liabilities in our condensed consolidated balance sheets. At least quarterly, we evaluate our assumptions, judgments and estimates, and make changes as deemed necessary. Nasdaq has considered the impact of COVID-19 on the assumptions and estimates used in evaluating our assets and liabilities, including but not limited to our goodwill, intangible assets, equity method investments, equity securities and allowance for losses on accounts receivable. We determined that there were no material adverse impacts on our financial position and results of operations as of or for the three and six months ended June 30, 2021 and 2020. In addition, there were no material impairment charges recorded for the three and six months ended June 30, 2021 and 2020. These estimates may change as new events occur and additional information is obtained. Actual results could differ from these estimates under different assumptions or conditions. Subsequent Events We have evaluated subsequent events through the issuance date of this Quarterly Report on Form 10-Q. For discussion of financing actions subsequent to June 30, 2021, see “0.900% Senior Unsecured Notes Due 2033,” and “1.75% Senior Unsecured Notes Due 2023,” of Note 8, “Debt Obligations.” For discussion of our ASR agreement, see "ASR Agreement," of Note 11, “Nasdaq Stockholders’ Equity.” |
Revenue From Contracts With Cus
Revenue From Contracts With Customers | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue From Contracts With Customers | REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue The following tables summarize the disaggregation of revenue by major product and service and by segment for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, 2021 Market Services Corporate Platforms Investment Intelligence Market Technology Consolidated (in millions) Transaction-based trading and clearing, net $ 230 $ — $ — $ — $ 230 Trade management services 82 — — — 82 Listing services — 98 — — 98 IR & ESG Services — 56 — — 56 Market data — — 106 — 106 Index — — 107 — 107 Analytics — — 50 — 50 Anti Financial Crime Technology — — — 62 62 Marketplace Infrastructure Technology — — — 55 55 Revenues less transaction-based expenses $ 312 $ 154 $ 263 $ 117 $ 846 Three Months Ended June 30, 2020 Market Services Corporate Platforms Investment Intelligence Market Technology Consolidated (in millions) Transaction-based trading and clearing, net $ 203 $ — $ — $ — $ 203 Trade management services 73 — — — 73 Listing services — 74 — — 74 IR & ESG Services — 52 — — 52 Market data — — 101 — 101 Index — — 68 — 68 Analytics — — 44 — 44 Anti Financial Crime Technology — — — 33 33 Marketplace Infrastructure Technology — — — 51 51 Revenues less transaction-based expenses $ 276 $ 126 $ 213 $ 84 $ 699 For the three months ended June 30, 2021, approximately 70.8% of Market Services revenues were recognized at a point in time and 29.2% were recognized over time. For the three months ended June 30, 2020, approximately 70.7% of Market Services revenues were recognized at a point in time and 29.3% were recognized over time. Substantially all revenues from the Corporate Platforms, Investment Intelligence and Market Technology segments were recognized over time for the three months ended June 30, 2021 and 2020. Six Months Ended June 30, 2021 Market Services Corporate Platforms Investment Intelligence Market Technology Consolidated (in millions) Transaction-based trading and clearing, net $ 488 $ — $ — $ — $ 488 Trade management services 162 — — — 162 Listing services — 197 — — 197 IR & ESG Services — 112 — — 112 Market data — — 214 — 214 Index — — 209 — 209 Analytics — — 98 — 98 Anti Financial Crime Technology — — — 109 109 Marketplace Infrastructure Technology — — — 108 108 Revenues less transaction-based expenses $ 650 $ 309 $ 521 $ 217 $ 1,697 Six Months Ended June 30, 2020 Market Services Corporate Platforms Investment Intelligence Market Technology Consolidated (in millions) Transaction-based trading and clearing, net $ 412 $ — $ — $ — $ 412 Trade management services 145 — — — 145 Listing services — 149 — — 149 IR & ESG Services — 105 — — 105 Market data — — 198 — 198 Index — — 141 — 141 Analytics — — 85 — 85 Anti Financial Crime Technology — — — 63 63 Marketplace Infrastructure Technology — — — 102 102 Revenues less transaction-based expenses $ 557 $ 254 $ 424 $ 165 $ 1,400 For the six months ended June 30, 2021, approximately 72.1% of Market Services revenues were recognized at a point in time and 27.9% were recognized over time. For the six months ended June 30, 2020, approximately 71.0% of Market Services revenues were recognized at a point in time and 29.0% were recognized over time. Substantially all revenues from the Corporate Platforms, Investment Intelligence and Market Technology segments were recognized over time for the six months ended June 30, 2021 and 2020. * * * * * * 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 $18 million as of June 30, 2021 and $21 million as of December 31, 2020. The changes in the balance between periods were immaterial. We do not have obligations for warranties, returns or refunds to customers. For the majority of our contracts with customers, except for our market technology and listings services contracts, our performance obligations are short-term in nature and there is no significant variable consideration. 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. Excluding our market technology contracts, for contract durations that are one-year or greater, materially all of the transaction price allocated to unsatisfied performance obligations is included in deferred revenue. For our market technology contracts, the portion of transaction price allocated to unsatisfied performance obligations is shown in the table below. Deferred revenue primarily represents our contract liabilities related to our fees for annual and initial listings, Market Technology, IR & ESG services and Investment Intelligence contracts. Deferred revenue is the only significant contract asset or liability as of June 30, 2021 . See Note 7, “Deferred Revenue,” for our discussion on deferred revenue balances, activity, and expected timing of recognition. Transaction Price Allocated to Remaining Performance Obligations As stated above, for contract durations that are one-year or greater, we do not have a material portion of transaction price allocated to unsatisfied performance obligations that are not included in deferred revenue other than for our market technology contracts. * * * * * * For our market technology contracts, t he following table summarizes the amount of the transaction price allocated to performance obligations that are unsatisfied as of June 30, 2021: (in millions) Remainder of 2021 $ 160 2022 265 2023 112 2024 84 2025 65 2026 and thereafter 128 Total $ 814 Market technology deferred revenue, as discussed in Note 7, “Deferred Revenue,” represents consideration received that is yet to be recognized as revenue for unsatisfied performance obligations. Deferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the six months ended June 30, 2021 are reflected in the following table: Initial Listing Revenues Annual Listings Revenues IR & ESG Services Investment Intelligence Revenues Market Technology Revenues Other (1) Total (in millions) Balance at December 31, 2020 $ 91 $ 2 $ 46 $ 97 $ 53 $ 17 $ 306 Deferred revenue billed in the current period, net of recognition (2) 61 155 42 64 73 10 405 Revenue recognized that was included in the beginning of the period (26) (1) (37) (53) (40) (7) (164) Foreign currency translation adjustment (1) — — — (1) — (2) Balance at June 30, 2021 $ 125 $ 156 $ 51 $ 108 $ 85 $ 20 $ 545 ____________ (1) Balance at June 30, 2021 primarily includes deferred revenue from non-U.S. listing of additional shares fees. Listing of additional shares fees are included in our Listing Services business. (2) Market Technology revenues include deferred revenue acquired as part of the acquisition of Verafin. As of June 30, 2021, we estimate that our deferred revenue will be recognized in the following years: Initial Listing Revenues Annual Listings Revenues IR & ESG Services Revenues Investment Intelligence Revenues Market Technology Revenues Other (1) Total (in millions) Fiscal year ended: Remainder of 2021 $ 25 $ 156 $ 40 $ 80 $ 63 $ 8 $ 372 2022 37 — 11 28 21 5 102 2023 24 — — — 1 4 29 2024 17 — — — — 2 19 2025 12 — — — — 1 13 2026 and thereafter 10 — — — — — 10 Total $ 125 $ 156 $ 51 $ 108 $ 85 $ 20 $ 545 ____________ (1) For composition of “Other” see footnote (1) above. The timing of recognition of our deferred market technology revenues is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing market technology contracts. As such, as it relates to market technology revenues, the timing represents our best estimate. |
Acquisitions and Divestiture
Acquisitions and Divestiture | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Divestiture | ACQUISITIONS AND DIVESTITURE We completed the following divestiture and acquisitions in 2021 and 2020. Financial results of each transaction are included in our condensed consolidated financial statements from the date of each acquisition. 2021 Divestiture In June 2021, we sold our U.S. Fixed Income business which was part of our FICC business within our Market Services segment to Tradeweb Markets Inc., or Tradeweb. We recognized a pre-tax gain on the sale of $84 million, net of disposal costs. The pre-tax gain is included in net gain on divestiture of business in the Condensed Consolidated Statements of Income. As part of the purchase price consideration related to this business when it was acquired in 2013, we agreed to future annual issuances of 992,247 shares of Nasdaq common stock, which approximated certain tax benefits associated with the transaction. Such contingent future issuances of Nasdaq common stock were to be issued annually through 2027 if Nasdaq’s total gross revenues equaled or exceeded $25 million in each such year. The contingent future issuances of Nasdaq common stock were subject to anti-dilution protections and acceleration upon certain events. Upon the consummation of the sale of our U.S. Fixed Income business, the aggregate number of Nasdaq shares remaining under the contingent obligation described above were reduced (pursuant to the discounting adjustment provisions set forth in the original purchase agreement for Nasdaq's acquisition of the business) and accelerated, resulting in an issuance of approximately 6.2 million shares of Nasdaq common stock to an assignee of the entity that sold this business to us in 2013. Nasdaq intends to use the proceeds from the sale, available tax benefits and working and clearing capital of this business, as well as other sources of cash, to repurchase shares of Nasdaq common stock in order to offset the earnings per share dilution from the sale. To facilitate these repurchases, the board of directors has authorized an increase to the share repurchase program. See "Share Repurchase Program," of Note 11, "Nasdaq Stockholders' Equity," for further discussion. * * * * * * 2021 Acquisition Purchase Consideration Total Net Liabilities Acquired Acquired Goodwill (in millions) Verafin $ 2,651 $ (46) $ 815 $ 1,882 Acquisition of Verafin In February 2021, we completed the acquisition of Verafin, a SaaS technology provider of anti-financial crime management solutions that provides a cloud-based platform to help detect, investigate, and report money laundering and financial fraud, for an aggregate purchase price of $2.75 billion, subject to certain adjustments. The $2.75 billion purchase price includes a cash payment of $102 million, reflected in cash from operating activities in our Condensed Consolidated Statements of Cash Flows, the release of which is subject to certain employment-related conditions over three years following the closing of the transaction. This payment was recorded as a prepaid expense and is recorded in other current and non-current assets in our Condensed Consolidated Balance Sheets and will be amortized to merger and strategic initiatives expense on a straight-line basis over a three-year period. Verafin is part of our Market Technology segment. Nasdaq used the net proceeds from our offering of senior notes in December 2020, commercial paper issuances, and cash on hand to fund this acquisition. See “Commercial Paper Program,” and “Senior Unsecured Notes Due 2022, 2031 and 2040,” of Note 8, “Debt Obligations,” for further discussion. As of June 30, 2021, the allocation of purchase price includes the effect of a $9 million measurement period adjustment recorded during the second quarter. This adjustment resulted in an increase to both total net liabilities acquired and goodwill. Additional adjustments to the provisional values may result before the end of the measurement period, a period not to exceed 12 months from the acquisition date. These adjustments, which may include tax and other estimates 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. Intangible Assets The following table presents the details of acquired intangible assets for Verafin at the date of acquisition. Acquired intangible assets with finite lives are amortized using the straight-line method. Customer Relationships Technology Trade Name Total Acquired Intangible Assets Intangible asset value (in millions) $ 532 $ 246 $ 37 $ 815 Discount rate used 7.5 % 7.5 % 7.5 % Estimated average useful life 22 years 7 years 20 years Customer Relationships Customer relationships represent the non-contractual and contractual relationships with customers. Methodology Customer relationships were valued using the income approach, specifically an excess earnings method. The excess earnings method examines the economic returns contributed by the identified tangible and intangible assets of a company, and then isolates the excess return that is attributable to the intangible asset being valued. Discount Rate The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the customer relationships relative to the overall business. In developing a discount rate for the customer relationships, we estimated a weighted-average cost of capital for the overall business and we utilized this rate as an input when discounting the cash flows. The resulting discounted cash flows were then tax-effected at the applicable statutory rate. For our acquisition of Verafin, a discounted tax amortization benefit was added to the fair value of the assets under the assumption that the customer relationships would be amortized for tax purposes over a period of 20 years. Estimated Useful Life We estimate the useful life based on the historical behavior of the customers and a parallel analysis of the customers using the excess earnings method. Technology As part of our acquisition of Verafin, we acquired developed technology. Methodology The developed technology was valued using the income approach, specifically the relief-from-royalty method, or RFRM. The RFRM is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. The royalty rate is applied to the projected revenue over the expected remaining life of the intangible asset to estimate royalty savings. The net after-tax royalty savings are calculated for each year in the remaining economic life of the technology and discounted to present value. Discount Rate The discount rates used reflect the amount of risk associated with the hypothetical cash flows for the developed technology relative to the overall business as discussed above in “Customer Relationships.” Estimated Useful Life We have estimated the useful life of the Verafin technology to be 7 years. Trade Name As part of our acquisition of Verafin, we acquired a trade name. The trade name is recognized in the industry and carries a reputation for quality. As such, the reputation and positive recognition embodied in the trade name is a valuable asset to Nasdaq. Methodology The Verafin trade name was valued using the income approach, specifically the RFRM as discussed above in “Technology.” Discount Rate The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the trade name relative to the overall business as discussed above in “Customer Relationships.” Estimated Useful Life We have estimated the useful life of the Verafin trade name to be 20 years and our intention is to continue to use it in the branding of products. 2020 Acquisition Acquisition of Solovis In March 2020, we acquired Solovis, a provider of multi-asset class portfolio management, analytics and reporting tools across public and private markets. Solovis is part of our Investment Intelligence segment. Pro Forma Results and Acquisition-Related Costs The condensed consolidated financial statements for the three and six months ended June 30, 2021 and 2020 include the financial results of the above acquisitions from the dates of these acquisitions. Pro forma financial results have not been presented since these acquisitions both individually and in the aggregate were not material to our financial results. Acquisition-related costs for the transactions described above were expensed as incurred and are included in merger and strategic initiatives expense in the Condensed Consolidated Statements of Income. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | GOODWILL AND ACQUIRED INTANGIBLE ASSETS Goodwill The following table presents the changes in goodwill by business segment during the six months ended June 30, 2021: Market Corporate Platforms Investment Intelligence Market Technology Total (in millions) Balance at December 31, 2020 $ 3,519 $ 481 $ 2,541 $ 309 $ 6,850 Goodwill acquired 15 — — 1,873 1,888 Divestiture of business (1) (37) — (23) — (60) Other adjustments (2) (54) (4) (38) 3 (93) Balance at June 30, 2021 $ 3,443 $ 477 $ 2,480 $ 2,185 $ 8,585 __________ (1) Relates to the sale of our U.S. Fixed Income business. See “2021 Divestiture,” of Note 4, “Acquisitions and Divestiture,” for further discussion. In addition to revenues earned through Market Services, our U.S. Fixed Income business also earned fees from market data, which are included in our Investment Intelligence segment. Therefore, a portion of the goodwill was allocated to this segment. (2) Includes foreign currency translation adjustment and a measurement period adjustment related to our acquisition of Verafin. See “2021 Acquisition,” of Note 4, “Acquisitions and Divestiture,” for further discussion. * * * * * * As of June 30, 2021, the amount of goodwill that is expected to be deductible for tax purposes in future periods is $1.9 billion. 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, 2021 and 2020; however, events such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses, may result in goodwill impairment charges in the future. Acquired Intangible Assets The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived: June 30, 2021 December 31, 2020 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount (in millions) (in millions) Finite-Lived Intangible Assets Technology $ 317 $ (39) $ 278 $ 76 $ (24) $ 52 Customer relationships 2,049 (654) 1,395 1,599 (648) 951 Trade names and other 60 (8) 52 18 (6) 12 Foreign currency translation adjustment (117) 66 (51) (104) 58 (46) Total finite-lived intangible assets $ 2,309 $ (635) $ 1,674 $ 1,589 $ (620) $ 969 Indefinite-Lived Intangible Assets Exchange and clearing registrations $ 1,257 $ — $ 1,257 $ 1,257 $ — $ 1,257 Trade names 121 — 121 121 — 121 Licenses 52 — 52 52 — 52 Foreign currency translation adjustment (161) — (161) (144) — (144) Total indefinite-lived intangible assets $ 1,269 $ — $ 1,269 $ 1,286 $ — $ 1,286 Total intangible assets $ 3,578 $ (635) $ 2,943 $ 2,875 $ (620) $ 2,255 The change in the gross and net amounts for technology and trade names and other finite-lived intangible assets as of June 30, 2021 compared with December 31, 2020 is primarily related to our acquisition of Verafin. The change in the gross and net amounts for customer relationships as of June 30, 2021 compared with December 31, 2020 is related to our acquisition of Verafin as well as the divestiture of our U.S. Fixed Income business. See “2021 Acquisition,” and “2021 Divestiture,” of Note 4, “Acquisitions and Divestiture,” for further discussion of these transactions. Amortization expense for acquired finite-lived intangible assets was $40 million for the three months ended June 30, 2021, $26 million for the three months ended June 30, 2020, $76 million for the six months ended June 30, 2021 and $50 million for the six months ended June 30, 2020. The increase in amortization expense for the three and six months ended June 30, 2021 compared with the same periods in 2020 was primarily due to additional amortization expense for acquired intangible assets related to our acquisition of Verafin. These amounts are included in depreciation and amortization expense in the Condensed Consolidated Statements of Income. The estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $51 million as of June 30, 2021) of acquired finite-lived intangible assets as of June 30, 2021 is as follows: (in millions) Remainder of 2021 $ 83 2022 162 2023 159 2024 154 2025 151 2026 and thereafter 1,016 Total $ 1,725 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | INVESTMENTS The following table presents the details of our investments: June 30, 2021 December 31, 2020 (in millions) Financial investments $ 235 $ 195 Equity method investments $ 299 $ 216 Equity securities $ 60 $ 60 Financial Investments As of June 30, 2021, financial investments are comprised of trading securities, primarily highly rated European government debt securities and time deposits, of which $167 million are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing. As of December 31, 2020 , financial investments are comprised of trading securities, primarily highly rated European government debt securities, of which $175 million 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, 2021 and 2020, 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 material impairments were recorded for the three and six months end June 30, 2021 and 2020. Net income recognized from our equity interest in the earnings and losses of these equity method investments, primarily OCC, was $27 million for the three months ended June 30, 2021, $26 million for the three months ended June 30, 2020, $84 million for the six months ended June 30, 2021 and $43 million for the six months ended June 30, 2020. For the six months ended June 30, 2021, higher equity earnings in OCC were primarily driven by elevated U.S. industry trading volumes. Equity Securities The carrying amounts of our equity securities are included in other non-current assets in the Condensed Consolidated Balance Sheets. We elected the measurement alternative for primarily 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, 2021 and 2020. As of June 30, 2021 and December 31, 2020 , our equity securities represent various strategic investments made through our corporate venture program as well as investments acquired through various acquisitions. |
