Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 14, 2022 | Jun. 30, 2021 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 21 | ||
Entity Common Stock, Shares Outstanding | 164,412,114 | ||
Documents Incorporated by Reference | Documents Incorporated by Reference: Certain portions of the Definitive Proxy Statement for the 2022 Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K. | ||
Entity Central Index Key | 0001120193 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common Stock, $.01 par value per share | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.01 par value per share | ||
Trading Symbol | NDAQ | ||
Security Exchange Name | NASDAQ | ||
0.900% senior unsecured notes due 2033 | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | 0.900% Senior Notes due 2033 | ||
Trading Symbol | NDAQ33 | ||
Security Exchange Name | NASDAQ | ||
0.875% Senior Notes due 2030 | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | 0.875% Senior Notes due 2030 | ||
Trading Symbol | NDAQ30 | ||
Security Exchange Name | NASDAQ | ||
1.75% Senior Notes due 2029 | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | 1.75% Senior Notes due 2029 | ||
Trading Symbol | NDAQ29 | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | New York, New York |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 393 | $ 2,745 |
Restricted cash and cash equivalents | 29 | 37 |
Default funds and margin deposits (including restricted cash and cash equivalents of $5,074 and $3,197, respectively) | 5,911 | 3,942 |
Financial investments | 208 | 195 |
Receivables, net | 588 | 566 |
Other current assets | 294 | 175 |
Total current assets | 7,423 | 7,660 |
Property and equipment, net | 509 | 475 |
Goodwill | 8,433 | 6,850 |
Intangible assets, net | 2,813 | 2,255 |
Operating lease assets | 366 | 381 |
Other non-current assets | 571 | 358 |
Total assets | 20,115 | 17,979 |
Current liabilities: | ||
Accounts payable and accrued expenses | 185 | 175 |
Section 31 fees payable to SEC | 62 | 224 |
Accrued personnel costs | 252 | 227 |
Deferred revenue | 329 | 235 |
Other current liabilities | 115 | 121 |
Default funds and margin deposits | 5,911 | 3,942 |
Short-term debt | 1,018 | 0 |
Total current liabilities | 7,872 | 4,924 |
Long-term debt | 4,812 | 5,541 |
Deferred tax liabilities, net | 406 | 502 |
Operating lease liabilities | 386 | 389 |
Other non-current liabilities | 234 | 187 |
Total liabilities | 13,710 | 11,543 |
Commitments and contingencies | ||
Nasdaq stockholders’ equity: | ||
Common stock, $0.01 par value, 300,000,000 shares authorized, shares issued: 173,418,939 at December 31, 2021 and 171,278,761 at December 31, 2020; shares outstanding: 166,679,635 at December 31, 2021 and 164,933,678 at December 31, 2020 | 2 | 2 |
Additional paid-in capital | 1,952 | 2,547 |
Common stock in treasury, at cost: 6,739,304 shares at December 31, 2021 and 6,345,083 shares at December 31, 2020 | (437) | (376) |
Accumulated other comprehensive loss | (1,587) | (1,368) |
Retained earnings | 6,465 | 5,628 |
Total Nasdaq stockholders’ equity | 6,395 | 6,433 |
Noncontrolling interests | 10 | 3 |
Total equity | 6,405 | 6,436 |
Total liabilities and equity | $ 20,115 | $ 17,979 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Restricted cash and cash equivalents (default funds and margin deposits) | $ 5,074 | $ 3,197 |
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) | 173,418,939 | 171,278,761 |
Common stock, shares outstanding (in shares) | 166,679,635 | 164,933,678 |
Common stock in treasury (in shares) | 6,739,304 | 6,345,083 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenues less transaction-based expenses | $ 3,420 | $ 2,903 | $ 2,535 |
Operating expenses: | |||
Compensation and benefits | 938 | 786 | 707 |
Professional and contract services | 144 | 137 | 127 |
Computer operations and data communications | 186 | 151 | 133 |
Occupancy | 109 | 107 | 97 |
General, administrative and other | 85 | 142 | 125 |
Marketing and advertising | 57 | 39 | 39 |
Depreciation and amortization | 278 | 202 | 190 |
Regulatory | 64 | 24 | 31 |
Merger and strategic initiatives | 87 | 33 | 30 |
Restructuring charges | 31 | 48 | 39 |
Total operating expenses | 1,979 | 1,669 | 1,518 |
Operating income | 1,441 | 1,234 | 1,017 |
Interest income | 1 | 4 | 10 |
Interest expense | (125) | (101) | (124) |
Net gain on divestiture of businesses | 84 | 0 | 27 |
Other income | 81 | 5 | 5 |
Net income from unconsolidated investees | 52 | 70 | 84 |
Income before income taxes | 1,534 | 1,212 | 1,019 |
Income tax provision | 347 | 279 | 245 |
Net income attributable to Nasdaq | $ 1,187 | $ 933 | $ 774 |
Per share information: | |||
Basic earnings per share (in dollars per share) | $ 7.15 | $ 5.67 | $ 4.69 |
Diluted earnings per share (in dollars per share) | 7.05 | 5.59 | 4.63 |
Cash dividends declared per common share (in dollars per share) | $ 2.11 | $ 1.94 | $ 1.85 |
Revenues: | |||
Total revenues | $ 5,886 | $ 5,625 | $ 4,258 |
Transaction rebates | |||
Transaction-based expenses: | |||
Transaction-based expenses | (2,168) | (2,028) | (1,324) |
Brokerage, clearance and exchange fees | |||
Transaction-based expenses: | |||
Transaction-based expenses | (298) | (694) | (399) |
Operating Segments | Market Technology | |||
Income Statement [Abstract] | |||
Revenues less transaction-based expenses | 463 | 357 | 338 |
Operating expenses: | |||
Depreciation and amortization | 111 | 33 | 30 |
Operating income | 46 | 32 | 54 |
Revenues: | |||
Total revenues | 463 | 357 | 338 |
Operating Segments | Investment Intelligence | |||
Income Statement [Abstract] | |||
Revenues less transaction-based expenses | 1,076 | 898 | 768 |
Operating expenses: | |||
Depreciation and amortization | 62 | 57 | 52 |
Operating income | 694 | 572 | 480 |
Revenues: | |||
Total revenues | 1,076 | 898 | 768 |
Operating Segments | Corporate Platforms | |||
Income Statement [Abstract] | |||
Revenues less transaction-based expenses | 613 | 521 | 490 |
Operating expenses: | |||
Depreciation and amortization | 31 | 34 | 34 |
Operating income | 247 | 187 | 177 |
Revenues: | |||
Total revenues | 613 | 521 | 490 |
Operating Segments | Market Services | |||
Income Statement [Abstract] | |||
Revenues less transaction-based expenses | 1,241 | 1,096 | 893 |
Operating expenses: | |||
Depreciation and amortization | 73 | 76 | 72 |
Operating income | 800 | 685 | 508 |
Revenues: | |||
Total revenues | 3,707 | 3,818 | 2,616 |
Segment Reconciling Items | |||
Revenues: | |||
Total revenues | $ 27 | $ 31 | $ 46 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 1,187 | $ 933 | $ 774 | |
Other comprehensive income (loss): | ||||
Foreign currency translation gains (losses) | (176) | 269 | (122) | |
Income tax benefit (expense) | [1] | (42) | 49 | (31) |
Foreign currency translation, net | (218) | 318 | (153) | |
Employee benefit plan adjustment losses | (1) | 0 | (4) | |
Employee benefit plan income tax benefit | 0 | 0 | 1 | |
Employee benefit plan, net | (1) | 0 | (3) | |
Other comprehensive income (loss) | (219) | 318 | (156) | |
Comprehensive income attributable to Nasdaq | $ 968 | $ 1,251 | $ 618 | |
[1] | Primarily relates to the tax effect of unrealized gains and losses on Euro denominated notes. |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Millions | Total | Share repurchase program | Total Nasdaq stockholders’ equity | Common stock | Additional paid-in capital | Additional paid-in capitalShare repurchase program | Additional paid-in capitalASR agreement | [2] | 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, 2018 | 165,000,000 | |||||||||||||
Beginning balance at Dec. 31, 2018 | $ 2 | $ 2,716 | $ (297) | $ (1,530) | $ 4,558 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Shares repurchase program (in shares) | (2,000,000) | |||||||||||||
Share repurchase program | $ (200) | |||||||||||||
Share-based compensation (in shares) | 1,000,000 | |||||||||||||
Share-based compensation | $ 79 | |||||||||||||
Stock option exercises, net | $ 2 | |||||||||||||
Other issuances of common stock, net (in shares) | [1] | 1,000,000 | ||||||||||||
Other issuances of common stock, net | [1] | $ 35 | ||||||||||||
Other employee stock activity | (39) | |||||||||||||
Other comprehensive income (loss) | $ (156) | (156) | ||||||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2016-13 | |||||||||||||
Net income | $ 774 | 774 | ||||||||||||
Cash dividends declared per common share | (305) | |||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 165,000,000 | 165,000,000 | ||||||||||||
Ending balance at Dec. 31, 2019 | $ 5,639 | $ 5,639 | $ 2 | $ 2,632 | (336) | (1,686) | 5,027 | $ (12) | $ 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Shares repurchase program (in shares) | (2,000,000) | |||||||||||||
Share repurchase program | $ (222) | |||||||||||||
Share-based compensation (in shares) | 1,000,000 | |||||||||||||
Share-based compensation | $ 87 | |||||||||||||
Stock option exercises, net | $ 2 | |||||||||||||
Other issuances of common stock, net (in shares) | [1] | 1,000,000 | ||||||||||||
Other issuances of common stock, net | [1] | $ 48 | ||||||||||||
Other employee stock activity | (40) | |||||||||||||
Other comprehensive income (loss) | 318 | 318 | ||||||||||||
Net income | $ 933 | 933 | ||||||||||||
Cash dividends declared per common share | (320) | |||||||||||||
Net activity related to noncontrolling interests | 3 | |||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 165,000,000 | 165,000,000 | ||||||||||||
Ending balance at Dec. 31, 2020 | $ 6,436 | 6,433 | $ 2 | $ 2,547 | (376) | (1,368) | 5,628 | 3 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Shares repurchase program (in shares) | (2,911,208) | (3,000,000) | (2,000,000) | |||||||||||
Share repurchase program | $ (468) | $ (468) | $ (475) | |||||||||||
Share-based compensation (in shares) | 1,000,000 | |||||||||||||
Share-based compensation | $ 90 | |||||||||||||
Stock option exercises, net | $ 1 | |||||||||||||
Other issuances of common stock, net (in shares) | [1] | 6,000,000 | ||||||||||||
Other issuances of common stock, net | [1] | $ 257 | ||||||||||||
Other employee stock activity | (61) | |||||||||||||
Other comprehensive income (loss) | (219) | (219) | ||||||||||||
Net income | 1,187 | 1,187 | ||||||||||||
Cash dividends declared per common share | $ (350) | (350) | ||||||||||||
Net activity related to noncontrolling interests | 7 | |||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 167,000,000 | |||||||||||||
Ending balance at Dec. 31, 2021 | $ 6,405 | $ 6,395 | $ 1,952 | $ (437) | $ (1,587) | $ 6,465 | $ 10 | |||||||
[1] | For the year ended December 31, 2021 primarily relates to the tax impact of 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. | |||||||||||||
[2] | See “ASR Agreements,” of Note 12, “Nasdaq Stockholders’ Equity,” for further discussion. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Cash flows from operating activities: | ||||
Net income | $ 1,187 | $ 933 | $ 774 | |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 278 | 202 | 190 | |
Share-based compensation | 90 | 87 | 79 | |
Deferred income taxes | 94 | 41 | 35 | |
Extinguishment of debt | 33 | 36 | 11 | |
Net gain on divestiture of businesses | (84) | 0 | (27) | |
Net income from unconsolidated investees | (52) | (70) | (84) | |
Other reconciling items included in net income | 6 | 32 | 33 | |
Net change in operating assets and liabilities, net of effects of acquisitions: | ||||
Receivables, net | (6) | (167) | (42) | |
Other assets | (140) | 26 | (173) | |
Accounts payable and accrued expenses | (17) | 5 | (49) | |
Section 31 fees payable to SEC | (162) | 92 | 23 | |
Accrued personnel costs | 28 | 32 | (9) | |
Deferred revenue | 106 | 15 | (15) | |
Other liabilities | [1] | (278) | (12) | 217 |
Net cash provided by operating activities | 1,083 | 1,252 | 963 | |
Cash flows from investing activities: | ||||
Purchases of securities | (316) | (283) | (579) | |
Proceeds from sales and redemptions of securities | 285 | 402 | 543 | |
Proceeds from divestiture of businesses, net of cash divested | 190 | 0 | 132 | |
Proceeds from sale of investment securities | 0 | 22 | 11 | |
Acquisition of businesses, net of cash and cash equivalents acquired | (2,430) | (157) | (206) | |
Purchases of property and equipment | (163) | (188) | (127) | |
Investments related to default funds and margin deposits, net | [2] | (132) | 109 | (174) |
Other investing activities | (87) | (27) | (14) | |
Net cash used in investing activities | (2,653) | (122) | (414) | |
Cash flows from financing activities: | ||||
Proceeds from (repayments of) commercial paper, net | 420 | (391) | 116 | |
Repayments of borrowings under our credit commitment and debt obligations | (804) | (1,468) | (1,215) | |
Payment of debt extinguishment cost | (33) | (36) | (11) | |
Proceeds from issuances of debt, net of issuance costs and utilization of credit commitment | 826 | 3,807 | 680 | |
Dividends paid | (350) | (320) | (305) | |
Payments related to employee shares withheld for taxes | (61) | (40) | (39) | |
Change in default fund contributions and margin deposits | 2,330 | 527 | (1,535) | |
Other financing activities | 7 | 3 | 0 | |
Net cash provided by (used in) financing activities | 1,418 | 1,910 | (2,472) | |
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | (331) | 353 | (188) | |
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents | (483) | 3,393 | (2,111) | |
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period | 5,979 | 2,586 | 4,697 | |
Cash and cash equivalents, restricted cash and cash equivalents at end of period | 5,496 | 5,979 | 2,586 | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | ||||
Cash and cash equivalents | 393 | 2,745 | 332 | |
Restricted cash and cash equivalents | 29 | 37 | 30 | |
Restricted cash and cash equivalents (default funds and margin deposits) | 5,074 | 3,197 | 2,224 | |
Total | 5,496 | 5,979 | 2,586 | |
Supplemental Disclosure Cash Flow Information | ||||
Cash paid for: Interest | 118 | 97 | 120 | |
Income taxes, net of refund | [1] | 501 | 290 | 205 |
Share repurchase program | ||||
Cash flows from financing activities: | ||||
Repurchases of common stock | (468) | (222) | (200) | |
Proceeds received from employee stock activity and other issuances | 26 | 50 | 37 | |
ASR agreement | ||||
Cash flows from financing activities: | ||||
Repurchases of common stock | $ (475) | $ 0 | $ 0 | |
[1] | Includes payment of an acquired tax liability in 2021 related to the Verafin acquisition. See “2021 Acquisition,” of Note 4, “Acquisitions and Divestiture,” for further discussion. | |||
[2] | Includes purchases and proceeds from sales and redemptions related to the default funds and margin deposits of our clearing operations. For further information, see "Default Fund Contributions and Margin Deposits," within Note 15, "Clearing Operations." |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 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 enable clients to optimize and execute their business vision with confidence. We manage, operate and provide our products and services in four business segments: Market Technology, Investment Intelligence, Corporate Platforms, and Market Services. For further discussion of our businesses, see “Products and Services,” of “Item 1. Business.” 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 SaaS solution designed for brokers and other market participants to assist them in complying with market rules, regulations and internal market surveillance policies. The Nasdaq Automated Investigator is our cloud-deployed anti-money laundering offering with an automated investigator tool for retail banks. In February 2021, we completed the acquisition of Verafin, a SaaS technology provider of anti-financial crime management solutions that offers 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. Our Marketplace Infrastructure Technology business powers over 130 market infrastructure operators and new market clients in more than 55 countries and handles a wide array of assets, including but not limited to cash equities, equity derivatives, currencies, various interest-bearing securities, commodities, energy products and digital currencies. Our solutions can also be used in the creation of new asset classes, and non-capital markets customers, including those in insurance liabilities securitization, cryptocurrencies and sports wagering. Investment Intelligence Our Investment Intelligence segment includes our Market Data, Index and Analytics businesses. Our Market Data business sells and distributes historical and real-time market data to the sell-side, the institutional investing community, retail online brokers, proprietary trading shops, other venues, internet portals and data distributors. Our market data products can enhance transparency of market activity within our exchanges and provide critical information to professional and non-professional investors globally. Additionally, our Nasdaq Cloud Data Service provided on our Data Link data dissemination platform provides a flexible and efficient method of delivery for real- time exchange data and other financial information. Our Index business develops and licenses Nasdaq-branded indexes and financial products. We also license cash-settled options, futures and options on futures on our indexes. As of December 31, 2021, 362 ETPs listed on 25 exchanges in over 20 countries tracked a Nasdaq index and accounted for $424 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 provider, we offer a suite of cloud-based solutions that help institutional investors and consultants conduct pre-investment due diligence, and monitor their portfolios post-investment. During 2021, we launched Data Fabric, a managed data solution utilizing our Nasdaq Data Link to help investment management firms scale their data infrastructure with enhanced quality, governance and integrity. Corporate Platforms Our Corporate Platforms segment includes our Listing Services and IR & ESG Services businesses. These businesses deliver critical capital market and ESG solutions across the lifecycle of public and private companies. Our Listing Services business includes our U.S. and European Listing Services businesses. We operate a variety of listing platforms around the world to provide multiple global capital raising solutions for public companies. Our main listing markets are The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges. Through Nasdaq First North, our Nordic and Baltic operations also offer alternative marketplaces for smaller companies and growth companies. In July 2021, we contributed our NPM business, which was included in our Listing Services business, to a standalone, independent company, of which we own the largest minority interest, together with a consortium of third party financial institutions. The NPM business provides liquidity solutions for private companies to enable employees, investors, and companies to execute transactions. As of December 31, 2021, there were 4,178 total listings on The Nasdaq Stock Market, including 441 ETPs. The combined market capitalization was approximately $28.2 trillion. In Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 1,235 listed companies with a combined market capitalization of approximately $2.6 trillion. We continue 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 December 31, 2021, 107 corporate bonds were listed on the Corporate Bond exchange. We also continue to develop the Nasdaq Sustainable Bond Network, a platform for increased transparency in the global sustainable bond markets. 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. In December 2021, we acquired QDiligence, a provider of software that facilitates digital director and officer questionnaires and self-evaluations for boards of directors and corporate secretaries. 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 the second quarter of 2022. In June 2021, we sold our U.S. Fixed Income business which included an electronic platform for trading of U.S. Treasuries. See “2021 Divestiture,” of Note 4, “Acquisitions and Divestiture,” for further discussion. Also in June 2021, we completed the acquisition of a majority stake in Puro.earth, a Finnish-based leading marketplace for carbon removal. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The 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 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. Certain prior year amounts have been reclassified to conform to the current year presentation. During the fourth quarter of 2021, we adjusted the presentation of cash and cash equivalents held within default funds and margin deposits on the consolidated statement of cash flows from operating activities, to present them as restricted cash and cash equivalents with the associated changes being included within cash flows from investing and financing activities. These balances cannot be used to satisfy the Company's operating or other liabilities. See Note 15, “Clearing Operations,” for further discussion of the default funds and margin deposits. Prior period amounts have also been adjusted to conform to current period presentation. This immaterial adjustment had no impact on our previously reported consolidated balance sheets, consolidated statements of income, or consolidated statements of comprehensive income. The tables below present a summary of the 2020 and 2019 Statements of Cash Flows as reported and as adjusted: Year Ended December 31, 2020 As Reported Adjustment Adjusted (in millions) Net cash provided by operating activities $ 1,252 $ — $ 1,252 Net cash used in investing activities (231) 109 (122) Net cash provided by (used in) financing activities 1,383 527 1,910 Effect of exchange rate changes on cash, cash equivalents, restricted cash and cash equivalents 16 337 353 Net increase (decrease) in cash, cash equivalents, restricted cash and cash equivalents 2,420 973 3,393 Cash, cash equivalents, restricted cash and cash equivalents at beginning of period 362 2,224 2,586 Cash, cash equivalents, restricted cash and cash equivalents at end of period $ 2,782 $ 3,197 $ 5,979 Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents Cash and cash equivalents $ 2,745 $ — $ 2,745 Restricted cash and cash equivalents 37 — 37 Restricted cash and cash equivalents (Default funds and margin deposits) — 3,197 3,197 Total $ 2,782 $ 3,197 $ 5,979 Year Ended December 31, 2019 As Reported Adjustment Adjusted (in millions) Net cash provided by operating activities $ 963 $ — $ 963 Net cash used in investing activities (240) (174) (414) Net cash provided by (used in) financing activities (937) (1,535) (2,472) Effect of exchange rate changes on cash, cash equivalents, restricted cash and cash equivalents (10) (178) (188) Net increase (decrease) in cash, cash equivalents, restricted cash and cash equivalents (224) (1,887) (2,111) Cash, cash equivalents, restricted cash and cash equivalents at beginning of period 586 4,111 4,697 Cash, cash equivalents, restricted cash and cash equivalents at end of period $ 362 $ 2,224 $ 2,586 Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents Cash and cash equivalents $ 332 $ — $ 332 Restricted cash and cash equivalents 30 — 30 Restricted cash and cash equivalents (Default funds and margin deposits) — 2,224 2,224 Total $ 362 $ 2,224 $ 2,586 Use of Estimates In preparing our 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 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 was no material adverse impact on our results of operations and financial position for the year ended December 31, 2021. 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. Foreign Currency Foreign denominated assets and liabilities are remeasured into the functional currency at exchange rates in effect at the balance sheet date and recorded through the income statement. Gains or losses resulting from foreign currency transactions are remeasured using the rates on the dates on which those elements are recognized during the period, and are included in general, administrative and other expense in the Consolidated Statements of Income. Translation gains or losses resulting from translating our subsidiaries’ financial statements from the local functional currency to the reporting currency, net of tax, are included in accumulated other comprehensive loss within stockholders’ equity in the Consolidated Balance Sheets. Assets and liabilities are translated at the balance sheet date while revenues and expenses are translated at the date the transaction occurs or at an applicable average rate. Cash and Cash Equivalents Cash and cash equivalents include all non-restricted cash in banks and highly liquid investments with original maturities of 90 days or less at the time of purchase. Such equivalent investments included in cash and cash equivalents in the Consolidated Balance Sheets were $109 million as of December 31, 2021 and $2,509 million as of December 31, 2020. Cash equivalents are carried at cost plus accrued interest, which approximates fair value due to the short maturities of these investments. The decrease in cash equivalents in 2021 was primarily due to the use of net proceeds of $1.9 billion from issuances of long-term debt in the fourth quarter of 2020 to acquire Verafin in February 2021. See “Acquisition of Verafin,” of Note 4, “Acquisitions and Divestiture,” for further discussion. Restricted Cash Restricted cash and cash equivalents, which was $29 million as of December 31, 2021 and $37 million as of December 31, 2020, is restricted from withdrawal due to a contractual or regulatory requirement or not available for general use and as such is classified as restricted in the Consolidated Balance Sheets. As of December 31, 2021 and 2020, restricted cash and cash equivalents primarily includes funds held for our trading and clearing businesses. Default Funds and Margin Deposits Nasdaq Clearing members’ cash contributions are included in default funds and margin deposits in the Consolidated Balance Sheets as both a current asset and a current liability. 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. 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 Consolidated Balance Sheets as Nasdaq Clearing does not take legal ownership of these assets and the risks and rewards remain with the clearing members. Receivables, net Our receivables are concentrated with our member firms, market data distributors, listed companies, investor relations intelligence, governance and market technology customers. Receivables are shown net of allowance for credit losses. The allowance is maintained at a level that management believes to be sufficient to absorb expected losses over the life of our accounts receivable portfolio. The allowance is increased by the provision for bad debts, which is included in general, administrative and other expense in the Consolidated Statements of Income, and decreased by the amount of charge-offs, net of recoveries. The allowance is primarily based on an aging methodology. This method applies loss rates based on historical loss information which is disaggregated by business segment and, as deemed necessary, is adjusted for other factors and considerations that could impact collectibility. Additionally, we consider corporate default rate averages over an extended period as compared to the period covered by our historical loss data and include an adjustment to historical loss percentages for current conditions and expected future conditions if necessary. In circumstances where a specific customer’s inability to meet its financial obligations is known (i.e., bankruptcy filings), we determine whether a specific provision for bad debts is required. Accounts receivable are written-off against the allowance when collection efforts cease. Due to changing economic, business and market conditions, we review the allowance quarterly and make changes to the allowance through the provision for bad debts as appropriate. If circumstances change (i.e., higher than expected defaults or an unexpected material adverse change in a major customer’s ability to pay), our estimates of recoverability could be reduced by a material amount. The total allowance netted against receivables in the Consolidated Balance Sheets was $17 million as of December 31, 2021, $21 million as of December 31, 2020 and $9 million as of December 31, 2019. The change in the balance in 2021 was immaterial. In 2020 we adopted ASU 2016-13, which changed the impairment model for certain financial instruments. We recorded a $12 million non-cash cumulative effect adjustment to retained earnings on our opening Consolidated Balance Sheets as of January 1, 2020 as a result of the adoption of this new standard. Investments Purchases and sales of investment securities are recognized on settlement date. Financial investments Financial investments are comprised of trading securities bought principally to meet regulatory capital requirements mainly for our clearing operations at Nasdaq Clearing. These investments are classified as trading securities as they are generally sold in the near term, with changes in fair value included in other income in the Consolidated Statements of Income. Fair value is generally obtained from third party pricing sources. When available, quoted market prices are used to determine fair value. If quoted market prices are not available, fair values are estimated using pricing models with observable market inputs. The inputs to the valuation models vary by the type of security being priced but are typically benchmark yields, reported trades, broker-dealer quotes, and prices of similar assets. Pricing models generally do not entail material subjectivity because the methodologies employed use inputs observed from active markets. See “Fair Value Measurements,” below for further discussion of fair value measures. Equity Securities Investments in equity securities with readily determinable fair values (other than those accounted for under the equity method or those that result in consolidation of the investee) are measured at fair value and any changes in fair value are recognized in other income in the Consolidated Statements of Income. Equity investments without readily determinable fair values are accounted for under the measurement alternative, under which investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer on a prospective basis. We assess relevant transactions that occur on or before the balance sheet date to identify observable price changes, and we regularly monitor these investments to evaluate whether there is an indication that the investment is impaired, based on t he share price from the investee's latest financing round , the performance of the investee in relation to its own operating targets, the investee's liquidity and cash position, and general market conditions. If a qualitative assessment indicates that the security is impaired, Nasdaq will estimate the fair value of the security and, if the fair value is less than the carrying amount of the security, will recognize an impairment loss in net income equal to the difference in the period the impairment occurs . See Note 6, “Investments,” for further discussion of our equity securities. For the years ended December 31, 2021, 2020 and 2019, no material adjustments were made to the carrying value of our equity securities. Our investments in equity securities are included in other non-current assets in the Consolidated Balance Sheets, as we intend to hold these investments for more than one year. Equity Method Investments In general, the equity method of accounting is used when we own 20% to 50% of the outstanding voting stock of a company or when we are able to exercise significant influence over the operating and financial policies of a company. We have certain investments in which we have determined that we have significant influence and as such account for the investments under the equity method of accounting. 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. We evaluate our equity method investments for other-than-temporary declines in value by considering a variety of factors such as the earnings capacity of the investment and the fair value of the investment compared to its carrying amount. In addition, for investments where the market value is readily determinable, we consider the underlying stock price. If the estimated fair value of the investment is less than the carrying amount and management considers the decline in value to be other than temporary, the excess of the carrying amount over the estimated fair value is recognized in net income in the period the impairment occurs . See Note 6, “Investments,” for further discussion of our equity method investments. No material impairments were recorded to reduce the carrying value of our equity method investments in 2021, 2020 or 2019. Derivative Financial Instruments and Hedging Activities Non-Designated Derivatives We use foreign exchange forward contracts to manage foreign currency exposure of intercompany loans, accounts receivable, accounts payable and other balance sheet items. These contracts are not designated as hedges for financial reporting purposes. The change in fair value of these contracts is recognized in general, administrative and other expense in the Consolidated Statements of Income and offsets the foreign currency exposure. As of December 31, 2021 and 2020, the fair value amounts of our derivative instruments were immaterial. Net Investment Hedges Net assets of our foreign subsidiaries are exposed to volatility in foreign currency exchange rates. We may utilize net investment hedges to offset the translation adjustment arising from re-measuring our investment in foreign subsidiaries. Our 2029, 2030 and 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. Any increase or decrease related to the remeasurement of the 2029, 2030, and 2033 Notes into U.S. dollars is recorded in accumulated other comprehensive loss within stockholders’ equity in the Consolidated Balance Sheets. See “2029 Notes,” “2030 Notes,” and “2033 Notes,” of Note 9, “Debt Obligations,” for further discussion. Property and Equipment, net Property and equipment, including leasehold improvements, are carried at cost less asset impairment charges and accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method over the estimated useful lives of the related assets, which range from 10 to 40 years for buildings and improvements, 2 to 5 years for data processing equipment, and 5 to 10 years for furniture and equipment. Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the remaining term of the related lease. We develop systems solutions for both internal and external use. Certain costs incurred in connection with developing or obtaining internal use software are capitalized. In addition, certain costs of computer software to be sold, leased, or otherwise marketed as a separate product or as part of a product or process are capitalized beginning when a product’s technological feasibility has been established and ending when a product is available for general release. Technological feasibility is established upon completion of a detailed program design or, in its absence, completion. Prior to reaching technological feasibility, all costs are charged to expense. Unamortized capitalized costs are included in data processing equipment and software, within property and equipment, net in the Consolidated Balance Sheets. Capitalized software costs are amortized on a straight-line basis over the estimated useful lives of the software, generally 5 to 10 years. Amortization of these costs is included in depreciation and amortization expense in the Consolidated Statements of Income. Implementation costs incurred in a cloud computing arrangement that is a service contract are capitalized as a prepaid asset included in other assets in our Consolidated Balance Sheets and are amortized over the expected service period in the relevant expense category in the Consolidated Statements of Income. Property and equipment are subject to impairment testing when events or conditions indicate that the carrying amount of an asset may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results. See Note 7, “Property and Equipment, net,” for further discussion. Leases At inception, we determine whether a contract is or contains a lease. W e have operating leases which are primarily real estate leases for our U.S. and European headquarters and for general office space. As of December 31, 2021, t hese leases have varying lease terms with remaining maturities ranging from 1 month to 15 years. Operating lease balances are included in operating lease assets, other current liabilities, and operating lease liabilities in our Consolidated Balance Sheets. We do not have any leases classified as finance leases. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Since our leases do not provide an implicit rate, we use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date in determining the present value of lease payments. The operating lease asset also includes any lease payments made and excludes lease incentives. Our lease terms include options to extend or terminate the lease when we are reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Certain of our lease agreements include rental payments adjusted periodically for inflation based on an index or rate. These payments are included in the initial measurement of the operating lease liability and operating lease asset. However, rental payments that are based on a change in an index or a rate are considered variable lease payments and are expensed as incurred. We have lease agreements with lease and non-lease components, which are accounted for as a single performance obligation to the extent that the timing and pattern of transfer are similar for the lease and non-lease components and the lease component qualifies as an operating lease . We do not recognize lease liabilities and operating lease assets for leases with a term of 12 months or less. We recognize these lease payments on a straight-line basis over the lease term. See Note 16, “Leases,” for further discussion. Goodwill and Indefinite-Lived Intangible Assets 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 recognize specifically identifiable intangibles, such as customer relationships, technology, exchange and clearing registrations, trade names and licenses when a specific right or contract is acquired. Goodwill and intangible assets deemed to have indefinite useful lives, primarily exchange and clearing registrations, are not amortized but instead are tested for impairment at least annually as of October 1 and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than its carrying amount, 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. When testing goodwill and indefinite-lived intangible assets for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than their respective carrying amounts as the basis to determine if it is necessary to perform a quantitative impairment test. If we choose not to complete a qualitative assessment, or if the initial assessment indicates that it is more likely than not that the carrying amount of a reporting unit or the carrying amount of an indefinite-lived intangible asset exceed their respective estimated fair values, a quantitative test is required. In performing a quantitative impairment test, we compare the fair value of each reporting unit and indefinite-lived intangible asset with their respective carrying amounts. If the carrying amounts of the reporting unit or the indefinite-lived intangible asset exceed their respective fair values, an impairment charge is recognized in an amount equal to the difference, limited to the total amount of goodwill allocated to that reporting unit or the total carrying value of the indefinite-lived intangible asset. There was no impairment of goodwill or indefinite-lived intangible assets for the years ended December 31, 2021, 2020 and 2019. Future disruptions to our business and 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 or indefinite-lived intangible asset impairment charges in the future. Other Long-Lived Assets We review our other long-lived assets, such as finite-lived intangible assets and property and equipment, for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Fair value of finite-lived intangible assets and property and equipment is based on various valuation techniques. Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results. We recorded pre-tax, non-cash finite-lived intangible assets impairment charges of $14 million in 2021 and property and equipment asset impairment charges of $4 million in 2020 and $24 million in 2019. Revenue Recognition and Transaction-Based Expenses Revenue From Contracts With Customers Our revenue recognition policies under ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” are described in the following paragraphs. 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 Consolidated Balance Sheets as receivables which is net of an allowance for credit losses of $17 million as of December 31, 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 there is no significant variable consideration. We do not have a material amount of revenues recognized from performance obligations that were satisfied in prior periods. We do not provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. For contract durations that are one-year or greater, the portion of transaction price allocated to unsatisfied performance obligations is included in Note 3 , “Revenue From Contracts With Customers.” 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 December 31, 2021. See Note 8, “Deferred Revenue,” for our discussion of deferred revenue balances, activity, and expected timing of recognition. See “Revenue Recognition” below for further descriptions of our revenue contracts. Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and amortized on a straight-line basis over the period of benefit that we have determined to be the contract term or estimated service period. Sales commissions for renewal contracts are deferred and amortized on a straight-line basis over the related contractual renewal period. Amortization expense is included in compensation and benefits expense in the Consolidated Statements of Income. The balance of deferred costs and related amortization expense are not material to our consolidated financial statements. S ales commissions are expensed when incurred if contract durations are one year or less. Sales taxes are excluded from transaction prices. Certain judgments and estimates were used in the identification and timing of satisfaction of performance obligations and the related allocation of transaction price and are discussed below. We believe that these represent a faithful depiction of the transfer of services to our customers. Revenue Recognition Our primary revenue contract classifications are described below. Although we may discuss additional revenue details in our “Management's Discussion and Analysis of Financial Condition and Results of Operations,” the categories below best represent those that depict similar economic characteristics of the nature, amount, timing and uncertainty of our revenues and cash flows. Market Technology Market Technology revenues primarily consist of SaaS revenues, software, license and support revenues, and change request revenues. In our market infrastructure technology business, we enter into long-term contracts with customers to develop customized technology solutions, license the right to use software, and provide support and other services to our customers. We also enter into agreements to modify the system solutions sold by Nasdaq after delivery has occurred. In addition, we enter into subscription agreements which allow customers to connect to our servers to access our software. Our long-term contracts with customers to develop customized technology solutions, license the right to use software and provide support and other services to our customers have multiple performance obligations. The performance obligations are generally: (i) software license and installation service and (ii) software support. We have determined that the software license and installation service are not distinct as the license and the customized installation service are inputs to produce the combined output, a functional and integrated software system. For contracts with multiple performance obligations, we allocate the contract transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. In instances where standalone selling price is not directly observable, such as when we do not sell the product or service separately, we determine the standalone selling price predominantly through an expected cost plus a margin approach. Contract modifications are routine in the performance of our contracts. Contracts are often modified to account for changes in contract specifications or requirements. In most instances, contract modifications are for goods and services that are not distinct, and, therefore, are accounted for as part of the existing contract. For our long-term contracts, payments are generally made throughout the contract life and can be dependent on either reaching certain milestones or paid upfront in advance of the service period depending on the stage of the contract. For subscription agreements, contract payment terms can be quarterly, annually or monthly, in advance. For all other contracts, payment terms vary. We generally recognize revenue over time as our customers simultaneously receive and consume the benefits provided by our performance because our customer controls the asset for which we are creating, our performance does not create an asset with alternative use, and we have a right to payment for performance completed to date. For these services, we recognize revenue over time using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligation. Incurred costs represent work performed, which corresponds with, and thereby depicts, the transfer of control to the customer. Contract costs generally include labor and direct overhead. For software support and update services, and for subscription agreements which allow customers to connect to our servers to access our software, we generally recognize revenue ratably over the service period beginning on the date our service is made available to the customer since the customer receives and consumes the benefit consistently over the period as Nasdaq provides the services. Accounting for our long-term contracts requires judgment relative to assessing risks and their impact on the estimate of revenues and costs. Our estimates are impacted by factors such as the potential for schedule and technical issues, productivity, and the complexity of work performed. When adjustments in estimated total contract costs are required, any changes in the estimated revenues from prior estimates are recognized in the current period for the effect of such change. If estimates of total costs to be incurred on a contract exceed estimates of total revenues, a provision for the entire estimated loss on the contract is recorded in the period in which the loss is determined. Investment Intelligence Market Data Market data revenues are earned from U.S. and European proprietary market data products. In the U.S., we also earn revenues from U.S. shared tape plans. We earn revenues primarily based on the number of data subscribers and distributors of our data. Market data revenues are subscription-based and are recognized on a monthly basis. For U.S. tape plans, revenues are collecte |
Revenue From Contracts With Cus
Revenue From Contracts With Customers | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 (in millions) Market Technology Anti Financial Crime Technology $ 247 $ 130 $ 121 Marketplace Infrastructure Technology 216 227 217 Investment Intelligence Market data 414 399 387 Index 459 324 223 Analytics 203 175 158 Corporate Platforms Listing services 387 307 290 IR & ESG Services 226 214 200 Market Services Transaction-based trading and clearing, net 916 800 606 Trade management services 325 296 287 Other revenues 27 31 46 Revenues less transaction-based expenses $ 3,420 $ 2,903 $ 2,535 Substantially all revenues from the Market Technology, Investment Intelligence and Corporate Platforms segments were recognized over time for the years ended December 31, 2021, 2020, and 2019. For the years ended December 31, 2021, 2020 and 2019 approximately 70.8%, 69.8% and 64.4%, respectively, of Market Services revenues were recognized at a point in time and 29.2%, 30.2% and 35.6%, respectively, were recognized over time. Contract Balances Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our Consolidated Balance Sheets as receivables, which are net of allowance for doubtful accounts of $17 million as of December 31, 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 range from three months to three years and there is no significant variable consideration. Deferred revenue is the only significant contract asset or liability as of December 31, 2021 . Deferred revenue represents consideration received that is yet to be recognized as revenue for unsatisfied performance obligations. Deferred revenue primarily represents our contract liabilities related to our fees for Market Technology, Analytics, annual and initial listings, and IR & ESG Services contracts. See Note 8, “Deferred Revenue,” for our discussion on deferred revenue balances, activity, and expected timing of recognition. We do not have a material amount of revenue recognized from performance obligations that were satisfied in prior periods. We do not provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. For our initial listings the transaction price allocated to remaining performance obligations is included in deferred revenue. For our market technology, Analytics, and IR & ESG contracts the portion of transaction price allocated to unsatisfied performance obligations is presented in the table below. To the extent consideration has been received, unsatisfied performance obligations would be included in the table below as well as deferred revenue. The following table summarizes the amount of the transaction price allocated to performance obligations that are unsatisfied, for contract durations greater than one year, as of December 31, 2021: Market Technology Analytics IR & ESG Services Total (in millions) 2022 $ 506 $ 63 $ 57 $ 626 2023 337 38 30 405 2024 178 15 8 201 2025 106 4 1 111 2026 68 3 — 71 2027+ 92 2 — 94 Total $ 1,287 $ 125 $ 96 $ 1,508 Deferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the year ended December 31, 2021 are reflected in the following table: Balance at December 31, 2020 Additions Revenue Recognized Adjustments Balance at December 31, 2021 (in millions) Market Technology $ 53 $ 113 $ (46) $ (3) $ 117 Investment Intelligence 97 104 (95) — 106 Corporate Platforms: Initial Listing 91 97 (41) (2) 145 Annual Listings 2 3 (2) (1) 2 IR & ESG Services 46 52 (41) — 57 Other 17 15 (9) (2) 21 Total $ 306 $ 384 $ (234) $ (8) $ 448 In the preceding table: • Additions primarily reflect deferred revenue billed in the current period, net of recognition. Market Technology additions include deferred revenue acquired as part of the acquisition of Verafin. • Revenue recognized includes revenue recognized during the current period that was included in the beginning balance. • Adjustments reflect foreign currency translation adjustments. • Other primarily includes deferred revenue from non-U.S. listing of additional shares fees. Listing of additional shares fees are included in our Listing Services business. As of December 31, 2021, we estimate that our deferred revenue will be recognized in the following years: Fiscal year ended: 2022 2023 2024 2025 2026 2027+ Total (in millions) Market Technology $ 109 $ 6 $ 1 $ 1 $ — $ — $ 117 Investment Intelligence 104 2 — — — — 106 Corporate Platforms: Initial Listings 49 35 26 17 14 4 145 Annual Listings 2 — — — — — 2 IR & ESG Services 56 1 — — — — 57 Other 9 7 4 1 — — 21 Total $ 329 $ 51 $ 31 $ 19 $ 14 $ 4 $ 448 In the above table, 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 | 12 Months Ended |
Dec. 31, 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 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. 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 businesses in the 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 to reduce the impact on earnings per share dilution from the sale. To facilitate these repurchases, the board of directors authorized an increase to the share repurchase program. See “Share Repurchase Program,” of Note 12, “Nasdaq Stockholders' Equity,” for further discussion. 2021 Acquisition Acquisition of Verafin In February 2021, we completed the acquisition of Verafin, a SaaS technology provider of anti-financial crime management solutions that provides a cloud-based platform to help detect, investigate, and report money laundering and 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 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 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 9, “Debt Obligations,” for further discussion. As of December 31, 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. (in millions) Goodwill $ 1,882 Acquired Intangible Assets 815 Total Net Liabilities Acquired (46) Purchase Consideration $ 2,651 Intangible Assets The following table presents the details of acquired intangible assets for Verafin at the date of acquisition. Acquired intangible assets with finite lives are amortized using the straight-line method. Customer Relationships Technology Trade Name Total Acquired Intangible Assets Intangible asset value (in millions) $ 532 $ 246 $ 37 $ 815 Discount rate used 7.5 % 7.5 % 7.5 % Estimated average useful life 22 years 7 years 20 years Customer Relationships Customer relationships represent the non-contractual and contractual relationships with customers. Methodology Customer relationships were valued using the income approach, specifically an excess earnings method. The excess earnings method examines the economic returns contributed by the identified tangible and intangible assets of a company, and then isolates the excess return that is attributable to the intangible asset being valued. Discount Rate The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the customer relationships relative to the overall business. In developing a discount rate for the customer relationships, we estimated a weighted-average cost of capital for the overall business and we utilized this rate as an input when discounting the cash flows. The resulting discounted cash flows were then tax-effected at the applicable statutory rate. For our acquisition of Verafin, a discounted tax amortization benefit was added to the fair value of the assets under the assumption that the customer relationships would be amortized for tax purposes over a period of 20 years. Estimated Useful Life We estimate the useful life based on the historical behavior of the customers and a parallel analysis of the customers using the excess earnings method. Technology As part of our acquisition of Verafin, we acquired developed technology. Methodology The developed technology was valued using the income approach, specifically the relief-from-royalty method, or RFRM. The RFRM is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. The royalty rate is applied to the projected revenue over the expected remaining life of the intangible asset to estimate royalty savings. The net after-tax royalty savings are calculated for each year in the remaining economic life of the technology and discounted to present value. Discount Rate The discount rates used reflect the amount of risk associated with the hypothetical cash flows for the developed technology relative to the overall business as discussed above in “Customer Relationships.” Estimated Useful Life We have estimated the useful life of the Verafin technology to be 7 years. Trade Name As part of our acquisition of Verafin, we acquired a trade name. The trade name is recognized in the industry and carries a reputation for quality. As such, the reputation and positive recognition embodied in the trade name is a valuable asset to Nasdaq. Methodology The Verafin trade name was valued using the income approach, specifically the RFRM as discussed above in “Technology.” Discount Rate The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the trade name relative to the overall business as discussed above in “Customer Relationships.” Estimated Useful Life We have estimated the useful life of the Verafin trade name to be 20 years and our intention is to continue to use it in the branding of products. 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 consolidated financial statements for the years ended December 31, 2021, 2020 and 2019 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 Consolidated Statements of Income. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 12 Months Ended |
Dec. 31, 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 year ended December 31, 2021: (in millions) Market Technology Balance at December 31, 2020 $ 309 Goodwill acquired 1,873 Other adjustments (11) Balance at December 31, 2021 $ 2,171 Investment Intelligence Balance at December 31, 2020 $ 2,541 Divestiture of business (23) Other adjustments (90) Balance at December 31, 2021 $ 2,428 Corporate Platforms Balance at December 31, 2020 $ 481 Other adjustments (12) Balance at December 31, 2021 $ 469 Market Services Balance at December 31, 2020 $ 3,519 Goodwill acquired 15 Divestiture of business (37) Other adjustments (132) Balance at December 31, 2021 $ 3,365 Total Balance at December 31, 2020 $ 6,850 Goodwill acquired 1,888 Divestiture of business (60) Other adjustments (245) Balance at December 31, 2021 $ 8,433 In the table above: • Divestiture of business 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. • Other adjustments includes foreign currency translation adjustment. For Market Technology, it also includes a measurement period adjustment related to our acquisition of Verafin. See “2021 Acquisition,” of Note 4, “Acquisitions and Divestiture,” for further discussion. As of December 31, 2021, the amount of goodwill, primarily relating to our acquisition of Verafin, that is expected to be deductible for tax purposes in future periods is $1.8 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 years ended December 31, 2021, 2020 and 2019; 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: December 31, 2021 December 31, 2020 Finite-Lived Intangible Assets (in millions) Gross Amount Technology $ 295 $ 76 Customer relationships 2,050 1,599 Trade names and other 60 18 Foreign currency translation adjustment (143) (104) Total gross amount $ 2,262 $ 1,589 Accumulated Amortization Technology $ (54) $ (24) Customer relationships (711) (648) Trade names and other (11) (6) Foreign currency translation adjustment 81 58 Total accumulated amortization $ (695) $ (620) Net Amount Technology $ 241 $ 52 Customer relationships 1,339 951 Trade names and other 49 12 Foreign currency translation adjustment (62) (46) Total definite-lived intangible assets $ 1,567 $ 969 Indefinite-Lived Intangible Assets Exchange and clearing registrations $ 1,257 $ 1,257 Trade names 121 121 Licenses 52 52 Foreign currency translation adjustment (184) (144) Total indefinite-lived intangible assets $ 1,246 $ 1,286 Total intangible assets, net $ 2,813 $ 2,255 The change in the gross and net amounts for technology, customer relationships and trade names and other finite-lived intangible assets as of December 31, 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 December 31, 2021 compared with December 31, 2020 is also related to 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. There was no impairment of indefinite-lived intangible assets for the years ended December 31, 2021, 2020 and 2019. We recorded an impairment charge of $14 million in 2021 related to a finite-lived intangible asset for customer relationships associated with the wind down of a previous acquisition included in depreciation and amortization expense in the Consolidated Statements of Income. There were no material finite-lived impairment charges in 2020 and 2019. The following table presents our amortization expense for acquired finite-lived intangible assets: Year Ended December 31, 2021 2020 2019 (in millions) Amortization expense $ 170 $ 103 $ 101 The increase in amortization expense for the year ended December 31, 2021 compared with the same periods in 2020 and 2019 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 Consolidated Statements of Income. The table below presents the estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $62 million as of December 31, 2021) of acquired finite-lived intangible assets as of December 31, 2021: (in millions) 2022 $ 161 2023 157 2024 152 2025 149 2026 146 2027+ 864 Total $ 1,629 |
Investments
Investments | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | INVESTMENTS The following table presents the details of our investments: December 31, 2021 December 31, 2020 (in millions) Financial investments $ 208 $ 195 Equity method investments $ 363 $ 216 Equity securities $ 67 $ 60 Financial Investments Financial investments are comprised of trading securities, primarily highly rated European government debt securities, of which $162 million as of December 31, 2021 and $175 million as of December 31, 2020, 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 December 31, 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 Consolidated Balance Sheets. No material impairments were recorded for the years end December 31, 2021 and 2020. Net income recognized from our equity interest in the earnings and losses of these equity method investments, primarily OCC, was $52 million for the year ended December 31, 2021, $70 million for the year ended December 31, 2020 and $84 million for the year ended December 31, 2019. For the year ended December 31, 2021, lower equity interest in the earnings of OCC as compared to 2020 and 2019 is primarily driven by a reduction, in 2021, in the clearing fee rates that OCC charged its customers. Equity Securities The carrying amounts of our equity securities are included in other non-current assets in the 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 year ended December 31, 2021, 2020 and 2019. As of December 31, 2021 and December 31, 2020 , our equity securities primarily represent various strategic investments made through our corporate venture program as well as investments acquired through various acquisitions. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | PROPERTY AND EQUIPMENT, NET The following table presents our major categories of property and equipment, net: Year Ended December 31, 2021 2020 (in millions) Data processing equipment and software $ 735 $ 732 Furniture, equipment and leasehold improvements 288 300 Total property and equipment 1,023 1,032 Less: accumulated depreciation and amortization and impairment charges (514) (557) Total property and equipment, net $ 509 $ 475 Depreciation and amortization expense for property and equipment was $108 million for the year ended December 31, 2021, $99 million for the year ended December 31, 2020, and $89 million for the year ended December 31, 2019. These amounts are included in depreciation and amortization expense in the Consolidated Statements of Income. We recorded pre-tax, non-cash property and equipment asset impairment charges on capitalized software that was retired and accelerated depreciation expense on certain assets as a result of a decrease in their useful life of $4 million in 2021, $14 million in 2020 and $26 million in 2019. These charges are included in restructuring charges in the Consolidated Statements of Income. See Note 20, “Restructuring Charges,” for a discussion of our 2019 restructuring plan. There were no other material impairments of property and equipment recorded in 2021, 2020 or 2019. As of December 31, 2021 and 2020, we did not own any real estate properties. |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 (in millions) Market Technology Anti Financial Crime Technology $ 247 $ 130 $ 121 Marketplace Infrastructure Technology 216 227 217 Investment Intelligence Market data 414 399 387 Index 459 324 223 Analytics 203 175 158 Corporate Platforms Listing services 387 307 290 IR & ESG Services 226 214 200 Market Services Transaction-based trading and clearing, net 916 800 606 Trade management services 325 296 287 Other revenues 27 31 46 Revenues less transaction-based expenses $ 3,420 $ 2,903 $ 2,535 Substantially all revenues from the Market Technology, Investment Intelligence and Corporate Platforms segments were recognized over time for the years ended December 31, 2021, 2020, and 2019. For the years ended December 31, 2021, 2020 and 2019 approximately 70.8%, 69.8% and 64.4%, respectively, of Market Services revenues were recognized at a point in time and 29.2%, 30.2% and 35.6%, respectively, were recognized over time. Contract Balances Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our Consolidated Balance Sheets as receivables, which are net of allowance for doubtful accounts of $17 million as of December 31, 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 range from three months to three years and there is no significant variable consideration. Deferred revenue is the only significant contract asset or liability as of December 31, 2021 . Deferred revenue represents consideration received that is yet to be recognized as revenue for unsatisfied performance obligations. Deferred revenue primarily represents our contract liabilities related to our fees for Market Technology, Analytics, annual and initial listings, and IR & ESG Services contracts. See Note 8, “Deferred Revenue,” for our discussion on deferred revenue balances, activity, and expected timing of recognition. We do not have a material amount of revenue recognized from performance obligations that were satisfied in prior periods. We do not provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. For our initial listings the transaction price allocated to remaining performance obligations is included in deferred revenue. For our market technology, Analytics, and IR & ESG contracts the portion of transaction price allocated to unsatisfied performance obligations is presented in the table below. To the extent consideration has been received, unsatisfied performance obligations would be included in the table below as well as deferred revenue. The following table summarizes the amount of the transaction price allocated to performance obligations that are unsatisfied, for contract durations greater than one year, as of December 31, 2021: Market Technology Analytics IR & ESG Services Total (in millions) 2022 $ 506 $ 63 $ 57 $ 626 2023 337 38 30 405 2024 178 15 8 201 2025 106 4 1 111 2026 68 3 — 71 2027+ 92 2 — 94 Total $ 1,287 $ 125 $ 96 $ 1,508 Deferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the year ended December 31, 2021 are reflected in the following table: Balance at December 31, 2020 Additions Revenue Recognized Adjustments Balance at December 31, 2021 (in millions) Market Technology $ 53 $ 113 $ (46) $ (3) $ 117 Investment Intelligence 97 104 (95) — 106 Corporate Platforms: Initial Listing 91 97 (41) (2) 145 Annual Listings 2 3 (2) (1) 2 IR & ESG Services 46 52 (41) — 57 Other 17 15 (9) (2) 21 Total $ 306 $ 384 $ (234) $ (8) $ 448 In the preceding table: • Additions primarily reflect deferred revenue billed in the current period, net of recognition. Market Technology additions include deferred revenue acquired as part of the acquisition of Verafin. • Revenue recognized includes revenue recognized during the current period that was included in the beginning balance. • Adjustments reflect foreign currency translation adjustments. • Other primarily includes deferred revenue from non-U.S. listing of additional shares fees. Listing of additional shares fees are included in our Listing Services business. As of December 31, 2021, we estimate that our deferred revenue will be recognized in the following years: Fiscal year ended: 2022 2023 2024 2025 2026 2027+ Total (in millions) Market Technology $ 109 $ 6 $ 1 $ 1 $ — $ — $ 117 Investment Intelligence 104 2 — — — — 106 Corporate Platforms: Initial Listings 49 35 26 17 14 4 145 Annual Listings 2 — — — — — 2 IR & ESG Services 56 1 — — — — 57 Other 9 7 4 1 — — 21 Total $ 329 $ 51 $ 31 $ 19 $ 14 $ 4 $ 448 In the above table, 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 | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt Obligations | DEBT OBLIGATIONS The following table presents the changes in the carrying amount of our debt obligations during the year ended December 31, 2021: December 31, 2020 Additions Payments, Foreign Currency Translation and Accretion December 31, 2021 (in millions) Short-term debt - commercial paper $ — $ 4,079 $ (3,659) $ 420 2022 Notes 597 — 1 598 Total short-term debt $ 597 $ 4,079 $ (3,658) $ 1,018 Long-term debt - senior unsecured notes: 2024 Notes $ 498 $ — $ 1 $ 499 2023 Notes 730 — (730) — 2026 Notes 497 — 1 498 2029 Notes 726 — (50) 676 2030 Notes 726 — (50) 676 2050 Notes 485 — 1 486 2031 Notes 643 — — 643 2040 Notes 643 — 1 644 2033 Notes — 726 (32) 694 2020 Credit Facility (4) 100 (100) (4) Total long-term debt $ 4,944 $ 826 $ (958) $ 4,812 Total debt obligations $ 5,541 $ 4,905 $ (4,616) $ 5,830 In the table above, the 2022 Notes were reclassified to short-term debt as of December 31, 2021. 