Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 24, 2024 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-38855 | |
Entity Registrant Name | Nasdaq, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 52-1165937 | |
Entity Address, Address Line One | 151 W. 42nd Street, | |
Entity Address, City or Town | New York, | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10036 | |
City Area Code | 212 | |
Local Phone Number | 401 8700 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 576,532,584 | |
Entity Central Index Key | 0001120193 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Stock, $0.01 par value per share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | NDAQ | |
Security Exchange Name | NASDAQ | |
4.500% Senior Notes due 2032 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 4.500% Senior Notes due 2032 | |
Trading Symbol | NDAQ32 | |
Security Exchange Name | NASDAQ | |
0.900% Senior Notes due 2033 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 0.900% Senior Notes due 2033 | |
Trading Symbol | NDAQ33 | |
Security Exchange Name | NASDAQ | |
0.875% Senior Notes due 2030 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 0.875% Senior Notes due 2030 | |
Trading Symbol | NDAQ30 | |
Security Exchange Name | NASDAQ | |
1.75% Senior Notes due 2029 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 1.75% Senior Notes due 2029 | |
Trading Symbol | NDAQ29 | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 388 | $ 453 |
Restricted cash and cash equivalents | 21 | 20 |
Default funds and margin deposits (including restricted cash and cash equivalents of $4,821 and $6,645, respectively) | 5,595 | 7,275 |
Financial investments | 173 | 188 |
Receivables, net | 925 | 929 |
Other current assets | 219 | 231 |
Total current assets | 7,321 | 9,096 |
Property and equipment, net | 575 | 576 |
Goodwill | 13,974 | 14,112 |
Intangible assets, net | 7,291 | 7,443 |
Operating lease assets | 400 | 402 |
Other non-current assets | 706 | 665 |
Total assets | 30,267 | 32,294 |
Current liabilities: | ||
Accounts payable and accrued expenses | 266 | 332 |
Section 31 fees payable to SEC | 70 | 84 |
Accrued personnel costs | 188 | 303 |
Deferred revenue | 866 | 594 |
Other current liabilities | 184 | 146 |
Default funds and margin deposits | 5,595 | 7,275 |
Short-term debt | 224 | 291 |
Total current liabilities | 7,393 | 9,025 |
Long-term debt | 9,765 | 10,163 |
Deferred tax liabilities, net | 1,655 | 1,642 |
Operating lease liabilities | 413 | 417 |
Other non-current liabilities | 222 | 220 |
Total liabilities | 19,448 | 21,467 |
Commitments and contingencies | ||
Nasdaq stockholders’ equity: | ||
Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 599,052,284 at March 31, 2024 and 598,014,520 at December 31, 2023; shares outstanding: 575,758,581 at March 31, 2024 and 575,159,336 at December 31, 2023 | 6 | 6 |
Additional paid-in capital | 5,526 | 5,496 |
Common stock in treasury, at cost: 23,293,703 shares at March 31, 2024 and 22,855,184 shares at December 31, 2023 | (611) | (587) |
Accumulated other comprehensive loss | (2,044) | (1,924) |
Retained earnings | 7,932 | 7,825 |
Total Nasdaq stockholders’ equity | 10,809 | 10,816 |
Noncontrolling interests | 10 | 11 |
Total equity | 10,819 | 10,827 |
Total liabilities and equity | $ 30,267 | $ 32,294 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Restricted cash and cash equivalents (default funds and margin deposits) | $ 4,821 | $ 6,645 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 900,000,000 | 900,000,000 |
Common stock, shares issued (in shares) | 599,052,284 | 598,014,520 |
Common stock, shares outstanding (in shares) | 575,758,581 | 575,159,336 |
Common stock in treasury (in shares) | 23,293,703 | 22,855,184 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues: | ||
Total revenues | $ 1,674 | $ 1,533 |
Transaction-based expenses: | ||
Transaction-based expenses | (557) | (619) |
Revenues less transaction-based expenses | 1,117 | 914 |
Operating expenses: | ||
Compensation and benefits | 340 | 256 |
Professional and contract services | 34 | 32 |
Computer operations and data communications | 67 | 54 |
Occupancy | 28 | 39 |
General, administrative and other | 28 | 14 |
Marketing and advertising | 11 | 9 |
Depreciation and amortization | 155 | 69 |
Regulatory | 9 | 9 |
Merger and strategic initiatives | 9 | 2 |
Restructuring charges | 26 | 18 |
Total operating expenses | 707 | 502 |
Operating income | 410 | 412 |
Interest income | 6 | 6 |
Interest expense | (108) | (36) |
Other income | 1 | 0 |
Net income from unconsolidated investees | 3 | 14 |
Income before income taxes | 312 | 396 |
Income tax provision | 79 | 95 |
Net income | 233 | 301 |
Net loss attributable to noncontrolling interests | 1 | 1 |
Net income attributable to Nasdaq | $ 234 | $ 302 |
Per share information: | ||
Basic earnings per share (in dollars per share) | $ 0.41 | $ 0.62 |
Diluted earnings per share (in dollars per share) | 0.40 | 0.61 |
Cash dividends declared per common share (in dollars per share) | $ 0.22 | $ 0.20 |
Transaction rebates | ||
Transaction-based expenses: | ||
Transaction-based expenses | $ (481) | $ (487) |
Brokerage, clearance and exchange fees | ||
Transaction-based expenses: | ||
Transaction-based expenses | (76) | (132) |
Operating segments | Capital Access Platforms | ||
Revenues: | ||
Total revenues | 479 | 415 |
Operating expenses: | ||
Operating income | 279 | 225 |
Operating segments | Financial Technology | ||
Revenues: | ||
Total revenues | 392 | 229 |
Operating expenses: | ||
Operating income | 176 | 88 |
Operating segments | Market Services | ||
Revenues: | ||
Total revenues | 794 | 879 |
Transaction-based expenses: | ||
Transaction-based expenses | (557) | (619) |
Revenues less transaction-based expenses | 237 | 260 |
Operating expenses: | ||
Operating income | 133 | 161 |
Reconciling items | ||
Revenues: | ||
Total revenues | $ 9 | $ 10 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (unaudited) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 233 | $ 301 | |
Other comprehensive income (loss): | |||
Foreign currency translation losses | (117) | (21) | |
Income tax benefit (expense) | [1] | (15) | 6 |
Foreign currency translation, net | (132) | (15) | |
Net unrealized loss from cash flow hedges | (2) | 0 | |
Employee benefit plan adjustment | 19 | 0 | |
Employee benefit plan income tax provision | (5) | 0 | |
Employee benefit plan, net | 14 | 0 | |
Total other comprehensive loss, net of tax | (120) | (15) | |
Comprehensive income | 113 | 286 | |
Comprehensive loss attributable to noncontrolling interests | 1 | 1 | |
Comprehensive income attributable to Nasdaq | $ 114 | $ 287 | |
[1] Primarily relates to the tax effect of unrealized gains and losses on Euro denominated notes. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) - USD ($) $ in Millions | Total | Total Nasdaq stockholders’ equity | Common stock | Additional paid-in capital | Additional paid-in capital Share repurchase program | Common stock in treasury, at cost | Accumulated other comprehensive loss | Retained earnings | Noncontrolling interests |
Beginning balance (in shares) at Dec. 31, 2022 | 492,000,000 | ||||||||
Beginning balance at Dec. 31, 2022 | $ 5 | $ 1,445 | $ (515) | $ (1,991) | $ 7,207 | $ 13 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Share repurchase program (in shares) | (3,000,000) | ||||||||
Share repurchase program | $ (159) | ||||||||
Share-based compensation (in shares) | 2,000,000 | ||||||||
Share-based compensation | $ 26 | ||||||||
Other employee stock activity (in shares) | (1,000,000) | ||||||||
Other employee stock activity | $ (40) | ||||||||
Other comprehensive loss | $ (15) | (15) | |||||||
Net income attributable to Nasdaq | $ 302 | 302 | |||||||
Cash dividends declared and paid | (98) | ||||||||
Net activity related to noncontrolling interests | (1) | ||||||||
Ending balance (in shares) at Mar. 31, 2023 | 490,000,000 | ||||||||
Ending balance at Mar. 31, 2023 | $ 6,179 | $ 6,167 | 1,312 | (555) | (2,006) | 7,411 | 12 | ||
Beginning balance (in shares) at Dec. 31, 2023 | 575,159,336 | 575,000,000 | |||||||
Beginning balance at Dec. 31, 2023 | $ 10,827 | $ 6 | $ 5,496 | (587) | (1,924) | 7,825 | 11 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Share-based compensation (in shares) | 1,000,000 | ||||||||
Share-based compensation | $ 30 | ||||||||
Other employee stock activity | (24) | ||||||||
Other comprehensive loss | (120) | (120) | |||||||
Net income attributable to Nasdaq | 234 | 234 | |||||||