Deferred Revenue
Deferred Revenue | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue | REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue The following tables summarize the disaggregation of revenue by major product and service and by segment for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, 2021 Market Services Corporate Platforms Investment Intelligence Market Technology Consolidated (in millions) Transaction-based trading and clearing, net $ 230 $ — $ — $ — $ 230 Trade management services 82 — — — 82 Listing services — 98 — — 98 IR & ESG Services — 56 — — 56 Market data — — 106 — 106 Index — — 107 — 107 Analytics — — 50 — 50 Anti Financial Crime Technology — — — 62 62 Marketplace Infrastructure Technology — — — 55 55 Revenues less transaction-based expenses $ 312 $ 154 $ 263 $ 117 $ 846 Three Months Ended June 30, 2020 Market Services Corporate Platforms Investment Intelligence Market Technology Consolidated (in millions) Transaction-based trading and clearing, net $ 203 $ — $ — $ — $ 203 Trade management services 73 — — — 73 Listing services — 74 — — 74 IR & ESG Services — 52 — — 52 Market data — — 101 — 101 Index — — 68 — 68 Analytics — — 44 — 44 Anti Financial Crime Technology — — — 33 33 Marketplace Infrastructure Technology — — — 51 51 Revenues less transaction-based expenses $ 276 $ 126 $ 213 $ 84 $ 699 For the three months ended June 30, 2021, approximately 70.8% of Market Services revenues were recognized at a point in time and 29.2% were recognized over time. For the three months ended June 30, 2020, approximately 70.7% of Market Services revenues were recognized at a point in time and 29.3% were recognized over time. Substantially all revenues from the Corporate Platforms, Investment Intelligence and Market Technology segments were recognized over time for the three months ended June 30, 2021 and 2020. Six Months Ended June 30, 2021 Market Services Corporate Platforms Investment Intelligence Market Technology Consolidated (in millions) Transaction-based trading and clearing, net $ 488 $ — $ — $ — $ 488 Trade management services 162 — — — 162 Listing services — 197 — — 197 IR & ESG Services — 112 — — 112 Market data — — 214 — 214 Index — — 209 — 209 Analytics — — 98 — 98 Anti Financial Crime Technology — — — 109 109 Marketplace Infrastructure Technology — — — 108 108 Revenues less transaction-based expenses $ 650 $ 309 $ 521 $ 217 $ 1,697 Six Months Ended June 30, 2020 Market Services Corporate Platforms Investment Intelligence Market Technology Consolidated (in millions) Transaction-based trading and clearing, net $ 412 $ — $ — $ — $ 412 Trade management services 145 — — — 145 Listing services — 149 — — 149 IR & ESG Services — 105 — — 105 Market data — — 198 — 198 Index — — 141 — 141 Analytics — — 85 — 85 Anti Financial Crime Technology — — — 63 63 Marketplace Infrastructure Technology — — — 102 102 Revenues less transaction-based expenses $ 557 $ 254 $ 424 $ 165 $ 1,400 For the six months ended June 30, 2021, approximately 72.1% of Market Services revenues were recognized at a point in time and 27.9% were recognized over time. For the six months ended June 30, 2020, approximately 71.0% of Market Services revenues were recognized at a point in time and 29.0% were recognized over time. Substantially all revenues from the Corporate Platforms, Investment Intelligence and Market Technology segments were recognized over time for the six months ended June 30, 2021 and 2020. * * * * * * 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 $18 million as of June 30, 2021 and $21 million as of December 31, 2020. The changes in the balance between periods were immaterial. We do not have obligations for warranties, returns or refunds to customers. For the majority of our contracts with customers, except for our market technology and listings services contracts, our performance obligations are short-term in nature and there is no significant variable consideration. 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. Excluding our market technology contracts, for contract durations that are one-year or greater, materially all of the transaction price allocated to unsatisfied performance obligations is included in deferred revenue. For our market technology contracts, the portion of transaction price allocated to unsatisfied performance obligations is shown in the table below. Deferred revenue primarily represents our contract liabilities related to our fees for annual and initial listings, Market Technology, IR & ESG services and Investment Intelligence contracts. Deferred revenue is the only significant contract asset or liability as of June 30, 2021 . See Note 7, “Deferred Revenue,” for our discussion on deferred revenue balances, activity, and expected timing of recognition. Transaction Price Allocated to Remaining Performance Obligations As stated above, for contract durations that are one-year or greater, we do not have a material portion of transaction price allocated to unsatisfied performance obligations that are not included in deferred revenue other than for our market technology contracts. * * * * * * For our market technology contracts, t he following table summarizes the amount of the transaction price allocated to performance obligations that are unsatisfied as of June 30, 2021: (in millions) Remainder of 2021 $ 160 2022 265 2023 112 2024 84 2025 65 2026 and thereafter 128 Total $ 814 Market technology deferred revenue, as discussed in Note 7, “Deferred Revenue,” represents consideration received that is yet to be recognized as revenue for unsatisfied performance obligations. Deferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the six months ended June 30, 2021 are reflected in the following table: Initial Listing Revenues Annual Listings Revenues IR & ESG Services Investment Intelligence Revenues Market Technology Revenues Other (1) Total (in millions) Balance at December 31, 2020 $ 91 $ 2 $ 46 $ 97 $ 53 $ 17 $ 306 Deferred revenue billed in the current period, net of recognition (2) 61 155 42 64 73 10 405 Revenue recognized that was included in the beginning of the period (26) (1) (37) (53) (40) (7) (164) Foreign currency translation adjustment (1) — — — (1) — (2) Balance at June 30, 2021 $ 125 $ 156 $ 51 $ 108 $ 85 $ 20 $ 545 ____________ (1) Balance at June 30, 2021 primarily includes deferred revenue from non-U.S. listing of additional shares fees. Listing of additional shares fees are included in our Listing Services business. (2) Market Technology revenues include deferred revenue acquired as part of the acquisition of Verafin. As of June 30, 2021, we estimate that our deferred revenue will be recognized in the following years: Initial Listing Revenues Annual Listings Revenues IR & ESG Services Revenues Investment Intelligence Revenues Market Technology Revenues Other (1) Total (in millions) Fiscal year ended: Remainder of 2021 $ 25 $ 156 $ 40 $ 80 $ 63 $ 8 $ 372 2022 37 — 11 28 21 5 102 2023 24 — — — 1 4 29 2024 17 — — — — 2 19 2025 12 — — — — 1 13 2026 and thereafter 10 — — — — — 10 Total $ 125 $ 156 $ 51 $ 108 $ 85 $ 20 $ 545 ____________ (1) For composition of “Other” see footnote (1) above. The timing of recognition of our deferred market technology revenues is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing market technology contracts. As such, as it relates to market technology revenues, the timing represents our best estimate. |
Debt Obligations
Debt Obligations | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt Obligations | DEBT OBLIGATIONS The following table presents the changes in the carrying amount of our debt obligations during the six months ended June 30, 2021: December 31, 2020 Additions Payments, Foreign Currency Translation and Accretion June 30, 2021 (in millions) Short-term debt - commercial paper $ — $ 1,819 $ (1,598) $ 221 Long-term debt: 4.25% senior unsecured notes due June 1, 2024 498 — — 498 1.75% senior unsecured notes due May 19, 2023 730 — (21) 709 3.85% senior unsecured notes due June 30, 2026 497 — — 497 1.75% senior unsecured notes due March 28, 2029 726 — (21) 705 0.875% senior unsecured notes due February 13, 2030 726 — (21) 705 3.25% senior unsecured notes due April 28, 2050 485 — 1 486 0.445% senior unsecured notes due December 21, 2022 597 — 1 598 1.650% senior unsecured notes due January 15, 2031 643 — — 643 2.500% senior unsecured notes due December 21, 2040 643 — — 643 $1.25 billion senior unsecured revolving credit facility due December 22, 2025 (4) 100 (100) (4) Total long-term debt 5,541 100 (161) 5,480 Total debt obligations $ 5,541 $ 1,919 $ (1,759) $ 5,701 Commercial Paper Program Our U.S. dollar commercial paper program is supported by our 2020 Credit Facility which provides liquidity support for the repayment of commercial paper issued through this program. See “2020 Credit Facility” below for further discussion. The effective interest rate of commercial paper issuances fluctuates as short term interest rates and demand fluctuate. The fluctuation of these rates may impact our interest expense. In February 2021, we issued $475 million of commercial paper to partially fund the acquisition of Verafin. For further discussion of the acquisition of Verafin, see “2021 Acquisition,” of Note 4, “Acquisitions and Divestiture.” As of June 30, 2021, commercial paper notes in the table above reflect the aggregate principal amount outstanding, 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 35 days to 65 days and the weighted-average maturity is 20 days. The weighted-average effective interest rate is 0.21% per annum. Senior Unsecured Notes Our 2022 and 2040 Notes were issued at par. The remaining 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, 2021, the amounts in the table above reflect the aggregate principal amount, less the unamortized debt discount and the unamortized debt issuance costs which are being accreted through interest expense over the life of the applicable notes. For our Euro denominated notes, the “Payments, Foreign Currency Translation and Accretion” column also includes the impact of foreign currency translation. Our senior unsecured notes are general unsecured obligations which rank equally with all of our existing and future unsubordinated obligations and are not guaranteed by any of our subsidiaries. The senior unsecured notes were issued under indentures that, among other things, limit our ability to consolidate, merge or sell all or substantially all of our assets, create liens, and enter into sale and leaseback transactions. Upon a change of control triggering event (as defined in the various note indentures), the terms require us to repurchase all or part of each holder’s notes for cash equal to 101% of the aggregate principal amount purchased plus accrued and unpaid interest, if any. 4.25% Senior Unsecured Notes Due 2024 In May 2014, Nasdaq issued the 2024 Notes. The 2024 Notes pay interest semiannually at a rate of 4.25% per annum until June 1, 2024. Such interest rate may vary with Nasdaq’s debt rating, to the extent Nasdaq is downgraded below investment grade, up to a rate not to exceed 6.25%. 1.75% Senior Unsecured Notes Due 2023 In July 2021, we sent a redemption notice to the trustee of the 2023 Notes to redeem all €600 million aggregate principal amount outstanding at a cash redemption price to be calculated as provided in the indenture governing the 2023 Notes, plus accrued and unpaid interest, if any, to the redemption date of August 29, 2021. Upon completion of the redemption, no 2023 Notes will remain outstanding. Payment of the redemption price will be made on or after the redemption date only upon presentation and surrender of the 2023 Notes to the trustee. Interest on the 2023 Notes called for redemption will cease to accrue from and after the redemption date. Nasdaq issued the 2023 Notes in May 2016, and paid interest on these notes annually at a rate of 1.75% per annum The 2023 Notes were designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange rate risk associated with certain investments in these subsidiaries. The decrease in the carrying amount of $21 million noted in the “Payments, Foreign Currency Translation and Accretion” column in the table above primarily reflects the translation of the 2023 Notes into U.S. dollars and is recorded in accumulated other comprehensive loss within stockholders’ equity in the Condensed Consolidated Balance Sheets as of June 30, 2021. Nasdaq will primarily use the net proceeds from the sale of the 2033 Notes to redeem the 2023 Notes. For further discussion of the 2033 Notes, see "0.900% Senior Unsecured Notes Due 2033" below. 3.85% Senior Unsecured Notes Due 2026 In June 2016, Nasdaq issued the 2026 Notes. The 2026 Notes pay interest semi-annually at a rate of 3.85% per annum until June 30, 2026. Such interest rate may vary with Nasdaq’s debt rating, to the extent Nasdaq is downgraded below investment grade, up to a rate not to exceed 5.85%. 1.75% Senior Unsecured Notes Due 2029 In April 2019, Nasdaq issued the 2029 Notes. The 2029 Notes pay interest annually at a rate of 1.75% per annum until March 28, 2029. Such interest rate may vary with Nasdaq’s debt rating, to the extent Nasdaq is downgraded below investment grade, up to a rate not to exceed 3.75%. The 2029 Notes may be redeemed by Nasdaq at any time, subject to a make-whole amount. The 2029 Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. The decrease in the carrying amount of $21 million noted in the “Payments, Foreign Currency Translation and Accretion” column in the table above primarily reflects the translation of the 2029 Notes into U.S. dollars and is recorded in accumulated other comprehensive loss within stockholders’ equity in the Condensed Consolidated Balance Sheets as of June 30, 2021. 0.875% Senior Unsecured Notes Due 2030 In February 2020, Nasdaq issued the 2030 Notes. The 2030 Notes pay interest annually in arrears, which began on February 13, 2021 and may be redeemed by Nasdaq at any time, subject to a make-whole amount. The interest rate of 0.875% may vary with Nasdaq's debt rating, to the extent Nasdaq is downgraded below investment grade, up to a rate not to exceed 1.875%. The 2030 Notes were designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. The decrease in the carrying amount of $21 million noted in the “Payments, Foreign Currency Translation and Accretion” column in the table above primarily reflects the translation of the 2030 Notes into U.S. dollars and is recorded in accumulated other comprehensive loss within stockholders’ equity in the Condensed Consolidated Balance Sheets as of June 30, 2021. 3.25% Senior Unsecured Notes Due 2050 In April 2020, Nasdaq issued the 2050 Notes. The 2050 Notes pay interest semi-annually in arrears, which began on October 28, 2020 and may be redeemed by Nasdaq at any time, subject to a make-whole amount. The interest rate of 3.25% may vary with Nasdaq's debt rating, to the extent Nasdaq is downgraded below investment grade, up to a rate not to exceed 5.25%. Senior Unsecured Notes Due 2022, 2031 and 2040 In December 2020, Nasdaq issued the 2022, 2031 and 2040 Notes. The net proceeds were used to partially finance the acquisition of Verafin. For further discussion of the acquisition of Verafin, see “2021 Acquisition,” of Note 4, “Acquisitions and Divestiture.” 0.445% Senior Unsecured Notes Due 2022 The 2022 Notes pay interest semi-annually in arrears, beginning on June 21, 2021 and may be redeemed by Nasdaq at any time, subject to a make-whole amount. The interest rate of 0.445% may vary with Nasdaq's debt rating, to the extent Nasdaq is downgraded below investment grade, up to a rate not to exceed 1.445%. 1.650% Senior Unsecured Notes Due 2031 The 2031 Notes pay interest semi-annually in arrears, which began on January 15, 2021 and may be redeemed by Nasdaq at any time, subject to a make-whole amount. The interest rate of 1.650% may vary with Nasdaq's debt rating, to the extent Nasdaq is downgraded below investment grade, up to a rate not to exceed 2.65%. 2.500% Senior Unsecured Notes Due 2040 The 2040 Notes pay interest semi-annually in arrears, beginning on June 21, 2021 and may be redeemed by Nasdaq at any time, subject to a make-whole amount. The interest rate of 2.500% may vary with Nasdaq's debt rating, to the extent Nasdaq is downgraded below investment grade, up to a rate not to exceed 3.50%. 0.900% Senior Unsecured Notes Due 2033 In July 2021, Nasdaq issued €615 million aggregate principal amount of 0.900% senior notes due in 2033. The 2033 Notes pay interest annually in arrears, beginning on July 30, 2022 and may be redeemed by Nasdaq at any time, subject to a make-whole amount. The net proceeds from the 2033 Notes were approximately $720 million after deducting the underwriting discount and expenses of the offering. We will use the net proceeds from the 2033 Notes to redeem the 2023 Notes, which is expected to occur in the third quarter of 2021. For further discussion of the 2023 Notes, see “1.75% Senior Unsecured Notes Due 2023” above. The 2033 Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Credit Facilities 2020 Credit Facility In December 2020, Nasdaq entered into the 2020 Credit Facility. The 2020 Credit Facility consists of a $1.25 billion five-year revolving credit facility (with sublimits for non-dollar borrowings, swingline borrowings and letters of credit), which replaced a former credit facility. Nasdaq intends to use funds available under the 2020 Credit Facility for general corporate purposes and to provide liquidity support for the repayment of commercial paper issued through the commercial paper program. Nasdaq is permitted to repay borrowings under our 2020 Credit Facility at any time in whole or in part, without penalty. As of June 30, 2021, no amounts were outstanding on the 2020 Credit Facility. The $(4) million balance represents unamortized debt issuance costs which are being accreted through interest expense over the life of the credit facility. Of the $1.25 billion that is available for borrowing, $221 million provides liquidity support for the commercial paper program. As such, as of June 30, 2021, the total remaining amount available under the 2020 Credit Facility was $1,029 million, excluding the amounts that support the commercial paper program. See “Commercial Paper Program” above for further discussion of our commercial paper program. Under our 2020 Credit Facility, borrowings under the revolving credit facility and swingline borrowings bear interest on the principal amount outstanding at a variable interest rate based on either the LIBOR, the base rate (as defined in the credit agreement), or other applicable rate with respect to non-dollar borrowings, plus an applicable margin that varies with Nasdaq’s debt rating. We are charged commitment fees of 0.125% to 0.350%, depending on our credit rating, whether or not amounts have been borrowed. These commitment fees are included in interest expense and were not material for the three months ended June 30, 2021. The 2020 Credit Facility contains financial and operating covenants. Financial covenants include a maximum leverage ratio. Operating covenants include, among other things, limitations on Nasdaq’s ability to incur additional indebtedness, grant liens on assets, dispose of assets and make certain restricted payments. The facility also contains customary affirmative covenants, including access to financial statements, notice of defaults and certain other material events, maintenance of properties and insurance, and customary events of default, including cross-defaults to our material indebtedness. The 2020 Credit Facility includes an option for Nasdaq to increase the available aggregate amount by up to $625 million, subject to the consent of the lenders funding the increase and certain other conditions. Other Credit Facilities Certain of our European subsidiaries have several other credit facilities, which are available in multiple currencies, primarily to support our Nasdaq Clearing operations in Europe, as well as to provide a cash pool credit line for one subsidiary. These credit facilities, in aggregate, totaled $223 million as of June 30, 2021 and $232 million as of December 31, 2020 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, 2021 and 2020. These facilities include customary affirmative and negative operating covenants and events of default. Debt Covenants As of June 30, 2021, we were in compliance with the covenants of all of our debt obligations. |
Retirement Plans
Retirement Plans | 6 Months Ended |