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.” In July 2021, we issued commercial paper to partially fund our ASR agreement. See “ASR Agreements,” of Note 12, “Nasdaq Stockholders' Equity." As of December 31, 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 31 days to 66 days and the weighted-average maturity is 29 days. The weighted-average effective interest rate is 0.34% per annum. Senior Unsecured Notes Our 2022 and 2040 Notes were issued at par. All of our other outstanding senior unsecured notes were issued at a discount. As a result of the discount, the proceeds received from each issuance were less than the aggregate principal amount. As of December 31, 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. The senior unsecured notes may be redeemed by Nasdaq at any time, subject to a make-whole amount. Upon a change of control triggering event (as defined in the various supplemental indentures governing the applicable notes), the terms require us to repurchase all or part of each holder’s notes for cash equal to 101% of the aggregate principal amount purchased plus accrued and unpaid interest, if any. 2024 Notes In May 2014, Nasdaq issued the 2024 Notes, which 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%. Early Extinguishment of 2023 Notes Nasdaq issued the 2023 Notes in May 2016, which paid interest annually at a rate of 1.75% per annum. In August 2021, we primarily used the net proceeds from the 2033 Notes to repay in full and redeem our 2023 Notes. For further discussion see “2033 Notes” below. In connection with the early extinguishment of the 2023 Notes, we recorded a pre-tax charge of $33 million, which primarily includes a make-whole redemption price premium. This charge is included in general, administrative and other expense in the Consolidated Statements of Income for the year ended December 31, 2021. 2026 Notes In June 2016, Nasdaq issued the 2026 Notes, which pay interest semi-annually at a rate of 3.85% per annum until June 30, 2026. Such interest rate may vary with Nasdaq’s debt rating, to the extent Nasdaq is downgraded below investment grade, up to a rate not to exceed 5.85%. 2029 Notes In April 2019, Nasdaq issued the 2029 Notes, which pay interest annually at a rate of 1.75% per annum until March 28, 2029. Such interest rate may vary with Nasdaq’s debt rating, to the extent Nasdaq is downgraded below investment grade, up to a rate not to exceed 3.75%. The 2029 Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. The decrease in the carrying amount of $50 million noted in the “Payments, Foreign Currency Translation and Accretion” column in the table above primarily reflects the remeasurement of the 2029 Notes into U.S. dollars and is recorded in accumulated other comprehensive loss within Nasdaq's stockholders’ equity in the Consolidated Balance Sheets as of December 31, 2021. 2030 Notes In February 2020, Nasdaq issued the 2030 Notes. The 2030 Notes pay interest annually in arrears, which began on February 13, 2021. The 2030 Notes were designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. The decrease in the carrying amount of $50 million noted in the “Payments, Foreign Currency Translation and Accretion” column in the table above primarily reflects the remeasurement of the 2030 Notes into U.S. dollars and is recorded in accumulated other comprehensive loss within Nasdaq's stockholders’ equity in the Consolidated Balance Sheets as of December 31, 2021. 2050 Notes In April 2020, Nasdaq issued the 2050 Notes. The 2050 Notes pay interest semi-annually in arrears, which began on October 28, 2020. 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 fund the acquisition of Verafin. For further discussion of the acquisition of Verafin, see “2021 Acquisition,” of Note 4, “Acquisitions and Divestiture.” 2022 Notes The 2022 Notes pay interest semi-annually in arrears, which began on June 21, 2021. The interest rate of 0.445% may vary with Nasdaq's debt rating, to the extent Nasdaq is downgraded below investment grade, up to a rate not to exceed 2.445%. 2031 Notes The 2031 Notes pay interest semi-annually in arrears, which began on January 15, 2021. The interest rate of 1.650% may vary with Nasdaq's debt rating, to the extent Nasdaq is downgraded below investment grade, up to a rate not to exceed 3.65%. 2040 Notes The 2040 Notes pay interest semi-annually in arrears, which began on June 21, 2021. The interest rate of 2.500% may vary with Nasdaq's debt rating, to the extent Nasdaq is downgraded below investment grade, up to a rate not to exceed 4.50%. 2033 Notes In July 2021, Nasdaq issued €615 million aggregate principal amount of 0.900% senior notes due in 2033, which pay interest annually in arrears, beginning on July 30, 2022. The net proceeds from the 2033 Notes were approximately $726 million after deducting the underwriting discount and expenses of the offering. We primarily used the net proceeds from the 2033 Notes to redeem all of the 2023 Notes. For further discussion of the 2023 Notes, see “Early Extinguishment of 2023 Notes” 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. The decrease in the carrying amount of $32 million noted in the “Payments, Foreign Currency Translation and Accretion” column in the table above primarily reflects the remeasurement of the 2033 Notes into U.S. dollars and is recorded in accumulated other comprehensive loss within Nasdaq stockholders’ equity in the Consolidated Balance Sheets as of December 31, 2021. Credit Facilities 2020 Credit Facility In December 2020, Nasdaq entered into the 2020 Credit Facility, which replaced a former credit facility and consists of a $1.25 billion five-year revolving credit facility (with sublimits for non-dollar borrowings, swingline borrowings and letters of credit). Nasdaq intends to use funds available under the 2020 Credit Facility for general corporate purposes and to provide liquidity support for the repayment of commercial paper issued through the commercial paper program. Nasdaq is permitted to repay borrowings under our 2020 Credit Facility at any time in whole or in part, without penalty. As of December 31, 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, $420 million provides liquidity support for the commercial paper program. As such, as of December 31, 2021, the total remaining amount available under the 2020 Credit Facility was $830 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 (or a successor rate to LIBOR), the base rate (as defined in the credit agreement), or other applicable rate with respect to non-dollar borrowings, plus an applicable margin that varies with Nasdaq’s debt rating. We are charged commitment fees of 0.125% to 0.350%, depending on our credit rating, whether or not amounts have been borrowed. These commitment fees are included in interest expense and were not material for the year ended December 31, 2021 and 2020. 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 $212 million as of December 31, 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 years ended December 31, 2021 and 2020. These facilities include customary affirmative and negative operating covenants and events of default. Debt Covenants As of December 31, 2021, we were in compliance with the covenants of all of our debt obligations. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 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 Consolidated Statements of Income was $14 million for the year ended December 31, 2021, $14 million for the year ended December 31, 2020 and $13 million for the year ended December 31, 2019. 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., collectively referred to as the Nasdaq Benefit Plans. 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 Consolidated Statements of Income and was $26 million for the year ended December 31, 2021, $23 million for the year ended December 31, 2020 and $20 million for the year ended December 31, 2019. Nasdaq recognizes the funded status of the Nasdaq Benefit Plans, measured as the difference between the fair value of the plan assets and the benefit obligation, in the Consolidated Balance Sheets. The fair value of our U.S. defined-benefit pension plans' assets was $111 million as of December 31, 2021 and the benefit obligation was $112 million as of December 31, 2021. As a result, the U.S. defined-benefit pension plans are underfunded by $1 million as of December 31, 2021. The fair value of our U.S. defined-benefit pension plans' assets was $119 million as of December 31, 2020 and the benefit obligation was $118 million as of December 31, 2020. As a result, the U.S. defined-benefit pension plans were fully funded as of December 31, 2020. During 2021 and 2020, we did not make any contributions to our U.S. defined-benefit pension plans. For our SERP and other post-retirement benefit plans, the net underfunded liability was $34 million as of December 31, 2021 and $30 million as of December 31, 2020. The underfunded liability for the above plans is included in accrued personnel costs and other non-current liabilities in the Consolidated Balance Sheets. The plan assets of the Nasdaq Benefit Plans are invested per target allocations adopted by Nasdaq’s Pension and 401(k) Committee and are primarily invested in collective fund investments that have underlying investments in fixed income securities. The collective fund investments are valued at net asset value which is a practical expedient to estimate fair value. Accumulated Other Comprehensive Loss As of December 31, 2021, accumulated other comprehensive loss for the Nasdaq Benefit Plans was $26 million reflecting an unrecognized net loss of $33 million, partially offset by an income tax benefit of $7 million, primarily due to our pension plans. Estimated Future Benefit Payments We expect to make the following benefit payments to participants in the next ten fiscal years under the Nasdaq Benefit Plans: Pension SERP Post-retirement Total Fiscal Year Ended: (in millions) 2022 $ 8 $ 6 $ — $ 14 2023 7 2 — 9 2024 8 2 — 10 2025 8 2 — 10 2026 10 2 — 12 2027 through 2031 38 8 2 48 $ 79 $ 22 $ 2 $ 103 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 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 presents the total share-based compensation expense resulting from equity awards and the 15.0% discount for the ESPP for the years ended December 31, 2021, 2020 and 2019, which is included in compensation and benefits expense in the Consolidated Statements of Income: Year Ended December 31, 2021 2020 2019 (in millions) Share-based compensation expense before income taxes $ 90 $ 87 $ 79 Income tax benefit (24) (23) (21) Share-based compensation expense after income taxes $ 66 $ 64 $ 58 Common Shares Available Under Our Equity Plan As of December 31, 2021, we had approximately 9.5 million shares of common stock authorized for future issuance under our Equity Plan. Restricted Stock We grant restricted stock to most employees. The grant date fair value of restricted stock awards is based on the closing stock price at the date of grant less the present value of future cash dividends. Restricted stock awards granted to employees below the manager level generally vest 33.3% on the first anniversary of the grant date, 33.3% on the second anniversary of the grant date, and 33.3% on the third anniversary of the grant date. Restricted stock awards granted to employees at or above the manager level generally vest 33.3% on the second anniversary of the grant date, 33.3% on the third anniversary of the grant date, and 33.3% on the fourth anniversary of the grant date. Summary of Restricted Stock Activity The following table summarizes our restricted stock activity for the years ended December 31, 2021, 2020 and 2019: Restricted Stock Number of Awards Weighted-Average Grant Date Fair Value Unvested at December 31, 2018 1,583,375 $ 68.62 Granted 605,033 85.03 Vested (548,588) 61.45 Forfeited (153,064) 73.99 Unvested at December 31, 2019 1,486,756 $ 77.38 Granted 743,300 89.93 Vested (499,357) 72.95 Forfeited (91,648) 81.17 Unvested at December 31, 2020 1,639,051 $ 84.21 Granted 507,745 151.56 Vested (541,603) 83.34 Forfeited (138,853) 102.11 Unvested at December 31, 2021 1,466,340 $ 106.16 As of December 31, 2021, $81 million of total unrecognized compensation cost related to restricted stock is expected to be recognized over a weighted-average period of 1.8 years. PSUs PSUs are based on performance measures that impact the amount of shares that each recipient will receive upon vesting. Prior to April 1, 2020, we had two performance-based PSU programs for certain officers, a one-year performance-based program and a three-year cumulative performance-based program that focuses on TSR. Effective April 1, 2020, to better align the equity programs for eligible officers, the one-year performance-based program was eliminated and all eligible officers now participate in the three-year cumulative performance-based program. While the performance periods are complete for all PSUs granted under the one-year performance-based program, some shares underlying these PSUs have not vested. One-Year PSU Program The grant date fair value of PSUs under the one-year performance-based program was based on the closing stock price at the date of grant less the present value of future cash dividends. Under this program, an eligible employee received a target grant of PSUs, but could have received from 0.0% to 150.0% of the target amount granted, depending on the achievement of performance measures. These awards vest ratably on an annual basis over a three-year period commencing with the end of the one-year performance period. Compensation cost is recognized over the performance period and the three-year vesting period based on the probability that such performance measures will be achieved, taking into account an estimated forfeiture rate. Three-Year PSU Program Under the three-year performance-based program, each eligible individual receives PSUs, subject to market conditions, with a three-year cumulative performance period that vest at the end of the performance period. Compensation cost is recognized over the three-year performance period, taking into account an estimated forfeiture rate, regardless of whether the market condition is satisfied, provided that the requisite service period has been completed. Performance will be determined by comparing Nasdaq’s TSR to two peer groups, each weighted 50.0%. The first peer group consists of exchange companies, and the second peer group consists of all companies in the S&P 500. Nasdaq’s relative performance ranking against each of these groups will determine the final number of shares delivered to each individual under the program. The award issuance under this program will be between 0.0% and 200.0% of the number of PSUs granted and will be determined by Nasdaq’s overall performance against both peer groups. However, if Nasdaq’s TSR is negative for the three-year performance period, regardless of TSR ranking, the award issuance will not exceed 100.0% of the number of PSUs granted. We estimate the fair value of PSUs granted under the three-year PSU program using the Monte Carlo simulation model, as these awards contain a market condition. Grants of PSUs that were issued in 2019 with a three-year performance period exceeded the applicable performance parameters. As a result, an additional 289,307 units above the original target were granted in the first quarter of 2022 and were fully vested upon issuance. The following weighted-average assumptions were used to determine the weighted-average fair values of the PSU awards granted under the three-year PSU program for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Weighted-average risk free interest rate 0.33 % 0.27 % Expected volatility 30.30 % 27.40 % Weighted-average grant date share price $ 155.63 $ 92.34 Weighted-average fair value at grant date $ 218.24 $ 111.50 In the table above: • The risk-free interest rate for periods within the expected life of the award is based on the U.S. Treasury yield curve in effect at the time of grant; and • We use historic volatility for PSU awards issued under the three-year PSU program, as implied volatility data could not be obtained for all the companies in the peer groups used for relative performance measurement within the program. In addition, the annual dividend assumption utilized in the Monte Carlo simulation model is based on Nasdaq’s dividend yield at the date of grant. Summary of PSU Activity The following table summarizes our PSU activity for the years ended December 31, 2021, 2020 and 2019: 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 December 31, 2018 314,231 $ 74.01 837,750 $ 96.57 Granted 179,599 83.56 397,553 96.55 Vested (147,984) 70.64 (431,751) 93.25 Forfeited (28,595) 75.43 (6,101) 103.29 Unvested at December 31, 2019 317,251 $ 80.87 797,451 $ 98.31 Granted 26,780 84.17 320,328 107.42 Vested (138,423) 78.09 (300,767) 81.57 Forfeited (36,060) 82.41 (7,023) 98.26 Unvested at December 31, 2020 169,548 $ 83.33 809,989 $ 108.12 Granted — — 360,569 175.98 Vested (99,764) 82.99 (392,727) 116.86 Forfeited (20,050) 83.29 (13,707) 142.29 Unvested at December 31, 2021 49,734 $ 84.03 764,124 $ 135.04 In the table above, the granted amount includes additional awards granted based on overachievement of performance parameters as well as target awards. As of December 31, 2021, $1 million of total unrecognized compensation cost related to the one-year PSU program is expected to be recognized over a weighted-average period of 1.0 year. For the three-year PSU program, $43 million of total unrecognized compensation cost is expected to be recognized over a weighted-average period of 1.4 years. Stock Options A summary of stock option activity for the years ended December 31, 2021, 2020 and 2019 is as follows: Number of Stock Options Weighted-Average Exercise Price Outstanding at December 31, 2018 448,966 $ 49.25 Exercised (69,699) 20.84 Forfeited (165) 25.28 Outstanding at December 31, 2019 379,102 $ 54.32 Exercised (85,195) 23.91 Forfeited (554) 20.94 Outstanding and exercisable at December 31, 2020 293,353 $ 63.22 Exercised (24,409) 25.28 Forfeited (127) 25.28 Outstanding and exercisable at December 31, 2021 268,817 $ 66.68 The net cash proceeds from the exercise of 24,409 stock options for the year ended December 31, 2021 was $1 million. The net cash proceeds from the exercise of 85,195 stock options for the year ended December 31, 2020 was $2 million. The net cash proceeds from the exercise of 69,699 stock options for the year ended December 31, 2019 was $2 million. As of December 31, 2021, the aggregate pre-tax intrinsic value of the outstanding and exercisable stock options in the above table was $39 million and represents the difference between our closing stock price on December 31, 2021 of $210.01 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 December 31, 2021, the weighted-average remaining contractual term of the outstanding and exercisable stock options included in the above table was 5.0 years. The total pre-tax intrinsic value of stock options exercised was $3 million for the year ended December 31, 2021, $9 million for the year ended December 31, 2020 and $6 million for the year ended December 31, 2019. ESPP We have an ESPP under which approximately 4.2 million shares of our common stock were available for future issuance as of December 31, 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. The following table summarizes employee activity and expense associated with the ESPP for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 Number of shares purchased by employees 201,758 221,123 229,172 Weighted-average price of shares purchased $ 124.24 $ 95.79 $ 73.79 Compensation expense (in millions) $ 7 $ 5 $ 4 |
Nasdaq Stockholders_ Equity
Nasdaq Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Nasdaq Stockholders' Equity | NASDAQ STOCKHOLDERS' EQUITY Common Stock As of December 31, 2021, 300,000,000 shares of our common stock were authorized, 173,418,939 shares were issued and 166,679,635 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 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 6,739,304 shares of common stock in treasury as of December 31, 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 December 31, 2021, the remaining aggregate authorized amount under the existing share repurchase program was $926 million. These repurchases may be made from time to time at prevailing market prices in open market purchases, privately-negotiated transactions, block purchase techniques, an accelerated share repurchase program or otherwise, as determined by our management. The repurchases are primarily funded from existing cash balances. The share repurchase program may be suspended, modified or discontinued at any time, and has no defined expiration date. The following is a summary of our share repurchase activity, excluding the repurchases done through our ASR agreement described below, reported based on settlement date, for the year ended December 31, 2021: Year Ended December 31, 2021 Number of shares of common stock repurchased 2,911,208 Average price paid per share $ 160.87 Total purchase price (in millions) $ 468 In the table above, the number of shares of common stock repurchased excludes an aggregate of 394,221 shares withheld upon the vesting of restricted stock and PSUs for the year ended December 31, 2021. As discussed above in “Common Stock in Treasury, at Cost,” shares repurchased under our share repurchase program are currently retired and cancelled. ASR Agreements In July 2021, we entered into an ASR agreement to repurchase $475 million of common stock. We received a total delivery of 2,431,212 shares of common stock and completed the ASR program during the fourth quarter of 2021. The ASR agreement was entered into pursuant to our $1.5 billion share repurchase authorization as discussed in "Share Repurchase Program," above. On January 26, 2022 we announced that we entered into an ASR agreement to repurchase $325 million of common stock and received an initial delivery of 1,533,923 shares of common stock. The final number of shares to be repurchased will be based on the volume-weighted average price of the Company’s common stock during the term of the ASR agreement, less a discount and subject to adjustments pursuant to the terms of the ASR agreement. The final settlement of the ASR agreement is expected to be completed in the first quarter of 2022. 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 December 31, 2021 and December 31, 2020, no shares of preferred stock were issued or outstanding. Cash Dividends on Common Stock During 2021, our board of directors declared and paid the following cash dividends: Declaration Date Dividend Per Record Date Total Amount Paid Payment Date (in millions) January 27, 2021 $ 0.49 March 12, 2021 $ 81 March 26, 2021 April 21, 2021 0.54 June 11, 2021 89 June 25, 2021 July 21, 2021 0.54 September 10, 2021 90 September 24, 2021 October 20, 2021 0.54 December 3, 2021 90 December 17, 2021 $ 350 The total amount paid of $350 million was recorded in retained earnings within Nasdaq's stockholders' equity in the Consolidated Balance Sheets at December 31, 2021. In January 2022, 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 March 25, 2022 to shareholders of record at the close of business on March 11, 2022. The estimated amount of this dividend is $90 million. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the board of directors. The board of directors maintains a dividend policy with the intention to provide stockholders with regular and increasing dividends as earnings and cash flows increase. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, 2021 2020 2019 Numerator: (in millions, except share and per share amounts) Net income attributable to common shareholders $ 1,187 $ 933 $ 774 Denominator: Weighted-average common shares outstanding for basic earnings per share 165,899,459 164,415,191 164,931,628 Weighted-average effect of dilutive securities: Employee equity awards 2,463,063 2,135,532 1,679,922 Contingent issuance of common stock — 353,218 358,611 Weighted-average common shares outstanding for diluted earnings per share 168,362,522 166,903,941 166,970,161 Basic and diluted earnings per share: Basic earnings per share $ 7.15 $ 5.67 $ 4.69 Diluted earnings per share $ 7.05 $ 5.59 $ 4.63 In the tables above: • Employee equity awards from our PSU program, which are considered contingently issuable, are included in the computation of dilutive earnings per share on a weighted average basis when management determines that the applicable performance criteria would have been met if the performance period ended as of the date of the relevant computation. • For the years ended December 31, 2020 and 2019, the contingent issuance of common stock was related to a contingent obligation associated with a business we sold in June 2021. See “2021 Divestiture,” of Note 4, “Acquisitions and Divestiture,” for further discussion. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 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 December 31, 2021 and December 31, 2020. December 31, 2021 Total Level 1 Level 2 Level 3 (in millions) European government debt securities $ 144 $ 144 $ — $ — Corporate debt securities 20 — 20 — State owned enterprises and municipal securities 11 — 11 — Swedish mortgage bonds 21 — 21 — Time deposits 12 — 12 — Total assets at fair value $ 208 $ 144 $ 64 $ — December 31, 2020 Total Level 1 Level 2 Level 3 (in millions) European government debt securities $ 156 $ 156 $ — $ — Corporate debt securities 2 — 2 — State owned enterprises and municipal securities 15 — 15 — Swedish mortgage bonds 22 — 22 — Total assets at fair value $ 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 December 31, 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 December 31, 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 both December 31, 2021 and 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 December 31, 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 9, “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 December 31, 2021 and December 31, 2020, there were no non-financial assets measured at fair value on a non-recurring basis. |
Clearing Operations
Clearing Operations | 12 Months Ended |