Cash dividends declared and paid | $ (127) | (127) | |||||||
Net activity related to noncontrolling interests | (1) | ||||||||
Ending balance (in shares) at Mar. 31, 2024 | 575,758,581 | ||||||||
Ending balance at Mar. 31, 2024 | $ 10,819 | $ 10,809 | $ 5,526 | $ (611) | $ (2,044) | $ 7,932 | $ 10 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Cash flows from operating activities: | |||
Net income | $ 233 | $ 301 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 155 | 69 | |
Share-based compensation | 30 | 26 | |
Deferred income taxes | (2) | 12 | |
Non-cash restructuring charges | 0 | 12 | |
Net income from unconsolidated investees | (3) | (14) | |
Other reconciling items included in net income | 27 | 16 | |
Net change in operating assets and liabilities: | |||
Receivables, net | (17) | 10 | |
Other assets | (5) | 7 | |
Accounts payable and accrued expenses | (73) | (10) | |
Section 31 fees payable to SEC | (14) | (118) | |
Accrued personnel costs | (110) | (86) | |
Deferred revenue | 274 | 300 | |
Other liabilities | 35 | 40 | |
Net cash provided by operating activities | 530 | 565 | |
Cash flows from investing activities: | |||
Purchases of securities | (40) | (198) | |
Proceeds from sales and redemptions of securities | 44 | 184 | |
Purchases of property and equipment | (39) | (40) | |
Investments related to default funds and margin deposits, net | [1] | (184) | (89) |
Other investing activities | (13) | 10 | |
Net cash used in investing activities | (232) | (133) | |
Cash flows from financing activities: | |||
Repayments of commercial paper, net | (67) | (317) | |
Repayments of term loan | (340) | 0 | |
Repurchases of common stock | 0 | (159) | |
Dividends paid | (127) | (98) | |
Payments related to employee shares withheld for taxes | (24) | (40) | |
Default funds and margin deposits | (1,317) | 2 | |
Other financing activities | 0 | (1) | |
Net cash used in financing activities | (1,875) | (613) | |
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | (311) | 29 | |
Net decrease in cash and cash equivalents and restricted cash and cash equivalents | (1,888) | (152) | |
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period | 7,118 | 6,994 | |
Cash and cash equivalents, restricted cash and cash equivalents at end of period | 5,230 | 6,842 | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | |||
Cash and cash equivalents | 388 | 373 | |
Restricted cash and cash equivalents | 21 | 57 | |
Restricted cash and cash equivalents (default funds and margin deposits) | 4,821 | 6,412 | |
Total | 5,230 | 6,842 | |
Supplemental Disclosure Cash Flow Information | |||
Interest paid | 145 | 37 | |
Income taxes paid, net of refund | $ 23 | $ 18 | |
[1]Includes purchases and proceeds from sales and redemptions related to the default funds and margin deposits of our clearing operations. For further information, see "Default Fund Contributions and Margin Deposits," within Note 14, "Clearing Operations." |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | ORGANIZATION AND NATURE OF OPERATIONS Nasdaq is a global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence. In the fourth quarter of 2023, following the completion of the Adenza Holdings, Inc., or Adenza, acquisition, including its two flagship solutions, AxiomSL and Calypso, we further aligned our business more closely with the foundational shifts that are driving the evolution of the global financial system. We now manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services. The divisional structure, which was implemented during the fourth quarter of 2023, is as follows: Capital Access Platforms Our Capital Access Platforms segment comprises Data & Listing Services, Index and Workflow & Insights. Our Data business distributes historical and real-time market data to sell-side customers, the institutional investing community, retail online brokers, proprietary trading firms and other venues, as well as internet portals and data distributors. Our data products can enhance the transparency of market activity within our exchanges and provide critical information to professional and non-professional investors globally. Our Listing Services business operates listing platforms in the U.S. and Europe to provide multiple global capital raising solutions for public companies. Our main listing markets are The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges. Through Nasdaq First North, our Nordic and Baltic operations also offer alternative marketplaces for smaller companies and growth companies. As of March 31, 2024, a total of 5,223 companies listed securities on our U.S., Nasdaq Nordic, Nasdaq Baltic and Nasdaq First North exchanges. As of March 31, 2024, there were 4,020 total listings on The Nasdaq Stock Market, including 619 ETPs. The combined market capitalization in the U.S. was approximately $29.4 trillion. In Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 1,203 listed companies with a combined market capitalization of approximately $2.2 trillion. Our Index business develops and licenses Nasdaq-branded indices and financial products. We also license cash-settled options, futures and options on futures on our indices. As of March 31, 2024, 361 ETPs listed on 27 exchanges in over 20 countries tracked a Nasdaq index and accounted for $519 billion in AUM. Workflow & Insights includes our analytics and corporate solutions businesses. Our analytics business provides asset managers, investment consultants and institutional asset owners with information and analytics to make data-driven investment decisions, deploy their resources more productively, and provide liquidity solutions for private funds. Through our eVestment and Solovis solutions, we provide a suite of cloud-based solutions that help institutional investors and consultants conduct pre-investment due diligence, and monitor their portfolios post-investment. The eVestment platform also enables asset managers to efficiently distribute information about their firms and funds to asset owners and consultants worldwide. Through our Solovis platform, endowments, foundations, pensions and family offices transform how they collect and aggregate investment data, analyze portfolio performance, model and predict future outcomes, and share meaningful portfolio insights with key stakeholders. The Nasdaq Fund Network and Nasdaq Data Link are additional platforms in our suite of investment data analytics offerings and data management tools. Our corporate solutions business serves both public and private companies and organizations through our Investor Relations Intelligence, ESG Solutions and Governance Solutions products. Our public company clients can be companies listed on our exchanges or other U.S. and global exchanges. Our private company clients include a diverse group of organizations ranging from family-owned companies, government organizations, law firms, privately held entities, and various non-profit organizations to hospitals and healthcare systems. We help organizations enhance their ability to understand and expand their global shareholder base, improve corporate governance, and navigate the evolving ESG landscape through our suite of advanced technology, analytics, reporting and consulting services. Financial Technology Our Financial Technology segment comprises Financial Crime Management Technology, Regulatory Technology and Capital Markets Technology solutions. Financial Crime Management Technology includes our Verafin solution, a cloud-based platform to help financial institutions detect, investigate, and report money laundering and financial fraud. Regulatory Technology comprises our surveillance and AxiomSL solutions. Our surveillance solutions are designed for banks, brokers and other market participants to assist them in complying with market abuse and integrity rules and regulations. In addition, we provide regulators and exchanges with a platform for surveillance. AxiomSL is a global leader in risk data management and regulatory reporting solutions for the financial industry, including banks, broker dealers and asset managers. Its unique enterprise data management platform delivers data lineage, risk aggregation, analytics, workflow automation, reconciliation, validation and audit functionality, as well as disclosures. AxiomSL’s platform supports compliance across a wide range of global and local regulations. Capital Markets Technology includes market technology, trade management services and Calypso. Our market technology business is a leading global technology solutions provider and partner