Jun. 30, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Plans | RETIREMENT PLANS Defined Contribution Savings Plan We sponsor a 401(k) Plan for U.S. employees. Employees are immediately eligible to make contributions to the plan and are also eligible for an employer contribution match at an amount equal to 100.0% of the first 6.0% of eligible employee contributions. Savings plan expense included in compensation and benefits expense in the Condensed Consolidated Statements of Income was $3 million for both the three months ended June 30, 2021 and 2020 and $7 million for both the six months ended June 30, 2021 and 2020. Pension and Supplemental Executive Retirement Plans We maintain non-contributory, defined-benefit pension plans, non-qualified SERPs for certain senior executives and other post-retirement benefit plans for eligible employees in the U.S. Our pension plans and SERPs are frozen. Future service and salary for all participants do not count toward an accrual of benefits under the pension plans and SERPs. Most employees outside the U.S. are covered by local retirement plans or by applicable social laws. Benefits under social laws are generally expensed in the periods in which the costs are incurred. The total expense for these plans is included in compensation and benefits expense in the Condensed Consolidated Statements of Income and was $7 million for the three months ended June 30, 2021, $6 million for the |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | SHARE-BASED COMPENSATION We have a share-based compensation program for employees and non-employee directors. Share-based awards granted under this program include restricted stock (consisting of restricted stock units), PSUs and stock options. For accounting purposes, we consider PSUs to be a form of restricted stock. Summary of Share-Based Compensation Expense The following table shows the total share-based compensation expense resulting from equity awards and the 15.0% discount for the ESPP for the three and six months ended June 30, 2021 and 2020, 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, 2021 2020 2021 2020 (in millions) Share-based compensation expense before income taxes $ 24 $ 23 $ 43 $ 40 Income tax benefit (6) (6) (12) (11) Share-based compensation expense after income taxes $ 18 $ 17 $ 31 $ 29 Common Shares Available Under Our Equity Plan As of June 30, 2021, we had approximately 9.4 million shares of common stock authorized for future issuance under our Equity Plan. Restricted Stock We grant restricted stock to most active employees. The grant date fair value of restricted stock awards is based on the closing stock price at the date of grant less the present value of future cash dividends. Restricted stock awards granted to employees below the manager level generally vest 33.3% on the first anniversary of the grant date, 33.3% on the second anniversary of the grant date, and 33.3% on the third anniversary of the grant date. Restricted stock awards granted to employees at or above the manager level generally vest 33.3% on the second anniversary of the grant date, 33.3% on the third anniversary of the grant date, and 33.3% on the fourth anniversary of the grant date. Summary of Restricted Stock Activity The following table summarizes our restricted stock activity for the six months ended June 30, 2021: Restricted Stock Number of Awards Weighted-Average Grant Date Fair Value Unvested at January 1, 2021 1,639,051 $ 84.21 Granted 456,935 146.93 Vested (447,962) 78.36 Forfeited (52,090) 95.97 Unvested at June 30, 2021 1,595,934 $ 103.42 As of June 30, 2021, $94 million of total unrecognized compensation cost related to restricted stock is expected to be recognized over a weighted-average period of 2.0 years. PSUs PSUs are based on performance measures that impact the amount of shares that each recipient will receive upon vesting. Prior to April 1, 2020, we had two performance-based PSU programs for certain officers, a one-year performance-based program and a three-year cumulative performance-based program that focuses on TSR. Effective April 1, 2020, to better align the equity programs for eligible officers, the one-year performance-based program was eliminated and all eligible officers now participate in the three-year cumulative performance-based program. While the performance periods are complete for all PSUs granted under the one-year performance-based program, some shares underlying these PSUs have not vested. One-Year PSU Program The grant date fair value of PSUs under the one-year performance-based program was based on the closing stock price at the date of grant less the present value of future cash dividends. Under this program, an eligible employee received a target grant of PSUs, but could have received from 0.0% to 150.0% of the target amount granted, depending on the achievement of performance measures. These awards vest ratably on an annual basis over a three-year period commencing with the end of the one-year performance period. Compensation cost is recognized over the performance period and the three-year vesting period based on the probability that such performance measures will be achieved, taking into account an estimated forfeiture rate. Three-Year PSU Program Under the three-year performance-based program, each eligible individual receives PSUs, subject to market conditions, with a three-year cumulative performance period that vest at the end of the performance period. Compensation cost is recognized over the three-year performance period, taking into account an estimated forfeiture rate, regardless of whether the market condition is satisfied, provided that the requisite service period has been completed. Performance will be determined by comparing Nasdaq’s TSR to two peer groups, each weighted 50.0%. The first peer group consists of exchange companies, and the second peer group consists of all companies in the S&P 500. Nasdaq’s relative performance ranking against each of these groups will determine the final number of shares delivered to each individual under the program. The award issuance under this program will be between 0.0% and 200.0% of the number of PSUs granted and will be determined by Nasdaq’s overall performance against both peer groups. However, if Nasdaq’s TSR is negative for the three-year performance period, regardless of TSR ranking, the award issuance will not exceed 100.0% of the number of PSUs granted. We estimate the fair value of PSUs granted under the three-year PSU program using the Monte Carlo simulation model, as these awards contain a market condition. Grants of PSUs that were issued in 2018 with a three-year performance period exceeded the applicable performance parameters. As a result, an additional 150,290 units above the original target were granted in the first quarter of 2021 and were fully vested upon issuance. Summary of PSU Activity The following table summarizes our PSU activity for the six months ended June 30, 2021: PSUs One-Year Program Three-Year Program Number of Awards Weighted-Average Grant Date Fair Value Number of Awards Weighted-Average Grant Date Fair Value Unvested at January 1, 2021 169,548 $ 83.33 809,989 $ 108.12 Granted (1) — — 340,718 166.77 Vested (17,337) 82.44 (392,727) 116.86 Forfeited (13,081) 82.89 (1,202) 128.85 Unvested at June 30, 2021 139,130 $ 83.48 756,778 $ 129.97 ____________ (1) Includes additional awards granted based on overachievement of performance parameters. Also includes target awards granted. As of June 30, 2021, $2 million of total unrecognized compensation cost related to the one-year PSU program is expected to be recognized over a weighted-average period of 1.2 years. For the three-year PSU program, $54 million of total unrecognized compensation cost is expected to be recognized over a weighted-average period of 1.6 years. Stock Options A summary of stock option activity for the six months ended June 30, 2021 is as follows: Number of Stock Options Weighted-Average Exercise Price Outstanding at January 1, 2021 293,353 $ 63.22 Exercised (1) (24,409) 25.28 Forfeited (1) (127) 25.28 Outstanding and exercisable at June 30, 2021 268,817 $ 66.68 ____________ (1) There were no stock options granted, exercised or forfeited for the three months ended June 30, 2021. The net cash proceeds from the exercise of 24,409 stock options for the six months ended June 30, 2021 was $1 million. The net cash proceeds from the exercise of 28,069 stock options for the three months ended June 30, 2020 and 55,265 stock options for the six months ended June 30, 2020 was $1 million in both periods. As of June 30, 2021, the aggregate pre-tax intrinsic value of the outstanding and exercisable stock options in the above table was $29 million and represents the difference between our closing stock price on June 30, 2021 of $175.80 and the exercise price, times the number of shares, which would have been received by the option holders had the option holders exercised their stock options on that date. This amount can change based on the fair market value of our common stock. As of June 30, 2021, the weighted-average remaining contractual term of the outstanding and exercisable stock options included in the above table was 5.5 years. As of June 30, 2020, 0.3 million outstanding stock options were exercisable and the weighted-average exercise price was $59.69. The total pre-tax intrinsic value of stock options exercised was $3 million for the three months ended June 30, 2020, $3 million for the six months ended June 30, 2021 and $5 million for the six months ended June 30, 2020. ESPP We have an ESPP under which approximately 4.3 million shares of our common stock were available for future issuance as of June 30, 2021. Under our ESPP, employees may purchase shares having a value not exceeding 10.0% of their annual compensation, subject to applicable annual Internal Revenue Service limitations. We record compensation expense related to the 15.0% discount that is given to our employees, which totaled $3 million for the three months ended June 30, 2021, $2 million for the three months ended June 30, 2020, $5 million for the six months ended June 30, 2021 and $3 million for the six months ended June 30, 2020. |
Nasdaq Stockholders_ Equity
Nasdaq Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Nasdaq Stockholders' Equity | NASDAQ STOCKHOLDERS' EQUITY Common Stock As of June 30, 2021, 300,000,000 shares of our common stock were authorized, 175,896,791 shares were issued and 169,227,636 shares were outstanding. As of December 31, 2020, 300,000,000 shares of our common stock were authorized, 171,278,761 shares were issued and 164,933,678 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 6,669,155 shares of common stock in treasury as of June 30, 2021 and 6,345,083 shares as of December 31, 2020, 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 discussed in “2021 Divestiture,” of Note 4, “Acquisitions and Divestiture,” on June 16, 2021, our board of directors authorized an increase to our share repurchase program to an aggregate authorized amount of $1.5 billion. As of June 30, 2021, the remaining aggregate authorized amount under the existing share repurchase program was $1.46 billion. These purchases may be made from time to time at prevailing market prices in open market purchases, privately-negotiated transactions, block purchase techniques or otherwise, as determined by our management. The purchases are primarily funded from existing cash balances. The share repurchase program may be suspended, modified or discontinued at any time. The share repurchase program has no defined expiration date. The following is a summary of our share repurchase activity, reported based on settlement date, for the six months ended June 30, 2021: Six Months Ended June 30, 2021 Number of shares of common stock repurchased (1) 2,623,551 Average price paid per share $ 156.11 Total purchase price (in millions) $ 410 ____________ (1) Excludes shares withheld upon vesting of restricted stock and PSUs of 324,072 for the six months ended June 30, 2021. As discussed above in “Common Stock in Treasury, at Cost,” shares repurchased under our share repurchase program are currently retired and cancelled. ASR Agreement On July 21, 2021, we announced that we entered into an ASR agreement to repurchase $475 million of common stock, where we received an initial delivery of 2,039,940 shares of common stock on July 23, 2021. The ASR agreement was entered into pursuant to our $1.5 billion share repurchase authorization as discussed in "Share Repurchase Program," above. The final settlement under the ASR agreement is expected to be completed in the fourth quarter of 2021. At settlement, our counterparty may be required to deliver additional shares of common stock to us, or, under certain circumstances, we may be required to deliver shares of our common stock or may elect to make a cash payment to our counterparty. 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, 2021 and December 31, 2020, no shares of preferred stock were issued or outstanding. * * * * * * Cash Dividends on Common Stock During the first six months of 2021, our board of directors declared the following cash dividends: Declaration Date Dividend Per Record Date Total Amount Paid Payment Date (in millions) January 27, 2021 $ 0.49 March 12, 2021 $ 81 March 26, 2021 April 21, 2021 0.54 June 11, 2021 88 June 25, 2021 $ 169 The total amount paid of $169 million was recorded in retained earnings in the Condensed Consolidated Balance Sheets at June 30, 2021. In July 2021, the board of directors approved a regular quarterly cash dividend of $0.54 per share on our outstanding common stock. The dividend is payable on September 24, 2021 to shareholders of record at the close of business on September 10, 2021. The estimated amount of this dividend is $91 million. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the board of directors. The board of directors maintains a dividend policy with the intention to provide stockholders with regular and growing dividends over the long term as earnings and cash flow grow. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: (in millions, except share and per share amounts) Net income attributable to common shareholders $ 341 $ 241 $ 639 $ 444 Denominator: Weighted-average common shares outstanding for basic earnings per share 164,085,819 164,098,789 164,395,991 164,481,173 Weighted-average effect of dilutive securities: Employee equity awards (1) 2,352,338 1,974,565 2,367,405 1,943,503 Weighted-average common shares outstanding for diluted earnings per share 166,438,157 166,073,354 166,763,396 166,424,676 Basic and diluted earnings per share: Basic earnings per share $ 2.08 $ 1.47 $ 3.89 $ 2.70 Diluted earnings per share $ 2.05 $ 1.45 $ 3.83 $ 2.67 ____________ (1) PSUs, 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 months ended June 30, 2021 and for both six months ended June 30, 2021 and 2020. There were no securities excluded for the three months ended June 30, 2020. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS The following tables present our financial assets and financial liabilities that were measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020. June 30, 2021 December 31, 2020 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 (in millions) (in millions) Assets at Fair Value European government debt securities $ 149 $ 149 $ — $ — $ 156 $ 156 $ — $ — Corporate debt securities — — — — 2 — 2 — State owned enterprises and municipal securities — — — — 15 — 15 — Swedish mortgage bonds 22 — 22 — 22 — 22 — Time deposits 64 — 64 — — — — — Total assets at fair value $ 235 $ 149 $ 86 $ — $ 195 $ 156 $ 39 $ — Financial Instruments Not Measured at Fair Value on a Recurring Basis Some of our financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate fair value due to their liquid or short-term nature. Such financial assets and financial liabilities include: cash and cash equivalents, restricted cash and cash equivalents, receivables, net, certain other current assets, accounts payable and accrued expenses, Section 31 fees payable to SEC, accrued personnel costs, commercial paper and certain other current liabilities. Our investment in OCC is accounted for under the equity method of accounting. We have elected the measurement alternative for the majority of our equity securities, which primarily represent various strategic investments made through our corporate venture program. See “Equity Method Investments,” and “Equity Securities,” of Note 6, “Investments,” for further discussion. We also consider our debt obligations to be financial instruments. As of June 30, 2021, the majority of our debt obligations were fixed-rate obligations. We are exposed to changes in interest rates as a result of borrowings under our 2020 Credit Facility, as the interest rates on this facility have a variable rate depending on the maturity of the borrowing and the implied underlying reference rate. As of June 30, 2021, we had no outstanding borrowings under our 2020 Credit Facility. We are also exposed to changes in interest rates as a result of the amounts outstanding from the sale of commercial paper under our commercial paper program. The fair value of our debt obligations utilizing discounted cash flow analyses for our floating rate debt and prevailing market rates for our fixed rate debt was $5.9 billion as of June 30, 2021 and the fair value of our debt obligations utilizing prevailing market rates for our fixed rate debt was $5.9 billion as of December 31, 2020. 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, 2021 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, 2021 and December 31, 2020, there were no non-financial assets measured at fair value on a non-recurring basis. |
Clearing Operations
Clearing Operations | 6 Months Ended |
Jun. 30, 2021 | |
Due to and from Broker-Dealers and Clearing Organizations [Abstract] | |
Clearing Operations | CLEARING OPERATIONS Nasdaq Clearing Nasdaq Clearing is authorized and supervised under EMIR as a multi-asset clearinghouse by the SFSA. Such authorization is effective for all member states of the European Union and certain other non-member states that are part of the European Economic Area, including Norway. The clearinghouse acts as the CCP for exchange and OTC trades in equity derivatives, fixed income derivatives, resale and repurchase contracts, power derivatives, emission allowance derivatives, and seafood derivatives. Through our clearing operations in the financial markets, which include the resale and repurchase market, the commodities markets, and the seafood market, Nasdaq Clearing is the legal counterparty for, and guarantees the fulfillment of, each contract cleared. These contracts are not used by Nasdaq Clearing for the purpose of trading on its own behalf. As the legal counterparty of each transaction, Nasdaq Clearing bears the counterparty risk between the purchaser and seller in the contract. In its guarantor role, Nasdaq Clearing has precisely equal and offsetting claims to and from clearing members on opposite sides of each contract, standing as the CCP on every contract cleared. In accordance with the rules and regulations of Nasdaq Clearing, default fund and margin collateral requirements are calculated for each clearing member’s positions in accounts with the CCP. See “Default Fund Contributions and Margin Deposits” below for further discussion of Nasdaq Clearing’s default fund and margin requirements. Nasdaq Clearing maintains four member sponsored default funds: one related to financial markets, one related to commodities markets, one related to the seafood market, and a mutualized fund. 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. Simultaneously, a mutualized default fund provides capital efficiencies to Nasdaq Clearing’s members with regard to total regulatory capital required. See “Default Fund Contributions” below for further discussion of Nasdaq Clearing’s default fund. Power of assessment and a liability waterfall also have been implemented. See “Power of Assessment” and “Liability Waterfall” below for further discussion. These requirements align risk between Nasdaq Clearing and its clearing members. Nasdaq Commodities Clearing Default In September 2018, a member of the Nasdaq Clearing commodities market defaulted due to the inability to post sufficient collateral to cover increased margin requirements for the positions of the relevant member, which had experienced losses due to sharp adverse movements in the Nordic - German power market spread. Nasdaq Clearing followed default procedures and offset the future market risk on the defaulting member’s positions. Immediately following the event, Nasdaq Clearing launched a comprehensive enhancement program to strengthen the resilience and robustness of the clearinghouse. In December 2018, we initiated a capital relief program. The capital relief program was a voluntary program open to each commodities default fund participant; each such participant who agreed to the capital relief program received a proportion of the funds made available under the capital relief program as reflected by their proportionate share of the aggregate of the clearing members' default fund replenishments. Since the member default in 2018, Nasdaq Clearing has been working to maximize the recovery from the defaulted member. All funds recovered are applied towards the default fund participants on a pro rata basis. As of June 30, 2021, the expected recovery together with the capital relief program amounts to approximately 80% of the initial loss, of which the majority has been paid and the remainder is expected to be paid during 2021. In December 2018, the SFSA initiated a review of Nasdaq Clearing. In January 2021, the SFSA issued a warning combined with an administrative fine of approximately $35 million (SEK 300 million) to Nasdaq Clearing based on their review. Nasdaq Clearing has assessed the SFSA´s decision and has appealed the decision to the Administrative Court. As of June 30, 2021, no accrual has been recorded related to this matter as the outcome cannot be reasonably estimated. Default Fund Contributions and Margin Deposits As of June 30, 2021, clearing member default fund contributions and margin deposits were as follows: June 30, 2021 Cash Contributions Non-Cash Contributions Total Contributions (in millions) Default fund contributions $ 552 $ 144 $ 696 Margin deposits 3,027 7,611 10,638 Total $ 3,579 $ 7,755 $ 11,334 Of the total default fund contributions of $696 million, Nasdaq Clearing can utilize $636 million as capital resources in the event of a counterparty default. The remaining balance of $60 million pertains to member posted surplus balances. Our clearinghouse holds material amounts of clearing member cash deposits which are held or invested primarily to provide security of capital while minimizing credit, market and liquidity risks. While we seek to achieve a reasonable rate of return, we are primarily concerned with preservation of capital and managing the risks associated with these deposits. Clearing member cash contributions are maintained in demand deposits held at central banks and large, highly rated financial institutions or secured through direct investments, primarily central bank certificates and highly rated European government debt securities with original maturities primarily 1 year or less, reverse repurchase agreements and multilateral development bank debt securities. Investments in reverse repurchase agreements are secured with highly rated government securities with maturity dates that range from 1 day to 13 days. 