Dec. 31, 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 three member sponsored default funds: one related to financial markets, one related to commodities markets and one related to the seafood market. Under this structure, Nasdaq Clearing and its clearing members must contribute to the total regulatory capital related to the clearing operations of Nasdaq Clearing. This structure applies an initial separation of default fund contributions for the financial, commodities and seafood markets in order to create a buffer for each market’s counterparty risks. As of September 1, 2021, the mutualized default fund has been eliminated and the default fund structure is fully segregated. See “Default Fund Contributions” below for further discussion of Nasdaq Clearing’s default fund. A power of assessment and a liability waterfall have also been implemented to further align risk between Nasdaq Clearing and its clearing members. See “Power of Assessment” and “Liability Waterfall” below for further discussion. Nasdaq Commodities Clearing Default In September 2018, a member of the Nasdaq Clearing commodities market defaulted due to the inability to post sufficient collateral to cover increased margin requirements for the positions of the relevant member, which had experienced losses due to sharp adverse movements in the Nordic - German power market spread. Nasdaq Clearing followed default procedures and offset the future market risk on the defaulting member’s positions. Immediately following the event, Nasdaq Clearing launched a comprehensive enhancement program to strengthen the resilience and robustness of the clearinghouse. 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 $33 million (SEK 300 million) to Nasdaq Clearing based on its review. Nasdaq Clearing appealed the SFSA´s decision to the Administrative Court. In December 2021, the court rejected Nasdaq Clearing’s appeal and upheld the decision of the SFSA. In January 2022, Nasdaq Clearing appealed this decision to the Administrative Court of Appeal. While we continue to firmly believe in the merit of our appeal, due to the recent decision by the Administrative Court, we have determined it is appropriate to record an accrual for the full amount of the administrative fine issued by the SFSA. The charge is included in regulatory expense in our Consolidated Statements of Income for the year ended December 31, 2021. Default Fund Contributions and Margin Deposits As of December 31, 2021, clearing member default fund contributions and margin deposits were as follows: December 31, 2021 Cash Contributions Non-Cash Contributions Total Contributions (in millions) Default fund contributions $ 771 $ 109 $ 880 Margin deposits 5,140 6,614 11,754 Total $ 5,911 $ 6,723 $ 12,634 Of the total default fund contributions of $880 million, Nasdaq Clearing can utilize $804 million as capital resources in the event of a counterparty default. The remaining balance of $76 million pertains to member posted surplus balances. Our clearinghouse holds material amounts of clearing member cash deposits which are held or invested primarily to provide security of capital while minimizing credit, market and liquidity risks. While we seek to achieve a reasonable rate of return, we are primarily concerned with preservation of capital and managing the risks associated with these deposits. Clearing member cash contributions are maintained in demand deposits held at central banks and large, highly rated financial institutions or secured through direct investments, primarily central bank certificates and highly rated European government debt securities with original maturities primarily 1 year or less, reverse repurchase agreements and multilateral development bank debt securities. Investments in reverse repurchase agreements range in maturity from 4 days to 14 days and are secured with highly rated government securities. 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 $5,911 million as of December 31, 2021 and $3,942 million as of December 31, 2020, in accordance with its investment policy as follows: December 31, 2021 December 31, 2020 (in millions) Demand deposits $ 3,061 $ 2,086 Central bank certificates 2,013 1,111 Restricted cash and cash equivalents $ 5,074 $ 3,197 European government debt securities 414 470 Reverse repurchase agreements 152 180 Multilateral development bank debt securities 271 95 Investments $ 837 $ 745 Total $ 5,911 $ 3,942 In the table above the change from December 31, 2020 to December 31, 2021 includes currency translation adjustments of $321 million for restricted cash and cash equivalents and $40 million for investments. For the years ended December 31, 2021, 2020 and 2019 investments related to default funds and margin deposits, net includes purchases of investment securities of $(41,098) million, $(54,046) million and $(38,203) million, respectively, and proceeds from sales and redemptions of investment securities of $40,966 million, $54,155 million and $38,029 million, respectively. In the investment activity related to default fund and margin contributions, we are exposed to counterparty risk related to reverse repurchase agreement transactions, which reflect the risk that the counterparty might become insolvent and, thus, fail to meet its obligations to Nasdaq Clearing. We mitigate this risk by only engaging in transactions with high credit quality reverse repurchase agreement counterparties and by limiting the acceptable collateral under the reverse repurchase agreement to high quality issuers, primarily government securities and other securities explicitly guaranteed by a government. The value of the underlying security is monitored during the lifetime of the contract, and in the event the market value of the underlying security falls below the reverse repurchase amount, our clearinghouse may require additional collateral or a reset of the contract. Default Fund Contributions Required contributions to the default funds are proportional to the exposures of each clearing member. When a clearing member is active in more than one market, contributions must be made to all markets’ default funds in which the member is active. Clearing members’ eligible contributions may include cash and non-cash contributions. Cash contributions received are maintained in demand deposits held at central banks and large, highly rated financial institutions or invested by Nasdaq Clearing, in accordance with its investment policy, either in central bank certificates, highly rated government debt securities, reverse repurchase agreements with highly rated government debt securities as collateral, or multilateral development bank debt securities. Nasdaq Clearing maintains and manages all cash deposits related to margin collateral. All risks and rewards of collateral ownership, including interest, belong to Nasdaq Clearing. Clearing members’ cash contributions are included in default funds and margin deposits in the 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 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 December 31, 2021, Nasdaq Clearing committed capital totaling $138 million to the liability waterfall and overall regulatory capital, in the form of government debt securities, which are recorded as financial investments in the 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 Consolidated Balance Sheets as both a current asset and a current liability. Pledged margin collateral is not recorded in our 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 December 31, 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 $44 million as of December 31, 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; and • fully segregated senior capital for each specific market contributed by Nasdaq Clearing, calculated in accordance with clearinghouse rules, which totaled $24 million as of December 31, 2021. 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 $70 million to ensure that it can handle an orderly wind-down of its operation, and that it is adequately protected against investment, operational, legal, and business risks. Market Value of Derivative Contracts Outstanding The following table presents the market value of derivative contracts outstanding prior to netting: December 31, 2021 (in millions) Commodity and seafood options, futures and forwards $ 282 Fixed-income options and futures 291 Stock options and futures 147 Index options and futures 80 Total $ 800 In the table above: • We determined the fair value of our option contracts using standard valuation models that were based on market-based observable inputs including implied volatility, interest rates and the spot price of the underlying instrument. • We determined the fair value of our futures contracts based upon quoted market prices and average quoted market yields. • We determined the fair value of our forward contracts using standard valuation models that were based on market-based observable inputs including benchmark rates and the spot price of the underlying instrument. Derivative Contracts Cleared The following table presents the total number of derivative contracts cleared through Nasdaq Clearing for the years ended December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Commodity and seafood options, futures and forwards 536,252 672,219 Fixed-income options and futures 23,140,918 21,299,713 Stock options and futures 20,308,811 19,757,733 Index options and futures 37,860,187 51,371,391 Total 81,846,168 93,101,056 In the table above, the total volume in cleared power related to commodity contracts was 813 Terawatt hours (TWh) and 956 TWh for the years ended December 31, 2021 and 2020, respectively. Resale and Repurchase Agreements Contracts Outstanding and Cleared The outstanding contract value of resale and repurchase agreements was $139 million and $253 million as of December 31, 2021 and 2020, respectively. The total number of resale and repurchase agreements contracts cleared was 6,070,414 and 4,832,504 for the years ended December 31, 2021 and 2020, respectively . |
Leases
Leases | 12 Months Ended |
Dec. 31, 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 December 31, 2021 December 31, 2020 (in millions) Assets: Operating lease assets Operating lease assets $ 366 $ 381 Liabilities: Current lease liabilities Other current liabilities $ 37 $ 46 Non-current lease liabilities Operating lease liabilities 386 389 Total lease liabilities $ 423 $ 435 The following table summarizes Nasdaq's lease cost: Year Ended December 31, 2021 2020 2019 (in millions) Operating lease cost $ 85 $ 85 $ 79 Variable lease cost 28 26 23 Sublease income (4) (4) (5) Total lease cost $ 109 $ 107 $ 97 In the table above, operating lease costs include short-term lease cost, which was immaterial. The following table reconciles the undiscounted cash flows for ea ch of the first five years and total of the remaining years to the operating lease liabilities recorded in our Consolidated Balance Sheets. December 31, 2021 (in millions) 2022 $ 52 2023 57 2024 52 2025 39 2026 36 2027+ 293 Total lease payments 529 Less: interest (106) Present value of lease liabilities $ 423 In the table above, interest is calculated using the interest rate for each lease. Present value of lease liabilities include the current portion of $37 million. Total lease payments in the table above exclude $168 million of legally binding minimum lease payments for a ten The following table provides information related to Nasdaq's lease term and discount rate: December 31, 2021 Weighted-average remaining lease term (in years) 11.4 Weighted-average discount rate 3.8 % The following table provides supplemental cash flow information related to Nasdaq's operating leases: Year Ended December 31, 2021 2020 2019 (in millions) Cash paid for amounts included in the measurement of operating lease liabilities $ 77 $ 77 $ 78 Lease assets obtained in exchange for new operating lease liabilities $ 45 $ 100 $ 26 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Income Before Income Tax Provision The following table presents the domestic and foreign components of income before income tax provision: Year Ended December 31, 2021 2020 2019 (in millions) Domestic $ 1,299 $ 898 $ 691 Foreign 235 314 328 Income before income tax provision $ 1,534 $ 1,212 $ 1,019 Income Tax Provision The income tax provision consists of the following amounts: Year Ended December 31, 2021 2020 2019 (in millions) Current income taxes provision: Federal $ 144 $ 114 $ 120 State 45 50 40 Foreign 64 74 50 Total current income taxes provision 253 238 210 Deferred income taxes provision (benefit): Federal 82 37 27 State 22 6 7 Foreign (10) (2) 1 Total deferred income taxes provision 94 41 35 Total income tax provision $ 347 $ 279 $ 245 We have determined that undistributed earnings of certain non-U.S. subsidiaries will be reinvested for an indefinite period of time. We have both the intent and ability to indefinitely reinvest these earnings. As of December 31, 2021, the cumulative amount of undistributed earnings in these subsidiaries is $286 million. Given our intent and ability to reinvest these earnings for an indefinite period of time, we have not accrued a deferred tax liability on these earnings. A determination of an unrecognized deferred tax liability related to these earnings is not practicable. A reconciliation of the income tax provision, based on the U.S. federal statutory rate, to our actual income tax provision for the years ended December 31, 2021, 2020 and 2019 is as follows: Year Ended December 31, 2021 2020 2019 Federal income tax provision at the statutory rate 21.0 % 21.0 % 21.0 % State income tax provision, net of federal effect 3.9 % 4.2 % 4.1 % Excess tax benefits related to employee share-based compensation (1.3) % (0.6) % (0.5) % Non-U.S. subsidiary earnings 0.3 % 0.5 % 1.0 % Tax credits and deductions (0.3) % (0.2) % (0.2) % Change in unrecognized tax benefits 0.6 % (0.6) % (0.1) % Other, net (1.6) % (1.3) % (1.3) % Actual income tax provision 22.6 % 23.0 % 24.0 % The majority of the decrease in our effective tax rate in 2021 compared to 2020 was due to a tax benefit related to federal, state and local provision to return adjustments, which is included in “Other, net” in the table above. The majority of the decrease in our effective tax rate in 2020 compared to 2019 was the result of favorable audit settlements and remeasurement of our deferred inventory, which is included in “Other, net” in the table above. 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. Deferred Income Taxes The temporary differences, which give rise to our deferred tax assets and (liabilities), consisted of the following: December 31, 2021 2020 (in millions) Deferred tax assets: Deferred revenues $ 12 $ 8 U.S. federal net operating loss — 3 Foreign net operating loss 4 4 State net operating loss 1 2 Compensation and benefits 28 28 Federal benefit of uncertain tax positions 6 5 Operating lease liabilities 99 97 Unrealized losses 2 54 Other 34 39 Gross deferred tax assets 186 240 Less: valuation allowance (4) (3) Total deferred tax assets, net of valuation allowance $ 182 $ 237 Deferred tax liabilities: Amortization of software development costs and depreciation $ (65) $ (55) Amortization of acquired intangible assets and goodwill (322) (499) Investments (99) (77) Operating lease assets (84) (86) Other (16) (19) Gross deferred tax liabilities $ (586) $ (736) Net deferred tax liabilities $ (404) $ (499) Reported as: Non-current deferred tax assets $ 2 $ 3 Deferred tax liabilities, net (406) (502) Net deferred tax liabilities $ (404) $ (499) In the table above, non-current deferred tax assets are included in other non-current assets in the Consolidated Balance Sheets. As of December 31, 2021 and 2020, we recognized a valuation allowance of $4 million and $3 million, respectively, due to recurring operating losses in a foreign jurisdiction. Based on all available positive and negative evidence, we believe the sources of future taxable income are sufficient to realize the remainder of Nasdaq's deferred tax asset inventory. Nasdaq has deferred tax assets associated with NOLs in U.S. state and local and non-U.S. jurisdictions with the following expiration dates: Jurisdiction December 31, 2021 Expiration Date (in millions) Foreign NOL $ 4 No expiration State NOL 1 2025-2036 Unrecognized Tax Benefits A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year Ended December 31, 2021 2020 2019 (in millions) Beginning balance $ 42 $ 48 $ 52 Additions as a result of tax positions taken in prior periods 16 9 10 Additions as a result of tax positions taken in the current period 11 2 1 Reductions related to settlements with taxing authorities (6) (6) (10) Reductions as a result of lapses of the applicable statute of limitations (6) (11) (5) Ending balance $ 57 $ 42 $ 48 We had $57 million of unrecognized tax benefits as of December 31, 2021, $42 million as of December 31, 2020, and $48 million as of December 31, 2019 which, if recognized in the future, would affect our effective tax rate. Nasdaq does not believe that our unrecognized tax benefits will materially change over the next 12 months. We recognize interest and/or penalties related to income tax matters in the provision for income taxes in our Consolidated Statements of Income, which was a $2 million tax benefit for both the years ended December 31, 2021 and 2020, and a tax provision of $3 million for 2019. Accrued interest and penalties, net of tax effect were $4 million as of December 31, 2021 and $8 million as of December 31, 2020. Tax Audits Nasdaq and its eligible subsidiaries file a consolidated U.S. federal income tax return and applicable state and local income tax returns and non-U.S. income tax returns. We are subject to examination by federal, state and local, and foreign tax authorities. Our Federal income tax return for the years 2018 through 2020 is subject to examination by the Internal Revenue Service. Several state tax returns are currently under examination by the respective tax authorities for the years 2012 through 2019. Non-U.S. tax returns are subject to examination by the respective tax authorities for the years 2015 through 2020. 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 |
Commitments, Contingencies and
Commitments, Contingencies and Guarantees | 12 Months Ended |
Dec. 31, 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 15, “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 December 31, 2021 and December 31, 2020. As discussed in “Other Credit Facilities,” of Note 9, “Debt Obligations,” we also have credit facilities primarily related to our Nasdaq Clearing operations, which are available in multiple currencies, and totaled $212 million as of December 31, 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 15, “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 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 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 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 ATS. 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 In December 2021, we recorded a charge related to an administrative fine issued by the SFSA associated with the default which occurred in 2018. The charge is included in regulatory expense in our Consolidated Statements of Income for the year ended December 31, 2021. See “Nasdaq Commodities Clearing Default,” of Note 15, “Clearing Operations,” for further information. Other Matters Except as disclosed above and in prior reports filed under the Exchange Act, we are not currently a party to any litigation or proceeding that we believe could have a material adverse effect on our business, consolidated financial condition, or operating results. However, from time to time, we have been threatened with, or named as a defendant in, lawsuits or involved in regulatory proceedings. In the normal course of business, Nasdaq discusses matters with its regulators raised during regulatory examinations or otherwise subject to their inquiries. Management believes that censures, fines, penalties or other sanctions that could result from any ongoing examinations or inquiries will not have a material impact on its consolidated financial position or results of operations. However, we are unable to predict the outcome or the timing of the ultimate resolution of these matters, or the potential fines, penalties or injunctive or other equitable relief, if any, that may result from these matters. Tax Audits We are engaged in ongoing discussions and audits with taxing authorities on various tax matters, the resolutions of which are uncertain. Currently, there are matters that may lead to assessments, some of which may not be resolved for several years. Based on currently available information, we believe we have adequately provided for any assessments that could result from those proceedings where it is more likely than not that we will be assessed. We review our positions on these matters as they progress. See “Tax Audits,” of Note 17, “Income Taxes,” for further discussion. |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Business Segments | BUSINESS SEGMENTS We manage, operate and provide our products and services in four business segments: Market Technology, Investment Intelligence, Corporate Platforms and Market Services. See Note 1, “Organization and Nature of Operations,” for further discussion of our reportable segments. 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 years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 Market Technology (in millions) Total revenues $ 463 $ 357 $ 338 Depreciation and amortization 111 33 30 Operating income 46 32 54 Purchase of property and equipment 48 43 40 Investment Intelligence Total revenues 1,076 898 768 Depreciation and amortization 62 57 52 Operating income 694 572 480 Purchase of property and equipment 44 52 30 Corporate Platforms Total revenues 613 521 490 Depreciation and amortization 31 34 34 Operating income 247 187 177 Purchase of property and equipment 30 30 27 Market Services Total revenues 3,707 3,818 2,616 Transaction-based expenses (2,466) (2,722) (1,723) Revenues less transaction-based expenses 1,241 1,096 893 Depreciation and amortization 73 76 72 Operating income 800 685 508 Purchase of property and equipment 41 63 30 Corporate Items Total revenues 27 31 46 Depreciation and amortization 1 2 2 Operating income (loss) (346) (242) (202) Consolidated Total revenues $ 5,886 $ 5,625 $ 4,258 Transaction-based expenses (2,466) (2,722) (1,723) Revenues less transaction-based expenses $ 3,420 $ 2,903 $ 2,535 Depreciation and amortization $ 278 $ 202 $ 190 Operating income $ 1,441 $ 1,234 $ 1,017 Purchase of property and equipment $ 163 $ 188 $ 127 Certain amounts are allocated to corporate items in our management reports as we believe they do not contribute to a meaningful evaluation of a particular segment's ongoing operating performance. These items, which are presented in the table below, include the following: • Amortization expense of acquired intangible assets: We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations. As such, if intangible asset amortization is included in performance measures, it is more difficult to assess the day-to-day operating performance of the segments, and the relative operating performance of the segments between periods. Management does not consider intangible asset amortization expense for the purpose of evaluating the performance of our segments or their managers or when making decisions to allocate resources. Therefore, we believe performance measures excluding intangible asset amortization expense provide management with a useful representation of our segments' ongoing activity in each period. • Merger and strategic initiatives expense: We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years that have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third party transaction costs. The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transaction. Management does not consider merger and strategic initiatives expense for the purpose of evaluating the performance of our segments or their managers or when making decisions to allocate resources. Therefore, we believe performance measures excluding merger and strategic initiatives expense provide management with a useful representation of our segments' ongoing activity in each period. • Restructuring charges: We initiated the transition of certain technology platforms to advance our strategic opportunities as a technology and analytics provider and continue the re-alignment of certain business areas. See Note 20, “Restructuring Charges,” for further discussion of our 2019 restructuring plan. We believe performance measures excluding restructuring charges provide management with a useful representation of our segments' ongoing activity in each period. • Revenues and expenses - divested/contributed businesses: We have included in corporate items the revenues and expenses of our U.S. Fixed Income business, which was previously included in our Market Services and Investment Intelligence results. See “2021 Divestiture,” of Note 4, “Acquisitions and Divestiture,” for further discussion of this divestiture. Also included are the revenues and expenses associated with the NPM business which we contributed to a standalone, independent company, of which we own the largest minority interest, together with a consortium of third party financial institutions in July 2021. Prior to July these revenues were previously included in our Corporate Platforms results. For 2019, we have included in corporate items the revenues and expenses of the BWise business which was part of the IR & ESG Services business within our Corporate Platforms segment as BWise was sold in March 2019. • 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. Other significant items include: ◦ for the year ended December 31, 2021 a charge related to an administrative fine imposed by the SFSA associated with the default that occurred in 2018, see “Nasdaq Commodities Clearing Default,” of Note 15, “Clearing Operations,” for further discussion, and for the year ended December 31, 2020 the reversal of a regulatory fine issued by the SFSA. Both charges have been included in regulatory expense in the Consolidated Statements of Income; ◦ for the year ended December 31, 2020, a provision for notes receivable associated with the funding of technology development for the consolidated audit trail; ◦ for the years ended December 31, 2021 and 2020, a charge on extinguishment of debt; ◦ for the year ended December 31, 2020, charitable donations made to the Nasdaq Foundation, COVID-19 response and relief efforts, and social justice charities; and ◦ for the years ended December 31, 2020, certain litigation costs which are recorded in professional and contract services expense in the Consolidated Statements of Income. The above charges are recorded in general, administrative and other expense, unless otherwise noted, in our Consolidated Statements of Income. The following table summarizes our Corporate Items: Year Ended December 31, 2021 2020 2019 (in millions) Revenues - divested/contributed businesses $ 27 $ 31 $ 46 Expenses: Amortization expense of acquired intangible assets 170 103 101 Merger and strategic initiatives expense 87 33 30 Restructuring charges 31 48 39 Regulatory matters 33 (6) — Provision for notes receivable — 6 20 Extinguishment of debt 33 36 11 Charitable donations — 17 — Expenses - divested/contributed businesses 10 18 25 Other 9 18 22 Total expenses 373 273 248 Operating loss $ (346) $ (242) $ (202) For further discussion of our segments’ results, see “Segment Operating Results,” of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Geographic Data The following table presents total revenues and property and equipment, net by geographic area for 2021, 2020 and 2019. Revenues are classified based upon the location of the customer. Property and equipment information is based on the physical location of the assets. Total Property and 2021: (in millions) United States $ 4,822 $ 325 All other countries 1,064 184 Total $ 5,886 $ 509 2020: United States $ 4,662 $ 311 All other countries 963 164 Total $ 5,625 $ 475 2019: United States $ 3,405 $ 250 All other countries 853 134 Total $ 4,258 $ 384 Our property and equipment, net for all other countries primarily includes assets held in Sweden. No single customer accounted for 10.0% or more of our revenues in 2021, 2020 and 2019. |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 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 Consolidated Statements of Income for the years ended December 31, 2021, 2020 and 2019 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. Year Ended December 31, 2021 2020 2019 (in millions) Asset impairment charges and accelerated depreciation expense $ 4 $ 14 $ 26 Consulting services 19 22 2 Contract terminations — 3 2 Severance and employee-related costs 1 3 8 Other 7 6 1 Total restructuring charges $ 31 $ 48 $ 39 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent EventIn January 2022, we entered into an ASR agreement to repurchase $325 million of common stock. Refer to “ASR Agreements,” of Note 12, “Nasdaq Stockholders' Equity,” for further discussion. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The 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. |
Principles of Consolidation | The accompanying 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. |
Reclassification | Certain prior year amounts have been reclassified to conform to the current year presentation. During the fourth quarter of 2021, we adjusted the presentation of cash and cash equivalents held within default funds and margin deposits on the consolidated statement of cash flows from operating activities, to present them as restricted cash and cash equivalents with the associated changes being included within cash flows from investing and financing activities. These balances cannot be used to satisfy the Company's operating or other liabilities. See Note 15, “Clearing Operations,” for further discussion of the default funds and margin deposits. Prior period amounts have also been adjusted to conform to current period presentation. This immaterial adjustment had no impact on our previously reported consolidated balance sheets, consolidated statements of income, or consolidated statements of comprehensive income. |
Use of Estimates | Use of Estimates In preparing our 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 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 was no material adverse impact on our results of operations and financial position for the year ended December 31, 2021. 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. |
Foreign Currency | Foreign Currency Foreign denominated assets and liabilities are remeasured into the functional currency at exchange rates in effect at the balance sheet date and recorded through the income statement. Gains or losses resulting from foreign currency transactions are remeasured using the rates on the dates on which those elements are recognized during the period, and are included in general, administrative and other expense in the Consolidated Statements of Income. Translation gains or losses resulting from translating our subsidiaries’ financial statements from the local functional currency to the reporting currency, net of tax, are included in accumulated other comprehensive loss within stockholders’ equity in the Consolidated Balance Sheets. Assets and liabilities are translated at the balance sheet date while revenues and expenses are translated at the date the transaction occurs or at an applicable average rate. |
Cash and Cash Equivalents | Cash and Cash EquivalentsCash and cash equivalents include all non-restricted cash in banks and highly liquid investments with original maturities of 90 days or less at the time of purchase. Such equivalent investments included in cash and cash equivalents in the Consolidated Balance Sheets were $109 million as of December 31, 2021 and $2,509 million as of December 31, 2020. Cash equivalents are carried at cost plus accrued interest, which approximates fair value due to the short maturities of these investments. The decrease in cash equivalents in 2021 was primarily due to the use of net proceeds of $1.9 billion from issuances of long-term debt in the fourth quarter of 2020 to acquire Verafin in February 2021. |
Restricted Cash | Restricted Cash Restricted cash and cash equivalents, which was $29 million as of December 31, 2021 and $37 million as of December 31, 2020, is restricted from withdrawal due to a contractual or regulatory requirement or not available for general use and as such is classified as restricted in the Consolidated Balance Sheets. As of December 31, 2021 and 2020, restricted cash and cash equivalents primarily includes funds held for our trading and clearing businesses. |
Default Funds and Margin Deposits | Default Funds and Margin Deposits Nasdaq Clearing members’ cash contributions are included in default funds and margin deposits in the Consolidated Balance Sheets as both a current asset and a current liability. 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. 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 Consolidated Balance Sheets as Nasdaq Clearing does not take legal ownership of these assets and the risks and rewards remain with the clearing members. |
Receivables, net | Receivables, net Our receivables are concentrated with our member firms, market data distributors, listed companies, investor relations intelligence, governance and market technology customers. Receivables are shown net of allowance for credit losses. The allowance is maintained at a level that management believes to be sufficient to absorb expected losses over the life of our accounts receivable portfolio. The allowance is increased by the provision for bad debts, which is included in general, administrative and other expense in the Consolidated Statements of Income, and decreased by the amount of charge-offs, net of recoveries. The allowance is primarily based on an aging methodology. This method applies loss rates based on historical loss information which is disaggregated by business segment and, as deemed necessary, is adjusted for other factors and considerations that could impact collectibility. Additionally, we consider corporate default rate averages over an extended period as compared to the period covered by our historical loss data and include an adjustment to historical loss percentages for current conditions and expected future conditions if necessary. In circumstances where a specific customer’s inability to meet its financial obligations is known (i.e., bankruptcy filings), we determine whether a specific provision for bad debts is required. Accounts receivable are written-off against the allowance when collection efforts cease. Due to changing economic, business and market conditions, we review the allowance quarterly and make changes to the allowance through the provision for bad debts as appropriate. If circumstances change (i.e., higher than expected defaults or an unexpected material adverse change in a major customer’s ability to pay), our estimates of recoverability could be |
Measurement of Credit Losses on Financial Instruments | In 2020 we adopted ASU 2016-13, which changed the impairment model for certain financial instruments. We recorded a $12 million non-cash cumulative effect adjustment to retained earnings on our opening Consolidated Balance Sheets as of January 1, 2020 as a result of the adoption of this new standard. |