to exchanges, clearing organizations, central securities depositories, regulators, banks, brokers, buy-side firms and corporate businesses. Our market technology solutions are utilized by leading markets in North America, Europe and Asia as well as emerging markets in the Middle East, Latin America, and Africa. Our trade management services provide market participants with a wide variety of alternatives for connecting to and accessing our markets for a fee. Our marketplaces may be accessed via a number of different protocols used for quoting, order entry, trade reporting and connectivity to various data feeds. We also provide colocation services to market participants, whereby we offer firms cabinet space and power to house their own equipment and servers within our data centers. Additionally, we offer a number of wireless connectivity offerings between select data centers using millimeter wave and microwave technology. Calypso is a leading provider of front-to-back technology solutions for the financial markets. The Calypso platform provides customers with a single platform designed from the outset to enable consolidation, innovation and growth. Market Services Our Market Services segment includes revenues from equity derivatives trading, cash equity trading, Nordic fixed income trading & clearing, Nordic commodities and U.S. Tape plans data. We operate 19 exchanges across several asset classes, including derivatives, commodities, cash equity, debt, structured products and ETPs. In addition, in certain countries where we operate exchanges, we also provide clearing, settlement and central depository services. In June 2023, we entered into an agreement to sell our European energy trading and clearing business, subject to regulatory approval. Revenues from this business are reflected in Other Revenues in the Condensed Consolidated Statements of Income for all periods, and in our Corporate segment for our segment disclosures. Additionally, certain data revenues from this business that were previously included in our Capital Access Platforms segment are also reflected in Other Revenues in the Condensed Consolidated Statements of Income for all periods, and in our Corporate segment for our segment disclosures. Our transaction-based platforms provide market participants with the ability to access, process, display and integrate orders and quotes. The platforms allow the routing and execution of buy and sell orders as well as the reporting of transactions, providing fee-based revenues. |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The condensed consolidated financial statements are prepared in accordance with U.S. GAAP and include the accounts of Nasdaq, its wholly-owned subsidiaries and other entities in which Nasdaq has a controlling financial interest. When we do not have a controlling interest in an entity, but exercise significant influence over the entity’s operating and financial policies, such investment is accounted for under the equity method of accounting. We recognize our share of earnings or losses of an equity method investee based on our ownership percentage. See “Equity Method Investments,” of Note 6, “Investments,” for further discussion of our equity method investments. The accompanying condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results. These adjustments are of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation. As permitted under U.S. GAAP, certain footnotes or other financial information can be condensed or omitted in the interim condensed consolidated financial statements. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in Nasdaq’s Form 10-K. The year-end balance sheet data was derived from the audited financial statements, but does not include all disclosures required by U.S. GAAP. Certain prior year amounts have been reclassified to conform to the current year presentation. Accounting Estimates In preparing our condensed consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on our revenues, operating income and net income, as well as on the value of certain assets and liabilities in our Condensed Consolidated Balance Sheets. At least quarterly, we evaluate our assumptions, judgments and estimates, and make changes as deemed necessary. Recent Accounting Developments In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within the segment measure of profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM and an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024. We are currently reviewing the impact that the adoption of ASU 2023-07 may have on our consolidated financial statements and disclosures. Subsequent Events |
Revenue From Contracts With Cus
Revenue From Contracts With Customers | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue From Contracts With Customers | REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue The following table summarizes the disaggregation of revenue by major product and service and by segment for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 (in millions) Capital Access Platforms Data & Listing Services $ 186 $ 185 Index 168 110 Workflow & Insights 125 120 Financial Technology Financial Crime Management Technology 64 52 Regulatory Technology 90 32 Capital Markets Technology 238 145 Market Services, net 237 260 Other revenues 9 10 Revenues less transaction-based expenses $ 1,117 $ 914 Substantially all revenues from the Capital Access Platforms segment were recognized over time for the three months ended March 31, 2024 and 2023. For the three months ended March 31, 2024, 12.2% of Regulatory Technology revenues, related to AxiomSL, were recognized at a point in time and 11.3% of Capital Markets Technology revenues, related to Calypso, were recognized at a point in time. The remaining Financial Technology revenues were recognized over time. For the three months ended March 31, 2024 and 2023 approximately 97.3%, and 93.3%, respectively, of Market Services revenues were recognized at a point in time and 2.7%, and 6.7%, respectively, were recognized over time. Contract Balances Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our Condensed Consolidated Balance Sheets as receivables, which are net of allowance for doubtful accounts of $18 million as of March 31, 2024 and December 31, 2023. There were no material upward or downward adjustments to the allowance during the three months ended March 31, 2024 . We do not have obligations for warranties, returns or refunds to customers. For the majority of our contracts with customers, except for our market technology and listing services contracts, our performance obligations range from three months to three years and there is no significant variable consideration. Deferred revenue is the only significant contract asset or liability as of March 31, 2024 . Deferred revenue represents consideration received that is yet to be recognized as revenue for unsatisfied performance obligations. Deferred revenue primarily represents our contract liabilities related to our fees for Annual and Initial Listings, Workflow & Insights, Financial Crime Management Technology, Regulatory Technology and Capital Markets Technology contracts. See Note 7, “Deferred Revenue,” for our discussion on deferred revenue balances, activity, and expected timing of recognition. 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, and therefore not included below. For our Financial Crime Management Technology, Regulatory Technology, Capital Markets Technology and Workflow & Insights contracts, the portion of transaction price allocated to unsatisfied performance obligations is presented in the table below. To the extent consideration has been received, unsatisfied performance obligations would be included in the table below as well as deferred revenue. 