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 $3,579 million as of June 30, 2021 and $3,942 million as of December 31, 2020, in accordance with its investment policy as follows: June 30, 2021 December 31, 2020 (in millions) Demand deposits $ 2,026 $ 2,086 Central bank certificates 748 1,111 European government debt securities 359 470 Reverse repurchase agreements 258 180 Multilateral development bank debt securities 188 95 Total $ 3,579 $ 3,942 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, 2021, Nasdaq Clearing committed capital totaling $141 million to the liability waterfall and overall regulatory capital, in the form of government debt securities, which are recorded as financial investments in the Condensed Consolidated Balance Sheets. The combined regulatory capital of the clearing members and Nasdaq Clearing is intended to secure the obligations of a clearing member exceeding such member’s own margin and default fund deposits and may be used to cover losses sustained by a clearing member in the event of a default. Margin Deposits Nasdaq Clearing requires all clearing members to provide collateral, which may consist of cash and non-cash contributions, to guarantee performance on the clearing members’ open positions, or initial margin. In addition, clearing members must also provide collateral to cover the daily margin call if needed. See “Default Fund Contributions” above for further discussion of cash and non-cash contributions. Similar to default fund contributions, Nasdaq Clearing maintains and manages all cash deposits related to margin collateral. All risks and rewards of collateral ownership, including interest, belong to Nasdaq Clearing and are recorded in revenues. These cash deposits are recorded in default funds and margin deposits in the Condensed Consolidated Balance Sheets as both a current asset and a current liability. Pledged margin collateral is not recorded in our Condensed Consolidated Balance Sheets as all risks and rewards of collateral ownership, including interest, belong to the counterparty. Assets pledged are held at a nominee account in Nasdaq Clearing’s name for the benefit of the clearing members and are immediately accessible by Nasdaq Clearing in the event of a default. Nasdaq Clearing marks to market all outstanding contracts and requires payment from clearing members whose positions have lost value. The mark-to-market process helps identify any clearing members that may not be able to satisfy their financial obligations in a timely manner allowing Nasdaq Clearing the ability to mitigate the risk of a clearing member defaulting due to exceptionally large losses. In the event of a default, Nasdaq Clearing can access the defaulting member’s margin and default fund deposits to cover the defaulting member’s losses. Regulatory Capital and Risk Management Calculations Nasdaq Clearing manages risk through a comprehensive counterparty risk management framework, which is comprised of policies, procedures, standards and financial resources. The level of regulatory capital is determined in accordance with Nasdaq Clearing’s regulatory capital and default fund policy, as approved by the SFSA. Regulatory capital calculations are continuously updated through a proprietary capital-at-risk calculation model that establishes the appropriate level of capital. As mentioned above, Nasdaq Clearing is the legal counterparty for each contract cleared and thereby guarantees the fulfillment of each contract. Nasdaq Clearing accounts for this guarantee as a performance guarantee. We determine the fair value of the performance guarantee by considering daily settlement of contracts and other margining and default fund requirements, the risk management program, historical evidence of default payments, and the estimated probability of potential default payouts. The calculation is determined using proprietary risk management software that simulates gains and losses based on historical market prices, extreme but plausible market scenarios, volatility and other factors present at that point in time for those particular unsettled contracts. Based on this analysis, excluding any liability related to the Nasdaq commodities clearing default (see discussion above), the estimated liability was nominal and no liability was recorded as of June 30, 2021. Power of Assessment To further strengthen the contingent financial resources of the clearinghouse, Nasdaq Clearing has power of assessment that provides the ability to collect additional funds from its clearing members to cover a defaulting member’s remaining obligations up to the limits established under the terms of the clearinghouse rules. The power of assessment corresponds to 230.0% of the clearing member’s aggregate contribution to the financial, commodities and seafood markets’ default funds. Liability Waterfall The liability waterfall is the priority order in which the capital resources would be utilized in the event of a default where the defaulting clearing member’s collateral 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 $38 million as of June 30, 2021; • 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; • senior capital contributed to each specific market by Nasdaq Clearing, calculated in accordance with clearinghouse rules, which totaled $23 million as of June 30, 2021; and • mutualized default fund, which includes capital contributions of the clearing members on a pro-rata basis. 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 $80 million to ensure that it can handle an orderly wind-down of its operation, and that it is adequately protected against investment, operational, legal, and business risks. Market Value of Derivative Contracts Outstanding The following table includes the market value of derivative contracts outstanding prior to netting: June 30, 2021 (in millions) Commodity and seafood options, futures and forwards (1)(2)(3) $ 113 Fixed-income options and futures (1)(2) 428 Stock options and futures (1)(2) 180 Index options and futures (1)(2) 111 Total $ 832 ____________ (1) 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. (2) We determined the fair value of our futures contracts based upon quoted market prices and average quoted market yields. (3) 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 includes the total number of derivative contracts cleared through Nasdaq Clearing for the six months ended June 30, 2021 and 2020: June 30, 2021 June 30, 2020 Commodity and seafood options, futures and forwards (1) 312,002 348,487 Fixed-income options and futures 12,185,338 11,674,517 Stock options and futures 10,607,666 10,376,083 Index options and futures 17,970,912 30,327,232 Total 41,075,918 52,726,319 ____________ (1) The total volume in cleared power related to commodity contracts was 456 Terawatt hours (TWh) for the six months ended June 30, 2021 and 475 TWh for the six months ended June 30, 2020. The outstanding contract value of resale and repurchase agreements was $4.4 billion as of June 30, 2021 and $1.4 billion as of June 30, 2020. The total number of resale and repurchase agreements contracts cleared was 2,924,130 for the six months ended June 30, 2021 and was 2,635,348 for the six months ended June 30, 2020. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | LEASES We have operating leases which are primarily real estate leases predominantly for our U.S. and European headquarters and for general office space. The following table provides supplemental balance sheet information related to Nasdaq's operating leases: Leases Balance Sheet Classification June 30, 2021 December 31, 2020 (in millions) Assets: Operating lease assets Operating lease assets $ 383 $ 381 Liabilities: Current lease liabilities Other current liabilities $ 43 $ 46 Non-current lease liabilities Operating lease liabilities 397 389 Total lease liabilities $ 440 $ 435 The following table summarizes Nasdaq's lease cost: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in millions) Operating lease cost (1) $ 21 $ 21 $ 44 $ 41 Variable lease cost 6 6 13 12 Sublease income (1) (1) (2) (2) Total lease cost $ 26 $ 26 $ 55 $ 51 ____________ (1) Includes short-term lease cost, which was immaterial. The following table reconciles the undiscounted cash flows for ea ch of the first five years and total of the remaining years to the operating lease liabilities recorded in our Condensed Consolidated Balance Sheets. June 30, 2021 (in millions) Remainder of 2021 $ 29 2022 60 2023 56 2024 50 2025 36 2026 and thereafter 327 Total lease payments 558 Less: interest (1) (118) Present value of lease liabilities (2) $ 440 ____________ (1) Calculated using the interest rate for each lease. (2) Includes the current portion of $43 million. The following table provides information related to Nasdaq's lease term and discount rate: June 30, 2021 Weighted-average remaining lease term (in years) 11.5 Weighted-average discount rate 4.0 % The following table provides supplemental cash flow information related to Nasdaq's operating leases: Six Months End June 30, 2021 2020 (in millions) Cash paid for amounts included in the measurement of operating lease liabilities $ 37 $ 39 Lease assets obtained in exchange for new operating lease liabilities $ 35 $ 94 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Income Tax Provision The following table shows our income tax provision and effective tax rate: Three Months Ended June 30, 2021 2020 (in millions) Income tax provision $ 113 $ 75 Effective tax rate 24.9 % 23.7 % Six Months Ended June 30, 2021 2020 (in millions) Income tax provision $ 210 $ 145 Effective tax rate 24.7 % 24.6 % The higher effective tax rate for the three and six months ended June 30, 2021 was primarily due to a tax benefit recorded in 2020 for compensation deductions which were previously disallowed, partially offset by 2021 tax benefits resulting from lower tax on foreign earnings mainly due to a decrease in the Swedish corporate tax rate and a higher tax benefit from vested share-based awards in the U.S. The effective tax rate may vary from period to period depending on, among other factors, the geographic and business mix of earnings and losses. These same and other factors, including history of pre-tax earnings and losses, are taken into account in assessing the ability to realize deferred tax assets. 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. Federal income tax returns for the years 2012 through 2016 are currently under examination by the Internal Revenue Service and we are subject to examination by the Internal Revenue Service for 2017 through 2019. Several state tax returns are currently under examination by the respective tax authorities for the years 2012 through 2018, while 2019 is subject to examination. Non-U.S. tax returns are subject to examination by the respective tax authorities for the years 2015 through 2019. 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 |
Commitments, Contingencies and
Commitments, Contingencies and Guarantees | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Guarantees | COMMITMENTS, CONTINGENCIES AND GUARANTEES Guarantees Issued and Credit Facilities Available In addition to the default fund contributions and margin collateral pledged by clearing members discussed in Note 14, “Clearing Operations,” we have obtained financial guarantees and credit facilities which are guaranteed by us through counter indemnities, to provide further liquidity related to our clearing businesses. Financial guarantees issued to us totaled $5 million as of June 30, 2021 and December 31, 2020. 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 $223 million as of June 30, 2021 and $232 million as of December 31, 2020 in available liquidity, none of which was utilized. Other Guarantees Through our clearing operations in the financial markets, Nasdaq Clearing is the legal counterparty for, and guarantees the performance of, its clearing members. See Note 14, “Clearing Operations,” for further discussion of Nasdaq Clearing performance guarantees. We have provided a guarantee related to lease obligations for The Nasdaq Entrepreneurial Center, Inc., which is a not-for-profit organization designed to convene, connect and engage aspiring and current entrepreneurs. This entity is not included in the condensed consolidated financial statements of Nasdaq. We believe that the potential for us to be required to make payments under these arrangements is unlikely. Accordingly, no contingent liability is recorded in the Condensed Consolidated Balance Sheets for the above guarantees. Routing Brokerage Activities One of our broker-dealer subsidiaries, Nasdaq Execution Services, provides a guarantee to securities clearinghouses and exchanges under its standard membership agreements, which require members to guarantee the performance of other members. If a member becomes unable to satisfy its obligations to a clearinghouse or exchange, other members would be required to meet its shortfalls. To mitigate these performance risks, the exchanges and clearinghouses often require members to post collateral, as well as meet certain minimum financial standards. Nasdaq Execution Services’ maximum potential liability under these arrangements cannot be quantified. However, we believe that the potential for Nasdaq Execution Services to be required to make payments under these arrangements is unlikely. Accordingly, no contingent liability is recorded in the Condensed Consolidated Balance Sheets for these arrangements. Legal and Regulatory Matters Litigation As previously disclosed, we are named as one of many defendants in City of Providence v. BATS Global Markets, Inc., et al., 14 Civ. 2811 (S.D.N.Y.), which was filed on April 18, 2014 in the United States District Court for the Southern District of New York. The district court appointed lead counsel, who filed an amended complaint on September 2, 2014. The amended complaint names as defendants seven national exchanges, as well as Barclays PLC, which operated a private alternative trading system. On behalf of a putative class of securities traders, the plaintiffs allege that the defendants engaged in a scheme to manipulate the markets through high-frequency trading; the amended complaint asserts claims against us under Section 10(b) of the Exchange Act and Rule 10b-5, as well as under Section 6(b) of the Exchange Act. The plaintiffs seek injunctive and monetary relief of an unspecified amount. We filed a motion to dismiss the amended complaint on November 3, 2014. In response, the plaintiffs filed a second amended complaint on November 24, 2014, which names the same defendants and alleges essentially the same violations. We then filed a motion to dismiss the second amended complaint on January 23, 2015. On August 26, 2015, the district court entered an order dismissing the second amended complaint in its entirety. The plaintiffs appealed the judgment of dismissal to the United States Court of Appeals for the Second Circuit (although opting not to appeal the dismissal with respect to Barclays PLC or the dismissal of claims under Section 6(b) of the Exchange Act). On December 19, 2017, the Second Circuit issued an opinion vacating the district court’s judgment of dismissal and remanding to the district court for further proceedings. On May 18, 2018, the exchanges filed a motion to dismiss the amended complaint, raising issues not addressed in the proceedings to date. On May 28, 2019, the district court denied the exchanges’ renewed motion to dismiss, leading the parties to commence the discovery process. Discovery, focused on issues of whether the case can be certified as a class action and whether the plaintiffs’ claims are precluded by federal securities regulation, ended on April 26, 2021, and potentially dispositive motions regarding these issues were filed on May 28, 2021. Given the preliminary nature of the proceedings, we are unable to estimate what, if any, liability may result from this litigation. However, we believe that the claims are without merit and will continue to litigate vigorously. Armenian Stock Exchange Investigation As disclosed in our prior filings with the SEC, a former non-U.S. subsidiary of Nasdaq, NASDAQ OMX Armenia OJSC, operated the Armenian Stock Exchange and the Central Depository of Armenia, which are regulated by the Central Bank of Armenia under Armenian law. In accordance with the requirements of Armenian law, Mellat Bank SB CJSC, an Armenian entity that is designated under Executive Order 13382, was a market participant on the Armenian Stock Exchange and, as a result, paid participation and transaction fees to the Armenian Stock Exchange during the period from 2012-2014. In 2014, we voluntarily self-disclosed this matter to the U.S. Department of Treasury’s Office of Foreign Assets Control, or OFAC, and received authorization from OFAC to continue, if necessary, certain activities pertaining to Mellat Bank SB CJSC in Armenia in a limited manner. In 2015, Nasdaq sold a majority of its ownership of Nasdaq OMX Armenia OJSC, with the remaining minority interest sold in 2018. OFAC has been conducting an inquiry into the Armenian Stock Exchange matter described above and in our prior filings since 2016, and during the first quarter of 2021, we were advised that OFAC is considering a civil monetary penalty in connection with that matter. We are currently in discussions with OFAC. While we believe our decision to voluntarily self-report this issue and our continued cooperation with OFAC, along with the permit we received from OFAC in connection with our transactions involving the Armenian Stock Exchange, will be mitigating factors with respect to the matter, any monetary fines or restrictions may nonetheless be material to our financial results in the period in which they are imposed. We cannot currently predict when our discussions with OFAC will conclude or the amount of any potential penalties imposed. Accordingly, we are unable to reasonably estimate any potential loss or range of loss and we have not accrued for a loss contingency. Nasdaq Commodities Clearing Default During September 2018, a clearing member of Nasdaq Clearing's commodities market was declared in default. In December 2018, the SFSA initiated a review of Nasdaq Clearing. We have been cooperating fully with the SFSA in their review. In January 2021, the SFSA issued a warning combined with an administrative fine of approximately $35 million (SEK 300 million) to Nasdaq Clearing relating to its review. Nasdaq Clearing has assessed the SFSA's decision and has appealed the decision to the Administrative Court. See “Nasdaq Commodities Clearing Default,” of Note 14, “Clearing Operations,” for further information. Other Matters Except as disclosed above and in prior reports filed under the Exchange Act, we are not currently a party to any litigation or proceeding that we believe could have a material adverse effect on our business, condensed 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 condensed consolidated financial position or results of operations. However, we are unable to predict the outcome or the timing of the ultimate resolution of these matters, or the potential fines, penalties or injunctive or other equitable relief, if any, that may result from these matters. Tax Audits We are engaged in ongoing discussions and audits with taxing authorities on various tax matters, the resolutions of which are uncertain. Currently, there are matters that may lead to assessments, some of which may not be resolved for several years. Based on currently available information, we believe we have adequately provided for any assessments that could result from those proceedings where it is more likely than not that we will be assessed. We review our positions on these matters as they progress. See “Tax Audits,” of Note 16, “Income Taxes,” for further discussion. |
Business Segments