Investments | Investments Purchases and sales of investment securities are recognized on settlement date. Financial investments Financial investments are comprised of trading securities bought principally to meet regulatory capital requirements mainly for our clearing operations at Nasdaq Clearing. These investments are classified as trading securities as they are generally sold in the near term, with changes in fair value included in other income in the Consolidated Statements of Income. Fair value is generally obtained from third party pricing sources. When available, quoted market prices are used to determine fair value. If quoted market prices are not available, fair values are estimated using pricing models with observable market inputs. The inputs to the valuation models vary by the type of security being priced but are typically benchmark yields, reported trades, broker-dealer quotes, and prices of similar assets. Pricing models generally do not entail material subjectivity because the methodologies employed use inputs observed from active markets. See “Fair Value Measurements,” below for further discussion of fair value measures. Equity Securities Investments in equity securities with readily determinable fair values (other than those accounted for under the equity method or those that result in consolidation of the investee) are measured at fair value and any changes in fair value are recognized in other income in the Consolidated Statements of Income. Equity investments without readily determinable fair values are accounted for under the measurement alternative, under which investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer on a prospective basis. We assess relevant transactions that occur on or before the balance sheet date to identify observable price changes, and we regularly monitor these investments to evaluate whether there is an indication that the investment is impaired, based on t he share price from the investee's latest financing round , the performance of the investee in relation to its own operating targets, the investee's liquidity and cash position, and general market conditions. If a qualitative assessment indicates that the security is impaired, Nasdaq will estimate the fair value of the security and, if the fair value is less than the carrying amount of the security, will recognize an impairment loss in net income equal to the difference in the period the impairment occurs . See Note 6, “Investments,” for further discussion of our equity securities. For the years ended December 31, 2021, 2020 and 2019, no material adjustments were made to the carrying value of our equity securities. Our investments in equity securities are included in other non-current assets in the Consolidated Balance Sheets, as we intend to hold these investments for more than one year. Equity Method Investments In general, the equity method of accounting is used when we own 20% to 50% of the outstanding voting stock of a company or when we are able to exercise significant influence over the operating and financial policies of a company. We have certain investments in which we have determined that we have significant influence and as such account for the investments under the equity method of accounting. 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. We evaluate our equity method investments for other-than-temporary declines in value by considering a variety of factors such as the earnings capacity of the investment and the fair value of the investment compared to its carrying amount. In addition, for investments where the market value is readily determinable, we consider the underlying stock price. If the estimated fair value of the investment is less than the carrying amount and management considers the decline in value to be other than temporary, the excess of the carrying amount over the estimated fair value is recognized in net income in the period the impairment occurs . See Note 6, “Investments,” for further discussion of our equity method investments. No material impairments were recorded to reduce the carrying value of our equity method investments in 2021, 2020 or 2019. |
Derivative Financial Instruments and Hedging Activities | Derivative Financial Instruments and Hedging Activities Non-Designated Derivatives We use foreign exchange forward contracts to manage foreign currency exposure of intercompany loans, accounts receivable, accounts payable and other balance sheet items. These contracts are not designated as hedges for financial reporting purposes. The change in fair value of these contracts is recognized in general, administrative and other expense in the Consolidated Statements of Income and offsets the foreign currency exposure. As of December 31, 2021 and 2020, the fair value amounts of our derivative instruments were immaterial. Net Investment Hedges Net assets of our foreign subsidiaries are exposed to volatility in foreign currency exchange rates. We may utilize net investment hedges to offset the translation adjustment arising from re-measuring our investment in foreign subsidiaries. |
Property and Equipment, net | Property and Equipment, net Property and equipment, including leasehold improvements, are carried at cost less asset impairment charges and accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method over the estimated useful lives of the related assets, which range from 10 to 40 years for buildings and improvements, 2 to 5 years for data processing equipment, and 5 to 10 years for furniture and equipment. Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the remaining term of the related lease. We develop systems solutions for both internal and external use. Certain costs incurred in connection with developing or obtaining internal use software are capitalized. In addition, certain costs of computer software to be sold, leased, or otherwise marketed as a separate product or as part of a product or process are capitalized beginning when a product’s technological feasibility has been established and ending when a product is available for general release. Technological feasibility is established upon completion of a detailed program design or, in its absence, completion. Prior to reaching technological feasibility, all costs are charged to expense. Unamortized capitalized costs are included in data processing equipment and software, within property and equipment, net in the Consolidated Balance Sheets. Capitalized software costs are amortized on a straight-line basis over the estimated useful lives of the software, generally 5 to 10 years. Amortization of these costs is included in depreciation and amortization expense in the Consolidated Statements of Income. Implementation costs incurred in a cloud computing arrangement that is a service contract are capitalized as a prepaid asset included in other assets in our Consolidated Balance Sheets and are amortized over the expected service period in the relevant expense category in the Consolidated Statements of Income. |
Leases | Leases At inception, we determine whether a contract is or contains a lease. W e have operating leases which are primarily real estate leases for our U.S. and European headquarters and for general office space. As of December 31, 2021, t hese leases have varying lease terms with remaining maturities ranging from 1 month to 15 years. Operating lease balances are included in operating lease assets, other current liabilities, and operating lease liabilities in our Consolidated Balance Sheets. We do not have any leases classified as finance leases. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Since our leases do not provide an implicit rate, we use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date in determining the present value of lease payments. The operating lease asset also includes any lease payments made and excludes lease incentives. Our lease terms include options to extend or terminate the lease when we are reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Certain of our lease agreements include rental payments adjusted periodically for inflation based on an index or rate. These payments are included in the initial measurement of the operating lease liability and operating lease asset. However, rental payments that are based on a change in an index or a rate are considered variable lease payments and are expensed as incurred. We have lease agreements with lease and non-lease components, which are accounted for as a single performance obligation to the extent that the timing and pattern of transfer are similar for the lease and non-lease components and the lease component qualifies as an operating lease |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets 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 recognize specifically identifiable intangibles, such as customer relationships, technology, exchange and clearing registrations, trade names and licenses when a specific right or contract is acquired. Goodwill and intangible assets deemed to have indefinite useful lives, primarily exchange and clearing registrations, are not amortized but instead are tested for impairment at least annually as of October 1 and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than its carrying amount, 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. When testing goodwill and indefinite-lived intangible assets for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than their respective carrying amounts as the basis to determine if it is necessary to perform a quantitative impairment test. If we choose not to complete a qualitative assessment, or if the initial assessment indicates that it is more likely than not that the carrying amount of a reporting unit or the carrying amount of an indefinite-lived intangible asset exceed their respective estimated fair values, a quantitative test is required. In performing a quantitative impairment test, we compare the fair value of each reporting unit and indefinite-lived intangible asset with their respective carrying amounts. If the carrying amounts of the reporting unit or the indefinite-lived intangible asset exceed their respective fair values, an impairment charge is recognized in an amount equal to the difference, limited to the total amount of goodwill allocated to that reporting unit or the total carrying value of the indefinite-lived intangible asset. There was no impairment of goodwill or indefinite-lived intangible assets for the years ended December 31, 2021, 2020 and 2019. Future disruptions to our business and 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 or indefinite-lived intangible asset impairment charges in the future. |
Other Long-Lived Assets | Other Long-Lived AssetsWe review our other long-lived assets, such as finite-lived intangible assets and property and equipment, for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Fair value of finite-lived intangible assets and property and equipment is based on various valuation techniques. Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results. |
Revenue From Contracts With Customers | Revenue From Contracts With Customers Our revenue recognition policies under ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” are described in the following paragraphs. 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 Consolidated Balance Sheets as receivables which is net of an allowance for credit losses of $17 million as of December 31, 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 there is no significant variable consideration. We do not have a material amount of revenues recognized from performance obligations that were satisfied in prior periods. We do not provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. For contract durations that are one-year or greater, the portion of transaction price allocated to unsatisfied performance obligations is included in Note 3 , “Revenue From Contracts With Customers.” 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 December 31, 2021. See Note 8, “Deferred Revenue,” for our discussion of deferred revenue balances, activity, and expected timing of recognition. See “Revenue Recognition” below for further descriptions of our revenue contracts. Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and amortized on a straight-line basis over the period of benefit that we have determined to be the contract term or estimated service period. Sales commissions for renewal contracts are deferred and amortized on a straight-line basis over the related contractual renewal period. Amortization expense is included in compensation and benefits expense in the Consolidated Statements of Income. The balance of deferred costs and related amortization expense are not material to our consolidated financial statements. S ales commissions are expensed when incurred if contract durations are one year or less. Sales taxes are excluded from transaction prices. Certain judgments and estimates were used in the identification and timing of satisfaction of performance obligations and the related allocation of transaction price and are discussed below. We believe that these represent a faithful depiction of the transfer of services to our customers. Revenue Recognition Our primary revenue contract classifications are described below. Although we may discuss additional revenue details in our “Management's Discussion and Analysis of Financial Condition and Results of Operations,” the categories below best represent those that depict similar economic characteristics of the nature, amount, timing and uncertainty of our revenues and cash flows. Market Technology Market Technology revenues primarily consist of SaaS revenues, software, license and support revenues, and change request revenues. In our market infrastructure technology business, we enter into long-term contracts with customers to develop customized technology solutions, license the right to use software, and provide support and other services to our customers. We also enter into agreements to modify the system solutions sold by Nasdaq after delivery has occurred. In addition, we enter into subscription agreements which allow customers to connect to our servers to access our software. Our long-term contracts with customers to develop customized technology solutions, license the right to use software and provide support and other services to our customers have multiple performance obligations. The performance obligations are generally: (i) software license and installation service and (ii) software support. We have determined that the software license and installation service are not distinct as the license and the customized installation service are inputs to produce the combined output, a functional and integrated software system. For contracts with multiple performance obligations, we allocate the contract transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. In instances where standalone selling price is not directly observable, such as when we do not sell the product or service separately, we determine the standalone selling price predominantly through an expected cost plus a margin approach. Contract modifications are routine in the performance of our contracts. Contracts are often modified to account for changes in contract specifications or requirements. In most instances, contract modifications are for goods and services that are not distinct, and, therefore, are accounted for as part of the existing contract. For our long-term contracts, payments are generally made throughout the contract life and can be dependent on either reaching certain milestones or paid upfront in advance of the service period depending on the stage of the contract. For subscription agreements, contract payment terms can be quarterly, annually or monthly, in advance. For all other contracts, payment terms vary. We generally recognize revenue over time as our customers simultaneously receive and consume the benefits provided by our performance because our customer controls the asset for which we are creating, our performance does not create an asset with alternative use, and we have a right to payment for performance completed to date. For these services, we recognize revenue over time using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligation. Incurred costs represent work performed, which corresponds with, and thereby depicts, the transfer of control to the customer. Contract costs generally include labor and direct overhead. For software support and update services, and for subscription agreements which allow customers to connect to our servers to access our software, we generally recognize revenue ratably over the service period beginning on the date our service is made available to the customer since the customer receives and consumes the benefit consistently over the period as Nasdaq provides the services. Accounting for our long-term contracts requires judgment relative to assessing risks and their impact on the estimate of revenues and costs. Our estimates are impacted by factors such as the potential for schedule and technical issues, productivity, and the complexity of work performed. When adjustments in estimated total contract costs are required, any changes in the estimated revenues from prior estimates are recognized in the current period for the effect of such change. If estimates of total costs to be incurred on a contract exceed estimates of total revenues, a provision for the entire estimated loss on the contract is recorded in the period in which the loss is determined. Investment Intelligence Market Data Market data revenues are earned from U.S. and European proprietary market data products. In the U.S., we also earn revenues from U.S. shared tape plans. We earn revenues primarily based on the number of data subscribers and distributors of our data. Market data revenues are subscription-based and are recognized on a monthly basis. For U.S. tape plans, revenues are collected monthly based on published fee schedules and distributed quarterly to the U.S. exchanges based on a formula required by Regulation NMS that takes into account both trading and quoting activity. Revenues are presented on a net basis as we are acting as an agent in this arrangement. Market Data Revenue Sharing The most significant component of market data revenues recorded on a net basis is the UTP Plan revenue sharing in the U.S. All indicators of principal versus agent reporting under U.S. GAAP have been considered in analyzing the appropriate presentation of the revenue sharing. However, the following are the primary indicators of net reporting: • We are the administrator for the plan, in addition to being a participant in the plan. In our unique role as administrator, we facilitate the collection and dissemination of revenues on behalf of the plan participants. As a participant, we share in the net distribution of revenues according to the plan on the same terms as all other plan participants. • The operating committee of the plan, which is comprised of representatives from each of the participants, including us solely in our capacity as a plan participant, is responsible for setting the level of fees to be paid by distributors and subscribers and taking action in accordance with the provisions of the plan, subject to SEC approval. • Risk of loss on the revenue is shared equally among plan participants according to the plan. The exchanges that comprise Nasdaq Nordic and Nasdaq Baltic do not have any material market data revenue sharing agreements. Index We develop and license Nasdaq branded indexes and financial products. We also provide index data products and custom calculation services for third-party clients. Revenues primarily include license fees from these branded indexes and financial products in the U.S. and abroad. We primarily have two types of license agreements: transaction-based licenses and asset-based licenses. Transaction-based licenses are generally renewable agreements. Customers are charged based on transaction volume or a minimum contract amount, or both. If a customer is charged based on transaction volume, we recognize revenue when the transaction occurs. If a customer is charged based on a minimum contract amount, we recognize revenue on a pro-rata basis over the licensing term since the customer receives and consumes the benefit as Nasdaq provides the service. Asset-based licenses are also generally renewable agreements. Customers are charged based on a percentage of AUM for licensed products, per the agreement, on a monthly or quarterly basis. These revenues are recognized over the term of the license agreement since the customer receives and consumes the benefit as Nasdaq provides the service. Revenue from index data subscriptions are recognized on a monthly basis. Analytics Analytics revenues are earned from investment content and analytics products. We earn revenues primarily based on the number of content and analytics subscribers and distributors. Subscription agreements are generally one Corporate Platforms Listing Services Listing services revenues primarily include initial listing fees and annual renewal fees. Under Topic 606, the initial listing fee is allocated to multiple performance obligations including initial and subsequent listing services and IR & ESG services (when a company qualifies to receive these services under the applicable Nasdaq rule), as well as a customer's material right to renew the option to list on our exchanges. In performing this allocation, the standalone selling price of the performance obligations is based on the initial and annual listing fees and the standalone selling price of the IPO complimentary services is based on its market value. All listing fees are billed upfront and the identified performance obligations are satisfied over time since the customer receives and consumes the benefit as Nasdaq provides the listing service. The amount of revenue related to IPO complimentary services performance obligation is recognized ratably over a three-year period, which is based on contract terms, with the remaining revenue recognized ratably over six years which is based on our historical listing experience and projected future listing duration. In the U.S., annual renewal fees are charged to listed companies based on their number of outstanding shares at the end of the prior year and are recognized ratably over the following twelve-month period since the customer receives and consumes the benefit as Nasdaq provides the service. Annual fees are charged to newly listed companies on a pro-rata basis, based on outstanding shares at the time of listing and recognized over the remainder of the year. European annual renewal fees, which are received from companies listed on our Nasdaq Nordic and Nasdaq Baltic exchanges and Nasdaq First North, are directly related to the listed companies’ market capitalization on a trailing twelve-month basis and are recognized ratably over the following twelve-month period since the customer receives and consumes the benefit as Nasdaq provides the service. IR & ESG Services Our IR & ESG Services business includes our Investor Relations Intelligence and Governance Solutions businesses, which serve both public and private companies and organizations. IR & ESG Services revenues primarily include subscription and transaction-based income from our investor relations intelligence and governance solutions products and services. Subscription-based revenues earned are recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer since the customer receives and consumes the benefit as Nasdaq provides the service. Generally, fees are billed in advance and the contract provides for automatic renewal. As part of subscription agreements, customers can also be charged usage fees based upon actual usage of the services provided. Revenues from usage fees are recognized at a point in time when the service is provided. Market Services Transaction-Based Trading and Clearing Transaction-based trading and clearing includes equity derivative trading and clearing, cash equity trading and FICC revenues. Nasdaq charges transaction fees for trades executed on our exchanges, as well as on orders that are routed to and executed on other market venues. Nasdaq charges clearing fees for contracts cleared with Nasdaq Clearing. In the U.S., transaction fees are based on trading volumes for trades executed on our U.S. exchanges and in Europe, transaction fees are based on the volume and value of traded and cleared contracts. In Canada, transaction fees are based on trading volumes for trades executed on our Canadian exchange. Nasdaq satisfies its performance obligation for trading services upon the execution of a customer trade and clearing services when a contract is cleared, as trading and clearing transactions are substantially complete when they are executed and we have no further obligation to the customer at that time. Transaction-based trading and clearing fees can be variable and are based on trade volume tiered discounts. Transaction revenues, as well as any tiered volume discounts, are calculated and billed monthly in accordance with our published fee schedules. In the U.S., we also pay liquidity payments to customers based on our published fee schedules. We use these payments to improve the liquidity on our markets and therefore recognize those payments as a cost of revenue. The majority of our FICC trading and clearing customers are charged transaction fees, as discussed above, which are primarily based on volume of traded and cleared contracts. For U.S. equity derivative trading, we credit a portion of the per share execution charge to the market participant that provides the liquidity. For U.S. cash equity trading, for The Nasdaq Stock Market, Nasdaq PSX and Nasdaq CXC, we credit a portion of the per share execution charge to the market participant that provides the liquidity, and for Nasdaq BX and Nasdaq CX2, we credit a portion of the per share execution charge to the market participant that takes the liquidity. We record these credits as transaction rebates that are included in transaction-based expenses in the Consolidated Statements of Income. These transaction rebates are paid on a monthly basis and the amounts due are included in accounts payable and accrued expenses in the Consolidated Balance Sheets. In the U.S., we pay Section 31 fees to the SEC for supervision and regulation of securities markets. We pass these costs along to our customers through our equity derivative trading and clearing fees and our cash equity trading fees. We collect the fees as a pass-through charge from organizations executing eligible trades on our options exchanges and our cash equity platforms and we recognize these amounts in transaction-based expenses when incurred. Section 31 fees received are included in cash and cash equivalents in the Consolidated Balance Sheets at the time of receipt and, as required by law, the amount due to the SEC is remitted semiannually and recorded as Section 31 fees payable to the SEC in the Consolidated Balance Sheets until paid. Since the amount recorded as revenues is equal to the amount recorded as transaction-based expenses, there is no impact on our revenues less transaction-based expenses. As we hold the cash received until payment to the SEC, we earn interest income on the related cash balances. Under our Limitation of Liability Rule and procedures, we may, subject to certain caps, provide compensation for losses directly resulting from our systems’ actual failure to correctly process an order, quote, message or other data into our platform. We do not record a liability for any potential claims that may be submitted under the Limitation of Liability Rule unless they meet the provisions required in accordance with U.S. GAAP. As such, losses arising as a result of the rule are accrued and charged to expense only if the loss is probable and estimable. Trade Management Services We provide market participants with a wide variety of alternatives for connecting to and accessing our markets for a fee. We also offer market participants colocation services, whereby we charge firms for cabinet space and power to house their own equipment and servers within our data centers. These participants are charged monthly fees for cabinet space, connectivity and support in accordance with our published fee schedules. These fees are recognized on a monthly basis when the performance obligation is met. We also earn revenues from annual and monthly exchange membership and registration fees. Revenues for monthly exchange membership and registration fees are recognized on a monthly basis as the service is provided. Revenues from annual fees for exchange membership and registration fees are recognized ratably over the following twelve-month period since the customer receives and consumes the benefit as Nasdaq provides the service. We also offer broker services to financial participants in the Nordic market primarily offering back office technology solutions. Revenues from broker services are based on a fixed basic fee for licensing, maintenance and support and development, and an incremental fee depending on the number of transactions. Broker services revenues are generally billed and recognized monthly. As previously disclosed, in January 2020, we commenced an orderly wind-down of this broker services business. We expect this wind-down to continue through the second quarter of 2022. Other Revenues For the years ended December 31, 2021, 2020 and 2019, other revenues include the revenues associated with our U.S. Fixed Income business, which was sold in June 2021. Prior to the sale date, these revenues were included in our Market Services and Investment Intelligence segments. See “2021 Divestiture,” of Note 4,“Acquisitions and Divestiture,” to the consolidated financial statements for further discussion of this divestiture. Additionally, other revenues include revenues associated with the NPM business which we contributed to a standalone, independent company, of which we own the largest minority interest, together with a consortium of third party financial institutions in July 2021. Prior to July, these revenues were included in our Corporate Platforms segment. For the year ended December 31, 2019, other revenues also include the revenues from the BWise enterprise governance, risk and compliance software platform, which was sold in March 2019. Prior to the sale date, these revenues were included in our IR & ESG Services business within our Corporate Platforms segment and were both subscription and transaction-based revenues. |
Earnings Per Share | Earnings Per ShareWe present both basic and diluted earnings per share. Basic earnings per share is computed by dividing net income attributable to Nasdaq by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income attributable to Nasdaq by the weighted-average number of common shares and common share equivalents outstanding during the period and reflects the assumed conversion of all dilutive securities, which primarily consist of restricted stock, PSUs, and employee stock options. Common share equivalents are excluded from the computation in periods for which they have an anti-dilutive effect. Stock options for which the exercise price exceeds the average market price over the period are anti-dilutive and, accordingly, are excluded from the calculation. Shares which are considered contingently issuable are included in the computation of dilutive earnings per share on a weighted average basis when management determines the applicable performance criteria would have been met if the performance period ended as of the date of the relevant computation. |
Pension and Post-Retirement Benefits | Pension and Post-Retirement Benefits Pension and other post-retirement benefit plan information for financial reporting purposes is developed using actuarial valuations. We assess our pension and other post-retirement benefit plan assumptions on a regular basis. In evaluating these assumptions, we consider many factors, including evaluation of the discount rate, expected rate of return on plan assets, mortality rate, healthcare cost trend rate, retirement age assumption, our historical assumptions compared with actual results and analysis of current market conditions and asset allocations. See Note 10, “Retirement Plans,” for further discussion. Discount rates used for pension and other post-retirement benefit plan calculations are evaluated annually and modified to reflect the prevailing market rates at the measurement date of a high-quality fixed-income debt instrument portfolio that would provide the future cash flows needed to pay the benefits included in the benefit obligations as they come due. Actuarial assumptions are based upon management’s best estimates and judgment. The expected rate of return on plan assets for our U.S. pension plans represents our long-term assessment of return expectations which may change based on significant shifts in economic and financial market conditions. The long-term rate of return on plan assets is derived from return assumptions based on targeted allocations for various asset classes. While we consider the pension plans’ recent performance and other economic growth and inflation factors, which are supported by long-term historical data, the return expectations for the targeted asset categories represent a long-term prospective return. |
Share-Based Compensation | Share-Based Compensation Nasdaq uses the fair value method of accounting for share-based awards. Share-based awards, or equity awards, include restricted stock, PSUs, and stock options. The fair value of restricted stock awards and PSUs, other than PSUs granted with market conditions, is determined based on the grant date closing stock price less the present value of future cash dividends. We estimate the fair value of PSUs granted with market conditions using a Monte Carlo simulation model at the date of grant. The fair value of stock options are estimated using the Black-Scholes option-pricing model. We generally recognize compensation expense for equity awards on a straight-line basis over the requisite service period of the award, taking into account an estimated forfeiture rate. Granted but unvested shares are generally forfeited upon termination of employment. Excess tax benefits or expense related to employee share-based payments, if any, are recognized as income tax benefit or expense in the Consolidated Statements of Income when the awards vest or are settled. |
Merger and Strategic Initiatives | Merger and Strategic Initiatives We incur incremental direct merger and strategic initiative costs relating to various completed and potential acquisitions, divestitures, and other strategic opportunities. These costs generally include integration costs, as well as legal, due diligence and other third party transaction costs. As of December 31, 2021, all planned integrations have been completed. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, we consider the principal or most advantageous market in which we would transact, and we also consider assumptions that market participants would use when pricing the asset or liability. Fair value measurement establishes a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect Nasdaq’s market assumptions. These two types of inputs create the following fair value hierarchy: • Level 1 - Quoted prices for identical instruments in active markets. • Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. • Level 3 - Instruments whose significant value drivers are unobservable. This hierarchy requires the use of observable market data when available. |