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 March 31, 2024: Financial Crime Management Technology Regulatory Technology Capital Markets Technology Workflow & Insights Total (in millions) Remainder of 2024 $ 167 $ 202 $ 252 $ 125 $ 746 2025 223 214 260 117 814 2026 157 87 206 56 506 2027 69 50 140 26 285 2028 22 32 87 14 155 2029+ 6 10 182 1 199 Total $ 644 $ 595 $ 1,127 $ 339 $ 2,705 Deferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the three months ended March 31, 2024 are reflected in the following table: Balance at December 31, 2023 Additions Revenue Recognized Adjustments Balance at March 31, 2024 (in millions) Capital Access Platforms: Initial Listings $ 97 $ 8 $ (12) $ (1) $ 92 Annual Listings 3 260 (1) (1) 261 Workflow & Insights 180 99 (75) — 204 Financial Technology: Financial Crime Management Technology 123 39 (22) (4) 136 Regulatory Technology 68 17 (22) (1) 62 Capital Markets Technology 183 42 (63) (1) 161 Other 21 13 (5) (1) 28 Total $ 675 $ 478 $ (200) $ (9) $ 944 In the above table: • Additions reflect deferred revenue billed in the current period, net of recognition. • Revenue recognized includes revenue recognized during the current period that was included in the beginning balance. • Adjustments reflect foreign currency translation adjustments. • Other primarily includes deferred revenue from our non-U.S. listing of additional shares fees and our Index business. These fees are included in our Capital Access Platforms segment. As of March 31, 2024, we estimate that our deferred revenue will be recognized in the following years: Fiscal year ended: 2024 2025 2026 2027 2028 2029+ Total (in millions) Capital Access Platforms: Initial Listings $ 28 $ 27 $ 21 $ 11 $ 4 $ 1 $ 92 Annual Listings 261 — — — — — 261 Workflow & Insights 188 16 — — — — 204 Financial Technology: Financial Crime Management Technology 124 12 — — — — 136 Regulatory Technology 57 5 — — — — 62 Capital Markets Technology 148 9 2 2 — — 161 Other 16 6 4 2 — — 28 Total $ 822 $ 75 $ 27 $ 15 $ 4 $ 1 $ 944 In the above table, 2024 represents the remaining nine months of 2024. |
Acquisition
Acquisition | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | ACQUISITION 2023 Acquisition In June 2023, we entered into a definitive agreement to acquire Adenza, a provider of mission-critical risk management and regulatory software to the financial services industry, for $5.75 billion in cash (subject to customary post-closing adjustments) and a fixed amount of 85.6 million shares of Nasdaq common stock, based on the volume-weighted average price per share over 15 consecutive trading days prior to signing. Nasdaq issued approximately $5.0 billion of debt, and entered into a $600 million term loan, and used the proceeds for the cash portion of the consideration. See “ Senior Unsecured Notes ” and “ 2023 Term Loan ” in “Financing of the Adenza Acquisition” of Note 8, “Debt Obligations,” for further discussion. On November 1, 2023, Nasdaq completed the acquisition of Adenza for a total purchase consideration of $9,984 million, which comprises the following: (in millions, except price per share) Shares of Nasdaq common stock issued 85.6 Closing price per share of Nasdaq common stock on November 1, 2023 $ 48.71 Fair value of equity portion of the purchase consideration $ 4,170 Cash consideration $ 5,814 Total purchase consideration $ 9,984 At the closing of the transaction, the 85.6 million shares of Nasdaq common stock were issued to Thoma Bravo, the sole shareholder of Adenza, and represented approximately 15% of the outstanding shares of Nasdaq. For further discussion on the rights of common stockholders refer to “Common Stock” of Note 11, “Nasdaq Stockholders’ Equity.” Adenza is part of our Financial Technology segment. The amounts in the table below represent the preliminary allocation of the purchase price to the acquired intangible assets, the deferred tax liability on the acquired intangible assets and other assets acquired and liabilities assumed based on their preliminary respective estimated fair values on the date of acquisition. These amounts are subject to revision during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. Adjustments to the provisional values, which may include tax and other estimates, during the measurement period will be recorded in the reporting period in which the adjustment amounts are determined. Changes to amounts recorded as assets and liabilities may result in a corresponding adjustment to goodwill. The excess purchase price over the net tangible and acquired intangible assets has been recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies and is assigned to our Financial Technology segment. (in millions) Goodwill $ 5,933 Acquired intangible assets 5,050 Receivables, net 236 Other net assets acquired 153 Cash and cash equivalents 48 Accrued personnel costs (44) Deferred revenue (130) Deferred tax liability on acquired intangible assets (1,262) Total purchase consideration $ 9,984 Intangible Assets The following table presents the details of acquired intangible assets at the date of acquisition. Acquired intangible assets with finite lives are amortized using the straight-line method. Customer Relationships Technology Trade Names Total Acquired Intangible Assets Intangible asset value (in millions) $ 3,740 $ 950 $ 360 $ 5,050 Discount rate used 9.5 % 8.5 % 8.5 % Estimated average useful life 22 years 6 years 20 years Customer Relationships Customer relationships represent the contractual relationships with customers. Methodology Customer relationships were valued using the income approach, specifically an excess earnings method. The excess earnings method examines the economic returns contributed by the identified tangible and intangible assets of a company, and then isolates the excess return that is attributable to the intangible asset being valued. 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. 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 15 years. Technology As part of our acquisition of Adenza, we acquired developed technology relating to AxiomSL and Calypso. Methodology The developed technology was valued using the income approach, specifically the relief-from-royalty method, which is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. The royalty rate is applied to the projected revenue over the expected remaining life of the intangible asset to estimate royalty savings. The net after-tax royalty savings are calculated for each year in the remaining economic life of the technology and discounted to present value. Discount Rate The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the developed technology relative to the overall business as discussed above in “Customer Relationships.” Trade Name As part of our acquisition of Adenza, we acquired the AxiomSL and Calypso trade names. The trade names are recognized in the industry and carry a reputation for quality. As such, the reputation and positive recognition embodied in the trade names is a valuable asset to Nasdaq. Methodology The AxiomSL and Calypso trade names were valued using the income approach, specifically the relief-from-royalty method as discussed above in “Technology.” Discount Rate The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the trade name relative to the overall business as discussed above in “Customer Relationships.” |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
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 three months ended March 31, 2024: (in millions) Capital Access Platforms Balance at December 31, 2023 $ 4,214 Foreign currency translation adjustments (52) Balance at March 31, 2024 $ 4,162 Financial Technology Balance at December 31, 2023 $ 7,873 Foreign currency translation adjustments (15) Balance at March 31, 2024 $ 7,858 Market Services Balance at December 31, 2023 $ 2,025 Foreign currency translation adjustments (71) Balance at March 31, 2024 $ 1,954 Total Balance at December 31, 2023 $ 14,112 Foreign currency translation adjustments (138) Balance at March 31, 2024 $ 13,974 Goodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We test goodwill for impairment at the reporting unit level annually, or in interim periods if certain events occur indicating that the carrying amount may be impaired, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. There was no impairment of goodwill for the three months ended March 31, 2024 and 2023; however, events such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses may result in goodwill impairment charges in the future. Acquired Intangible Assets The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived: March 31, 2024 December 31, 2023 Finite-Lived Intangible Assets (in millions) Gross Amount Technology $ 1,235 $ 1,254 Customer relationships 5,739 5,743 Trade names and other 417 417 Foreign currency translation adjustment (218) (194) Total gross amount $ 7,173 $ 7,220 Accumulated Amortization Technology $ (200) $ (169) Customer relationships (977) (912) Trade names and other (26) (21) Foreign currency translation adjustment 136 120 Total accumulated amortization $ (1,067) $ (982) Net Amount Technology $ 1,035 $ 1,085 Customer relationships 4,762 4,831 Trade names and other 391 396 Foreign currency translation adjustment (82) (74) Total finite-lived intangible assets $ 6,106 $ 6,238 Indefinite-Lived Intangible Assets Exchange and clearing registrations $ 1,257 $ 1,257 Trade names 121 121 Licenses 52 52 Foreign currency translation adjustment (245) (225) Total indefinite-lived intangible assets $ 1,185 $ 1,205 Total intangible assets, net $ 7,291 $ 7,443 There was no impairment of intangible assets for the three months ended March 31, 2024 and 2023. The following table presents our amortization expense for acquired finite-lived intangible assets: Three Months Ended March 31, 2024 2023 (in millions) Amortization expense $ 123 $ 38 The table below presents the estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $82 million as of March 31, 2024) of acquired finite-lived intangible assets as of March 31, 2024: (in millions) Remainder of 2024 $ 371 2025 499 2026 494 2027 494 2028 460 2029+ 3,870 Total $ 6,188 |