Business Segments | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Business Segments | BUSINESS SEGMENTS We manage, operate and provide our products and services in four business segments: Market Services, Corporate Platforms, Investment Intelligence and Market Technology. See Note 1, “Organization and Nature of Operations,” for further discussion of our reportable segments. Our management allocates resources, assesses performance and manages these businesses as four separate segments. We evaluate the performance of our segments based on several factors, of which the primary financial measure is operating income. Results of individual businesses are presented based on our management accounting practices and structure. Our chief operating decision maker does not review total assets or statements of income below operating income by segments as key performance metrics; therefore, such information is not presented below. The following table presents certain information regarding our business segments for the three and six months ended June 30, 2021 and 2020: Market Services Corporate Platforms Investment Intelligence Market Technology Corporate Items Consolidated (in millions) Three Months Ended June 30, 2021 Total revenues $ 878 $ 154 $ 263 $ 117 $ — $ 1,412 Transaction-based expenses (566) — — — — (566) Revenues less transaction-based expenses 312 154 263 117 — 846 Operating income (loss) 202 65 170 17 (78) 376 Three Months Ended June 30, 2020 Total revenues $ 975 $ 126 $ 213 $ 84 $ — $ 1,398 Transaction-based expenses (699) — — — — (699) Revenues less transaction-based expenses 276 126 213 84 — 699 Operating income (loss) 176 49 132 15 (57) 315 Six Months Ended June 30, 2021 Total revenues $ 2,017 $ 309 $ 521 $ 217 $ — $ 3,064 Transaction-based expenses (1,367) — — — — (1,367) Revenues less transaction-based expenses 650 309 521 217 — 1,697 Operating income (loss) 430 130 337 15 (171) 741 Six Months Ended June 30, 2020 Total revenues $ 1,908 $ 254 $ 424 $ 165 $ — $ 2,751 Transaction-based expenses (1,351) — — — — (1,351) Revenues less transaction-based expenses 557 254 424 165 — 1,400 Operating income (loss) 354 94 266 23 (147) 590 Certain amounts are allocated to corporate items in our management reports as we believe they do not contribute to a meaningful evaluation of a particular segment's ongoing operating performance. These items, which are shown in the table below, include the following: • Amortization expense of acquired intangible assets: We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations. As such, if intangible asset amortization is included in performance measures, it is more difficult to assess the day-to-day operating performance of the segments, and the relative operating performance of the segments between periods. Management does not consider intangible asset amortization expense for the purpose of evaluating the performance of our segments or their managers or when making decisions to allocate resources. Therefore, we believe performance measures excluding intangible asset amortization expense provide management with a useful representation of our segments' ongoing activity in each period. • Merger and strategic initiatives expense: We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years that have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third party transaction costs. The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transaction. Management does not consider merger and strategic initiatives expense for the purpose of evaluating the performance of our segments or their managers or when making decisions to allocate resources. Therefore, we believe performance measures excluding merger and strategic initiatives expense provide management with a useful representation of our segments' ongoing activity in each period. • Restructuring charges: We initiated the transition of certain technology platforms to advance our strategic opportunities as a technology and analytics provider and continue the re-alignment of certain business areas. See Note 19, “Restructuring Charges,” for further discussion of our 2019 restructuring plan. We believe performance measures excluding restructuring charges provide management with a useful representation of our segments' ongoing activity in each period. • Other significant items: We have included certain other charges or gains in corporate items, to the extent we believe they should be excluded when evaluating the ongoing operating performance of each individual segment. For the three and six months ended June 30, 2020, other significant items included charitable donations made to the Nasdaq Foundation, COVID-19 response and relief efforts and social justice charities, which are recorded in general, administrative and other expense in our Condensed Consolidated Statements of Income. The first six months of 2020 also included a loss on extinguishment of debt which is recorded in general, administrative and other expense in our Condensed Consolidated Statements of Income. * * * * * * A summary of our Corporate Items is as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in millions) Expenses: Amortization expense of acquired intangible assets $ 40 $ 26 $ 76 $ 50 Merger and strategic initiatives expense 12 4 57 10 Restructuring charges 21 13 31 25 Extinguishment of debt — — — 36 Charitable donations — 12 — 17 Other 5 2 7 9 Total expenses 78 57 171 147 Operating loss $ (78) $ (57) $ (171) $ (147) For further discussion of our segments’ results, see "Segment Operating Results," of “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” |
Restructuring Charges
Restructuring Charges | 6 Months Ended |
Jun. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | RESTRUCTURING CHARGES In September 2019, we initiated the transition of certain technology platforms to advance the company's strategic opportunities as a technology and analytics provider and continue the re-alignment of certain business areas. In connection with these restructuring efforts, we retired certain elements of our marketplace infrastructure and technology product offerings as we implement NFF and other technologies internally and externally. This represented a fundamental shift in our strategy and technology as well as executive re-alignment. In June 2021, we completed our 2019 restructuring plan and recognized total pre-tax charges of $118 million over a two-year period. Total pre-tax charges related primarily to non-cash items such as asset impairments and accelerated depreciation, and third-party consulting costs. Severance and employee-related charges were also incurred. The following table presents a summary of the 2019 restructuring plan charges in the Condensed Consolidated Statements of Income for the three and six months ended June 30, 2021 and 2020 which primarily consisted of consulting services, asset impairment charges primarily related to capitalized software that was retired, and accelerated depreciation expense on certain assets as a result of a decrease in their useful life. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in millions) Asset impairment charges and accelerated depreciation expense $ 3 $ 5 $ 4 $ 8 Consulting services 14 6 19 9 Contract terminations — 1 — 3 Severance and employee-related costs 1 1 1 2 Other 3 — 7 3 Total restructuring charges $ 21 $ 13 $ 31 $ 25 |
Basis of Presentation and Pri_2
Basis of Presentation and Principles of Consolidation (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The condensed consolidated financial statements are prepared in accordance with U.S. GAAP and include the accounts of Nasdaq, its wholly-owned subsidiaries and other entities in which Nasdaq has a controlling financial interest. When we do not have a controlling interest in an entity, but exercise significant influence over the entity’s operating and financial policies, such investment is accounted for under the equity method of accounting. We recognize our share of earnings or losses of an equity method investee based on our ownership percentage. See “Equity Method Investments,” of Note 6, “Investments,” for further discussion of our equity method investments. |
Principles of Consolidation | The accompanying condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results. These adjustments are of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Accounting Estimates | Accounting Estimates In preparing our condensed consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on our revenue, operating income and net income, as well as on the value of certain assets and liabilities in our condensed consolidated balance sheets. At least quarterly, we evaluate our assumptions, judgments and estimates, and make changes as deemed necessary. |
Subsequent Events | Subsequent Events We have evaluated subsequent events through the issuance date of this Quarterly Report on Form 10-Q. For discussion of financing actions subsequent to June 30, 2021, see “0.900% Senior Unsecured Notes Due 2033,” and “1.75% Senior Unsecured Notes Due 2023,” of Note 8, “Debt Obligations.” For discussion of our ASR agreement, see "ASR Agreement," of Note 11, “Nasdaq Stockholders’ Equity.” |
Revenue From Contracts With C_2
Revenue From Contracts With Customers (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables summarize the disaggregation of revenue by major product and service and by segment for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, 2021 Market Services Corporate Platforms Investment Intelligence Market Technology Consolidated (in millions) Transaction-based trading and clearing, net $ 230 $ — $ — $ — $ 230 Trade management services 82 — — — 82 Listing services — 98 — — 98 IR & ESG Services — 56 — — 56 Market data — — 106 — 106 Index — — 107 — 107 Analytics — — 50 — 50 Anti Financial Crime Technology — — — 62 62 Marketplace Infrastructure Technology — — — 55 55 Revenues less transaction-based expenses $ 312 $ 154 $ 263 $ 117 $ 846 Three Months Ended June 30, 2020 Market Services Corporate Platforms Investment Intelligence Market Technology Consolidated (in millions) Transaction-based trading and clearing, net $ 203 $ — $ — $ — $ 203 Trade management services 73 — — — 73 Listing services — 74 — — 74 IR & ESG Services — 52 — — 52 Market data — — 101 — 101 Index — — 68 — 68 Analytics — — 44 — 44 Anti Financial Crime Technology — — — 33 33 Marketplace Infrastructure Technology — — — 51 51 Revenues less transaction-based expenses $ 276 $ 126 $ 213 $ 84 $ 699 Six Months Ended June 30, 2021 Market Services Corporate Platforms Investment Intelligence Market Technology Consolidated (in millions) Transaction-based trading and clearing, net $ 488 $ — $ — $ — $ 488 Trade management services 162 — — — 162 Listing services — 197 — — 197 IR & ESG Services — 112 — — 112 Market data — — 214 — 214 Index — — 209 — 209 Analytics — — 98 — 98 Anti Financial Crime Technology — — — 109 109 Marketplace Infrastructure Technology — — — 108 108 Revenues less transaction-based expenses $ 650 $ 309 $ 521 $ 217 $ 1,697 Six Months Ended June 30, 2020 Market Services Corporate Platforms Investment Intelligence Market Technology Consolidated (in millions) Transaction-based trading and clearing, net $ 412 $ — $ — $ — $ 412 Trade management services 145 — — — 145 Listing services — 149 — — 149 IR & ESG Services — 105 — — 105 Market data — — 198 — 198 Index — — 141 — 141 Analytics — — 85 — 85 Anti Financial Crime Technology — — — 63 63 Marketplace Infrastructure Technology — — — 102 102 Revenues less transaction-based expenses $ 557 $ 254 $ 424 $ 165 $ 1,400 |
Remaining Performance Obligation | For our market technology contracts, t he following table summarizes the amount of the transaction price allocated to performance obligations that are unsatisfied as of June 30, 2021: (in millions) Remainder of 2021 $ 160 2022 265 2023 112 2024 84 2025 65 2026 and thereafter 128 Total $ 814 |
Acquisitions and Divestiture (T
Acquisitions and Divestiture (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions by Acquisition | 2021 Acquisition Purchase Consideration Total Net Liabilities Acquired Acquired Goodwill (in millions) Verafin $ 2,651 $ (46) $ 815 $ 1,882 |
Acquired Finite Lived Intangible Assets in Acquisition | The following table presents the details of acquired intangible assets for Verafin at the date of acquisition. Acquired intangible assets with finite lives are amortized using the straight-line method. Customer Relationships Technology Trade Name Total Acquired Intangible Assets Intangible asset value (in millions) $ 532 $ 246 $ 37 $ 815 Discount rate used 7.5 % 7.5 % 7.5 % Estimated average useful life 22 years 7 years 20 years |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table presents the changes in goodwill by business segment during the six months ended June 30, 2021: Market Corporate Platforms Investment Intelligence Market Technology Total (in millions) Balance at December 31, 2020 $ 3,519 $ 481 $ 2,541 $ 309 $ 6,850 Goodwill acquired 15 — — 1,873 1,888 Divestiture of business (1) (37) — (23) — (60) Other adjustments (2) (54) (4) (38) 3 (93) Balance at June 30, 2021 $ 3,443 $ 477 $ 2,480 $ 2,185 $ 8,585 __________ (1) Relates to the sale of our U.S. Fixed Income business. See “2021 Divestiture,” of Note 4, “Acquisitions and Divestiture,” for further discussion. In addition to revenues earned through Market Services, our U.S. Fixed Income business also earned fees from market data, which are included in our Investment Intelligence segment. Therefore, a portion of the goodwill was allocated to this segment. (2) Includes foreign currency translation adjustment and a measurement period adjustment related to our acquisition of Verafin. See “2021 Acquisition,” of Note 4, “Acquisitions and Divestiture,” for further discussion. * * * * * * |
Schedule of Acquired Finite-Lived Intangible Assets | The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived: June 30, 2021 December 31, 2020 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount (in millions) (in millions) Finite-Lived Intangible Assets Technology $ 317 $ (39) $ 278 $ 76 $ (24) $ 52 Customer relationships 2,049 (654) 1,395 1,599 (648) 951 Trade names and other 60 (8) 52 18 (6) 12 Foreign currency translation adjustment (117) 66 (51) (104) 58 (46) Total finite-lived intangible assets $ 2,309 $ (635) $ 1,674 $ 1,589 $ (620) $ 969 Indefinite-Lived Intangible Assets Exchange and clearing registrations $ 1,257 $ — $ 1,257 $ 1,257 $ — $ 1,257 Trade names 121 — 121 121 — 121 Licenses 52 — 52 52 — 52 Foreign currency translation adjustment (161) — (161) (144) — (144) Total indefinite-lived intangible assets $ 1,269 $ — $ 1,269 $ 1,286 $ — $ 1,286 Total intangible assets $ 3,578 $ (635) $ 2,943 $ 2,875 $ (620) $ 2,255 |
Schedule of Acquired Indefinite-lived Intangible Assets | The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived: June 30, 2021 December 31, 2020 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount (in millions) (in millions) Finite-Lived Intangible Assets Technology $ 317 $ (39) $ 278 $ 76 $ (24) $ 52 Customer relationships 2,049 (654) 1,395 1,599 (648) 951 Trade names and other 60 (8) 52 18 (6) 12 Foreign currency translation adjustment (117) 66 (51) (104) 58 (46) Total finite-lived intangible assets $ 2,309 $ (635) $ 1,674 $ 1,589 $ (620) $ 969 Indefinite-Lived Intangible Assets Exchange and clearing registrations $ 1,257 $ — $ 1,257 $ 1,257 $ — $ 1,257 Trade names 121 — 121 121 — 121 Licenses 52 — 52 52 — 52 Foreign currency translation adjustment (161) — (161) (144) — (144) Total indefinite-lived intangible assets $ 1,269 $ — $ 1,269 $ 1,286 $ — $ 1,286 Total intangible assets $ 3,578 $ (635) $ 2,943 $ 2,875 $ (620) $ 2,255 |
Schedule of Estimated Future Amortization Expense | The estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $51 million as of June 30, 2021) of acquired finite-lived intangible assets as of June 30, 2021 is as follows: (in millions) Remainder of 2021 $ 83 2022 162 2023 159 2024 154 2025 151 2026 and thereafter 1,016 Total $ 1,725 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investments | The following table presents the details of our investments: June 30, 2021 December 31, 2020 (in millions) Financial investments $ 235 $ 195 Equity method investments $ 299 $ 216 Equity securities $ 60 $ 60 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Changes in Deferred Revenue | The changes in our deferred revenue during the six months ended June 30, 2021 are reflected in the following table: Initial Listing Revenues Annual Listings Revenues IR & ESG Services Investment Intelligence Revenues Market Technology Revenues Other (1) Total (in millions) Balance at December 31, 2020 $ 91 $ 2 $ 46 $ 97 $ 53 $ 17 $ 306 Deferred revenue billed in the current period, net of recognition (2) 61 155 42 64 73 10 405 Revenue recognized that was included in the beginning of the period (26) (1) (37) (53) (40) (7) (164) Foreign currency translation adjustment (1) — — — (1) — (2) Balance at June 30, 2021 $ 125 $ 156 $ 51 $ 108 $ 85 $ 20 $ 545 ____________ (1) Balance at June 30, 2021 primarily includes deferred revenue from non-U.S. listing of additional shares fees. Listing of additional shares fees are included in our Listing Services business. (2) Market Technology revenues include deferred revenue acquired as part of the acquisition of Verafin. |
Estimated Deferred Revenue | As of June 30, 2021, we estimate that our deferred revenue will be recognized in the following years: Initial Listing Revenues Annual Listings Revenues IR & ESG Services Revenues Investment Intelligence Revenues Market Technology Revenues Other (1) Total (in millions) Fiscal year ended: Remainder of 2021 $ 25 $ 156 $ 40 $ 80 $ 63 $ 8 $ 372 2022 37 — 11 28 21 5 102 2023 24 — — — 1 4 29 2024 17 — — — — 2 19 2025 12 — — — — 1 13 2026 and thereafter 10 — — — — — 10 Total $ 125 $ 156 $ 51 $ 108 $ 85 $ 20 $ 545 ____________ (1) For composition of “Other” see footnote (1) above. |
Debt Obligations (Tables)
Debt Obligations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Changes in Debt Obligations | The following table presents the changes in the carrying amount of our debt obligations during the six months ended June 30, 2021: December 31, 2020 Additions Payments, Foreign Currency Translation and Accretion June 30, 2021 (in millions) Short-term debt - commercial paper $ — $ 1,819 $ (1,598) $ 221 Long-term debt: 4.25% senior unsecured notes due June 1, 2024 498 — — 498 1.75% senior unsecured notes due May 19, 2023 730 — (21) 709 3.85% senior unsecured notes due June 30, 2026 497 — — 497 1.75% senior unsecured notes due March 28, 2029 726 — (21) 705 0.875% senior unsecured notes due February 13, 2030 726 — (21) 705 3.25% senior unsecured notes due April 28, 2050 485 — 1 486 0.445% senior unsecured notes due December 21, 2022 597 — 1 598 1.650% senior unsecured notes due January 15, 2031 643 — — 643 2.500% senior unsecured notes due December 21, 2040 643 — — 643 $1.25 billion senior unsecured revolving credit facility due December 22, 2025 (4) 100 (100) (4) Total long-term debt 5,541 100 (161) 5,480 Total debt obligations $ 5,541 $ 1,919 $ (1,759) $ 5,701 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Share-Based Compensation Expense | The following table shows the total share-based compensation expense resulting from equity awards and the 15.0% discount for the ESPP for the three and six months ended June 30, 2021 and 2020, 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, 2021 2020 2021 2020 (in millions) Share-based compensation expense before income taxes $ 24 $ 23 $ 43 $ 40 Income tax benefit (6) (6) (12) (11) Share-based compensation expense after income taxes $ 18 $ 17 $ 31 $ 29 |
Summary of Restricted Stock Activity | The following table summarizes our restricted stock activity for the six months ended June 30, 2021: Restricted Stock Number of Awards Weighted-Average Grant Date Fair Value Unvested at January 1, 2021 1,639,051 $ 84.21 Granted 456,935 146.93 Vested (447,962) 78.36 Forfeited (52,090) 95.97 Unvested at June 30, 2021 1,595,934 $ 103.42 |
Summary of PSU Activity | The following table summarizes our PSU activity for the six months ended June 30, 2021: PSUs One-Year Program Three-Year Program Number of Awards Weighted-Average Grant Date Fair Value Number of Awards Weighted-Average Grant Date Fair Value Unvested at January 1, 2021 169,548 $ 83.33 809,989 $ 108.12 Granted (1) — — 340,718 166.77 Vested (17,337) 82.44 (392,727) 116.86 Forfeited (13,081) 82.89 (1,202) 128.85 Unvested at June 30, 2021 139,130 $ 83.48 756,778 $ 129.97 ____________ (1) Includes additional awards granted based on overachievement of performance parameters. Also includes target awards granted. |
Summary of Stock Option Activity | A summary of stock option activity for the six months ended June 30, 2021 is as follows: Number of Stock Options Weighted-Average Exercise Price Outstanding at January 1, 2021 293,353 $ 63.22 Exercised (1) (24,409) 25.28 Forfeited (1) (127) 25.28 Outstanding and exercisable at June 30, 2021 268,817 $ 66.68 ____________ |
Nasdaq Stockholders_ Equity (Ta
Nasdaq Stockholders’ Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock in Treasury | The following is a summary of our share repurchase activity, reported based on settlement date, for the six months ended June 30, 2021: Six Months Ended June 30, 2021 Number of shares of common stock repurchased (1) 2,623,551 Average price paid per share $ 156.11 Total purchase price (in millions) $ 410 ____________ (1) Excludes shares withheld upon vesting of restricted stock and PSUs of 324,072 for the six months ended June 30, 2021. |
Schedule of Dividends Declared | During the first six months of 2021, our board of directors declared the following cash dividends: Declaration Date Dividend Per Record Date Total Amount Paid Payment Date (in millions) January 27, 2021 $ 0.49 March 12, 2021 $ 81 March 26, 2021 April 21, 2021 0.54 June 11, 2021 88 June 25, 2021 $ 169 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: (in millions, except share and per share amounts) Net income attributable to common shareholders $ 341 $ 241 $ 639 $ 444 Denominator: Weighted-average common shares outstanding for basic earnings per share 164,085,819 164,098,789 164,395,991 164,481,173 Weighted-average effect of dilutive securities: Employee equity awards (1) 2,352,338 1,974,565 2,367,405 1,943,503 Weighted-average common shares outstanding for diluted earnings per share 166,438,157 166,073,354 166,763,396 166,424,676 Basic and diluted earnings per share: Basic earnings per share $ 2.08 $ 1.47 $ 3.89 $ 2.70 Diluted earnings per share $ 2.05 $ 1.45 $ 3.83 $ 2.67 ____________ (1) PSUs, which are considered contingently issuable, are included in the computation of dilutive earnings per share on a weighted average basis when management determines that the applicable performance criteria would have been met if the performance period ended as of the date of the relevant computation. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets Measured at Fair Value on Recurring Basis | The following tables present our financial assets and financial liabilities that were measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020. June 30, 2021 December 31, 2020 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 (in millions) (in millions) Assets at Fair Value European government debt securities $ 149 $ 149 $ — $ — $ 156 $ 156 $ — $ — Corporate debt securities — — — — 2 — 2 — State owned enterprises and municipal securities — — — — 15 — 15 — Swedish mortgage bonds 22 — 22 — 22 — 22 — Time deposits 64 — 64 — — — — — Total assets at fair value $ 235 $ 149 $ 86 $ — $ 195 $ 156 $ 39 $ — |
Clearing Operations (Tables)
Clearing Operations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Due to and from Broker-Dealers and Clearing Organizations [Abstract] | |
Schedule of Clearing Member Default Fund Contributions | As of June 30, 2021, clearing member default fund contributions and margin deposits were as follows: June 30, 2021 Cash Contributions Non-Cash Contributions Total Contributions (in millions) Default fund contributions $ 552 $ 144 $ 696 Margin deposits 3,027 7,611 10,638 Total $ 3,579 $ 7,755 $ 11,334 Nasdaq Clearing has invested the total cash contributions of $3,579 million as of June 30, 2021 and $3,942 million as of December 31, 2020, in accordance with its investment policy as follows: June 30, 2021 December 31, 2020 (in millions) Demand deposits $ 2,026 $ 2,086 Central bank certificates 748 1,111 European government debt securities 359 470 Reverse repurchase agreements 258 180 Multilateral development bank debt securities 188 95 Total $ 3,579 $ 3,942 |