Tax Matters | Tax Matters We use the asset and liability method to determine income taxes on all transactions recorded in the consolidated financial statements. Deferred tax assets (net of valuation allowances) and deferred tax liabilities are presented net by jurisdiction as either a non-current asset or liability in our Consolidated Balance Sheets, as appropriate. Deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities (i.e., temporary differences) and are measured at the enacted rates that will be in effect when these differences are realized. If necessary, a valuation allowance is established to reduce deferred tax assets to the amount that is more likely than not to be realized. In order to recognize and measure our unrecognized tax benefits, management determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the recognition thresholds, the position is measured to determine the amount of benefit to be recognized in the consolidated financial statements. Interest and/or penalties related to income tax matters are recognized in income tax expense. |
Subsequent Events | Subsequent Events We have evaluated subsequent events through the issuance date of this Annual Report on Form 10-K. See Note 21, “Subsequent Events,” for further discussion. |
Recent Accounting Developments | Recent Accounting Developments In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” The ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities from acquired contracts using the revenue recognition guidance under Topic 606 in order to align the recognition of a contract liability with the definition of a performance obligation. This approach differs from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value. This ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. We adopted this standard on January 1, 2022 on a prospective basis. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Change in Presentation of Cash and Cash Equivalents Held Within Default Funds and Margin Deposits | The tables below present a summary of the 2020 and 2019 Statements of Cash Flows as reported and as adjusted: Year Ended December 31, 2020 As Reported Adjustment Adjusted (in millions) Net cash provided by operating activities $ 1,252 $ — $ 1,252 Net cash used in investing activities (231) 109 (122) Net cash provided by (used in) financing activities 1,383 527 1,910 Effect of exchange rate changes on cash, cash equivalents, restricted cash and cash equivalents 16 337 353 Net increase (decrease) in cash, cash equivalents, restricted cash and cash equivalents 2,420 973 3,393 Cash, cash equivalents, restricted cash and cash equivalents at beginning of period 362 2,224 2,586 Cash, cash equivalents, restricted cash and cash equivalents at end of period $ 2,782 $ 3,197 $ 5,979 Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents Cash and cash equivalents $ 2,745 $ — $ 2,745 Restricted cash and cash equivalents 37 — 37 Restricted cash and cash equivalents (Default funds and margin deposits) — 3,197 3,197 Total $ 2,782 $ 3,197 $ 5,979 Year Ended December 31, 2019 As Reported Adjustment Adjusted (in millions) Net cash provided by operating activities $ 963 $ — $ 963 Net cash used in investing activities (240) (174) (414) Net cash provided by (used in) financing activities (937) (1,535) (2,472) Effect of exchange rate changes on cash, cash equivalents, restricted cash and cash equivalents (10) (178) (188) Net increase (decrease) in cash, cash equivalents, restricted cash and cash equivalents (224) (1,887) (2,111) Cash, cash equivalents, restricted cash and cash equivalents at beginning of period 586 4,111 4,697 Cash, cash equivalents, restricted cash and cash equivalents at end of period $ 362 $ 2,224 $ 2,586 Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents Cash and cash equivalents $ 332 $ — $ 332 Restricted cash and cash equivalents 30 — 30 Restricted cash and cash equivalents (Default funds and margin deposits) — 2,224 2,224 Total $ 362 $ 2,224 $ 2,586 |
Revenue From Contracts With C_2
Revenue From Contracts With Customers (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 (in millions) Market Technology Anti Financial Crime Technology $ 247 $ 130 $ 121 Marketplace Infrastructure Technology 216 227 217 Investment Intelligence Market data 414 399 387 Index 459 324 223 Analytics 203 175 158 Corporate Platforms Listing services 387 307 290 IR & ESG Services 226 214 200 Market Services Transaction-based trading and clearing, net 916 800 606 Trade management services 325 296 287 Other revenues 27 31 46 Revenues less transaction-based expenses $ 3,420 $ 2,903 $ 2,535 |
Remaining Performance Obligation | The following table summarizes the amount of the transaction price allocated to performance obligations that are unsatisfied, for contract durations greater than one year, as of December 31, 2021: Market Technology Analytics IR & ESG Services Total (in millions) 2022 $ 506 $ 63 $ 57 $ 626 2023 337 38 30 405 2024 178 15 8 201 2025 106 4 1 111 2026 68 3 — 71 2027+ 92 2 — 94 Total $ 1,287 $ 125 $ 96 $ 1,508 |
Acquisitions and Divestiture (T
Acquisitions and Divestiture (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions by Acquisition | (in millions) Goodwill $ 1,882 Acquired Intangible Assets 815 Total Net Liabilities Acquired (46) Purchase Consideration $ 2,651 |
Acquired Finite Lived Intangible Assets in Acquisition | The following table presents the details of acquired intangible assets for Verafin at the date of acquisition. Acquired intangible assets with finite lives are amortized using the straight-line method. Customer Relationships Technology Trade Name Total Acquired Intangible Assets Intangible asset value (in millions) $ 532 $ 246 $ 37 $ 815 Discount rate used 7.5 % 7.5 % 7.5 % Estimated average useful life 22 years 7 years 20 years |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 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 year ended December 31, 2021: (in millions) Market Technology Balance at December 31, 2020 $ 309 Goodwill acquired 1,873 Other adjustments (11) Balance at December 31, 2021 $ 2,171 Investment Intelligence Balance at December 31, 2020 $ 2,541 Divestiture of business (23) Other adjustments (90) Balance at December 31, 2021 $ 2,428 Corporate Platforms Balance at December 31, 2020 $ 481 Other adjustments (12) Balance at December 31, 2021 $ 469 Market Services Balance at December 31, 2020 $ 3,519 Goodwill acquired 15 Divestiture of business (37) Other adjustments (132) Balance at December 31, 2021 $ 3,365 Total Balance at December 31, 2020 $ 6,850 Goodwill acquired 1,888 Divestiture of business (60) Other adjustments (245) Balance at December 31, 2021 $ 8,433 In the table above: • Divestiture of business 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. • Other adjustments includes foreign currency translation adjustment. For Market Technology, it also includes 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: December 31, 2021 December 31, 2020 Finite-Lived Intangible Assets (in millions) Gross Amount Technology $ 295 $ 76 Customer relationships 2,050 1,599 Trade names and other 60 18 Foreign currency translation adjustment (143) (104) Total gross amount $ 2,262 $ 1,589 Accumulated Amortization Technology $ (54) $ (24) Customer relationships (711) (648) Trade names and other (11) (6) Foreign currency translation adjustment 81 58 Total accumulated amortization $ (695) $ (620) Net Amount Technology $ 241 $ 52 Customer relationships 1,339 951 Trade names and other 49 12 Foreign currency translation adjustment (62) (46) Total definite-lived intangible assets $ 1,567 $ 969 Indefinite-Lived Intangible Assets Exchange and clearing registrations $ 1,257 $ 1,257 Trade names 121 121 Licenses 52 52 Foreign currency translation adjustment (184) (144) Total indefinite-lived intangible assets $ 1,246 $ 1,286 Total intangible assets, net $ 2,813 $ 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: December 31, 2021 December 31, 2020 Finite-Lived Intangible Assets (in millions) Gross Amount Technology $ 295 $ 76 Customer relationships 2,050 1,599 Trade names and other 60 18 Foreign currency translation adjustment (143) (104) Total gross amount $ 2,262 $ 1,589 Accumulated Amortization Technology $ (54) $ (24) Customer relationships (711) (648) Trade names and other (11) (6) Foreign currency translation adjustment 81 58 Total accumulated amortization $ (695) $ (620) Net Amount Technology $ 241 $ 52 Customer relationships 1,339 951 Trade names and other 49 12 Foreign currency translation adjustment (62) (46) Total definite-lived intangible assets $ 1,567 $ 969 Indefinite-Lived Intangible Assets Exchange and clearing registrations $ 1,257 $ 1,257 Trade names 121 121 Licenses 52 52 Foreign currency translation adjustment (184) (144) Total indefinite-lived intangible assets $ 1,246 $ 1,286 Total intangible assets, net $ 2,813 $ 2,255 |
Finite-lived Intangible Assets Amortization Expense | The following table presents our amortization expense for acquired finite-lived intangible assets: Year Ended December 31, 2021 2020 2019 (in millions) Amortization expense $ 170 $ 103 $ 101 |
Schedule of Estimated Future Amortization Expense | The table below presents the estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $62 million as of December 31, 2021) of acquired finite-lived intangible assets as of December 31, 2021: (in millions) 2022 $ 161 2023 157 2024 152 2025 149 2026 146 2027+ 864 Total $ 1,629 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investments | The following table presents the details of our investments: December 31, 2021 December 31, 2020 (in millions) Financial investments $ 208 $ 195 Equity method investments $ 363 $ 216 Equity securities $ 67 $ 60 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | The following table presents our major categories of property and equipment, net: Year Ended December 31, 2021 2020 (in millions) Data processing equipment and software $ 735 $ 732 Furniture, equipment and leasehold improvements 288 300 Total property and equipment 1,023 1,032 Less: accumulated depreciation and amortization and impairment charges (514) (557) Total property and equipment, net $ 509 $ 475 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Changes in Deferred Revenue | The changes in our deferred revenue during the year ended December 31, 2021 are reflected in the following table: Balance at December 31, 2020 Additions Revenue Recognized Adjustments Balance at December 31, 2021 (in millions) Market Technology $ 53 $ 113 $ (46) $ (3) $ 117 Investment Intelligence 97 104 (95) — 106 Corporate Platforms: Initial Listing 91 97 (41) (2) 145 Annual Listings 2 3 (2) (1) 2 IR & ESG Services 46 52 (41) — 57 Other 17 15 (9) (2) 21 Total $ 306 $ 384 $ (234) $ (8) $ 448 In the preceding table: • Additions primarily reflect deferred revenue billed in the current period, net of recognition. Market Technology additions include deferred revenue acquired as part of the acquisition of Verafin. • Revenue recognized includes revenue recognized during the current period that was included in the beginning balance. • Adjustments reflect foreign currency translation adjustments. |
Estimated Deferred Revenue | As of December 31, 2021, we estimate that our deferred revenue will be recognized in the following years: Fiscal year ended: 2022 2023 2024 2025 2026 2027+ Total (in millions) Market Technology $ 109 $ 6 $ 1 $ 1 $ — $ — $ 117 Investment Intelligence 104 2 — — — — 106 Corporate Platforms: Initial Listings 49 35 26 17 14 4 145 Annual Listings 2 — — — — — 2 IR & ESG Services 56 1 — — — — 57 Other 9 7 4 1 — — 21 Total $ 329 $ 51 $ 31 $ 19 $ 14 $ 4 $ 448 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Changes in Debt Obligations | The following table presents the changes in the carrying amount of our debt obligations during the year ended December 31, 2021: December 31, 2020 Additions Payments, Foreign Currency Translation and Accretion December 31, 2021 (in millions) Short-term debt - commercial paper $ — $ 4,079 $ (3,659) $ 420 2022 Notes 597 — 1 598 Total short-term debt $ 597 $ 4,079 $ (3,658) $ 1,018 Long-term debt - senior unsecured notes: 2024 Notes $ 498 $ — $ 1 $ 499 2023 Notes 730 — (730) — 2026 Notes 497 — 1 498 2029 Notes 726 — (50) 676 2030 Notes 726 — (50) 676 2050 Notes 485 — 1 486 2031 Notes 643 — — 643 2040 Notes 643 — 1 644 2033 Notes — 726 (32) 694 2020 Credit Facility (4) 100 (100) (4) Total long-term debt $ 4,944 $ 826 $ (958) $ 4,812 Total debt obligations $ 5,541 $ 4,905 $ (4,616) $ 5,830 In the table above, the 2022 Notes were reclassified to short-term debt as of December 31, 2021. |
Retirement Plans (Tables)
Retirement Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Expected Benefit Payments | We expect to make the following benefit payments to participants in the next ten fiscal years under the Nasdaq Benefit Plans: Pension SERP Post-retirement Total Fiscal Year Ended: (in millions) 2022 $ 8 $ 6 $ — $ 14 2023 7 2 — 9 2024 8 2 — 10 2025 8 2 — 10 2026 10 2 — 12 2027 through 2031 38 8 2 48 $ 79 $ 22 $ 2 $ 103 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Share-Based Compensation Expense | The following table presents the total share-based compensation expense resulting from equity awards and the 15.0% discount for the ESPP for the years ended December 31, 2021, 2020 and 2019, which is included in compensation and benefits expense in the Consolidated Statements of Income: Year Ended December 31, 2021 2020 2019 (in millions) Share-based compensation expense before income taxes $ 90 $ 87 $ 79 Income tax benefit (24) (23) (21) Share-based compensation expense after income taxes $ 66 $ 64 $ 58 |
Summary of Restricted Stock Activity | The following table summarizes our restricted stock activity for the years ended December 31, 2021, 2020 and 2019: Restricted Stock Number of Awards Weighted-Average Grant Date Fair Value Unvested at December 31, 2018 1,583,375 $ 68.62 Granted 605,033 85.03 Vested (548,588) 61.45 Forfeited (153,064) 73.99 Unvested at December 31, 2019 1,486,756 $ 77.38 Granted 743,300 89.93 Vested (499,357) 72.95 Forfeited (91,648) 81.17 Unvested at December 31, 2020 1,639,051 $ 84.21 Granted 507,745 151.56 Vested (541,603) 83.34 Forfeited (138,853) 102.11 Unvested at December 31, 2021 1,466,340 $ 106.16 |
Summary of Valuation Assumptions | The following weighted-average assumptions were used to determine the weighted-average fair values of the PSU awards granted under the three-year PSU program for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Weighted-average risk free interest rate 0.33 % 0.27 % Expected volatility 30.30 % 27.40 % Weighted-average grant date share price $ 155.63 $ 92.34 Weighted-average fair value at grant date $ 218.24 $ 111.50 In the table above: • The risk-free interest rate for periods within the expected life of the award is based on the U.S. Treasury yield curve in effect at the time of grant; and • We use historic volatility for PSU awards issued under the three-year PSU program, as implied volatility data could not be obtained for all the companies in the peer groups used for relative performance measurement within the program. |
Summary of PSU Activity | The following table summarizes our PSU activity for the years ended December 31, 2021, 2020 and 2019: 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 December 31, 2018 314,231 $ 74.01 837,750 $ 96.57 Granted 179,599 83.56 397,553 96.55 Vested (147,984) 70.64 (431,751) 93.25 Forfeited (28,595) 75.43 (6,101) 103.29 Unvested at December 31, 2019 317,251 $ 80.87 797,451 $ 98.31 Granted 26,780 84.17 320,328 107.42 Vested (138,423) 78.09 (300,767) 81.57 Forfeited (36,060) 82.41 (7,023) 98.26 Unvested at December 31, 2020 169,548 $ 83.33 809,989 $ 108.12 Granted — — 360,569 175.98 Vested (99,764) 82.99 (392,727) 116.86 Forfeited (20,050) 83.29 (13,707) 142.29 Unvested at December 31, 2021 49,734 $ 84.03 764,124 $ 135.04 In the table above, the granted amount includes additional awards granted based on overachievement of performance parameters as well as target awards. |
Summary of Stock Option Activity | A summary of stock option activity for the years ended December 31, 2021, 2020 and 2019 is as follows: Number of Stock Options Weighted-Average Exercise Price Outstanding at December 31, 2018 448,966 $ 49.25 Exercised (69,699) 20.84 Forfeited (165) 25.28 Outstanding at December 31, 2019 379,102 $ 54.32 Exercised (85,195) 23.91 Forfeited (554) 20.94 Outstanding and exercisable at December 31, 2020 293,353 $ 63.22 Exercised (24,409) 25.28 Forfeited (127) 25.28 Outstanding and exercisable at December 31, 2021 268,817 $ 66.68 |
Summary of ESPP | The following table summarizes employee activity and expense associated with the ESPP for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 Number of shares purchased by employees 201,758 221,123 229,172 Weighted-average price of shares purchased $ 124.24 $ 95.79 $ 73.79 Compensation expense (in millions) $ 7 $ 5 $ 4 |
Nasdaq Stockholders_ Equity (Ta
Nasdaq Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock in Treasury | The following is a summary of our share repurchase activity, excluding the repurchases done through our ASR agreement described below, reported based on settlement date, for the year ended December 31, 2021: Year Ended December 31, 2021 Number of shares of common stock repurchased 2,911,208 Average price paid per share $ 160.87 Total purchase price (in millions) $ 468 In the table above, the number of shares of common stock repurchased excludes an aggregate of 394,221 shares withheld upon the vesting of restricted stock and PSUs for the year ended December 31, 2021. |
Schedule of Dividends Declared | During 2021, our board of directors declared and paid the following cash dividends: Declaration Date Dividend Per Record Date Total Amount Paid Payment Date (in millions) January 27, 2021 $ 0.49 March 12, 2021 $ 81 March 26, 2021 April 21, 2021 0.54 June 11, 2021 89 June 25, 2021 July 21, 2021 0.54 September 10, 2021 90 September 24, 2021 October 20, 2021 0.54 December 3, 2021 90 December 17, 2021 $ 350 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, 2021 2020 2019 Numerator: (in millions, except share and per share amounts) Net income attributable to common shareholders $ 1,187 $ 933 $ 774 Denominator: Weighted-average common shares outstanding for basic earnings per share 165,899,459 164,415,191 164,931,628 Weighted-average effect of dilutive securities: Employee equity awards 2,463,063 2,135,532 1,679,922 Contingent issuance of common stock — 353,218 358,611 Weighted-average common shares outstanding for diluted earnings per share 168,362,522 166,903,941 166,970,161 Basic and diluted earnings per share: Basic earnings per share $ 7.15 $ 5.67 $ 4.69 Diluted earnings per share $ 7.05 $ 5.59 $ 4.63 In the tables above: • Employee equity awards from our PSU program, which are considered contingently issuable, are included in the computation of dilutive earnings per share on a weighted average basis when management determines that the applicable performance criteria would have been met if the performance period ended as of the date of the relevant computation. • For the years ended December 31, 2020 and 2019, the contingent issuance of common stock was related to a contingent obligation associated with a business we sold in June 2021. See “2021 Divestiture,” of Note 4, “Acquisitions and Divestiture,” for further discussion. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021 and December 31, 2020. December 31, 2021 Total Level 1 Level 2 Level 3 (in millions) European government debt securities $ 144 $ 144 $ — $ — Corporate debt securities 20 — 20 — State owned enterprises and municipal securities 11 — 11 — Swedish mortgage bonds 21 — 21 — Time deposits 12 — 12 — Total assets at fair value $ 208 $ 144 $ 64 $ — December 31, 2020 Total Level 1 Level 2 Level 3 (in millions) European government debt securities $ 156 $ 156 $ — $ — Corporate debt securities 2 — 2 — State owned enterprises and municipal securities 15 — 15 — Swedish mortgage bonds 22 — 22 — Total assets at fair value $ 195 $ 156 $ 39 $ — |
Clearing Operations (Tables)
Clearing Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Due to and from Broker-Dealers and Clearing Organizations [Abstract] | |
Schedule of Clearing Member Default Fund Contributions | As of December 31, 2021, clearing member default fund contributions and margin deposits were as follows: December 31, 2021 Cash Contributions Non-Cash Contributions Total Contributions (in millions) Default fund contributions $ 771 $ 109 $ 880 Margin deposits 5,140 6,614 11,754 Total $ 5,911 $ 6,723 $ 12,634 Nasdaq Clearing has invested the total cash contributions of $5,911 million as of December 31, 2021 and $3,942 million as of December 31, 2020, in accordance with its investment policy as follows: December 31, 2021 December 31, 2020 (in millions) Demand deposits $ 3,061 $ 2,086 Central bank certificates 2,013 1,111 Restricted cash and cash equivalents $ 5,074 $ 3,197 European government debt securities 414 470 Reverse repurchase agreements 152 180 Multilateral development bank debt securities 271 95 Investments $ 837 $ 745 Total $ 5,911 $ 3,942 |
Schedule of Derivative Contracts Outstanding | The following table presents the market value of derivative contracts outstanding prior to netting: December 31, 2021 (in millions) Commodity and seafood options, futures and forwards $ 282 Fixed-income options and futures 291 Stock options and futures 147 Index options and futures 80 Total $ 800 In the table above: • We determined the fair value of our option contracts using standard valuation models that were based on market-based observable inputs including implied volatility, interest rates and the spot price of the underlying instrument. • We determined the fair value of our futures contracts based upon quoted market prices and average quoted market yields. • We determined the fair value of our forward contracts using standard valuation models that were based on |
Schedule of Derivative Contracts Cleared | The following table presents the total number of derivative contracts cleared through Nasdaq Clearing for the years ended December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Commodity and seafood options, futures and forwards 536,252 672,219 Fixed-income options and futures 23,140,918 21,299,713 Stock options and futures 20,308,811 19,757,733 Index options and futures 37,860,187 51,371,391 Total 81,846,168 93,101,056 In the table above, the total volume in cleared power related to commodity contracts was 813 Terawatt hours (TWh) and 956 TWh for the years ended December 31, 2021 and 2020, respectively. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021 December 31, 2020 (in millions) Assets: Operating lease assets Operating lease assets $ 366 $ 381 Liabilities: Current lease liabilities Other current liabilities $ 37 $ 46 Non-current lease liabilities Operating lease liabilities 386 389 Total lease liabilities $ 423 $ 435 |
Lease Cost, Lease Term and Discount Rate | The following table summarizes Nasdaq's lease cost: Year Ended December 31, 2021 2020 2019 (in millions) Operating lease cost $ 85 $ 85 $ 79 Variable lease cost 28 26 23 Sublease income (4) (4) (5) Total lease cost $ 109 $ 107 $ 97 In the table above, operating lease costs include short-term lease cost, which was immaterial. The following table provides information related to Nasdaq's lease term and discount rate: December 31, 2021 Weighted-average remaining lease term (in years) 11.4 Weighted-average discount rate 3.8 % The following table provides supplemental cash flow information related to Nasdaq's operating leases: Year Ended December 31, 2021 2020 2019 (in millions) Cash paid for amounts included in the measurement of operating lease liabilities $ 77 $ 77 $ 78 Lease assets obtained in exchange for new operating lease liabilities $ 45 $ 100 $ 26 |
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 Consolidated Balance Sheets. December 31, 2021 (in millions) 2022 $ 52 2023 57 2024 52 2025 39 2026 36 2027+ 293 Total lease payments 529 Less: interest (106) Present value of lease liabilities $ 423 In the table above, interest is calculated using the interest rate for each lease. Present value of lease liabilities include the current portion of $37 million. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The following table presents the domestic and foreign components of income before income tax provision: Year Ended December 31, 2021 2020 2019 (in millions) Domestic $ 1,299 $ 898 $ 691 Foreign 235 314 328 Income before income tax provision $ 1,534 $ 1,212 $ 1,019 |
Schedule of Income Tax Provision and Effective Tax Rate | The income tax provision consists of the following amounts: Year Ended December 31, 2021 2020 2019 (in millions) Current income taxes provision: Federal $ 144 $ 114 $ 120 State 45 50 40 Foreign 64 74 50 Total current income taxes provision 253 238 210 Deferred income taxes provision (benefit): Federal 82 37 27 State 22 6 7 Foreign (10) (2) 1 Total deferred income taxes provision 94 41 35 Total income tax provision $ 347 $ 279 $ 245 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the income tax provision, based on the U.S. federal statutory rate, to our actual income tax provision for the years ended December 31, 2021, 2020 and 2019 is as follows: Year Ended December 31, 2021 2020 2019 Federal income tax provision at the statutory rate 21.0 % 21.0 % 21.0 % State income tax provision, net of federal effect 3.9 % 4.2 % 4.1 % Excess tax benefits related to employee share-based compensation (1.3) % (0.6) % (0.5) % Non-U.S. subsidiary earnings 0.3 % 0.5 % 1.0 % Tax credits and deductions (0.3) % (0.2) % (0.2) % Change in unrecognized tax benefits 0.6 % (0.6) % (0.1) % Other, net (1.6) % (1.3) % (1.3) % Actual income tax provision 22.6 % 23.0 % 24.0 % |
Schedule of Deferred Tax Assets and Liabilities | The temporary differences, which give rise to our deferred tax assets and (liabilities), consisted of the following: December 31, 2021 2020 (in millions) Deferred tax assets: Deferred revenues $ 12 $ 8 U.S. federal net operating loss — 3 Foreign net operating loss 4 4 State net operating loss 1 2 Compensation and benefits 28 28 Federal benefit of uncertain tax positions 6 5 Operating lease liabilities 99 97 Unrealized losses 2 54 Other 34 39 Gross deferred tax assets 186 240 Less: valuation allowance (4) (3) Total deferred tax assets, net of valuation allowance $ 182 $ 237 Deferred tax liabilities: Amortization of software development costs and depreciation $ (65) $ (55) Amortization of acquired intangible assets and goodwill (322) (499) Investments (99) (77) Operating lease assets (84) (86) Other (16) (19) Gross deferred tax liabilities $ (586) $ (736) Net deferred tax liabilities $ (404) $ (499) Reported as: Non-current deferred tax assets $ 2 $ 3 Deferred tax liabilities, net (406) (502) Net deferred tax liabilities $ (404) $ (499) In the table above, non-current deferred tax assets are included in other non-current assets in the Consolidated Balance Sheets. |
Summary of Operating Loss Carryforwards | Nasdaq has deferred tax assets associated with NOLs in U.S. state and local and non-U.S. jurisdictions with the following expiration dates: Jurisdiction December 31, 2021 Expiration Date (in millions) Foreign NOL $ 4 No expiration State NOL 1 2025-2036 |
Summary of Income Tax Contingencies | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year Ended December 31, 2021 2020 2019 (in millions) Beginning balance $ 42 $ 48 $ 52 Additions as a result of tax positions taken in prior periods 16 9 10 Additions as a result of tax positions taken in the current period 11 2 1 Reductions related to settlements with taxing authorities (6) (6) (10) Reductions as a result of lapses of the applicable statute of limitations (6) (11) (5) Ending balance $ 57 $ 42 $ 48 |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Operating Segments | The following table presents certain information regarding our business segments for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 Market Technology (in millions) Total revenues $ 463 $ 357 $ 338 Depreciation and amortization 111 33 30 Operating income 46 32 54 Purchase of property and equipment 48 43 40 Investment Intelligence Total revenues 1,076 898 768 Depreciation and amortization 62 57 52 Operating income 694 572 480 Purchase of property and equipment 44 52 30 Corporate Platforms Total revenues 613 521 490 Depreciation and amortization 31 34 34 Operating income 247 187 177 Purchase of property and equipment 30 30 27 Market Services Total revenues 3,707 3,818 2,616 Transaction-based expenses (2,466) (2,722) (1,723) Revenues less transaction-based expenses 1,241 1,096 893 Depreciation and amortization 73 76 72 Operating income 800 685 508 Purchase of property and equipment 41 63 30 Corporate Items Total revenues 27 31 46 Depreciation and amortization 1 2 2 Operating income (loss) (346) (242) (202) Consolidated Total revenues $ 5,886 $ 5,625 $ 4,258 Transaction-based expenses (2,466) (2,722) (1,723) Revenues less transaction-based expenses $ 3,420 $ 2,903 $ 2,535 Depreciation and amortization $ 278 $ 202 $ 190 Operating income $ 1,441 $ 1,234 $ 1,017 Purchase of property and equipment $ 163 $ 188 $ 127 Certain amounts are allocated to corporate items in our management reports as we believe they do not contribute to a meaningful evaluation of a particular segment's ongoing operating performance. These items, which are presented in the table below, include the following: • Amortization expense of acquired intangible assets: We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations. As such, if intangible asset amortization is included in performance measures, it is more difficult to assess the day-to-day operating performance of the segments, and the relative operating performance of the segments between periods. Management does not consider intangible asset amortization expense for the purpose of evaluating the performance of our segments or their managers or when making decisions to allocate resources. Therefore, we believe performance measures excluding intangible asset amortization expense provide management with a useful representation of our segments' ongoing activity in each period. • Merger and strategic initiatives expense: We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years that have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third party transaction costs. The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transaction. Management does not consider merger and strategic initiatives expense for the purpose of evaluating the performance of our segments or their managers or when making decisions to allocate resources. Therefore, we believe performance measures excluding merger and strategic initiatives expense provide management with a useful representation of our segments' ongoing activity in each period. • Restructuring charges: We initiated the transition of certain technology platforms to advance our strategic opportunities as a technology and analytics provider and continue the re-alignment of certain business areas. See Note 20, “Restructuring Charges,” for further discussion of our 2019 restructuring plan. We believe performance measures excluding restructuring charges provide management with a useful representation of our segments' ongoing activity in each period. • Revenues and expenses - divested/contributed businesses: We have included in corporate items the revenues and expenses of our U.S. Fixed Income business, which was previously included in our Market Services and Investment Intelligence results. See “2021 Divestiture,” of Note 4, “Acquisitions and Divestiture,” for further discussion of this divestiture. Also included are the revenues and expenses associated with the NPM business which we contributed to a standalone, independent company, of which we own the largest minority interest, together with a consortium of third party financial institutions in July 2021. Prior to July these revenues were previously included in our Corporate Platforms results. For 2019, we have included in corporate items the revenues and expenses of the BWise business which was part of the IR & ESG Services business within our Corporate Platforms segment as BWise was sold in March 2019. • 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. Other significant items include: ◦ for the year ended December 31, 2021 a charge related to an administrative fine imposed by the SFSA associated with the default that occurred in 2018, see “Nasdaq Commodities Clearing Default,” of Note 15, “Clearing Operations,” for further discussion, and for the year ended December 31, 2020 the reversal of a regulatory fine issued by the SFSA. Both charges have been included in regulatory expense in the Consolidated Statements of Income; ◦ for the year ended December 31, 2020, a provision for notes receivable associated with the funding of technology development for the consolidated audit trail; ◦ for the years ended December 31, 2021 and 2020, a charge on extinguishment of debt; ◦ for the year ended December 31, 2020, charitable donations made to the Nasdaq Foundation, COVID-19 response and relief efforts, and social justice charities; and ◦ for the years ended December 31, 2020, certain litigation costs which are recorded in professional and contract services expense in the Consolidated Statements of Income. |