Investments
Investments | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | INVESTMENTS The following table presents the details of our investments: March 31, 2024 December 31, 2023 (in millions) Financial investments $ 173 $ 188 Equity method investments 405 380 Equity securities 90 87 Financial Investments Financial investments are comprised of trading securities, primarily highly rated European government debt securities, of which $160 million as of March 31, 2024 and $168 million as of December 31, 2023 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 March 31, 2024 and 2023, our equity method investments primarily included our 40.0% equity interest in OCC. The carrying amounts of our equity method investments are included in other non-current assets in the Condensed Consolidated Balance Sheets. No impairments were recorded for the three months ended March 31, 2024 and 2023. Net income recognized from our equity interest in the earnings and losses of these equity method investments, primarily OCC, was $3 million and $14 million for the three months ended March 31, 2024 and 2023, respectively. Equity Securities The carrying amounts of our equity securities are included in other non-current assets in the Condensed Consolidated Balance Sheets. We elected the measurement alternative for substantially all of our equity securities as they do not have a readily determinable fair value. No material adjustments were made to the carrying value of our equity securities for the three months ended March 31, 2024 and 2023. As of March 31, 2024 and December 31, 2023 , our equity securities primarily represent various strategic minority investments made through our corporate venture program. |
Deferred Revenue
Deferred Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue | REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue The following table summarizes the disaggregation of revenue by major product and service and by segment for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 (in millions) Capital Access Platforms Data & Listing Services $ 186 $ 185 Index 168 110 Workflow & Insights 125 120 Financial Technology Financial Crime Management Technology 64 52 Regulatory Technology 90 32 Capital Markets Technology 238 145 Market Services, net 237 260 Other revenues 9 10 Revenues less transaction-based expenses $ 1,117 $ 914 Substantially all revenues from the Capital Access Platforms segment were recognized over time for the three months ended March 31, 2024 and 2023. For the three months ended March 31, 2024, 12.2% of Regulatory Technology revenues, related to AxiomSL, were recognized at a point in time and 11.3% of Capital Markets Technology revenues, related to Calypso, were recognized at a point in time. The remaining Financial Technology revenues were recognized over time. For the three months ended March 31, 2024 and 2023 approximately 97.3%, and 93.3%, respectively, of Market Services revenues were recognized at a point in time and 2.7%, and 6.7%, respectively, were recognized over time. Contract Balances Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our Condensed Consolidated Balance Sheets as receivables, which are net of allowance for doubtful accounts of $18 million as of March 31, 2024 and December 31, 2023. There were no material upward or downward adjustments to the allowance during the three months ended March 31, 2024 . We do not have obligations for warranties, returns or refunds to customers. For the majority of our contracts with customers, except for our market technology and listing services contracts, our performance obligations range from three months to three years and there is no significant variable consideration. Deferred revenue is the only significant contract asset or liability as of March 31, 2024 . Deferred revenue represents consideration received that is yet to be recognized as revenue for unsatisfied performance obligations. Deferred revenue primarily represents our contract liabilities related to our fees for Annual and Initial Listings, Workflow & Insights, Financial Crime Management Technology, Regulatory Technology and Capital Markets Technology contracts. See Note 7, “Deferred Revenue,” for our discussion on deferred revenue balances, activity, and expected timing of recognition. 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, and therefore not included below. For our Financial Crime Management Technology, Regulatory Technology, Capital Markets Technology and Workflow & Insights contracts, the portion of transaction price allocated to unsatisfied performance obligations is presented in the table below. To the extent consideration has been received, unsatisfied performance obligations would be included in the table below as well as deferred revenue. 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 March 31, 2024: Financial Crime Management Technology Regulatory Technology Capital Markets Technology Workflow & Insights Total (in millions) Remainder of 2024 $ 167 $ 202 $ 252 $ 125 $ 746 2025 223 214 260 117 814 2026 157 87 206 56 506 2027 69 50 140 26 285 2028 22 32 87 14 155 2029+ 6 10 182 1 199 Total $ 644 $ 595 $ 1,127 $ 339 $ 2,705 Deferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the three months ended March 31, 2024 are reflected in the following table: Balance at December 31, 2023 Additions Revenue Recognized Adjustments Balance at March 31, 2024 (in millions) Capital Access Platforms: Initial Listings $ 97 $ 8 $ (12) $ (1) $ 92 Annual Listings 3 260 (1) (1) 261 Workflow & Insights 180 99 (75) — 204 Financial Technology: Financial Crime Management Technology 123 39 (22) (4) 136 Regulatory Technology 68 17 (22) (1) 62 Capital Markets Technology 183 42 (63) (1) 161 Other 21 13 (5) (1) 28 Total $ 675 $ 478 $ (200) $ (9) $ 944 In the above table: • Additions reflect deferred revenue billed in the current period, net of recognition. • Revenue recognized includes revenue recognized during the current period that was included in the beginning balance. • Adjustments reflect foreign currency translation adjustments. • Other primarily includes deferred revenue from our non-U.S. listing of additional shares fees and our Index business. These fees are included in our Capital Access Platforms segment. As of March 31, 2024, we estimate that our deferred revenue will be recognized in the following years: Fiscal year ended: 2024 2025 2026 2027 2028 2029+ Total (in millions) Capital Access Platforms: Initial Listings $ 28 $ 27 $ 21 $ 11 $ 4 $ 1 $ 92 Annual Listings 261 — — — — — 261 Workflow & Insights 188 16 — — — — 204 Financial Technology: Financial Crime Management Technology 124 12 — — — — 136 Regulatory Technology 57 5 — — — — 62 Capital Markets Technology 148 9 2 2 — — 161 Other 16 6 4 2 — — 28 Total $ 822 $ 75 $ 27 $ 15 $ 4 $ 1 $ 944 In the above table, 2024 represents the remaining nine months of 2024. |
Debt Obligations