Schedule of Derivative Contracts Outstanding | The following table includes the market value of derivative contracts outstanding prior to netting: June 30, 2021 (in millions) Commodity and seafood options, futures and forwards (1)(2)(3) $ 113 Fixed-income options and futures (1)(2) 428 Stock options and futures (1)(2) 180 Index options and futures (1)(2) 111 Total $ 832 ____________ (1) 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. (2) We determined the fair value of our futures contracts based upon quoted market prices and average quoted market yields. (3) We determined the fair value of our forward contracts using standard valuation models that were based on market-based observable inputs including benchmark rates and the spot price of the underlying instrument. |
Schedule of Derivative Contracts Cleared | The following table includes the total number of derivative contracts cleared through Nasdaq Clearing for the six months ended June 30, 2021 and 2020: June 30, 2021 June 30, 2020 Commodity and seafood options, futures and forwards (1) 312,002 348,487 Fixed-income options and futures 12,185,338 11,674,517 Stock options and futures 10,607,666 10,376,083 Index options and futures 17,970,912 30,327,232 Total 41,075,918 52,726,319 ____________ (1) The total volume in cleared power related to commodity contracts was 456 Terawatt hours (TWh) for the six months ended June 30, 2021 and 475 TWh for the six months ended June 30, 2020. |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of Balance Sheet Information | The following table provides supplemental balance sheet information related to Nasdaq's operating leases: Leases Balance Sheet Classification June 30, 2021 December 31, 2020 (in millions) Assets: Operating lease assets Operating lease assets $ 383 $ 381 Liabilities: Current lease liabilities Other current liabilities $ 43 $ 46 Non-current lease liabilities Operating lease liabilities 397 389 Total lease liabilities $ 440 $ 435 |
Lease Cost, Lease Term and Discount Rate | The following table summarizes Nasdaq's lease cost: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in millions) Operating lease cost (1) $ 21 $ 21 $ 44 $ 41 Variable lease cost 6 6 13 12 Sublease income (1) (1) (2) (2) Total lease cost $ 26 $ 26 $ 55 $ 51 ____________ (1) Includes short-term lease cost, which was immaterial. The following table provides information related to Nasdaq's lease term and discount rate: June 30, 2021 Weighted-average remaining lease term (in years) 11.5 Weighted-average discount rate 4.0 % The following table provides supplemental cash flow information related to Nasdaq's operating leases: Six Months End June 30, 2021 2020 (in millions) Cash paid for amounts included in the measurement of operating lease liabilities $ 37 $ 39 Lease assets obtained in exchange for new operating lease liabilities $ 35 $ 94 |
Schedule of Operating Lease Liabilities | The following table reconciles the undiscounted cash flows for ea ch of the first five years and total of the remaining years to the operating lease liabilities recorded in our Condensed Consolidated Balance Sheets. June 30, 2021 (in millions) Remainder of 2021 $ 29 2022 60 2023 56 2024 50 2025 36 2026 and thereafter 327 Total lease payments 558 Less: interest (1) (118) Present value of lease liabilities (2) $ 440 ____________ (1) Calculated using the interest rate for each lease. (2) Includes the current portion of $43 million. |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision and Effective Tax Rate | The following table shows our income tax provision and effective tax rate: Three Months Ended June 30, 2021 2020 (in millions) Income tax provision $ 113 $ 75 Effective tax rate 24.9 % 23.7 % Six Months Ended June 30, 2021 2020 (in millions) Income tax provision $ 210 $ 145 Effective tax rate 24.7 % 24.6 % |
Business Segments (Tables)
Business Segments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Operating Segments | The following table presents certain information regarding our business segments for the three and six months ended June 30, 2021 and 2020: Market Services Corporate Platforms Investment Intelligence Market Technology Corporate Items Consolidated (in millions) Three Months Ended June 30, 2021 Total revenues $ 878 $ 154 $ 263 $ 117 $ — $ 1,412 Transaction-based expenses (566) — — — — (566) Revenues less transaction-based expenses 312 154 263 117 — 846 Operating income (loss) 202 65 170 17 (78) 376 Three Months Ended June 30, 2020 Total revenues $ 975 $ 126 $ 213 $ 84 $ — $ 1,398 Transaction-based expenses (699) — — — — (699) Revenues less transaction-based expenses 276 126 213 84 — 699 Operating income (loss) 176 49 132 15 (57) 315 Six Months Ended June 30, 2021 Total revenues $ 2,017 $ 309 $ 521 $ 217 $ — $ 3,064 Transaction-based expenses (1,367) — — — — (1,367) Revenues less transaction-based expenses 650 309 521 217 — 1,697 Operating income (loss) 430 130 337 15 (171) 741 Six Months Ended June 30, 2020 Total revenues $ 1,908 $ 254 $ 424 $ 165 $ — $ 2,751 Transaction-based expenses (1,351) — — — — (1,351) Revenues less transaction-based expenses 557 254 424 165 — 1,400 Operating income (loss) 354 94 266 23 (147) 590 |
Schedule of Corporate Items | A summary of our Corporate Items is as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in millions) Expenses: Amortization expense of acquired intangible assets $ 40 $ 26 $ 76 $ 50 Merger and strategic initiatives expense 12 4 57 10 Restructuring charges 21 13 31 25 Extinguishment of debt — — — 36 Charitable donations — 12 — 17 Other 5 2 7 9 Total expenses 78 57 171 147 Operating loss $ (78) $ (57) $ (171) $ (147) |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Charges | The following table presents a summary of the 2019 restructuring plan charges in the Condensed Consolidated Statements of Income for the three and six months ended June 30, 2021 and 2020 which primarily consisted of consulting services, asset impairment charges primarily related to capitalized software that was retired, and accelerated depreciation expense on certain assets as a result of a decrease in their useful life. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in millions) Asset impairment charges and accelerated depreciation expense $ 3 $ 5 $ 4 $ 8 Consulting services 14 6 19 9 Contract terminations — 1 — 3 Severance and employee-related costs 1 1 1 2 Other 3 — 7 3 Total restructuring charges $ 21 $ 13 $ 31 $ 25 |
Organization and Nature of Op_2
Organization and Nature of Operations - Narrative (Details) $ in Billions | 6 Months Ended |
Jun. 30, 2021USD ($)marketplaceexchangecompanyexchangeTradedProductcorporateBondsegmentcountry | |
Organization And Basis Of Presentation [Line Items] | |
Number of operating segments (in segments) | segment | 4 |
Number of option exchanges (in exchanges) | exchange | 6 |
Number of equity exchanges (in exchanges) | exchange | 3 |
Number of corporate bonds listed (in corporate bonds) | corporateBond | 104 |
Corporate Platforms | UNITED STATES | |
Organization And Basis Of Presentation [Line Items] | |
Total number of listings on The Nasdaq Stock Market (in companies) | company | 3,817 |
ETPs and other listings listed on Nasdaq Stock Market (in companies) | company | 419 |
Approximate combined market capitalization | $ | $ 25,800 |
Corporate Platforms | Europe | |
Organization And Basis Of Presentation [Line Items] | |
Approximate combined market capitalization | $ | $ 2,400 |
Total number of listed companies within Nordic and Baltic exchanges (in companies) | company | 1,152 |
Market Technology | |
Organization And Basis Of Presentation [Line Items] | |
Number of countries services are provided (in countries) | country | 55 |
Number of exchanges (in marketplaces) | marketplace | 130 |
Investment Intelligence | |
Organization And Basis Of Presentation [Line Items] | |
Number of exchange traded products licensed to Nasdaq's Indexes (in exchange traded products) | exchangeTradedProduct | 359 |
Number of countries services are provided (in countries) | country | 30 |
Assets management value | $ | $ 415 |
Basis of Presentation and Pri_3
Basis of Presentation and Principles of Consolidation - Narrative (Details) | Jul. 31, 2021 | Jun. 30, 2021 | May 31, 2016 |
0.900% senior unsecured notes due 2033 | Senior Notes | Subsequent Event | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Stated rate | 0.90% | ||
1.75% senior unsecured notes due May 19, 2023 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Stated rate | 1.75% | ||
1.75% senior unsecured notes due May 19, 2023 | Senior Notes | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Stated rate | 1.75% |
Revenue From Contracts With C_3
Revenue From Contracts With Customers (Revenue by Product, Service and Segment) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | $ 846 | $ 699 | $ 1,697 | $ 1,400 |
Transaction-based trading and clearing, net | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 230 | 203 | 488 | 412 |
Trade management services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 82 | 73 | 162 | 145 |
Listing services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 98 | 74 | 197 | 149 |
IR & ESG Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 56 | 52 | 112 | 105 |
Market data | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 106 | 101 | 214 | 198 |
Index | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 107 | 68 | 209 | 141 |
Analytics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 50 | 44 | 98 | 85 |
Anti Financial Crime Technology | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 62 | 33 | 109 | 63 |
Marketplace Infrastructure Technology | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 55 | 51 | 108 | 102 |
Operating Segments | Market Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 312 | 276 | 650 | 557 |
Operating Segments | Corporate Platforms | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 154 | 126 | 309 | 254 |
Operating Segments | Investment Intelligence | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 263 | 213 | 521 | 424 |
Operating Segments | Market Technology | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 117 | 84 | 217 | 165 |
Operating Segments | Transaction-based trading and clearing, net | Market Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 230 | 203 | 488 | 412 |
Operating Segments | Transaction-based trading and clearing, net | Corporate Platforms | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | Transaction-based trading and clearing, net | Investment Intelligence | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | Transaction-based trading and clearing, net | Market Technology | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | Trade management services | Market Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 82 | 73 | 162 | 145 |
Operating Segments | Trade management services | Corporate Platforms | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | Trade management services | Investment Intelligence | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | Trade management services | Market Technology | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | Listing services | Market Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | Listing services | Corporate Platforms | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 98 | 74 | 197 | 149 |
Operating Segments | Listing services | Investment Intelligence | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | Listing services | Market Technology | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | IR & ESG Services | Market Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | IR & ESG Services | Corporate Platforms | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 56 | 52 | 112 | 105 |
Operating Segments | IR & ESG Services | Investment Intelligence | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | IR & ESG Services | Market Technology | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | Market data | Market Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | Market data | Corporate Platforms | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | Market data | Investment Intelligence | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 106 | 101 | 214 | 198 |
Operating Segments | Market data | Market Technology | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | Index | Market Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | Index | Corporate Platforms | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | Index | Investment Intelligence | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 107 | 68 | 209 | 141 |
Operating Segments | Index | Market Technology | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | Analytics | Market Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | Analytics | Corporate Platforms | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | Analytics | Investment Intelligence | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 50 | 44 | 98 | 85 |
Operating Segments | Analytics | Market Technology | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | Anti Financial Crime Technology | Market Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | Anti Financial Crime Technology | Corporate Platforms | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | Anti Financial Crime Technology | Investment Intelligence | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | Anti Financial Crime Technology | Market Technology | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 62 | 33 | 109 | 63 |
Operating Segments | Marketplace Infrastructure Technology | Market Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | Marketplace Infrastructure Technology | Corporate Platforms | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | Marketplace Infrastructure Technology | Investment Intelligence | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating Segments | Marketplace Infrastructure Technology | Market Technology | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues less transaction-based expenses | $ 55 | $ 51 | $ 108 | $ 102 |
Revenue From Contracts With C_4
Revenue From Contracts With Customers (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Allowance for doubtful accounts | $ 18 | $ 18 | $ 21 | ||
Market Services | Services transferred at a point in time | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Revenue recognized (percentage) | 70.80% | 70.70% | 72.10% | 71.00% | |
Market Services | Services transferred over time | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Revenue recognized (percentage) | 29.20% | 29.30% | 27.90% | 29.00% |
Revenue From Contracts With C_5
Revenue From Contracts With Customers (Remaining Performance Obligation) (Details) - Market Technology $ in Millions | Jun. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 814 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 160 |
Revenue, remaining performance obligation, period | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 265 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 112 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 84 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 65 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 128 |
Revenue, remaining performance obligation, period |
Acquisitions and Divestiture (2
Acquisitions and Divestiture (2021 Divestiture) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | ||||||
Net gain on divestiture of business | $ 84,000,000 | $ 0 | $ 84,000,000 | $ 0 | ||
eSpeed | ||||||
Business Acquisition [Line Items] | ||||||
Contingent future issuance of common stock (in shares) | 992,247 | |||||
Revenue required to trigger annual issuance of Nasdaq common stock | $ 25,000,000 | |||||
eSpeed | Common stock | ||||||
Business Acquisition [Line Items] | ||||||
Contingent future issuance of common stock (in shares) | 6,200,000 | |||||
Discontinued Operations, Disposed of by Sale | U.S. Fixed Income business | ||||||
Business Acquisition [Line Items] | ||||||
Gain on disposition of business, before taxes | $ 84,000,000 |
Acquisitions and Divestiture _2
Acquisitions and Divestiture (2021 Acquisition) (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Feb. 28, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 8,585 | $ 6,850 | |
Verafin | |||
Business Acquisition [Line Items] | |||
Purchase Consideration | $ 2,651 | ||
Total Net Liabilities Acquired | (46) | ||
Acquired Intangible Assets | 815 | ||
Goodwill | $ 1,882 |
Acquisitions and Divestiture (A
Acquisitions and Divestiture (Acquisition of Verafin) (Details) - Verafin - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | |
Feb. 28, 2021 | Jan. 31, 2021 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | |||
Purchase consideration | $ 2,750 | ||
Pre-paid employment expense | $ 102 | ||
Pre-paid employment expense, vesting period | 3 years | ||
Measurement period adjustment | $ 9 | ||
Customer Relationships | |||
Business Acquisition [Line Items] | |||
Amortization period of intangible assets for tax purposes | 20 years |
Acquisitions and Divestiture (I
Acquisitions and Divestiture (Intangible Assets) (Details) - Verafin $ in Millions | 1 Months Ended |
Feb. 28, 2021USD ($) | |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |
Intangible asset value (in millions) | $ 815 |
Customer Relationships | |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |
Intangible asset value (in millions) | $ 532 |
Estimated average useful life | 22 years |
Customer Relationships | Discount rate used | |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |
Discount rate used | 0.075 |
Technology | |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |
Intangible asset value (in millions) | $ 246 |
Estimated average useful life | 7 years |
Technology | Discount rate used | |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |
Discount rate used | 0.075 |
Trade Name | |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |
Intangible asset value (in millions) | $ 37 |
Estimated average useful life | 20 years |
Trade Name | Discount rate used | |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |
Discount rate used | 0.075 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets (Schedule of Changes in Goodwill) (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Goodwill [Roll Forward] | |
Balance at beginning of period | $ 6,850 |
Goodwill acquired | 1,888 |
Divestiture of business | (60) |
Other adjustments | (93) |
Balance at end of period | 8,585 |
Market Services | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 3,519 |
Goodwill acquired | 15 |
Divestiture of business | (37) |
Other adjustments | (54) |
Balance at end of period | 3,443 |
Corporate Platforms | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 481 |
Goodwill acquired | 0 |
Divestiture of business | 0 |
Other adjustments | (4) |
Balance at end of period | 477 |
Investment Intelligence | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 2,541 |
Goodwill acquired | 0 |
Divestiture of business | (23) |
Other adjustments | (38) |
Balance at end of period | 2,480 |
Market Technology | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 309 |
Goodwill acquired | 1,873 |
Divestiture of business | 0 |
Other adjustments | 3 |
Balance at end of period | $ 2,185 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Indefinite-lived Intangible Assets [Line Items] | |||||
Goodwill, impairment loss | $ 0 | $ 0 | $ 0 | $ 0 | |
Amortization expense of acquired intangible assets | 40,000,000 | $ 26,000,000 | 76,000,000 | $ 50,000,000 | |
Finite-lived intangible assets, net | 1,674,000,000 | 1,674,000,000 | $ 969,000,000 | ||
Verafin | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Amount of goodwill expected to be deductible for tax purposes | 1,900,000,000 | 1,900,000,000 | |||
Foreign currency translation adjustment | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, net | $ (51,000,000) | $ (51,000,000) | $ (46,000,000) |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets (Finite-Lived and Indefinite-Lived Intangible Assets) (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 2,309 | $ 1,589 |
Accumulated Amortization | (635) | (620) |
Net Amount | 1,674 | 969 |
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 1,269 | 1,286 |
Total intangible assets | 3,578 | 2,875 |
Intangible assets, net | 2,943 | 2,255 |
Exchange and clearing registrations | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 1,257 | 1,257 |
Trade names | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 121 | 121 |
Licenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 52 | 52 |
Foreign currency translation adjustment | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | (161) | (144) |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 317 | 76 |
Accumulated Amortization | (39) | (24) |
Net Amount | 278 | 52 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 2,049 | 1,599 |
Accumulated Amortization | (654) | (648) |
Net Amount | 1,395 | 951 |
Trade names and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 60 | 18 |
Accumulated Amortization | (8) | (6) |
Net Amount | 52 | 12 |
Foreign currency translation adjustment | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | (117) | (104) |
Accumulated Amortization | 66 | 58 |
Net Amount | $ (51) | $ (46) |
Goodwill and Acquired Intangi_6
Goodwill and Acquired Intangible Assets (Estimated Future Amortization Expense) (Details) $ in Millions | Jun. 30, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2021 | $ 83 |
2022 | 162 |
2023 | 159 |
2024 | 154 |
2025 | 151 |
2026 and thereafter | 1,016 |
Total | $ 1,725 |
Investments (Schedule of Invest
Investments (Schedule of Investments) (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Investments, Debt and Equity Securities [Abstract] | ||
Financial investments | $ 235 | $ 195 |
Equity method investments | 299 | 216 |
Equity securities | $ 60 | $ 60 |
Investments (Narrative) (Detail
Investments (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Investments, Debt and Securities [Line Items] | |||||