Schedule of Corporate Items | The following table summarizes our Corporate Items: Year Ended December 31, 2021 2020 2019 (in millions) Revenues - divested/contributed businesses $ 27 $ 31 $ 46 Expenses: Amortization expense of acquired intangible assets 170 103 101 Merger and strategic initiatives expense 87 33 30 Restructuring charges 31 48 39 Regulatory matters 33 (6) — Provision for notes receivable — 6 20 Extinguishment of debt 33 36 11 Charitable donations — 17 — Expenses - divested/contributed businesses 10 18 25 Other 9 18 22 Total expenses 373 273 248 Operating loss $ (346) $ (242) $ (202) |
Schedule of Revenue from External Customers and Property, Plant and Equipment by Geographic Areas | The following table presents total revenues and property and equipment, net by geographic area for 2021, 2020 and 2019. Revenues are classified based upon the location of the customer. Property and equipment information is based on the physical location of the assets. Total Property and 2021: (in millions) United States $ 4,822 $ 325 All other countries 1,064 184 Total $ 5,886 $ 509 2020: United States $ 4,662 $ 311 All other countries 963 164 Total $ 5,625 $ 475 2019: United States $ 3,405 $ 250 All other countries 853 134 Total $ 4,258 $ 384 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Charges | The following table presents a summary of the 2019 restructuring plan charges in the Consolidated Statements of Income for the years ended December 31, 2021, 2020 and 2019 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. Year Ended December 31, 2021 2020 2019 (in millions) Asset impairment charges and accelerated depreciation expense $ 4 $ 14 $ 26 Consulting services 19 22 2 Contract terminations — 3 2 Severance and employee-related costs 1 3 8 Other 7 6 1 Total restructuring charges $ 31 $ 48 $ 39 |
Organization and Nature of Op_2
Organization and Nature of Operations - Narrative (Details) $ in Billions | 12 Months Ended |
Dec. 31, 2021USD ($)segmentmarketplacecompanycorporateBondexchangeTradedProductcountry | |
Organization And Basis Of Presentation [Line Items] | |
Number of operating segments (in segments) | segment | 4 |
Number of corporate bonds listed (in corporate bonds) | corporateBond | 107 |
Market Technology | |
Organization And Basis Of Presentation [Line Items] | |
Number of exchanges (in marketplaces) | marketplace | 130 |
Number of countries services are provided (in countries) | country | 55 |
Investment Intelligence | |
Organization And Basis Of Presentation [Line Items] | |
Number of exchange traded products licensed to Nasdaq's Indexes (in exchange traded products) | exchangeTradedProduct | 362 |
Number of equity exchanges (in exchanges) | country | 25 |
Number of countries services are provided (in countries) | country | 20 |
Assets management value | $ | $ 424 |
Corporate Platforms | United States | |
Organization And Basis Of Presentation [Line Items] | |
Total number of listings on The Nasdaq Stock Market (in companies) | company | 4,178 |
ETPs and other listings listed on Nasdaq Stock Market (in companies) | company | 441 |
Approximate combined market capitalization | $ | $ 28,200 |
Corporate Platforms | Europe | |
Organization And Basis Of Presentation [Line Items] | |
Approximate combined market capitalization | $ | $ 2,600 |
Total number of listed companies within Nordic and Baltic exchanges (in companies) | company | 1,235 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($)agreement | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jul. 31, 2021 | Jan. 01, 2020USD ($) | Apr. 30, 2019 | Dec. 31, 2018USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Cash and cash equivalents | $ 2,745,000,000 | $ 393,000,000 | $ 2,745,000,000 | $ 332,000,000 | ||||
Net proceeds from senior note | 826,000,000 | |||||||
Restricted cash and cash equivalents | 37,000,000 | 29,000,000 | 37,000,000 | 30,000,000 | ||||
Allowance for doubtful accounts | 21,000,000 | 17,000,000 | 21,000,000 | 9,000,000 | ||||
Total equity | 6,436,000,000 | 6,405,000,000 | 6,436,000,000 | 5,639,000,000 | ||||
Equity security impairment loss | 0 | 0 | 0 | |||||
Goodwill, impairment loss | 0 | 0 | 0 | |||||
Impairment of indefinite-lived intangible assets | 0 | 0 | 0 | |||||
Impairments of finite-lived intangible assets | 0 | 0 | 0 | |||||
Asset impairment charges | 14,000,000 | 4,000,000 | 24,000,000 | |||||
Retained earnings | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Total equity | 5,628,000,000 | $ 6,465,000,000 | 5,628,000,000 | 5,027,000,000 | $ 4,558,000,000 | |||
Cumulative effect, period of adoption | Retained earnings | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Total equity | $ (12,000,000) | |||||||
Corporate Platforms | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Number of types of license agreements (in agreements) | agreement | 2 | |||||||
Listing services | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Renewal fee, recognition period | 12 months | |||||||
Accounting Standards Update 2016-13 | Cumulative effect, period of adoption | Retained earnings | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Total equity | $ (12,000,000) | |||||||
Employee Stock Purchase Plan | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Percentage of fair market value of common stock | 85.00% | |||||||
Percentage of discount to employees on purchase of common stock under employee stock purchase plant | 15.00% | |||||||
Senior Notes | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Net proceeds from senior note | 1,900,000,000 | |||||||
Senior Notes | 1.75% senior unsecured notes due 2029 | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Net proceeds from senior note | $ 0 | |||||||
Stated rate | 1.75% | |||||||
Senior Notes | 0.900% senior unsecured notes due 2033 | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Net proceeds from senior note | $ 726,000,000 | |||||||
Stated rate | 0.90% | |||||||
Minimum | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Remaining lease term | 1 month | |||||||
Subscription agreement period | 1 year | |||||||
Revenue, remaining performance obligation, period | 3 months | |||||||
Minimum | Listing services | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Revenue, remaining performance obligation, period | 3 years | |||||||
Minimum | Technology | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Estimated useful life of intangible assets | 5 years | |||||||
Minimum | Building and Building Improvements | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Estimated useful life of property and equipment | 10 years | |||||||
Minimum | Data processing equipment and software | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Estimated useful life of property and equipment | 2 years | |||||||
Minimum | Furniture And Equipment | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Estimated useful life of property and equipment | 5 years | |||||||
Maximum | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Remaining lease term | 15 years | |||||||
Subscription agreement period | 3 years | |||||||
Revenue, remaining performance obligation, period | 3 years | |||||||
Maximum | Listing services | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Revenue, remaining performance obligation, period | 6 years | |||||||
Maximum | Technology | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Estimated useful life of intangible assets | 10 years | |||||||
Maximum | Building and Building Improvements | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Estimated useful life of property and equipment | 40 years | |||||||
Maximum | Data processing equipment and software | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Estimated useful life of property and equipment | 5 years | |||||||
Maximum | Furniture And Equipment | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Estimated useful life of property and equipment | 10 years | |||||||
Cash Equivalents | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Cash and cash equivalents | $ 2,509,000,000 | $ 109,000,000 | $ 2,509,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Change in Presentation of Cash and Cash Equivalents Held Within Default Funds and Margin Deposits) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net cash provided by operating activities | $ 1,083 | $ 1,252 | $ 963 |
Net cash used in investing activities | (2,653) | (122) | (414) |
Net cash provided by (used in) financing activities | 1,418 | 1,910 | (2,472) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | (331) | 353 | (188) |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | (483) | 3,393 | (2,111) |
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period | 5,979 | 2,586 | 4,697 |
Cash and cash equivalents, restricted cash and cash equivalents at end of period | 5,496 | 5,979 | 2,586 |
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | |||
Cash and cash equivalents | 393 | 2,745 | 332 |
Restricted cash and cash equivalents | 29 | 37 | 30 |
Default funds and margin deposits (including restricted cash and cash equivalents of $5,074 and $3,197, respectively) | 5,911 | 3,942 | 2,224 |
Total | 5,496 | 5,979 | 2,586 |
Default Funds and Margin Deposits | |||
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | |||
Default funds and margin deposits (including restricted cash and cash equivalents of $5,074 and $3,197, respectively) | 3,197 | ||
As Reported | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net cash provided by operating activities | 1,252 | 963 | |
Net cash used in investing activities | (231) | (240) | |
Net cash provided by (used in) financing activities | 1,383 | (937) | |
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | 16 | (10) | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | 2,420 | (224) | |
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period | 2,782 | 362 | 586 |
Cash and cash equivalents, restricted cash and cash equivalents at end of period | 2,782 | 362 | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | |||
Cash and cash equivalents | 2,745 | 332 | |
Restricted cash and cash equivalents | 37 | 30 | |
Default funds and margin deposits (including restricted cash and cash equivalents of $5,074 and $3,197, respectively) | 0 | 0 | |
Total | 2,782 | 362 | |
Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net cash provided by operating activities | 0 | 0 | |
Net cash used in investing activities | 109 | (174) | |
Net cash provided by (used in) financing activities | 527 | (1,535) | |
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | 337 | (178) | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | 973 | (1,887) | |
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period | $ 3,197 | 2,224 | 4,111 |
Cash and cash equivalents, restricted cash and cash equivalents at end of period | 3,197 | 2,224 | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | |||
Cash and cash equivalents | 0 | 0 | |
Restricted cash and cash equivalents | 0 | 0 | |
Default funds and margin deposits (including restricted cash and cash equivalents of $5,074 and $3,197, respectively) | 3,197 | 2,224 | |
Total | $ 3,197 | $ 2,224 |
Revenue From Contracts With C_3
Revenue From Contracts With Customers (Revenue by Product, Service and Segment) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | $ 3,420 | $ 2,903 | $ 2,535 |
Operating Segments | Market Technology | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 463 | 357 | 338 |
Operating Segments | Investment Intelligence | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 1,076 | 898 | 768 |
Operating Segments | Corporate Platforms | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 613 | 521 | 490 |
Operating Segments | Market Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 1,241 | 1,096 | 893 |
Operating Segments | Anti Financial Crime Technology | Market Technology | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 247 | 130 | 121 |
Operating Segments | Marketplace Infrastructure Technology | Market Technology | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 216 | 227 | 217 |
Operating Segments | Market data | Investment Intelligence | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 414 | 399 | 387 |
Operating Segments | Index | Investment Intelligence | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 459 | 324 | 223 |
Operating Segments | Analytics | Investment Intelligence | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 203 | 175 | 158 |
Operating Segments | Listing services | Corporate Platforms | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 387 | 307 | 290 |
Operating Segments | IR & ESG Services | Corporate Platforms | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 226 | 214 | 200 |
Operating Segments | Transaction-based trading and clearing, net | Market Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 916 | 800 | 606 |
Operating Segments | Trade management services | Market Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | 325 | 296 | 287 |
Segment Reconciling Items | Other revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues less transaction-based expenses | $ 27 | $ 31 | $ 46 |
Revenue From Contracts With C_4
Revenue From Contracts With Customers (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Allowance for doubtful accounts | $ 17 | $ 21 | $ 9 |
Market Services | Services transferred at a point in time | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue recognized (percentage) | 70.80% | 69.80% | 64.40% |
Market Services | Services transferred over time | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue recognized (percentage) | 29.20% | 30.20% | 35.60% |
Revenue From Contracts With C_5
Revenue From Contracts With Customers (Remaining Performance Obligation) (Details) $ in Millions | Dec. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 1,508 |
Analytics | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 125 |
IR & ESG Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 96 |
Minimum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 3 months |
Maximum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 3 years |
Market Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 1,287 |
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 | $ 626 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Analytics | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 63 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | IR & ESG Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 57 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Market Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 506 |
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 | $ 405 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Analytics | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 38 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | IR & ESG Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 30 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Market Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 337 |
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 | $ 201 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Analytics | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 15 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | IR & ESG Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 8 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Market Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 178 |
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 | $ 111 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Analytics | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 4 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | IR & ESG Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 1 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Market Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 106 |
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 | $ 71 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Analytics | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 3 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | IR & ESG Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 0 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Market Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 68 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 94 |
Revenue, remaining performance obligation, period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Analytics | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 2 |
Revenue, remaining performance obligation, period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | IR & ESG Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 0 |
Revenue, remaining performance obligation, period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Market Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 92 |
Revenue, remaining performance obligation, period |
Acquisitions and Divestiture (2
Acquisitions and Divestiture (2021 Divestiture) (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2013 | |
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) - Verafin - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Feb. 28, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Purchase consideration | $ 2,750 | |
Pre-paid employment expense | $ 102 | |
Pre-paid employment expense, vesting period | 3 years | |
Measurement period adjustment | $ 9 | |
Customer Relationships | ||
Business Acquisition [Line Items] | ||
Amortization period of intangible assets for tax purposes | 20 years | |
Estimated average useful life | 22 years | |
Technology | ||
Business Acquisition [Line Items] | ||
Estimated average useful life | 7 years | |
Trade Name | ||
Business Acquisition [Line Items] | ||
Estimated average useful life | 20 years |
Acquisitions and Divestiture (A
Acquisitions and Divestiture (Acquisition of Verafin) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 8,433 | $ 6,850 | |
Verafin | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 1,882 | ||
Acquired Intangible Assets | 815 | ||
Total Net Liabilities Acquired | (46) | ||
Purchase Consideration | $ 2,651 |
Acquisitions and Divestiture (I
Acquisitions and Divestiture (Intangible Assets) (Details) - Verafin $ in Millions | 1 Months Ended |
Feb. 28, 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 | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Balance at beginning of period | $ 6,850 |
Goodwill acquired | 1,888 |
Divestiture of business | (60) |
Other adjustments | (245) |
Balance at end of period | 8,433 |
Market Technology | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 309 |
Goodwill acquired | 1,873 |
Other adjustments | (11) |
Balance at end of period | 2,171 |
Investment Intelligence | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 2,541 |
Divestiture of business | (23) |
Other adjustments | (90) |
Balance at end of period | 2,428 |
Corporate Platforms | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 481 |
Other adjustments | (12) |
Balance at end of period | 469 |
Market Services | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 3,519 |
Goodwill acquired | 15 |
Divestiture of business | (37) |
Other adjustments | (132) |
Balance at end of period | $ 3,365 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill, impairment loss | $ 0 | $ 0 | $ 0 |
Impairment of indefinite-lived intangible assets | 0 | 0 | 0 |
Finite-lived intangible assets, net | 1,567,000,000 | 969,000,000 | |
Impairments of finite-lived intangible assets | 0 | 0 | $ 0 |
Verafin | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Amount of goodwill expected to be deductible for tax purposes | 1,800,000,000 | ||
Foreign currency translation adjustment | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, net | (62,000,000) | (46,000,000) | |
Customer Relationships | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, net | 1,339,000,000 | $ 951,000,000 | |
Impairments of finite-lived intangible assets | $ 14,000,000 |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets (Finite-Lived and Indefinite-Lived Intangible Assets) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 2,262 | $ 1,589 |
Accumulated Amortization | (695) | (620) |
Net Amount | 1,567 | 969 |
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 1,246 | 1,286 |
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 | (184) | (144) |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 295 | 76 |
Accumulated Amortization | (54) | (24) |
Net Amount | 241 | 52 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 2,050 | 1,599 |
Accumulated Amortization | (711) | (648) |
Net Amount | 1,339 | 951 |
Trade names and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 60 | 18 |
Accumulated Amortization | (11) | (6) |
Net Amount | 49 | 12 |
Foreign currency translation adjustment | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | (143) | (104) |
Accumulated Amortization | 81 | 58 |
Net Amount | $ (62) | $ (46) |
Goodwill and Acquired Intangi_6
Goodwill and Acquired Intangible Assets (Finite-Lived Intangible Assets Amortization Expense) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 170 | $ 103 | $ 101 |
Goodwill and Acquired Intangi_7
Goodwill and Acquired Intangible Assets (Estimated Future Amortization Expense) (Details) $ in Millions | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 161 |
2023 | 157 |
2024 | 152 |
2025 | 149 |
2026 | 146 |
2027+ | 864 |
Total | $ 1,629 |
Investments (Schedule of Invest
Investments (Schedule of Investments) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Investments, Debt and Equity Securities [Abstract] | ||
Financial investments | $ 208 | $ 195 |
Equity method investments | 363 | 216 |
Equity securities | $ 67 | $ 60 |
Investments (Narrative) (Detail
Investments (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Investments, Debt and Securities [Line Items] | |||
Net income from unconsolidated investees | $ 52 | $ 70 | $ 84 |
OCC | |||
Investments, Debt and Securities [Line Items] | |||
Equity method investment, ownership percentage | 40.00% | 40.00% | |
Foreign Government Debt Securities | |||
Investments, Debt and Securities [Line Items] | |||
Trading securities | $ 162 | $ 175 |
Property and Equipment, Net (Sc
Property and Equipment, Net (Schedule of Property and Equipment, Net) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 1,023 | $ 1,032 | |
Less: accumulated depreciation and amortization | (514) | (557) | |
Total property and equipment, net | 509 | 475 | $ 384 |
Data processing equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 735 | 732 | |
Furniture, equipment and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 288 | $ 300 |
Property and Equipment, Net (Na
Property and Equipment, Net (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense | $ 108 | $ 99 | $ 89 |
Tangible asset impairment and depreciation acceleration | 4 | 14 | 26 |
Impairments of finite-lived intangible assets | $ 0 | $ 0 | $ 0 |
Deferred Revenue (Changes in De
Deferred Revenue (Changes in Deferred Revenue) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | $ 306 |
Additions | 384 |
Revenue Recognized | (234) |
Adjustments | (8) |
Ending balance | 448 |
Market Technology | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 53 |
Additions | 113 |
Revenue Recognized | (46) |
Adjustments | (3) |
Ending balance | 117 |
Investment Intelligence | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 97 |
Additions | 104 |
Revenue Recognized | (95) |
Adjustments | 0 |
Ending balance | 106 |
Initial Listing | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 91 |
Additions | 97 |
Revenue Recognized | (41) |
Adjustments | (2) |
Ending balance | 145 |
Annual Listings | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 2 |
Additions | 3 |
Revenue Recognized | (2) |
Adjustments | (1) |
Ending balance | 2 |
IR & ESG Services | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 46 |
Additions | 52 |
Revenue Recognized | (41) |
Adjustments | 0 |
Ending balance | 57 |
Other | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 17 |
Additions | 15 |
Revenue Recognized | (9) |
Adjustments | (2) |
Ending balance | $ 21 |
Deferred Revenue (Estimated Def
Deferred Revenue (Estimated Deferred Revenue) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Fiscal Year Ended [Abstract] | ||
2022 | $ 329 | |
2023 | 51 | |
2024 | 31 | |
2025 | 19 | |
2026 | 14 | |
2027+ | 4 | |
Total | 448 | $ 306 |
Market Technology | ||
Fiscal Year Ended [Abstract] | ||
2022 | 109 | |
2023 | 6 | |
2024 | 1 | |
2025 | 1 | |
2026 | 0 | |
2027+ | 0 | |
Total | 117 | 53 |
Investment Intelligence | ||
Fiscal Year Ended [Abstract] | ||
2022 | 104 | |
2023 | 2 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027+ | 0 | |
Total | 106 | 97 |
Initial Listings | ||
Fiscal Year Ended [Abstract] | ||
2022 | 49 | |
2023 | 35 | |
2024 | 26 | |
2025 | 17 | |
2026 | 14 | |
2027+ | 4 | |
Total | 145 | 91 |
Annual Listings | ||
Fiscal Year Ended [Abstract] | ||
2022 | 2 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027+ | 0 | |
Total | 2 | 2 |
IR & ESG Services | ||
Fiscal Year Ended [Abstract] | ||
2022 | 56 | |
2023 | 1 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027+ | 0 | |
Total | 57 | 46 |
Other | ||
Fiscal Year Ended [Abstract] | ||
2022 | 9 | |
2023 | 7 | |
2024 | 4 | |
2025 | 1 | |
2026 | 0 | |
2027+ | 0 | |
Total | $ 21 | $ 17 |
Debt Obligations (Changes in De
Debt Obligations (Changes in Debt Obligations) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Feb. 28, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Changes In Short-Term Debt Obligations [Roll Forward] | |||
Short-term debt - commercial paper beginning balance | $ 597,000,000 | ||
Additions | 4,079,000,000 | ||
Payments, Foreign Currency Translation and Accretion | (3,658,000,000) | ||
Short-term debt - commercial paper ending balance | $ 597,000,000 | 1,018,000,000 | |
Changes in Long-Term Debt Obligations [Roll Forward] | |||
Total long-term debt at beginning of period | 4,944,000,000 | ||
Additions | 826,000,000 | ||
Payments, Foreign Currency Translation and Accretion | (958,000,000) | ||
Total long-term debt at end of period | 4,944,000,000 | 4,812,000,000 | |
Changes In Debt Obligations [Roll Forward] | |||
Total debt obligations at beginning of period | 5,541,000,000 | ||
Additions | 4,905,000,000 | ||
Payments, Foreign Currency Translation and Accretion | (4,616,000,000) | ||
Total debt obligations at end of period | 5,541,000,000 | 5,830,000,000 | |
Senior Notes | |||
Changes in Long-Term Debt Obligations [Roll Forward] | |||
Additions | 1,900,000,000 | ||
Senior Notes | 2024 Notes | |||
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 | 1,000,000 | ||
Long-term debt obligations at end of period | 498,000,000 | 499,000,000 | |
Senior Notes | 2023 Notes | |||
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 | (730,000,000) | ||
Long-term debt obligations at end of period | 730,000,000 | 0 | |
Senior Notes | 2026 Notes | |||
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 | 1,000,000 | ||
Long-term debt obligations at end of period | 497,000,000 | 498,000,000 | |
Senior Notes | 2029 Notes | |||
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 | (50,000,000) | ||
Long-term debt obligations at end of period | 726,000,000 | 676,000,000 | |
Senior Notes | 2030 Notes | |||
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 | (50,000,000) | ||
Long-term debt obligations at end of period | 726,000,000 | 676,000,000 | |
Senior Notes | 2050 Notes | |||
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 | 485,000,000 | 486,000,000 | |
Senior Notes | 2031 Notes | |||
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 | 643,000,000 | |
Senior Notes | 2040 Notes | |||
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 | 1,000,000 | ||
Long-term debt obligations at end of period | 643,000,000 | 644,000,000 | |
Senior Notes | 2033 Notes | |||
Changes in Long-Term Debt Obligations [Roll Forward] | |||
Long-term debt obligations at beginning of period | 0 | ||
Additions | 726,000,000 | ||
Payments, Foreign Currency Translation and Accretion | (32,000,000) | ||
Long-term debt obligations at end of period | 0 | 694,000,000 | |
2020 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) | (4,000,000) | |
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 | 4,079,000,000 | |
Payments, Foreign Currency Translation and Accretion | (3,659,000,000) | ||
Short-term debt - commercial paper ending balance | 0 | 420,000,000 | |
Short-term notes | 2022 Notes | |||
Changes In Short-Term Debt Obligations [Roll Forward] | |||
Short-term debt - commercial paper beginning balance | 597,000,000 | ||
Additions | 0 | ||
Payments, Foreign Currency Translation and Accretion | 1,000,000 | ||
Short-term debt - commercial paper ending balance | $ 597,000,000 | $ 598,000,000 |
Debt Obligations (Commercial Pa
Debt Obligations (Commercial Paper) (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Feb. 28, 2021 | Dec. 31, 2021 | |
Short-term Debt [Line Items] | ||
Proceeds from short-term debt | $ 4,079,000,000 | |
Commercial paper | ||
Short-term Debt [Line Items] | ||
Proceeds from short-term debt | $ 475,000,000 | $ 4,079,000,000 |
Weighted average interest rate | 0.34% | |
Commercial paper | Minimum | ||
Short-term Debt [Line Items] | ||
Credit facility term | 31 days | |
Commercial paper | Maximum | ||
Short-term Debt [Line Items] | ||
Credit facility term | 66 days | |
Commercial paper | Weighted Average | ||
Short-term Debt [Line Items] | ||
Credit facility term | 29 days |
Debt Obligations (Senior Unsecu
Debt Obligations (Senior Unsecured Notes) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Senior Notes | |
Debt Instrument [Line Items] | |
Aggregate principal amount purchased plus accrued and unpaid interest | 101.00% |
Debt Obligations (2024 Notes) (
Debt Obligations (2024 Notes) (Details) - Senior Notes - 2024 Notes | May 31, 2014 |
Debt Instrument [Line Items] | |
Stated rate | 4.25% |
Maximum | |
Debt Instrument [Line Items] | |
Maximum interest rate on debt instrument | 6.25% |
Debt Obligations (Early Extingu
Debt Obligations (Early Extinguishment of 2023 Notes) (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 31, 2016 | |
Debt Instrument [Line Items] | ||||
Loss on extinguishment of debt | $ (33) | $ (36) | $ (11) | |
Senior Notes | 2023 Notes | ||||
Debt Instrument [Line Items] | ||||
Stated rate | 1.75% | |||
Loss on extinguishment of debt | $ (33) |
Debt Obligations (2026 Notes) (
Debt Obligations (2026 Notes) (Details) - Senior Notes - 2026 Notes | Jun. 30, 2016 |
Debt Instrument [Line Items] | |
Stated rate | 3.85% |
Maximum | |
Debt Instrument [Line Items] | |
Maximum interest rate on debt instrument | 5.85% |
Debt Obligations (2029 Notes) (
Debt Obligations (2029 Notes) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Apr. 30, 2019 | |
Debt Instrument [Line Items] | ||
Decrease (increase) in carrying amount | $ 958 | |
Senior Notes | 2029 Notes | ||
Debt Instrument [Line Items] | ||
Stated rate | 1.75% | |
Decrease (increase) in carrying amount | $ 50 | |
Senior Notes | 2029 Notes | Maximum | ||
Debt Instrument [Line Items] | ||
Maximum interest rate on debt instrument | 3.75% |
Debt Obligations (2030 Notes) (
Debt Obligations (2030 Notes) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Debt Instrument [Line Items] | |
Decrease (increase) in carrying amount | $ 958 |
Senior Notes | 2030 Notes | |
Debt Instrument [Line Items] | |
Decrease (increase) in carrying amount | $ 50 |
Debt Obligations (2050 Notes) (
Debt Obligations (2050 Notes) (Details) - 2050 Notes - Senior Notes | Apr. 30, 2020 |
Debt Instrument [Line Items] | |
Stated rate | 3.25% |
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 | Dec. 31, 2021 |
2022 Notes | |
Debt Instrument [Line Items] | |
Stated rate | 0.445% |
2022 Notes | Maximum | |
Debt Instrument [Line Items] | |
Maximum interest rate on debt instrument | 2.445% |
2031 Notes | |
Debt Instrument [Line Items] | |
Stated rate | 1.65% |
2031 Notes | Maximum | |
Debt Instrument [Line Items] | |
Maximum interest rate on debt instrument | 3.65% |
2040 Notes | |
Debt Instrument [Line Items] | |
Stated rate | 2.50% |
2040 Notes | Maximum | |
Debt Instrument [Line Items] | |
Maximum interest rate on debt instrument | 4.50% |
Debt Obligations (2033 Notes) (
Debt Obligations (2033 Notes) (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Jul. 31, 2021EUR (€) | |
Debt Instrument [Line Items] | |||
Net proceeds from senior note | $ 826 | ||
Increase (decrease) in carrying amount | (958) | ||
Senior Notes | |||
Debt Instrument [Line Items] | |||
Net proceeds from senior note | $ 1,900 | ||
2033 Notes | Senior Notes | |||
Debt Instrument [Line Items] | |||
Principal amount | € | € 615,000,000 | ||
Stated rate | 0.90% | ||
Net proceeds from senior note | 726 | ||
Increase (decrease) in carrying amount | $ (32) |
Debt Obligations (Credit Facili
Debt Obligations (Credit Facilities) (Details) - 2020 Credit Facility - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Utilized amount | $ 0 | |