Debt Obligations | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt Obligations | DEBT OBLIGATIONS The following table presents the carrying amounts of our debt outstanding, net of unamortized debt issuance costs: March 31, 2024 December 31, 2023 Short-term debt: (in millions) Commercial paper $ 224 $ 291 Long-term debt - senior unsecured notes: 2025 Notes, $500 million, 5.650% notes due June 28, 2025 498 497 2026 Notes, $500 million, 3.850% notes due June 30, 2026 499 499 2028 Notes, $1 billion, 5.350% notes due June 28, 2028 992 991 2029 Notes, €600 million, 1.75% notes due March 28, 2029 644 658 2030 Notes, €600 million, 0.875% notes due February 13, 2030 643 658 2031 Notes, $650 million, 1.650% notes due January 15, 2031 645 645 2032 Notes, €750 million, 4.500% notes due February 15, 2032 801 819 2033 Notes, €615 million, 0.900% notes due July 30, 2033 659 674 2034 Notes $1.25 billion, 5.550% notes due February 15, 2034 1,240 1,239 2040 Notes, $650 million, 2.500% notes due December 21, 2040 644 644 2050 Notes, $500 million, 3.250% notes due April 28, 2050 487 487 2052 Notes, $550 million, 3.950% notes due March 7, 2052 541 541 2053 Notes, $750 million, 5.950% notes due August 15, 2053 738 738 2063 Notes, $750 million, 6.100% notes due June 28, 2063 738 738 2023 Term Loan — 339 2022 Revolving Credit Facility (4) (4) Total long-term debt $ 9,765 $ 10,163 Total debt obligations $ 9,989 $ 10,454 Commercial Paper Program Our U.S. dollar commercial paper program is supported by our 2022 Revolving Credit Facility, which provides liquidity support for the repayment of commercial paper issued through this program. See “2022 Revolving 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. As of March 31, 2024, we had $224 million outstanding under the commercial paper program. Senior Unsecured Notes Our 2040 Notes were issued at par. All of our other outstanding senior unsecured notes were issued at a discount. As a result of the discount, the proceeds received from each issuance were less than the aggregate principal amount. As of March 31, 2024, the amounts in the table above reflect the aggregate principal amount, less the unamortized debt issuance costs, which are being accreted through interest expense over the life of the applicable notes. The accretion of these costs was $3 million for the three months ended March 31, 2024. Our Euro denominated notes are adjusted for the impact of foreign currency translation. Our senior unsecured notes are general unsecured obligations which rank equally with all of our existing and future unsubordinated obligations and are not guaranteed by any of our subsidiaries. The senior unsecured notes were issued under indentures that, among other things, limit our ability to consolidate, merge or sell all or substantially all of our assets, create liens, and enter into sale and leaseback transactions. The senior unsecured notes may be redeemed by Nasdaq at any time, subject to a make-whole amount. Upon a change of control triggering event (as defined in the various supplemental indentures governing the applicable notes), the terms require us to repurchase all or part of each holder’s notes for cash equal to 101% of the aggregate principal amount purchased plus accrued and unpaid interest, if any. The 2029 Notes, 2030 Notes, 2032 Notes and 2033 Notes pay interest annually. All other notes pay interest semi-annually. The U.S senior unsecured notes coupon rates may vary with Nasdaq’s debt rating, to the extent Nasdaq is downgraded below investment grade, up to an upward rate adjustment not to exceed 2%. Net Investment Hedge Our Euro denominated notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Accordingly, the remeasurement of these notes is recorded in accumulated other comprehensive loss within Nasdaq’s stockholders’ equity in the Condensed Consolidated Balance Sheets. For the three months ended March 31, 2024, the impact of translation decreased the U.S. dollar value of our Euro denominated notes by $62 million. Financing of the Adenza Acquisition Senior Unsecured Notes In June 2023, Nasdaq issued six series of notes for total proceeds of $5,016 million, net of debt issuance costs of $38 million, with various maturity dates ranging from 2025 to 2063. The net proceeds from these notes were used to finance the majority of the cash consideration due in connection with the Adenza acquisition. For further discussion of the Adenza acquisition, see “2023 Acquisition,” of Note 4, “Acquisition.” 2023 Term Loan In June 2023, in connection with the financing of the Adenza acquisition, we entered into a term loan credit agreement, or the 2023 Term Loan. The 2023 Term Loan provided us with the ability to borrow up to $600 million to finance a portion of the cash consideration for the Adenza acquisition, for repayment of certain debt of Adenza and its subsidiaries, and to pay fees, costs and expenses related to the transaction. Under the 2023 Term Loan, borrowings bear interest on the principal amount outstanding at a variable interest rate based on the SOFR plus an applicable margin that varies with Nasdaq’s credit rating. On November 1, 2023, we borrowed $599 million, net of fees, under this term loan towards payment of the cash consideration due in connection with the Adenza acquisition. We made a partial repayment during the fourth quarter of 2023 and paid the remaining balance in the first quarter of 2024. Credit Facilities 2022 Revolving Credit Facility In December 2022, Nasdaq amended and restated its previously issued $1.25 billion five-year revolving credit facility, with a new maturity date of December 16, 2027. Nasdaq intends to use funds available under the 2022 Revolving 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 2022 Revolving Credit Facility at any time in whole or in part, without penalty. As of March 31, 2024, no amounts were outstanding on the 2022 Revolving 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. Borrowings under the revolving credit facility and swingline borrowings bear interest on the principal amount outstanding at a variable interest rate based on either the SOFR (or a successor rate to SOFR), the base rate (as defined in the 2022 Revolving Credit Facility agreement), or other applicable rate with respect to non-dollar borrowings, plus an applicable margin that varies with Nasdaq’s debt rating. We are charged commitment fees of 0.100% to 0.250%, depending on our credit rating, whether or not amounts have been borrowed. These commitment fees are included in interest expense and were not material for the three months ended March 31, 2024 and 2023. The 2022 Revolving 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 2022 Revolving Credit Facility includes an option for Nasdaq to increase the available aggregate amount by up to $750 million, subject to the consent of the lenders funding the increase and certain other conditions. Other Credit Facilities Certain of our European subsidiaries have several other credit facilities, which are available in multiple currencies, primarily to support our Nasdaq Clearing operations in Europe, as well as to provide a cash pool credit line for one subsidiary. These credit facilities, in aggregate, totaled $180 million as of March 31, 2024 and $191 million as of December 31, 2023 in available liquidity, none of which was utilized. Generally, these facilities each have a one-year term. The amounts borrowed under these various credit facilities bear interest on the principal amount outstanding at a variable interest rate based on a base rate (as defined in the applicable credit agreement), plus an applicable margin. We are charged commitment fees (as defined in the applicable credit agreement), whether or not amounts have been borrowed. These commitment fees are included in interest expense and were not material for the three months ended March 31, 2024 and 2023. These facilities include customary affirmative and negative operating covenants and events of default. Debt Covenants As of March 31, 2024, we were in compliance with the covenants of all of our debt obligations. |
Retirement Plans
Retirement Plans | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