Net income from unconsolidated investees | $ 27 | $ 26 | $ 84 | $ 43 | |
OCC | |||||
Investments, Debt and Securities [Line Items] | |||||
Equity method investment, ownership percentage | 40.00% | 40.00% | 40.00% | 40.00% | |
Foreign Government Debt Securities | |||||
Investments, Debt and Securities [Line Items] | |||||
Trading securities | $ 167 | $ 167 | $ 175 |
Deferred Revenue (Changes in De
Deferred Revenue (Changes in Deferred Revenue) (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | $ 306 |
Deferred revenue billed in the current period, net of recognition | 405 |
Revenue recognized that was included in the beginning of the period | (164) |
Foreign currency translation adjustment | (2) |
Ending balance | 545 |
Initial Listing Revenues | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 91 |
Deferred revenue billed in the current period, net of recognition | 61 |
Revenue recognized that was included in the beginning of the period | (26) |
Foreign currency translation adjustment | (1) |
Ending balance | 125 |
Annual Listings Revenues | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 2 |
Deferred revenue billed in the current period, net of recognition | 155 |
Revenue recognized that was included in the beginning of the period | (1) |
Foreign currency translation adjustment | 0 |
Ending balance | 156 |
IR & ESG Services Revenues | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 46 |
Deferred revenue billed in the current period, net of recognition | 42 |
Revenue recognized that was included in the beginning of the period | (37) |
Foreign currency translation adjustment | 0 |
Ending balance | 51 |
Investment Intelligence Revenues | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 97 |
Deferred revenue billed in the current period, net of recognition | 64 |
Revenue recognized that was included in the beginning of the period | (53) |
Foreign currency translation adjustment | 0 |
Ending balance | 108 |
Market Technology Revenues | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 53 |
Deferred revenue billed in the current period, net of recognition | 73 |
Revenue recognized that was included in the beginning of the period | (40) |
Foreign currency translation adjustment | (1) |
Ending balance | 85 |
Other | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 17 |
Deferred revenue billed in the current period, net of recognition | 10 |
Revenue recognized that was included in the beginning of the period | (7) |
Foreign currency translation adjustment | 0 |
Ending balance | $ 20 |
Deferred Revenue (Estimated Def
Deferred Revenue (Estimated Deferred Revenue) (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Fiscal year ended: | ||
Remainder of 2021 | $ 372 | |
2022 | 102 | |
2023 | 29 | |
2024 | 19 | |
2025 | 13 | |
2026 and thereafter | 10 | |
Total | 545 | $ 306 |
Initial Listing Revenues | ||
Fiscal year ended: | ||
Remainder of 2021 | 25 | |
2022 | 37 | |
2023 | 24 | |
2024 | 17 | |
2025 | 12 | |
2026 and thereafter | 10 | |
Total | 125 | 91 |
Annual Listings Revenues | ||
Fiscal year ended: | ||
Remainder of 2021 | 156 | |
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 and thereafter | 0 | |
Total | 156 | 2 |
IR & ESG Services Revenues | ||
Fiscal year ended: | ||
Remainder of 2021 | 40 | |
2022 | 11 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 and thereafter | 0 | |
Total | 51 | 46 |
Investment Intelligence Revenues | ||
Fiscal year ended: | ||
Remainder of 2021 | 80 | |
2022 | 28 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 and thereafter | 0 | |
Total | 108 | 97 |
Market Technology Revenues | ||
Fiscal year ended: | ||
Remainder of 2021 | 63 | |
2022 | 21 | |
2023 | 1 | |
2024 | 0 | |
2025 | 0 | |
2026 and thereafter | 0 | |
Total | 85 | 53 |
Other | ||
Fiscal year ended: | ||
Remainder of 2021 | 8 | |
2022 | 5 | |
2023 | 4 | |
2024 | 2 | |
2025 | 1 | |
2026 and thereafter | 0 | |
Total | $ 20 | $ 17 |
Debt Obligations (Changes in De
Debt Obligations (Changes in Debt Obligations) (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||||
Feb. 28, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Apr. 30, 2020 | Apr. 30, 2019 | Jun. 30, 2016 | May 31, 2016 | May 31, 2014 | |
Changes in Long-Term Debt Obligations [Roll Forward] | ||||||||
Total long-term debt at beginning of period | $ 5,541,000,000 | |||||||
Additions | 100,000,000 | |||||||
Payments, Foreign Currency Translation and Accretion | (161,000,000) | |||||||
Total long-term debt at end of period | 5,480,000,000 | |||||||
Changes In Debt Obligations [Roll Forward] | ||||||||
Total debt obligations at beginning of period | 5,541,000,000 | |||||||
Additions | 1,919,000,000 | |||||||
Payments, Foreign Currency Translation and Accretion | (1,759,000,000) | |||||||
Total debt obligations at end of period | $ 5,701,000,000 | |||||||
4.25% senior unsecured notes due June 1, 2024 | ||||||||
Schedule of Debt [Line Items] | ||||||||
Stated rate | 4.25% | |||||||
1.75% senior unsecured notes due May 19, 2023 | ||||||||
Schedule of Debt [Line Items] | ||||||||
Stated rate | 1.75% | |||||||
3.85% senior unsecured notes due June 30, 2026 | ||||||||
Schedule of Debt [Line Items] | ||||||||
Stated rate | 3.85% | |||||||
1.75% senior unsecured notes due March 28, 2029 | ||||||||
Schedule of Debt [Line Items] | ||||||||
Stated rate | 1.75% | |||||||
0.875% senior unsecured notes due February 13, 2030 | ||||||||
Schedule of Debt [Line Items] | ||||||||
Stated rate | 0.875% | |||||||
3.25% senior unsecured notes due April 28, 2050 | ||||||||
Schedule of Debt [Line Items] | ||||||||
Stated rate | 3.25% | |||||||
Senior Notes | 4.25% senior unsecured notes due June 1, 2024 | ||||||||
Schedule of Debt [Line Items] | ||||||||
Stated rate | 4.25% | |||||||
Changes in Long-Term Debt Obligations [Roll Forward] | ||||||||
Long-term debt obligations at beginning of period | $ 498,000,000 | |||||||
Additions | 0 | |||||||
Payments, Foreign Currency Translation and Accretion | 0 | |||||||
Long-term debt obligations at end of period | 498,000,000 | |||||||
Senior Notes | 1.75% senior unsecured notes due May 19, 2023 | ||||||||
Schedule of Debt [Line Items] | ||||||||
Stated rate | 1.75% | |||||||
Changes in Long-Term Debt Obligations [Roll Forward] | ||||||||
Long-term debt obligations at beginning of period | 730,000,000 | |||||||
Additions | 0 | |||||||
Payments, Foreign Currency Translation and Accretion | (21,000,000) | |||||||
Long-term debt obligations at end of period | 709,000,000 | |||||||
Senior Notes | 3.85% senior unsecured notes due June 30, 2026 | ||||||||
Schedule of Debt [Line Items] | ||||||||
Stated rate | 3.85% | |||||||
Changes in Long-Term Debt Obligations [Roll Forward] | ||||||||
Long-term debt obligations at beginning of period | 497,000,000 | |||||||
Additions | 0 | |||||||
Payments, Foreign Currency Translation and Accretion | 0 | |||||||
Long-term debt obligations at end of period | 497,000,000 | |||||||
Senior Notes | 1.75% senior unsecured notes due March 28, 2029 | ||||||||
Schedule of Debt [Line Items] | ||||||||
Stated rate | 1.75% | |||||||
Changes in Long-Term Debt Obligations [Roll Forward] | ||||||||
Long-term debt obligations at beginning of period | 726,000,000 | |||||||
Additions | 0 | |||||||
Payments, Foreign Currency Translation and Accretion | (21,000,000) | |||||||
Long-term debt obligations at end of period | 705,000,000 | |||||||
Senior Notes | 0.875% senior unsecured notes due February 13, 2030 | ||||||||
Changes in Long-Term Debt Obligations [Roll Forward] | ||||||||
Long-term debt obligations at beginning of period | 726,000,000 | |||||||
Additions | 0 | |||||||
Payments, Foreign Currency Translation and Accretion | (21,000,000) | |||||||
Long-term debt obligations at end of period | 705,000,000 | |||||||
Senior Notes | 3.25% senior unsecured notes due April 28, 2050 | ||||||||
Schedule of Debt [Line Items] | ||||||||
Stated rate | 3.25% | |||||||
Changes in Long-Term Debt Obligations [Roll Forward] | ||||||||
Long-term debt obligations at beginning of period | 485,000,000 | |||||||
Additions | 0 | |||||||
Payments, Foreign Currency Translation and Accretion | 1,000,000 | |||||||
Long-term debt obligations at end of period | $ 486,000,000 | |||||||
Senior Notes | 0.445% senior unsecured notes due December 21, 2022 | ||||||||
Schedule of Debt [Line Items] | ||||||||
Stated rate | 0.445% | |||||||
Changes in Long-Term Debt Obligations [Roll Forward] | ||||||||
Long-term debt obligations at beginning of period | $ 597,000,000 | |||||||
Additions | 0 | |||||||
Payments, Foreign Currency Translation and Accretion | 1,000,000 | |||||||
Long-term debt obligations at end of period | $ 598,000,000 | |||||||
Senior Notes | 1.650% senior unsecured notes due January 15, 2031 | ||||||||
Schedule of Debt [Line Items] | ||||||||
Stated rate | 1.65% | |||||||
Changes in Long-Term Debt Obligations [Roll Forward] | ||||||||
Long-term debt obligations at beginning of period | $ 643,000,000 | |||||||
Additions | 0 | |||||||
Payments, Foreign Currency Translation and Accretion | 0 | |||||||
Long-term debt obligations at end of period | $ 643,000,000 | |||||||
Senior Notes | 2.500% senior unsecured notes due December 21, 2040 | ||||||||
Schedule of Debt [Line Items] | ||||||||
Stated rate | 2.50% | |||||||
Changes in Long-Term Debt Obligations [Roll Forward] | ||||||||
Long-term debt obligations at beginning of period | $ 643,000,000 | |||||||
Additions | 0 | |||||||
Payments, Foreign Currency Translation and Accretion | 0 | |||||||
Long-term debt obligations at end of period | 643,000,000 | |||||||
$1.25 billion revolving credit facility | ||||||||
Changes in Long-Term Debt Obligations [Roll Forward] | ||||||||
Long-term debt obligations at beginning of period | (4,000,000) | |||||||
Additions | 100,000,000 | |||||||
Payments, Foreign Currency Translation and Accretion | (100,000,000) | |||||||
Long-term debt obligations at end of period | (4,000,000) | |||||||
Revolving Credit Facility | $1.25 billion revolving credit facility | ||||||||
Schedule of Debt [Line Items] | ||||||||
Facility borrowing capacity | 1,250,000,000 | $ 1,250,000,000 | ||||||
Short-term debt - commercial paper | ||||||||
Changes In Short-Term Debt Obligations [Roll Forward] | ||||||||
Short-term debt - commercial paper beginning balance | 0 | |||||||
Additions | $ 475,000,000 | 1,819,000,000 | ||||||
Payments, Foreign Currency Translation and Accretion | (1,598,000,000) | |||||||
Short-term debt - commercial paper ending balance | $ 221,000,000 |
Debt Obligations (Commercial Pa
Debt Obligations (Commercial Paper) (Details) - Commercial paper - USD ($) | 1 Months Ended | 6 Months Ended |
Feb. 28, 2021 | Jun. 30, 2021 | |
Short-term Debt [Line Items] | ||
Proceeds from short-term debt | $ 475,000,000 | $ 1,819,000,000 |
Weighted average interest rate | 0.21% | |
Minimum | ||
Short-term Debt [Line Items] | ||
Credit facility term | 35 days | |
Maximum | ||
Short-term Debt [Line Items] | ||
Credit facility term | 65 days | |
Weighted Average | ||
Short-term Debt [Line Items] | ||
Credit facility term | 20 days |
Debt Obligations (Senior Unsecu
Debt Obligations (Senior Unsecured Notes) (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Senior Notes | |
Debt Instrument [Line Items] | |
Aggregate principal amount purchased plus accrued and unpaid interest | 101.00% |
Debt Obligations (4.25% Senior
Debt Obligations (4.25% Senior Unsecured Notes) (Details) - 4.25% senior unsecured notes due June 1, 2024 | Jun. 30, 2021 | May 31, 2014 |
Debt Instrument [Line Items] | ||
Stated rate | 4.25% | |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Stated rate | 4.25% | |
Senior Notes | Maximum | ||
Debt Instrument [Line Items] | ||
Maximum interest rate on debt instrument | 6.25% |
Debt Obligations (1.75% Senior
Debt Obligations (1.75% Senior Unsecured Notes Due 2023) (Details) € in Millions, $ in Millions | 6 Months Ended | ||
Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | May 31, 2016EUR (€) | |
Debt Instrument [Line Items] | |||
Increase (decrease) in carrying amount | $ 161 | ||
1.75% senior unsecured notes due May 19, 2023 | |||
Debt Instrument [Line Items] | |||
Stated rate | 1.75% | ||
Senior Notes | 1.75% senior unsecured notes due May 19, 2023 | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount outstanding | $ 709 | $ 730 | € 600 |
Stated rate | 1.75% | ||
Increase (decrease) in carrying amount | $ 21 |
Debt Obligations (3.85% Senior
Debt Obligations (3.85% Senior Unsecured Notes) (Details) - 3.85% senior unsecured notes due June 30, 2026 | Jun. 30, 2021 | Jun. 30, 2016 |
Debt Instrument [Line Items] | ||
Stated rate | 3.85% | |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Stated rate | 3.85% | |
Senior Notes | Maximum | ||
Debt Instrument [Line Items] | ||
Maximum interest rate on debt instrument | 5.85% |
Debt Obligations (1.75% Senio_2
Debt Obligations (1.75% Senior Unsecured Notes Due 2029) (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Apr. 30, 2019 | |
Debt Instrument [Line Items] | ||
Increase (decrease) in carrying amount | $ 161 | |
1.75% senior unsecured notes due March 28, 2029 | ||
Debt Instrument [Line Items] | ||
Stated rate | 1.75% | |
Senior Notes | 1.75% senior unsecured notes due March 28, 2029 | ||
Debt Instrument [Line Items] | ||
Stated rate | 1.75% | |
Increase (decrease) in carrying amount | $ 21 | |
Senior Notes | 1.75% senior unsecured notes due March 28, 2029 | Maximum | ||
Debt Instrument [Line Items] | ||
Maximum interest rate on debt instrument | 3.75% |
Debt Obligations (0.875% Senior
Debt Obligations (0.875% Senior Unsecured Notes Due 2030) (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Feb. 29, 2020 | |
Debt Instrument [Line Items] | ||
Increase (decrease) in carrying amount | $ 161 | |
0.875% senior unsecured notes due February 13, 2030 | ||
Debt Instrument [Line Items] | ||
Stated rate | 0.875% | |
Senior Notes | 0.875% Senior Unsecured Notes Due 2030 | ||
Debt Instrument [Line Items] | ||
Stated rate | 0.875% | |
Senior Notes | 0.875% Senior Unsecured Notes Due 2030 | Maximum | ||
Debt Instrument [Line Items] | ||
Maximum interest rate on debt instrument | 1.875% | |
Senior Notes | 0.875% senior unsecured notes due February 13, 2030 | ||
Debt Instrument [Line Items] | ||
Increase (decrease) in carrying amount | $ 21 |
Debt Obligations (3.25% Senior
Debt Obligations (3.25% Senior Unsecured Notes Due 2050) (Details) - 3.25% senior unsecured notes due April 28, 2050 | Jun. 30, 2021 | Apr. 30, 2020 |
Debt Instrument [Line Items] | ||
Stated rate | 3.25% | |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Stated rate | 3.25% | |
Senior Notes | Maximum | ||
Debt Instrument [Line Items] | ||
Stated rate | 5.25% |
Debt Obligations (Senior Unse_2
Debt Obligations (Senior Unsecured Notes Due 2022, 2031 and 2040) (Details) - Senior Notes | Jun. 30, 2021 |
0.445% senior unsecured notes due December 21, 2022 | |
Debt Instrument [Line Items] | |
Stated rate | 0.445% |
0.445% senior unsecured notes due December 21, 2022 | Maximum | |
Debt Instrument [Line Items] | |
Maximum interest rate on debt instrument | 1.445% |
1.650% senior unsecured notes due January 15, 2031 | |
Debt Instrument [Line Items] | |
Stated rate | 1.65% |
1.650% senior unsecured notes due January 15, 2031 | Maximum | |
Debt Instrument [Line Items] | |
Maximum interest rate on debt instrument | 2.65% |
2.500% senior unsecured notes due December 21, 2040 | |
Debt Instrument [Line Items] | |
Stated rate | 2.50% |
2.500% senior unsecured notes due December 21, 2040 | Maximum | |
Debt Instrument [Line Items] | |
Maximum interest rate on debt instrument | 3.50% |
Debt Obligations (Credit Facili
Debt Obligations (Credit Facilities) (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
$1.25 billion revolving credit facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Utilized amount | $ 0 | |
Unamortized debt issuance expense | (4,000,000) | |
Revolving Credit Facility | $1.25 billion revolving credit facility | ||
Debt Instrument [Line Items] | ||
Credit facility, borrowing capacity | $ 1,250,000,000 | 1,250,000,000 |
Credit facility term | 5 years | |
Option to increase available aggregate amount | $ 625,000,000 | |
Revolving Credit Facility | $1.25 billion revolving credit facility | Minimum | ||
Debt Instrument [Line Items] | ||
Line of credit facility, commitment fee percentage | 0.125% | |
Revolving Credit Facility | $1.25 billion revolving credit facility | Maximum | ||
Debt Instrument [Line Items] | ||
Line of credit facility, commitment fee percentage | 0.35% | |
Revolving Credit Facility | $1 billion, five-year senior unsecured revolving credit facility | ||
Debt Instrument [Line Items] | ||
Remaining amount available | $ 1,029,000,000 | |
Revolving Credit Facility | $1 billion, five-year senior unsecured revolving credit facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Line of credit facility used for liquidity support | $ 221,000,000 |
Debt Obligations (0.900% Senior
Debt Obligations (0.900% Senior Unsecured Notes Due 2033) (Details) $ in Millions | 1 Months Ended | 6 Months Ended | |
Jul. 31, 2021USD ($) | Jun. 30, 2021USD ($) | Jul. 31, 2021EUR (€) | |
Debt Instrument [Line Items] | |||
Proceeds from issuance of debt | $ 1,919 | ||
0.900% senior unsecured notes due 2033 | Senior Notes | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Stated rate | 0.90% | ||
Principal amount | € | € 615,000,000 | ||
Proceeds from issuance of debt | $ 720 |
Debt Obligations (Other Credit
Debt Obligations (Other Credit Facilities) (Details) - Clearinghouse Credit Facilities - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Remaining amount available | $ 223,000,000 | $ 232,000,000 |
Utilized amount | $ 0 | $ 0 |
Retirement Plans (Narrative) (D
Retirement Plans (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Retirement Benefits [Abstract] | ||||
Employer contribution match, percent match | 100.00% | 100.00% | ||
Employer contribution match, percentage of employee contribution | 6.00% | 6.00% | ||
Defined contributions plan expense | $ 3 | $ 3 | $ 7 | $ 7 |
Cost or expenses included in compensation and benefit expense | $ 7 | $ 6 | $ 13 | $ 11 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($)$ / sharespeerGroupshares | Mar. 31, 2021shares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2021USD ($)program$ / sharespeerGroupshares | Jun. 30, 2020USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock shares reserved for future issuance (in shares) | shares | 9,400,000 | 9,400,000 | |||
Granted (in shares) | shares | 0 | ||||
Stock option exercises, net (in shares) | shares | 0 | 28,069 | 24,409 | 55,265 | |
Forfeited (in shares) | shares | 0 | 127 | |||
Net cash proceeds from the exercise of stock options | $ 1 | $ 1 | $ 1 | ||
Outstanding, aggregate intrinsic value | $ 29 | $ 29 | |||
Weighted-average remaining contractual term, Outstanding (in years) | 5 years 6 months | ||||
Stock options, exercisable (in shares) | shares | 268,817 | 300,000 | 268,817 | 300,000 | |
Options exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 66.68 | $ 59.69 | $ 66.68 | $ 59.69 | |
Total pre-tax intrinsic value of stock options exercised | $ 3 | $ 3 | $ 5 | ||
Share based compensation expense | $ 24 | $ 23 | $ 43 | $ 40 | |
Commercial Paper and Letter Of Credit | Clearinghouse Credit Facilities | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share price (in dollars per share) | $ / shares | $ 175.80 | $ 175.80 | |||
Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Discount from market price (as a percent) | 15.00% | 15.00% | 15.00% | 15.00% | |
Common stock shares reserved for future issuance (in shares) | shares | 4,300,000 | 4,300,000 | |||
Maximum percentage of shares purchased from annual compensation | 10.00% | ||||
Discount given to employees (as a percent) | 15.00% | ||||
Share based compensation expense | $ 3 | $ 2 | $ 5 | $ 3 | |
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total unrecognized compensation cost | 94 | $ 94 | |||
Weighted-average period unrecognized compensation cost is expected to be recognized, in years | 2 years | ||||
PSUs | One-Year Program | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total unrecognized compensation cost | 2 | $ 2 | |||
Weighted-average period unrecognized compensation cost is expected to be recognized, in years | 1 year 2 months 12 days | ||||
Expiration period of PSU program | 1 year | ||||
Percentage of target amount granted, minimum | 0.00% | ||||
Percentage of target amount granted, maximum | 150.00% | ||||
PSUs | Three-Year Program | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total unrecognized compensation cost | $ 54 | $ 54 | |||
Weighted-average period unrecognized compensation cost is expected to be recognized, in years | 1 year 7 months 6 days | ||||
Expiration period of PSU program | 3 years | ||||
Performance period | 3 years | ||||
Number of peer groups (in peer groups) | peerGroup | 2 | 2 | |||
Performance-based long-term incentive program weighted percentage | 50.00% | ||||
Minimum payout (as a percent) | 0.00% | ||||
Maximum payout (as a percent) | 200.00% | ||||
Additional units granted above target (in shares) | shares | 150,290 | ||||
PSUs | Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of performance-based programs (in programs) | program | 2 | ||||
PSUs, Negative TSR | Three-Year Program | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum payout (as a percent) | 100.00% | ||||
First Anniversary | Restricted Stock | Below Manager Level | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage (as a percent) | 33.30% | ||||
Second Anniversary | Restricted Stock | Below Manager Level | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage (as a percent) | 33.30% | ||||
Second Anniversary | Restricted Stock | At or Above Manager Level | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage (as a percent) | 33.30% | ||||
Third Anniversary | Restricted Stock | Below Manager Level | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage (as a percent) | 33.30% | ||||
Third Anniversary | Restricted Stock | At or Above Manager Level | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage (as a percent) | 33.30% | ||||
Fourth Anniversary | Restricted Stock | At or Above Manager Level | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage (as a percent) | 33.30% |