Unamortized debt issuance expense | 4,000,000 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Credit facility, borrowing capacity | $ 1,250,000,000 | |
Credit facility term | 5 years | |
Remaining amount available | 830,000,000 | |
Option to increase available aggregate amount | $ 625,000,000 | |
Revolving Credit Facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Line of credit facility used for liquidity support | $ 420,000,000 | |
Revolving Credit Facility | Minimum | ||
Debt Instrument [Line Items] | ||
Line of credit facility, commitment fee percentage | 0.125% | |
Revolving Credit Facility | Maximum | ||
Debt Instrument [Line Items] | ||
Line of credit facility, commitment fee percentage | 0.35% |
Debt Obligations (Other Credit
Debt Obligations (Other Credit Facilities) (Details) - Clearinghouse Credit Facilities - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Remaining amount available | $ 212,000,000 | $ 232,000,000 |
Utilized amount | $ 0 | $ 0 |
Retirement Plans (Narrative) (D
Retirement Plans (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Employer contribution match, percent match | 100.00% | 100.00% | |
Employer contribution match, percentage of employee contribution | 6.00% | 6.00% | |
Defined contributions plan expense | $ 14,000,000 | $ 14,000,000 | $ 13,000,000 |
Cost or expenses included in compensation and benefit expense | 26,000,000 | 23,000,000 | $ 20,000,000 |
Accumulated other comprehensive loss for benefit plan | 26,000,000 | ||
Unrecognized net loss | (33,000,000) | ||
Income tax benefit | (7,000,000) | ||
Pension | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 111,000,000 | 119,000,000 | |
Benefit obligation | 112,000,000 | 118,000,000 | |
Funded status, underfunded amount | (1,000,000) | ||
Employer contributions | 0 | 0 | |
SERP | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Funded status, underfunded amount | $ (34,000,000) | $ (30,000,000) |
Retirement Plans (Schedule of E
Retirement Plans (Schedule of Expected Benefit Payments) (Details) $ in Millions | Dec. 31, 2021USD ($) |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2022 | $ 14 |
2023 | 9 |
2024 | 10 |
2025 | 10 |
2026 | 12 |
2027 through 2031 | 48 |
Total future benefit payments | 103 |
Pension | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2022 | 8 |
2023 | 7 |
2024 | 8 |
2025 | 8 |
2026 | 10 |
2027 through 2031 | 38 |
Total future benefit payments | 79 |
SERP | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2022 | 6 |
2023 | 2 |
2024 | 2 |
2025 | 2 |
2026 | 2 |
2027 through 2031 | 8 |
Total future benefit payments | 22 |
Post-retirement | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2022 | 0 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 through 2031 | 2 |
Total future benefit payments | $ 2 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022shares | Dec. 31, 2021USD ($)program$ / sharespeerGroupshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock shares reserved for future issuance (in shares) | shares | 9,500,000 | |||
Stock option exercises, net (in shares) | shares | 24,409 | 85,195 | 69,699 | |
Net cash proceeds from the exercise of stock options | $ 1 | $ 2 | $ 2 | |
Outstanding, aggregate intrinsic value | $ 39 | |||
Weighted-average remaining contractual term, Outstanding (in years) | 5 years | |||
Stock options, exercisable (in shares) | shares | 268,817 | 293,353 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 66.68 | $ 63.22 | ||
Total pre-tax intrinsic value of stock options exercised | $ 3 | $ 9 | $ 6 | |
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 | $ 210.01 | |||
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% | |
Common stock shares reserved for future issuance (in shares) | shares | 4,200,000 | |||
Maximum percentage of shares purchased from annual compensation | 10.00% | |||
Discount given to employees (as a percent) | 15.00% | |||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total unrecognized compensation cost | $ 81 | |||
Weighted-average period unrecognized compensation cost is expected to be recognized, in years | 1 year 9 months 18 days | |||
PSUs | One-Year Program | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total unrecognized compensation cost | $ 1 | |||
Weighted-average period unrecognized compensation cost is expected to be recognized, in years | 1 year | |||
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 | $ 43 | |||
Weighted-average period unrecognized compensation cost is expected to be recognized, in years | 1 year 4 months 24 days | |||
Expiration period of PSU program | 3 years | |||
Performance period | 3 years | |||
Number of peer groups (in peer groups) | peerGroup | 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% | |||
Share price (in dollars per share) | $ / shares | $ 155.63 | $ 92.34 | ||
PSUs | Three-Year Program | Subsequent Event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Additional units granted above target (in shares) | shares | 289,307 | |||
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Share-based compensation expense before income taxes | $ 90 | $ 87 | $ 79 |
Income tax benefit | (24) | (23) | (21) |
Share-based compensation expense after income taxes | $ 66 | $ 64 | $ 58 |
Share-Based Compensation (Sum_2
Share-Based Compensation (Summary of Restricted Stock Activity) (Details) - Restricted Stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Awards | |||
Unvested balances at beginning of period (in shares) | 1,639,051 | 1,486,756 | 1,583,375 |
Granted (in shares) | 507,745 | 743,300 | 605,033 |
Vested (in shares) | (541,603) | (499,357) | (548,588) |
Forfeited (in shares) | (138,853) | (91,648) | (153,064) |
Unvested balances at end of period (in shares) | 1,466,340 | 1,639,051 | 1,486,756 |
Weighted-Average Grant Date Fair Value | |||
Unvested balances at beginning of period (in dollars per share) | $ 84.21 | $ 77.38 | $ 68.62 |
Granted (in dollars per share) | 151.56 | 89.93 | 85.03 |
Vested (in dollars per share) | 83.34 | 72.95 | 61.45 |
Forfeited (in dollars per share) | 102.11 | 81.17 | 73.99 |
Unvested balances at end of period (in dollars per share) | $ 106.16 | $ 84.21 | $ 77.38 |
Share-Based Compensation (Sched
Share-Based Compensation (Schedule of Weighted- Average Assumptions Used to Determine Weighted-Average Fair Values) (Details) - PSUs - Three-Year Program - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average risk free interest rate | 0.33% | 0.27% |
Expected volatility | 30.30% | 27.40% |
Weighted-average grant date share price (in dollars per share) | $ 155.63 | $ 92.34 |
Weighted-average fair value at grant date (in dollars per share) | $ 218.24 | $ 111.50 |
Share-Based Compensation (Sum_3
Share-Based Compensation (Summary of PSU Activity) (Details) - PSUs - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
One-Year Program | |||
Number of Awards | |||
Unvested balances at beginning of period (in shares) | 169,548 | 317,251 | 314,231 |
Granted (in shares) | 0 | 26,780 | 179,599 |
Vested (in shares) | (99,764) | (138,423) | (147,984) |
Forfeited (in shares) | (20,050) | (36,060) | (28,595) |
Unvested balances at end of period (in shares) | 49,734 | 169,548 | 317,251 |
Weighted-Average Grant Date Fair Value | |||
Unvested balances at beginning of period (in dollars per share) | $ 83.33 | $ 80.87 | $ 74.01 |
Granted (in dollars per share) | 0 | 84.17 | 83.56 |
Vested (in dollars per share) | 82.99 | 78.09 | 70.64 |
Forfeited (in dollars per share) | 83.29 | 82.41 | 75.43 |
Unvested balances at end of period (in dollars per share) | $ 84.03 | $ 83.33 | $ 80.87 |
Three-Year Program | |||
Number of Awards | |||
Unvested balances at beginning of period (in shares) | 809,989 | 797,451 | 837,750 |
Granted (in shares) | 360,569 | 320,328 | 397,553 |
Vested (in shares) | (392,727) | (300,767) | (431,751) |
Forfeited (in shares) | (13,707) | (7,023) | (6,101) |
Unvested balances at end of period (in shares) | 764,124 | 809,989 | 797,451 |
Weighted-Average Grant Date Fair Value | |||
Unvested balances at beginning of period (in dollars per share) | $ 108.12 | $ 98.31 | $ 96.57 |
Granted (in dollars per share) | 175.98 | 107.42 | 96.55 |
Vested (in dollars per share) | 116.86 | 81.57 | 93.25 |
Forfeited (in dollars per share) | 142.29 | 98.26 | 103.29 |
Unvested balances at end of period (in dollars per share) | $ 135.04 | $ 108.12 | $ 98.31 |
Share-Based Compensation (Sum_4
Share-Based Compensation (Summary of Stock Option Activity) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Stock Options | |||
Outstanding at beginning of period (in shares) | 293,353 | 379,102 | 448,966 |
Exercised (in shares) | (24,409) | (85,195) | (69,699) |
Forfeited (in shares) | (127) | (554) | (165) |
Outstanding at end of period (in shares) | 268,817 | 293,353 | 379,102 |
Exercisable (in shares) | 268,817 | 293,353 | |
Weighted-Average Exercise Price | |||
Weighted average exercise price, outstanding, beginning of period (in dollars per share) | $ 63.22 | $ 54.32 | $ 49.25 |
Exercised (in dollars per share) | 25.28 | 23.91 | 20.84 |
Forfeited (in dollars per share) | 25.28 | 20.94 | 25.28 |
Weighted average exercise price, outstanding, end of period (in dollars per share) | 66.68 | 63.22 | $ 54.32 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 66.68 | $ 63.22 |
Share-Based Compensation (Sum_5
Share-Based Compensation (Summary of Employee Stock Purchase Plan) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation expense | $ 90 | $ 87 | $ 79 |
Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares purchased (in shares) | 201,758 | 221,123 | 229,172 |
Weighted-average price of shares purchased (in dollars per share) | $ 124.24 | $ 95.79 | $ 73.79 |
Share based compensation expense | $ 7 | $ 5 | $ 4 |
Nasdaq Stockholders' Equity (Na
Nasdaq Stockholders' Equity (Narrative) (Details) $ / shares in Units, $ in Millions | Jan. 26, 2022USD ($)shares | Jan. 31, 2022USD ($)$ / shares | Jul. 31, 2021USD ($)shares | Dec. 31, 2021USD ($)vote$ / sharesshares | Dec. 31, 2020vote$ / sharesshares | Dec. 31, 2019$ / shares |
Stockholders Equity [Line Items] | ||||||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | ||||
Common stock, shares issued (in shares) | 173,418,939 | 171,278,761 | ||||
Common stock, shares outstanding (in shares) | 166,679,635 | 164,933,678 | ||||
Common stock (in votes per share) | vote | 1 | 1 | ||||
Common stock holder voting rights, maximum percentage of the then-outstanding shares of Nasdaq common stock | 5.00% | 5.00% | ||||
Common stock in treasury (in shares) | 6,739,304 | 6,345,083 | ||||
Authorized amount under share repurchase program | $ | $ 926 | |||||
Additional amount under stock repurchase program | $ | $ 1,500 | |||||
Preferred stock, shares authorized (in shares) | 30,000,000 | 30,000,000 | ||||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Preferred stock, shares issued (in shares) | 0 | 0 | ||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||
Payments of dividends | $ | $ 350 | |||||
Cash dividends declared per common share (in dollars per share) | $ / shares | $ 2.11 | $ 1.94 | $ 1.85 | |||
Dividends declared | $ | $ 350 | |||||
Subsequent Event | ||||||
Stockholders Equity [Line Items] | ||||||
Cash dividends declared per common share (in dollars per share) | $ / shares | $ 0.54 | |||||
Dividends declared | $ | $ 90 | |||||
Common stock | ASR agreement | ||||||
Stockholders Equity [Line Items] | ||||||
Authorized amount under share repurchase program | $ | $ 475 | |||||
Share repurchase program (in shares) | 2,431,212 | |||||
Common stock | Subsequent Event | ASR agreement | ||||||
Stockholders Equity [Line Items] | ||||||
Authorized amount under share repurchase program | $ | $ 325 | |||||
Share repurchase program (in shares) | 1,533,923 |
Nasdaq Stockholders' Equity (Co
Nasdaq Stockholders' Equity (Common Stock in Treasury) (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Other repurchases of common stock | |
Dividends Payable [Line Items] | |
Number of shares of common stock repurchased (in shares) | 394,221 |
Share repurchase program | |
Dividends Payable [Line Items] | |
Share repurchase program (in shares) | 2,911,208 |
Average price paid per share (in dollars per share) | $ / shares | $ 160.87 |
Total purchase price (in millions) | $ | $ 468 |
Nasdaq Stockholders' Equity (Sc
Nasdaq Stockholders' Equity (Schedule of Dividends Declared) (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 17, 2021 | Oct. 20, 2021 | Sep. 24, 2021 | Jul. 21, 2021 | Jun. 25, 2021 | Apr. 21, 2021 | Mar. 26, 2021 | Jan. 27, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Dividends Payable [Line Items] | |||||||||||
Dividend Per Common Share (in dollars per share) | $ 2.11 | $ 1.94 | $ 1.85 | ||||||||
Total Amount Paid | $ 350 | ||||||||||
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 | $ 89 | ||||||||||
Dividend declaration date, third quarter | |||||||||||
Dividends Payable [Line Items] | |||||||||||
Dividend Per Common Share (in dollars per share) | $ 0.54 | ||||||||||
Total Amount Paid | $ 90 | ||||||||||
Dividend declaration date, fourth quarter | |||||||||||
Dividends Payable [Line Items] | |||||||||||
Dividend Per Common Share (in dollars per share) | $ 0.54 | ||||||||||
Total Amount Paid | $ 90 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net income attributable to common shareholders | $ 1,187 | $ 933 | $ 774 |
Denominator: | |||
Weighted-average common shares outstanding for basic earnings per share (in shares) | 165,899,459 | 164,415,191 | 164,931,628 |
Weighted-average effect of dilutive securities: | |||
Employee equity awards (in shares) | 2,463,063 | 2,135,532 | 1,679,922 |
Contingent issuance of stock (in shares) | 0 | 353,218 | 358,611 |
Weighted-average common shares outstanding for diluted earnings per share (in shares) | 168,362,522 | 166,903,941 | 166,970,161 |
Basic and diluted earnings per share: | |||
Basic earnings per share (in dollars per share) | $ 7.15 | $ 5.67 | $ 4.69 |
Diluted earnings per share (in dollars per share) | $ 7.05 | $ 5.59 | $ 4.63 |
Securities excluded from the computation of diluted earnings per share (in shares) | 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 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities [Abstract] | ||
Financial investments | $ 208 | $ 195 |
Fair Value, Measurements, Recurring | ||
Debt Securities [Abstract] | ||
Financial investments | 208 | 195 |
Fair Value, Measurements, Recurring | European government debt securities | ||
Debt Securities [Abstract] | ||
Financial investments | 144 | 156 |
Fair Value, Measurements, Recurring | Corporate debt securities | ||
Debt Securities [Abstract] | ||
Financial investments | 20 | 2 |
Fair Value, Measurements, Recurring | State owned enterprises and municipal securities | ||
Debt Securities [Abstract] | ||
Financial investments | 11 | 15 |
Fair Value, Measurements, Recurring | Swedish mortgage bonds | ||
Debt Securities [Abstract] | ||
Financial investments | 21 | 22 |
Fair Value, Measurements, Recurring | Time deposits | ||
Debt Securities [Abstract] | ||
Financial investments | 12 | |
Fair Value, Measurements, Recurring | Level 1 | ||
Debt Securities [Abstract] | ||
Financial investments | 144 | 156 |
Fair Value, Measurements, Recurring | Level 1 | European government debt securities | ||
Debt Securities [Abstract] | ||
Financial investments | 144 | 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 | |
Fair Value, Measurements, Recurring | Level 2 | ||
Debt Securities [Abstract] | ||
Financial investments | 64 | 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 | 20 | 2 |
Fair Value, Measurements, Recurring | Level 2 | State owned enterprises and municipal securities | ||
Debt Securities [Abstract] | ||
Financial investments | 11 | 15 |
Fair Value, Measurements, Recurring | Level 2 | Swedish mortgage bonds | ||
Debt Securities [Abstract] | ||
Financial investments | 21 | 22 |
Fair Value, Measurements, Recurring | Level 2 | Time deposits | ||
Debt Securities [Abstract] | ||
Financial investments | 12 | |
Fair Value, Measurements, Recurring | Level 3 | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | European government debt securities | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Corporate debt securities | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | 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 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Narrative) (Details) - USD ($) | Dec. 31, 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 | 2020 Credit Facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Utilized amount | 0 | |
Fair Value, Measurements, Nonrecurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt utilizing discounted cash flow analyses | $ 5,900,000,000 | $ 5,900,000,000 |
Clearing Operations (Narrative)
Clearing Operations (Narrative) (Details) kr in Millions | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2021USD ($) | Jan. 31, 2021SEK (kr) | Dec. 31, 2021USD ($)contractfund | Dec. 31, 2020USD ($)contract | Dec. 31, 2019USD ($) | |
Clearing Operations [Line Items] | |||||
Number of member sponsored default funds (in funds) | fund | 3 | ||||
Default fund contributions | $ 880,000,000 | ||||
Default fund contributions and margin deposits | 12,634,000,000 | ||||
Change in default fund contributions and margin deposits | 2,330,000,000 | $ 527,000,000 | $ (1,535,000,000) | ||
Payments for default funds and margin deposits | (41,098,000,000) | (54,046,000,000) | (38,203,000,000) | ||
Proceeds from default funds and margin deposits | 40,966,000,000 | 54,155,000,000 | 38,029,000,000 | ||
Liability due to market default | 0 | ||||
Regulatory | 64,000,000 | 24,000,000 | $ 31,000,000 | ||
Liability Waterfall | |||||
Clearing Operations [Line Items] | |||||
Junior capital, cash deposits and pledged assets | 44,000,000 | ||||
Senior capital, cash deposits and pledged assets | 24,000,000 | ||||
Committed capital | 70,000,000 | ||||
Utilize as capital resources | |||||
Clearing Operations [Line Items] | |||||
Default fund contributions | 804,000,000 | ||||
Utilize as member posted surplus balance | |||||
Clearing Operations [Line Items] | |||||
Default fund contributions | 76,000,000 | ||||
Nasdaq clearing members cash contributions | |||||
Clearing Operations [Line Items] | |||||
Default fund contributions | 771,000,000 | ||||
Default fund contributions and margin deposits | 5,911,000,000 | 3,942,000,000 | |||
Restricted cash and equivalents | |||||
Clearing Operations [Line Items] | |||||
Currency translation adjustment | 321,000,000 | ||||
Investments | |||||
Clearing Operations [Line Items] | |||||
Currency translation adjustment | $ 40,000,000 | ||||
Minimum | |||||
Clearing Operations [Line Items] | |||||
Reverse purchase agreements, maturity range | 4 days | ||||
Maximum | |||||
Clearing Operations [Line Items] | |||||
Reverse purchase agreements, maturity range | 14 days | ||||
Nasdaq Clearing | |||||
Clearing Operations [Line Items] | |||||
Committed capital | $ 138,000,000 | ||||
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 | $ 139,000,000 | $ 253,000,000 | |||
Total number of derivative contracts cleared (in contracts) | contract | 6,070,414 | 4,832,504 | |||
Regulatory | $ 33,000,000 | kr 300 |
Clearing Operations (Schedule o
Clearing Operations (Schedule of Clearing Member Default Fund Contributions And Margin Deposits) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Clearing Operations [Line Items] | ||
Default fund contributions | $ 880 | |
Margin deposits | 11,754 | |
Total | 12,634 | |
Cash Contributions | ||
Clearing Operations [Line Items] | ||
Default fund contributions | 771 | |
Margin deposits | 5,140 | |
Total | 5,911 | $ 3,942 |
Non-Cash Contributions | ||
Clearing Operations [Line Items] | ||
Default fund contributions | 109 | |
Margin deposits | 6,614 | |
Total | $ 6,723 |
Clearing Operations (Investment
Clearing Operations (Investment Policy) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Clearing Operations [Line Items] | |||
Cash contributions | $ 12,634 | ||
Default funds and margin deposits (including restricted cash and cash equivalents of $5,074 and $3,197, respectively) | 5,911 | $ 3,942 | $ 2,224 |
Restricted cash and equivalents | |||
Clearing Operations [Line Items] | |||
Default funds and margin deposits (including restricted cash and cash equivalents of $5,074 and $3,197, respectively) | 5,074 | 3,197 | |
Demand deposits | |||
Clearing Operations [Line Items] | |||
Default funds and margin deposits (including restricted cash and cash equivalents of $5,074 and $3,197, respectively) | 3,061 | 2,086 | |
Central bank certificates | |||
Clearing Operations [Line Items] | |||
Default funds and margin deposits (including restricted cash and cash equivalents of $5,074 and $3,197, respectively) | 2,013 | 1,111 | |
Investments | |||
Clearing Operations [Line Items] | |||
Default funds and margin deposits (including restricted cash and cash equivalents of $5,074 and $3,197, respectively) | 837 | 745 | |
European government debt securities | |||
Clearing Operations [Line Items] | |||
Default funds and margin deposits (including restricted cash and cash equivalents of $5,074 and $3,197, respectively) | 414 | 470 | |
Reverse repurchase agreements | |||
Clearing Operations [Line Items] | |||
Default funds and margin deposits (including restricted cash and cash equivalents of $5,074 and $3,197, respectively) | 152 | 180 | |
Multilateral development bank debt securities | |||
Clearing Operations [Line Items] | |||
Default funds and margin deposits (including restricted cash and cash equivalents of $5,074 and $3,197, respectively) | 271 | 95 | |
Nasdaq clearing members cash contributions | |||
Clearing Operations [Line Items] | |||
Cash contributions | $ 5,911 | $ 3,942 |
Clearing Operations (Schedule_2
Clearing Operations (Schedule of Derivative Contracts) (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2021USD ($)TWhcontract | Dec. 31, 2020TWhcontract | |
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 800 | |
Total number of cleared contracts (in contracts) | contract | 81,846,168 | 93,101,056 |
Total volume in cleared power, in Terawatt hours (TWh) | TWh | 813 | 956 |
Commodity and seafood options, futures and forwards | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 282 | |
Total number of cleared contracts (in contracts) | contract | 536,252 | 672,219 |
Fixed-income options and futures | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 291 | |
Total number of cleared contracts (in contracts) | contract | 23,140,918 | 21,299,713 |
Stock options and futures | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 147 | |
Total number of cleared contracts (in contracts) | contract | 20,308,811 | 19,757,733 |
Index options and futures | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 80 | |
Total number of cleared contracts (in contracts) | contract | 37,860,187 | 51,371,391 |
Leases (Summary of Supplemental
Leases (Summary of Supplemental Balance Sheet Information Related to Operating Leases) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Operating lease assets | $ 366 | $ 381 |
Liabilities: | ||
Current lease liabilities | $ 37 | $ 46 |
Current lease liability, statement of financial position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Non-current lease liabilities | $ 386 | $ 389 |
Total lease liabilities | 423 | $ 435 |
Total lease payments | $ 529 |
Leases (Leases Cost) (Details)
Leases (Leases Cost) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease cost | $ 85 | $ 85 | $ 79 |
Variable lease cost | 28 | 26 | 23 |
Sublease income | (4) | (4) | (5) |
Total lease cost | $ 109 | $ 107 | $ 97 |
Leases (Operating Lease Maturit
Leases (Operating Lease Maturity) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 52 | |
2023 | 57 | |
2024 | 52 | |
2025 | 39 | |
2026 | 36 | |
2027+ | 293 | |
Total lease payments | 529 | |
Less: interest | (106) | |
Present value of lease liabilities | 423 | $ 435 |
Operating lease, current liabilities | $ 37 | $ 46 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Current lease liabilities | $ 37 | $ 46 |
Lease liability for lease not yet commenced | $ 168 | |
Terms of lease not yet commenced | 10 years |
Leases (Leases Terms and Discou
Leases (Leases Terms and Discount Rate) (Details) | Dec. 31, 2021 |
Leases [Abstract] | |
Weighted-average remaining lease term (in years) | 11 years 4 months 24 days |
Weighted-average discount rate | 3.80% |
Leases (Supplemental Cash Flow
Leases (Supplemental Cash Flow Information) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 77 | $ 77 | $ 78 |
Lease assets obtained in exchange for new operating lease liabilities | $ 45 | $ 100 | $ 26 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Undistributed earnings | $ 286 | |||
Valuation allowance | 4 | $ 3 | ||
Unrecognized Tax Benefits | 57 | 42 | $ 48 | $ 52 |
Penalties and interest expense | (2) | (2) | $ 3 | |
Interest and penalties related to income tax | $ 4 | $ 8 |
Income Taxes (Domestic and Fore
Income Taxes (Domestic and Foreign Components of Income Before Income Tax Provision) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 1,299 | $ 898 | $ 691 |
Foreign | 235 | 314 | 328 |
Income before income taxes | $ 1,534 | $ 1,212 | $ 1,019 |
Income Taxes (Components of Inc
Income Taxes (Components of Income Tax Provision) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current income taxes provision: | |||
Federal | $ 144 | $ 114 | $ 120 |
State | 45 | 50 | 40 |
Foreign | 64 | 74 | 50 |
Total current income taxes provision | 253 | 238 | 210 |
Deferred income taxes provision (benefit): | |||
Federal | 82 | 37 | 27 |
State | 22 | 6 | 7 |
Foreign | (10) | (2) | 1 |
Deferred income taxes | 94 | 41 | 35 |
Total income tax provision | $ 347 | $ 279 | $ 245 |
Income Taxes (Reconciliation of
Income Taxes (Reconciliation of Provision of Income Taxes) (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax provision at the statutory rate | 21.00% | 21.00% | 21.00% |
State income tax provision, net of federal effect | 3.90% | 4.20% | 4.10% |
Excess tax benefits related to employee share-based compensation | (1.30%) | (0.60%) | (0.50%) |
Non-U.S. subsidiary earnings | 0.30% | 0.50% | 1.00% |
Tax credits and deductions | (0.30%) | (0.20%) | (0.20%) |
Change in unrecognized tax benefits | 0.60% | (0.60%) | (0.10%) |
Other, net | (1.60%) | (1.30%) | (1.30%) |
Actual income tax provision | 22.60% | 23.00% | 24.00% |
Income Taxes (Schedule of Defer
Income Taxes (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Deferred revenues | $ 12 | $ 8 |
U.S. federal net operating loss | 0 | 3 |
Foreign net operating loss | 4 | 4 |
State net operating loss | 1 | 2 |
Compensation and benefits | 28 | 28 |
Federal benefit of uncertain tax positions | 6 | 5 |
Operating lease liabilities | 99 | 97 |
Unrealized losses | 2 | 54 |
Other | 34 | 39 |
Gross deferred tax assets | 186 | 240 |
Less: valuation allowance | (4) | (3) |
Total deferred tax assets, net of valuation allowance | 182 | 237 |
Deferred tax liabilities: | ||
Amortization of software development costs and depreciation | (65) | (55) |
Amortization of acquired intangible assets and goodwill | (322) | (499) |
Investments | (99) | (77) |
Operating lease assets | (84) | (86) |
Other | (16) | (19) |
Gross deferred tax liabilities | (586) | (736) |
Net deferred tax liabilities | (404) | (499) |
Non-current deferred tax assets | 2 | 3 |
Deferred tax liabilities, net | $ (406) | $ (502) |
Income Taxes (Net Operating Los
Income Taxes (Net Operating Losses and Credits) (Details) $ in Millions | Dec. 31, 2021USD ($) |
Foreign tax authority | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards, not subject to expiration | $ 4 |
State and local jurisdiction | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards, subject to expiration | $ 1 |
Income Taxes (Reconciliation _2
Income Taxes (Reconciliation of Unrecognized Tax Benefits) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 42 | $ 48 | $ 52 |
Additions as a result of tax positions taken in prior periods | 16 | 9 | 10 |
Additions as a result of tax positions taken in the current period | 11 | 2 | 1 |
Reductions related to settlements with taxing authorities | (6) | (6) | (10) |
Reductions as a result of lapses of the applicable statute of limitations | (6) | (11) | (5) |
Ending balance | $ 57 | $ 42 | $ 48 |
Commitments, Contingencies an_2
Commitments, Contingencies and Guarantees (Details) | Sep. 02, 2014exchange | Dec. 31, 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 | ||
Clearinghouse Credit Facilities | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Credit facility, available liquidity | 212,000,000 | 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) | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Total revenues | $ 5,886 | $ 5,625 | $ 4,258 |
Transaction-based expenses | (2,466) | (2,722) | (1,723) |
Revenues less transaction-based expenses | 3,420 | 2,903 | 2,535 |
Depreciation and amortization | 278 | 202 | 190 |
Operating income (loss) | 1,441 | 1,234 | 1,017 |
Purchase of property and equipment | 163 | 188 | 127 |
Operating Segments | Market Technology | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 463 | 357 | 338 |
Revenues less transaction-based expenses | 463 | 357 | 338 |
Depreciation and amortization | 111 | 33 | 30 |
Operating income (loss) | 46 | 32 | 54 |
Purchase of property and equipment | 48 | 43 | 40 |
Operating Segments | Investment Intelligence | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 1,076 | 898 | 768 |
Revenues less transaction-based expenses | 1,076 | 898 | 768 |
Depreciation and amortization | 62 | 57 | 52 |
Operating income (loss) | 694 | 572 | 480 |
Purchase of property and equipment | 44 | 52 | 30 |
Operating Segments | Corporate Platforms | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 613 | 521 | 490 |
Revenues less transaction-based expenses | 613 | 521 | 490 |
Depreciation and amortization | 31 | 34 | 34 |
Operating income (loss) | 247 | 187 | 177 |
Purchase of property and equipment | 30 | 30 | 27 |
Operating Segments | Market Services | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 3,707 | 3,818 | 2,616 |
Transaction-based expenses | (2,466) | (2,722) | (1,723) |
Revenues less transaction-based expenses | 1,241 | 1,096 | 893 |
Depreciation and amortization | 73 | 76 | 72 |
Operating income (loss) | 800 | 685 | 508 |
Purchase of property and equipment | 41 | 63 | 30 |
Corporate Items | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 27 | 31 | 46 |
Revenues less transaction-based expenses | 27 | 31 | 46 |
Depreciation and amortization | 1 | 2 | 2 |
Operating income (loss) | $ (346) | $ (242) | $ (202) |
Business Segments (Corporate It
Business Segments (Corporate Items) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Expenses: | |||
Total revenues | $ 5,886 | $ 5,625 | $ 4,258 |
Amortization expense of acquired intangible assets | 170 | 103 | 101 |
Merger and strategic initiatives expense | 87 | 33 | 30 |
Restructuring charges | 31 | 48 | 39 |
Regulatory matters | 64 | 24 | 31 |
Extinguishment of debt | 33 | 36 | 11 |
Operating income | 1,441 | 1,234 | 1,017 |
Corporate Items | |||
Expenses: | |||
Total revenues | 27 | 31 | 46 |
Amortization expense of acquired intangible assets | 170 | 103 | 101 |
Merger and strategic initiatives expense | 87 | 33 | 30 |
Restructuring charges | 31 | 48 | 39 |
Regulatory matters | 33 | (6) | 0 |
Provision for notes receivable | 0 | 6 | 20 |
Extinguishment of debt | 33 | 36 | 11 |
Charitable donations | 0 | 17 | 0 |
Expenses - divested/contributed businesses | 10 | 18 | 25 |
Other | 9 | 18 | 22 |
Total expenses | 373 | 273 | 248 |
Operating income | $ (346) | $ (242) | $ (202) |
Business Segments (Geographic D
Business Segments (Geographic Data) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | $ 5,886 | $ 5,625 | $ 4,258 |
Property and equipment, net | 509 | 475 | 384 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | 4,822 | 4,662 | 3,405 |
Property and equipment, net | 325 | 311 | 250 |
All other countries | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | 1,064 | 963 | 853 |
Property and equipment, net | $ 184 | $ 164 | $ 134 |
Restructuring Charges (Narrativ
Restructuring Charges (Narrative) (Details) $ in Millions | 1 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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring charges | $ 31 | $ 48 | $ 39 |
Asset impairment charges and accelerated depreciation expense | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring charges | 4 | 14 | 26 |
Consulting services | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring charges | 19 | 22 | 2 |
Contract terminations | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring charges | 0 | 3 | 2 |
Severance and employee-related costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring charges | 1 | 3 | 8 |
Other | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring charges | $ 7 | $ 6 | $ 1 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ in Millions | Jan. 26, 2022 | Dec. 31, 2021 | Jul. 31, 2021 |
Subsequent Event [Line Items] | |||
Authorized amount under share repurchase program | $ 926 | ||
ASR agreement | Common stock | |||
Subsequent Event [Line Items] | |||
Authorized amount under share repurchase program | $ 475 | ||
Subsequent Event | ASR agreement | Common stock | |||
Subsequent Event [Line Items] | |||
Authorized amount under share repurchase program | $ 325 |