Retirement Plans | RETIREMENT PLANS Defined Contribution Savings Plan We sponsor a 401(k) plan, which is a voluntary defined contribution savings plan, for U.S. employees. Employees are immediately eligible to make contributions to the plan and are also eligible for an employer contribution match at an amount equal to 100.0% of the first 6.0% of eligible employee contributions. The following table presents the savings plan expense for the three months ended March 31, 2024 and 2023, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income: Three Months Ended March 31, 2024 2023 (in millions) Savings Plan expense $ 5 $ 5 Pension and Supplemental Executive Retirement Plans Prior to 2024, we maintained non-contributory, defined-benefit pension plans, non-qualified SERPs for certain senior executives and other post-retirement benefit plans for eligible employees in the U.S. Most employees outside the U.S. are covered by local retirement plans or by applicable social laws. Benefits under social laws are generally expensed in the periods in which the costs are incurred. In June 2023, we terminated our U.S. pension plan and took steps to wind down the plan and transfer the resulting liability to an insurance company which started in 2023 and was completed in 2024. These steps included settling all future obligations under our U.S. pension plan through a combination of lump sum payments to eligible, electing participants (completed in 2023) and the transfer of any remaining benefits to a third-party insurance company through a group annuity contract. In connection with the plan termination and partial settlement, a pre-tax loss of $9 million was recorded to compensation and benefits expense in 2023. We finalized the transfer of any remaining benefits during the first quarter of 2024 and recorded an additional settlement pre-tax loss of $23 million to compensation and benefits expense in the Condensed Consolidated Statements of Income. This was offset by a $19 million adjustment to Other Comprehensive Income and a $4 million cash settlement. The total expense for these plans is included in compensation and benefits expense in the Condensed Consolidated Statements of Income: Three Months Ended March 31, 2024 2023 (in millions) Retirement Plans expense $ 31 $ 6 Nonqualified Deferred Compensation Plan |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | SHARE-BASED COMPENSATION We have a share-based compensation program for employees and non-employee directors. Share-based awards granted under this program include restricted stock (consisting of restricted stock units), PSUs and stock options. For accounting purposes, we consider PSUs to be a form of restricted stock. Generally, annual employee awards are granted on or about April 1st of each year. Summary of Share-Based Compensation Expense The following table presents the total share-based compensation expense resulting from equity awards and the 15.0% discount for the ESPP for the three months ended March 31, 2024 and 2023, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income: Three Months Ended March 31, 2024 2023 (in millions) Share-based compensation expense before income taxes $ 30 $ 26 Common Shares Available Under Our Equity Plan As of March 31, 2024, we had approximately 24.9 million shares of common stock authorized for future issuance under our Equity Plan. Restricted Stock We grant restricted stock to most employees. The grant date fair value of restricted stock awards is based on the closing stock price at the date of grant less the present value of future cash dividends. Restricted stock awards granted to employees below the manager level generally vest 33% on the first anniversary of the grant date, 33% on the second anniversary of the grant date, and the remainder on the third anniversary of the grant date. Restricted stock awards granted to employees at or above the manager level generally vest 33% on the second anniversary of the grant date, 33% on the third anniversary of the grant date, and the remainder on the fourth anniversary of the grant date. Summary of Restricted Stock Activity The following table summarizes our restricted stock activity for the three months ended March 31, 2024: Restricted Stock Number of Awards Weighted-Average Grant Date Fair Value Unvested at December 31, 2023 4,209,299 $ 51.15 Granted 147,247 55.60 Vested (76,433) 50.34 Forfeited (45,738) 53.73 Unvested at March 31, 2024 4,234,375 $ 51.29 As of March 31, 2024, $108 million of total unrecognized compensation cost related to restricted stock is expected to be recognized over a weighted-average period of 1.6 years. PSUs We grant three-year PSUs to certain eligible employees. PSUs are based on performance measures that impact the amount of shares that each PSU eligible individual receives, subject to the satisfaction of applicable market performance conditions, with a three-year cumulative performance period that vest at the end of the performance period and which settle in shares of our common stock. Compensation cost is recognized over the three-year performance period, taking into account an estimated forfeiture rate, regardless of whether the market condition is satisfied, provided that the requisite service period has been completed. Performance will be determined by comparing Nasdaq’s TSR to two peer groups, each weighted 50.0%. The first peer group consists of exchange companies, and the second peer group consists of all companies in the S&P 500. Beginning in 2024, we replaced the exchange company peer group with the S&P 500 GICS 4020 Index, which is a blend of exchanges, as well as data, financial technology and banking companies to align more closely with Nasdaq’s diverse business and competitors. Nasdaq’s relative performance ranking against each of these groups will determine the final number of shares delivered to each individual under the program. The award issuance under this program will be between 0.0% and 200.0% of the number of PSUs granted and will be determined by Nasdaq’s overall performance against both peer groups. However, if Nasdaq’s TSR is negative for the three-year performance period, regardless of TSR ranking, the award issuance will not exceed 100.0% of the number of PSUs granted. We estimate the fair value of PSUs granted under the three-year PSU program using the Monte Carlo simulation model, as these awards contain a market condition. Grants of PSUs that were issued in 2021 with a three-year performance period exceeded the applicable performance parameters. As a result, an additional 387,011 units above the original target were granted in the first quarter of 2024 and were fully vested upon issuance. Summary of PSU Activity The following table summarizes our PSU activity for the three months ended March 31, 2024: PSUs Three-Year Program Number of Awards Weighted-Average Grant Date Fair Value Unvested at December 31, 2023 2,008,322 $ 62.86 Granted 475,323 69.90 Vested (961,331) 73.14 Forfeited (26,106) 62.91 Unvested at March 31, 2024 1,496,208 $ 58.49 In the table above, the granted amount primarily includes additional awards granted based on overachievement of performance parameters. As of March 31, 2024, the total unrecognized compensation cost related to the PSU program is $47 million and is expected to be recognized over a weighted-average period of 1.4 years. Stock Options There were no stock option awards granted for the three months ended March 31, 2024. There were no stock options exercised for the three months ended March 31, 2024 and 2023. A summary of our outstanding and exercisable stock options at March 31, 2024 is as follows: Number of Stock Options Weighted-Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Outstanding at March 31, 2024 1,420,323 $ 41.79 4.9 $ 33 Exercisable at March 31, 2024 806,451 $ 22.23 2.8 $ 33 As of March 31, 2024, the aggregate pre-tax intrinsic value of the outstanding and exercisable stock options in the above table was $33 million and represents the difference between our closing stock price on March 31, 2024 of $63.10 and the exercise price, times the number of shares that would have been received by the option holder had the option holder exercised the stock options on that date. This amount can change based on the fair market value of our common stock. As of March 31, 2024 and 2023, 0.8 million outstanding stock options were exercisable and the exercise price was $22.23. ESPP We have an ESPP under which approximately 11.4 million shares of our common stock were available for future issuance as of March 31, 2024. Under our ESPP, employees may purchase shares having a value not exceeding 10.0% of their annual compensation, subject to applicable annual Internal Revenue Service limitations. We record compensation expense related to the 15.0% discount that is given to our employees. |
Nasdaq Stockholders_ Equity