Share-Based Compensation (Summa
Share-Based Compensation (Summary of Share-Based Compensation Expense) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | ||||
Share-based compensation expense before income taxes | $ 24 | $ 23 | $ 43 | $ 40 |
Income tax benefit | (6) | (6) | (12) | (11) |
Share-based compensation expense after income taxes | $ 18 | $ 17 | $ 31 | $ 29 |
Share-Based Compensation (Sum_2
Share-Based Compensation (Summary of Restricted Stock Activity) (Details) - $ / shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Weighted-Average Grant Date Fair Value | ||
Granted (in shares) | 0 | |
Restricted Stock | ||
Number of Awards | ||
Unvested balances at beginning of period (in shares) | 1,639,051 | |
Granted (in shares) | 456,935 | |
Vested (in shares) | (447,962) | |
Forfeited (in shares) | (52,090) | |
Unvested balances at end of period (in shares) | 1,595,934 | 1,595,934 |
Weighted-Average Grant Date Fair Value | ||
Unvested balances at beginning of period (in dollars per share) | $ 84.21 | |
Granted (in dollars per share) | 146.93 | |
Vested (in dollars per share) | 78.36 | |
Forfeited (in dollars per share) | 95.97 | |
Unvested balances at end of period (in dollars per share) | $ 103.42 | $ 103.42 |
Share-Based Compensation (Sum_3
Share-Based Compensation (Summary of PSU Activity) (Details) - PSUs | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
One-Year Program | |
Number of Awards | |
Unvested balances at beginning of period (in shares) | shares | 169,548 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (17,337) |
Forfeited (in shares) | shares | (13,081) |
Unvested balances at end of period (in shares) | shares | 139,130 |
Weighted-Average Grant Date Fair Value | |
Unvested balances at beginning of period (in dollars per share) | $ / shares | $ 83.33 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 82.44 |
Forfeited (in dollars per share) | $ / shares | 82.89 |
Unvested balances at end of period (in dollars per share) | $ / shares | $ 83.48 |
Three-Year Program | |
Number of Awards | |
Unvested balances at beginning of period (in shares) | shares | 809,989 |
Granted (in shares) | shares | 340,718 |
Vested (in shares) | shares | (392,727) |
Forfeited (in shares) | shares | (1,202) |
Unvested balances at end of period (in shares) | shares | 756,778 |
Weighted-Average Grant Date Fair Value | |
Unvested balances at beginning of period (in dollars per share) | $ / shares | $ 108.12 |
Granted (in dollars per share) | $ / shares | 166.77 |
Vested (in dollars per share) | $ / shares | 116.86 |
Forfeited (in dollars per share) | $ / shares | 128.85 |
Unvested balances at end of period (in dollars per share) | $ / shares | $ 129.97 |
Share-Based Compensation (Sum_4
Share-Based Compensation (Summary of Stock Option Activity) (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Number of Stock Options | ||||
Outstanding at beginning of period (in shares) | 293,353 | |||
Exercised (in shares) | 0 | (28,069) | (24,409) | (55,265) |
Forfeited (in shares) | 0 | (127) | ||
Outstanding at end of period (in shares) | 268,817 | 268,817 | ||
Exercisable (in shares) | 268,817 | 300,000 | 268,817 | 300,000 |
Weighted-Average Exercise Price | ||||
Weighted average exercise price, outstanding, beginning of period (in dollars per share) | $ 63.22 | |||
Exercised (in dollars per share) | 25.28 | |||
Forfeited (in dollars per share) | 25.28 | |||
Weighted average exercise price, outstanding, end of period (in dollars per share) | $ 66.68 | 66.68 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $ 66.68 | $ 59.69 | $ 66.68 | $ 59.69 |
Nasdaq Stockholders' Equity (Na
Nasdaq Stockholders' Equity (Narrative) (Details) $ / shares in Units, $ in Millions | Jul. 21, 2021USD ($)shares | Jul. 31, 2021USD ($)$ / shares | Jun. 30, 2021USD ($)vote$ / sharesshares | Jun. 30, 2020$ / shares | Jun. 30, 2021USD ($)vote$ / sharesshares | Jun. 30, 2020$ / shares | Dec. 31, 2020vote$ / sharesshares |
Stockholders Equity [Line Items] | |||||||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | ||||
Common stock, shares issued (in shares) | 175,896,791 | 175,896,791 | 171,278,761 | ||||
Common stock, shares outstanding (in shares) | 169,227,636 | 169,227,636 | 164,933,678 | ||||
Common stock (in votes per share) | vote | 1 | 1 | 1 | ||||
Common stock holder voting rights, maximum percentage of the then-outstanding shares of Nasdaq common stock | 5.00% | 5.00% | 5.00% | ||||
Common stock in treasury (in shares) | 6,669,155 | 6,669,155 | 6,345,083 | ||||
Authorized amount under share repurchase program | $ | $ 1,460 | $ 1,460 | |||||
Number of shares of common stock repurchased (in shares) | 2,623,551 | ||||||
Additional amount under stock repurchase program | $ | $ 1,500 | $ 1,500 | |||||
Preferred stock, shares authorized (in shares) | 30,000,000 | 30,000,000 | 30,000,000 | ||||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | ||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | ||||
Payments of dividends | $ | $ 169 | ||||||
Cash dividends declared per common share (in dollars per share) | $ / shares | $ 0.54 | $ 0.49 | $ 1.03 | $ 0.96 | |||
Dividends declared | $ | $ 169 | ||||||
Subsequent Event | |||||||
Stockholders Equity [Line Items] | |||||||
Cash dividends declared per common share (in dollars per share) | $ / shares | $ 0.54 | ||||||
Dividends declared | $ | $ 91 | ||||||
Other Repurchases of Common Stock | |||||||
Stockholders Equity [Line Items] | |||||||
Number of shares of common stock repurchased (in shares) | 324,072 | ||||||
Common stock | Subsequent Event | ASR | |||||||
Stockholders Equity [Line Items] | |||||||
Authorized amount under share repurchase program | $ | $ 475 | ||||||
Number of shares of common stock repurchased (in shares) | 2,039,940 |
Nasdaq Stockholders' Equity (Co
Nasdaq Stockholders' Equity (Common Stock in Treasury) (Details) $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Equity [Abstract] | |
Number of shares of common stock repurchased (in shares) | shares | 2,623,551 |
Average price paid per share (in dollars per share) | $ / shares | $ 156.11 |
Total purchase price (in millions) | $ | $ 410 |
Nasdaq Stockholders' Equity (Sc
Nasdaq Stockholders' Equity (Schedule of Dividends Declared) (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 11, 2021 | Apr. 21, 2021 | Mar. 12, 2021 | Jan. 27, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Dividends Payable [Line Items] | ||||||||
Dividend Per Common Share (in dollars per share) | $ 0.54 | $ 0.49 | $ 1.03 | $ 0.96 | ||||
Total Amount Paid | $ 169 | |||||||
Dividend Declaration Date First Quarter | ||||||||
Dividends Payable [Line Items] | ||||||||
Dividend Per Common Share (in dollars per share) | $ 0.49 | |||||||
Total Amount Paid | $ 81 | |||||||
Dividend Declaration Date Second Quarter | ||||||||
Dividends Payable [Line Items] | ||||||||
Dividend Per Common Share (in dollars per share) | $ 0.54 | |||||||
Total Amount Paid | $ 88 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||
Net income attributable to common shareholders | $ 341 | $ 241 | $ 639 | $ 444 |
Denominator: | ||||
Weighted-average common shares outstanding for basic earnings per share (in shares) | 164,085,819 | 164,098,789 | 164,395,991 | 164,481,173 |
Weighted-average effect of dilutive securities: | ||||
Employee equity awards (in shares) | 2,352,338 | 1,974,565 | 2,367,405 | 1,943,503 |
Weighted-average common shares outstanding for diluted earnings per share (in shares) | 166,438,157 | 166,073,354 | 166,763,396 | 166,424,676 |
Basic and diluted earnings per share: | ||||
Basic earnings per share (in dollars per share) | $ 2.08 | $ 1.47 | $ 3.89 | $ 2.70 |
Diluted earnings per share (in dollars per share) | $ 2.05 | $ 1.45 | $ 3.83 | $ 2.67 |
Securities excluded from the computation of diluted earnings per share (in shares) | 0 | 0 | 0 | 0 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis) (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Securities [Abstract] | ||
Financial investments | $ 235 | $ 195 |
Fair Value, Measurements, Recurring | ||
Debt Securities [Abstract] | ||
Financial investments | 235 | 195 |
Fair Value, Measurements, Recurring | European government debt securities | ||
Debt Securities [Abstract] | ||
Financial investments | 149 | 156 |
Fair Value, Measurements, Recurring | Corporate debt securities | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 2 |
Fair Value, Measurements, Recurring | State owned enterprises and municipal securities | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 15 |
Fair Value, Measurements, Recurring | Swedish mortgage bonds | ||
Debt Securities [Abstract] | ||
Financial investments | 22 | 22 |
Fair Value, Measurements, Recurring | Time deposits | ||
Debt Securities [Abstract] | ||
Financial investments | 64 | 0 |
Fair Value, Measurements, Recurring | Level 1 | ||
Debt Securities [Abstract] | ||
Financial investments | 149 | 156 |
Fair Value, Measurements, Recurring | Level 1 | European government debt securities | ||
Debt Securities [Abstract] | ||
Financial investments | 149 | 156 |
Fair Value, Measurements, Recurring | Level 1 | Corporate debt securities | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | State owned enterprises and municipal securities | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Swedish mortgage bonds | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Time deposits | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | ||
Debt Securities [Abstract] | ||
Financial investments | 86 | 39 |
Fair Value, Measurements, Recurring | Level 2 | European government debt securities | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Corporate debt securities | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 2 |
Fair Value, Measurements, Recurring | Level 2 | State owned enterprises and municipal securities | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 15 |
Fair Value, Measurements, Recurring | Level 2 | Swedish mortgage bonds | ||
Debt Securities [Abstract] | ||
Financial investments | 22 | 22 |
Fair Value, Measurements, Recurring | Level 2 | Time deposits | ||
Debt Securities [Abstract] | ||
Financial investments | 64 | 0 |
Fair Value, Measurements, Recurring | Level 3 | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | European government debt securities | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Corporate debt securities | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | State owned enterprises and municipal securities | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Swedish mortgage bonds | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Time deposits | ||
Debt Securities [Abstract] | ||
Financial investments | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Narrative) (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets | $ 0 | $ 0 |
Revolving Credit Facility | $1.25 billion revolving credit facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Utilized amount | 0 | |
Fair Value, Measurements, Nonrecurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt utilizing discounted cash flow analyses | $ 5,900,000,000 | $ 5,900,000,000 |
Clearing Operations (Narrative)
Clearing Operations (Narrative) (Details) kr in Millions | 1 Months Ended | 6 Months Ended | |||
Jan. 31, 2021USD ($) | Jan. 31, 2021SEK (kr) | Jun. 30, 2021USD ($)fundcontract | Jun. 30, 2020USD ($)contract | Dec. 31, 2020USD ($) | |
Clearing Operations [Line Items] | |||||
Number of member sponsored default funds (in funds) | fund | 4 | ||||
Expected recovery of initial loss | 0.80 | ||||
Default fund contributions | $ 696,000,000 | ||||
Default fund contributions and margin deposits | 11,334,000,000 | ||||
Liability due to market default | 0 | ||||
Liability Waterfall | |||||
Clearing Operations [Line Items] | |||||
Junior capital, cash deposits and pledged assets | 38,000,000 | ||||
Senior capital, cash deposits and pledged assets | 23,000,000 | ||||
Committed capital | 80,000,000 | ||||
Utilize as capital resources | |||||
Clearing Operations [Line Items] | |||||
Default fund contributions | 636,000,000 | ||||
Utilize as member posted surplus balance | |||||
Clearing Operations [Line Items] | |||||
Default fund contributions | 60,000,000 | ||||
Nasdaq clearing members cash contributions | |||||
Clearing Operations [Line Items] | |||||
Default fund contributions | 552,000,000 | ||||
Default fund contributions and margin deposits | $ 3,579,000,000 | $ 3,942,000,000 | |||
Minimum | |||||
Clearing Operations [Line Items] | |||||
Reverse purchase agreements, maturity range | 1 day | ||||
Maximum | |||||
Clearing Operations [Line Items] | |||||
Reverse purchase agreements, maturity range | 13 days | ||||
Nasdaq Clearing | |||||
Clearing Operations [Line Items] | |||||
Administrative fine | $ 35,000,000 | kr 300 | |||
Contingency, accrual | $ 0 | ||||
Maturity period of time deposits | 1 year | ||||
Committed capital | $ 141,000,000 | ||||
Power of assessment of the clearing member's contribution to the financial markets and commodities markets default funds (as a percent) | 230.00% | ||||
Contract value of resale and repurchase agreements | $ 4,400,000,000 | $ 1,400,000,000 | |||
Total number of derivative contracts cleared (in contracts) | contract | 2,924,130 | 2,635,348 |
Clearing Operations (Schedule o
Clearing Operations (Schedule of Clearing Member Default Fund Contributions And Margin Deposits) (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Clearing Operations [Line Items] | ||
Default fund contributions | $ 696 | |
Margin deposits | 10,638 | |
Total | 11,334 | |
Cash Contributions | ||
Clearing Operations [Line Items] | ||
Default fund contributions | 552 | |
Margin deposits | 3,027 | |
Total | 3,579 | $ 3,942 |
Non-Cash Contributions | ||
Clearing Operations [Line Items] | ||
Default fund contributions | 144 | |
Margin deposits | 7,611 | |
Total | $ 7,755 |
Clearing Operations (Investment
Clearing Operations (Investment Policy) (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Clearing Operations [Line Items] | ||
Cash contributions | $ 11,334 | |
Demand deposits | ||
Clearing Operations [Line Items] | ||
Cash contributions | 2,026 | $ 2,086 |
Central bank certificates | ||
Clearing Operations [Line Items] | ||
Cash contributions | 748 | 1,111 |
European government debt securities | ||
Clearing Operations [Line Items] | ||
Cash contributions | 359 | 470 |
Reverse repurchase agreements | ||
Clearing Operations [Line Items] | ||
Cash contributions | 258 | 180 |
Multilateral development bank debt securities | ||
Clearing Operations [Line Items] | ||
Cash contributions | 188 | 95 |
Nasdaq clearing members cash contributions | ||
Clearing Operations [Line Items] | ||
Cash contributions | $ 3,579 | $ 3,942 |
Clearing Operations (Schedule_2
Clearing Operations (Schedule of Derivative Contracts) (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2021USD ($)TWhcontract | Jun. 30, 2020TWhcontract | |
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 832 | |
Total number of cleared contracts (in contracts) | contract | 41,075,918 | 52,726,319 |
Total volume in cleared power, in Terawatt hours (TWh) | TWh | 456 | 475 |
Commodity and seafood options, futures and forwards | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 113 | |
Total number of cleared contracts (in contracts) | contract | 312,002 | 348,487 |
Fixed-income options and futures | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 428 | |
Total number of cleared contracts (in contracts) | contract | 12,185,338 | 11,674,517 |
Stock options and futures | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 180 | |
Total number of cleared contracts (in contracts) | contract | 10,607,666 | 10,376,083 |
Index options and futures | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 111 | |
Total number of cleared contracts (in contracts) | contract | 17,970,912 | 30,327,232 |
Leases (Summary of Supplemental
Leases (Summary of Supplemental Balance Sheet Information Related to Operating Leases) (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Operating lease assets | $ 383 | $ 381 |
Liabilities: | ||
Current lease liabilities | $ 43 | $ 46 |
Current lease liability, statement of financial position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Non-current lease liabilities | $ 397 | $ 389 |
Total lease liabilities | $ 440 | $ 435 |
Leases (Leases Cost) (Details)
Leases (Leases Cost) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease cost | $ 21 | $ 21 | $ 44 | $ 41 |
Variable lease cost | 6 | 6 | 13 | 12 |
Sublease income | (1) | (1) | (2) | (2) |
Total lease cost | $ 26 | $ 26 | $ 55 | $ 51 |
Leases (Operating Lease Maturit
Leases (Operating Lease Maturity) (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Remainder of 2021 | $ 29 | |
2022 | 60 | |
2023 | 56 | |
2024 | 50 | |
2025 | 36 | |
2026 and thereafter | 327 | |
Total lease payments | 558 | |
Less: interest | (118) | |
Present value of lease liabilities | 440 | $ 435 |
Operating lease, current liabilities | $ 43 | $ 46 |
Leases (Leases Terms and Discou
Leases (Leases Terms and Discount Rate) (Details) | Jun. 30, 2021 |
Leases [Abstract] | |
Weighted-average remaining lease term (in years) | 11 years 6 months |
Weighted-average discount rate | 4.00% |
Leases (Supplemental Cash Flow
Leases (Supplemental Cash Flow Information) (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 37 | $ 39 |
Lease assets obtained in exchange for new operating lease liabilities | $ 35 | $ 94 |
Income Taxes (Tax Provision and
Income Taxes (Tax Provision and Effective Tax Rate) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ 113 | $ 75 | $ 210 | $ 145 |
Effective tax rate | 24.90% | 23.70% | 24.70% | 24.60% |
Commitments, Contingencies an_2
Commitments, Contingencies and Guarantees (Details) kr in Millions | Sep. 02, 2014exchange | Jan. 31, 2021USD ($) | Jan. 31, 2021SEK (kr) | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Line Items] | |||||
Financial guarantees obtained | $ 5,000,000 | $ 5,000,000 | |||
National exchanges named as defendants (in exchanges) | exchange | 7 | ||||
Nasdaq Clearing | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Administrative fine | $ 35,000,000 | kr 300 | |||
Clearinghouse Credit Facilities | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Credit facility, available liquidity | 223,000,000 | 232,000,000 | |||
Utilized amount | 0 | 0 | |||
Clearinghouse Credit Facilities | Commercial Paper and Letter Of Credit | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Utilized amount | $ 0 | $ 0 |
Business Segments (Narrative) (
Business Segments (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segments (in segments) | 4 |
Business Segments (Schedule of
Business Segments (Schedule of Operating Segments) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 1,412 | $ 1,398 | $ 3,064 | $ 2,751 |
Transaction-based expenses | (566) | (699) | (1,367) | (1,351) |
Revenues less transaction-based expenses | 846 | 699 | 1,697 | 1,400 |
Operating income (loss) | 376 | 315 | 741 | 590 |
Operating Segments | Market Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 878 | 975 | 2,017 | 1,908 |
Transaction-based expenses | (566) | (699) | (1,367) | (1,351) |
Revenues less transaction-based expenses | 312 | 276 | 650 | 557 |
Operating income (loss) | 202 | 176 | 430 | 354 |
Operating Segments | Corporate Platforms | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 154 | 126 | 309 | 254 |
Transaction-based expenses | 0 | 0 | 0 | 0 |
Revenues less transaction-based expenses | 154 | 126 | 309 | 254 |
Operating income (loss) | 65 | 49 | 130 | 94 |
Operating Segments | Investment Intelligence | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 263 | 213 | 521 | 424 |
Transaction-based expenses | 0 | 0 | 0 | 0 |
Revenues less transaction-based expenses | 263 | 213 | 521 | 424 |
Operating income (loss) | 170 | 132 | 337 | 266 |
Operating Segments | Market Technology | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 117 | 84 | 217 | 165 |
Transaction-based expenses | 0 | 0 | 0 | 0 |
Revenues less transaction-based expenses | 117 | 84 | 217 | 165 |
Operating income (loss) | 17 | 15 | 15 | 23 |
Corporate Items | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Transaction-based expenses | 0 | 0 | 0 | 0 |
Revenues less transaction-based expenses | 0 | 0 | 0 | 0 |
Operating income (loss) | $ (78) | $ (57) | $ (171) | $ (147) |
Business Segments (Corporate It
Business Segments (Corporate Items) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Expenses: | ||||
Amortization expense of acquired intangible assets | $ 40 | $ 26 | $ 76 | $ 50 |
Merger and strategic initiatives expense | 12 | 4 | 57 | 10 |
Restructuring charges | 21 | 13 | 31 | 25 |
Extinguishment of debt | 0 | 36 | ||
Operating income | 376 | 315 | 741 | 590 |
Corporate Items | ||||
Expenses: | ||||
Amortization expense of acquired intangible assets | 40 | 26 | 76 | 50 |
Merger and strategic initiatives expense | 12 | 4 | 57 | 10 |
Restructuring charges | 21 | 13 | 31 | 25 |
Extinguishment of debt | 0 | 0 | 0 | 36 |
Charitable donations | 0 | 12 | 0 | 17 |
Other | 5 | 2 | 7 | 9 |
Total expenses | 78 | 57 | 171 | 147 |
Operating income | $ (78) | $ (57) | $ (171) | $ (147) |
Restructuring Charges (Narrativ
Restructuring Charges (Narrative) (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring, period of recognition | 2 years |
Asset impairment charges and accelerated depreciation expense | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost | $ 118 |
Restructuring Charges (Summary
Restructuring Charges (Summary of Restructuring Plan) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | $ 21 | $ 13 | $ 31 | $ 25 |
Asset impairment charges and accelerated depreciation expense | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | 3 | 5 | 4 | 8 |
Consulting services | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | 14 | 6 | 19 | 9 |
Contract terminations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | 0 | 1 | 0 | 3 |
Severance and employee-related costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | 1 | 1 | 1 | 2 |
Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | $ 3 | $ 0 | $ 7 | $ 3 |
Uncategorized Items - ndaq-2021
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-13 [Member] |