Nasdaq Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Nasdaq Stockholders' Equity | NASDAQ STOCKHOLDERS ’ EQUITY Common Stock As of March 31, 2024, 900,000,000 shares of our common stock were authorized, 599,052,284 shares were issued and 575,758,581 shares were outstanding. As of December 31, 2023, 900,000,000 shares of our common stock were authorized, 598,014,520 shares were issued and 575,159,336 shares were outstanding. The holders of common stock are entitled to one vote per share, except that our certificate of incorporation limits the ability of any shareholder to vote in excess of 5.0% of the then-outstanding shares of Nasdaq common stock. Common Stock in Treasury, at Cost We account for the purchase of treasury stock under the cost method with the shares of stock repurchased reflected as a reduction to Nasdaq stockholders’ equity and included in common stock in treasury, at cost in the Condensed Consolidated Balance Sheets. Shares repurchased under our share repurchase program are currently retired and canceled and are therefore not included in the common stock in treasury balance. If treasury shares are reissued, they are recorded at the average cost of the treasury shares acquired. We held 23,293,703 shares of common stock in treasury as of March 31, 2024 and 22,855,184 shares as of December 31, 2023, most of which are related to shares of our common stock withheld for the settlement of employee tax withholding obligations arising from the vesting of restricted stock and PSUs. Share Repurchase Program As of March 31, 2024, the remaining aggregate authorized amount under the existing share repurchase program was $1.9 billion. There were no share repurchased under our share repurchase program in the first quarter of 2024. These repurchases may be made from time to time at prevailing market prices in open market purchases, privately-negotiated transactions, block purchase techniques, an accelerated share repurchase program or otherwise, as determined by our management. The repurchases are primarily funded from existing cash balances. The share repurchase program may be suspended, modified or discontinued at any time, and has no defined expiration date. For the three months ended March 31, 2024, we repurchased an aggregate of 438,519 shares withheld to satisfy tax obligations of the grantee upon the vesting of restricted stock and PSUs, and these repurchases are excluded from our repurchase program. Preferred Stock Our certificate of incorporation authorizes the issuance of 30,000,000 shares of preferred stock, par value $0.01 per share, issuable from time to time in one or more series. As of March 31, 2024 and December 31, 2023, no shares of preferred stock were issued or outstanding. Cash Dividends on Common Stock During the first quarter of 2024, 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 29, 2024 $ 0.22 March 14, 2024 $ 127 March 28, 2024 $ 127 The total amount paid of $127 million was recorded in retained earnings within Nasdaq’s stockholders’ equity in the Condensed Consolidated Balance Sheets at March 31, 2024. In April 2024, the board of directors approved a regular quarterly cash dividend of $0.24 per share on our outstanding common stock, which reflects an increase of 9% from our most recent quarterly cash dividend of $0.22 per share. The dividend is payable on June 28, 2024 to shareholders of record at the close of business on June 14, 2024. The estimated aggregate payment of this dividend is $138 million. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the board of directors. The board of directors maintains a dividend policy with the intention to provide shareholders with regular and increasing dividends as earnings and cash flows increase. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended March 31, 2024 2023 Numerator: (in millions, except share and per share amounts) Net income attributable to common shareholders $ 234 $ 302 Denominator: Weighted-average common shares outstanding for basic earnings per share 575,451,665 489,931,178 Weighted-average effect of dilutive securities: Weighted-average effect of dilutive securities - Employee equity awards 3,479,425 4,837,833 Weighted-average common shares outstanding for diluted earnings per share 578,931,090 494,769,011 Basic and diluted earnings per share: Basic earnings per share $ 0.41 $ 0.62 Diluted earnings per share $ 0.40 $ 0.61 In the table above, employee equity awards from our PSU program, which are considered contingently issuable, are included in the computation of dilutive earnings per share on a weighted average basis when management determines that the applicable performance criteria would have been met if the performance period ended as of the date of the relevant computation. Securities that were not included in the computation of diluted earnings per share because their effect was antidilutive were immaterial for the three months ended March 31, 2024 and 2023. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023. March 31, 2024 Total Level 1 Level 2 Level 3 (in millions) European government debt securities $ 157 $ 157 $ — $ — State-owned enterprises and municipal securities 10 — 10 — Swedish mortgage bonds 6 — 6 — Total assets at fair value $ 173 $ 157 $ 16 $ — December 31, 2023 Total Level 1 Level 2 Level 3 (in millions) European government debt securities $ 170 $ 170 $ — $ — State-owned enterprises and municipal securities 11 — 11 — Swedish mortgage bonds 7 — 7 — Total assets at fair value $ 188 $ 170 $ 18 $ — 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. We have certain investments, primarily our investment in OCC, which are accounted for under the equity method of accounting. We have elected the measurement alternative for the majority of our equity securities, which primarily represent various strategic investments made through our corporate venture program. See “Equity Method Investments,” and “Equity Securities,” of Note 6, “Investments,” for further discussion. We also consider our debt obligations to be financial instruments. As of March 31, 2024, the majority of our debt obligations were fixed-rate obligations. We are exposed to changes in interest rates as a result of borrowings under our 2022 Revolving Credit 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. We are also exposed to changes in interest rates on amounts outstanding from the sale of commercial paper under our commercial paper program. The fair value of our remaining debt obligations utilizing discounted cash flow analyses for our floating rate debt, and prevailing market rates for our fixed rate debt was $9.4 billion as of March 31, 2024 and $10.0 billion as of December 31, 2023. The discounted cash flow analyses are based on borrowing rates currently available to us for debt with similar terms and maturities. Our commercial paper and our fixed rate and floating rate debt are categorized as Level 2 in the fair value hierarchy. For further discussion of our debt obligations, see Note 8, “Debt Obligations.” Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis Our non-financial assets, which include goodwill, intangible assets, and other long-lived assets, are not required to be carried at fair value on a recurring basis. Fair value measures of non-financial assets are primarily used in the impairment analysis of these assets. Any resulting asset impairment would require that the non-financial asset be recorded at its fair value. Nasdaq uses Level 3 inputs to measure the fair value of the above assets on a non-recurring basis. As of March 31, 2024 and December 31, 2023, there were no non-financial assets measured at fair value on a non-recurring basis. |
Clearing Operations
Clearing Operations | 3 Months Ended |
Mar. 31, 2024 | |
Due to and from Broker-Dealers and Clearing Organizations [Abstract] | |
Clearing Operations | CLEARING OPERATIONS Nasdaq Clearing Nasdaq Clearing is authorized and supervised under EMIR as a multi-asset clearinghouse by the SFSA. Such authorization is effective for all member states of the European Union and certain other non-member states that are part of the European Economic Area, including Norway. The clearinghouse acts as the CCP for exchange and OTC trades in equity derivatives, fixed income derivatives, resale and repurchase contracts, power derivatives, emission allowance derivatives, and seafood derivatives. In June 2023, we entered into an agreement to sell our European energy trading and clearing business, subject to regulatory approval. Through our clearing operations in the financial markets, which include the resale and repurchase market, the commodities markets, and the seafood market, Nasdaq Clearing is the legal counterparty for, and guarantees the fulfillment of, each contract cleared. These contracts are not used by Nasdaq Clearing for the purpose of trading on its own behalf. As the legal counterparty of each transaction, Nasdaq Clearing bears the counterparty risk between the purchaser and seller in the contract. In its guarantor role, Nasdaq Clearing has precisely equal and offsetting claims to and from clearing members on opposite sides of each contract, standing as the CCP on every contract cleared. In accordance with the rules and regulations of Nasdaq Clearing, default fund and margin collateral requirements are calculated for each clearing member’s positions in accounts with the CCP. See “Default Fund Contributions and Margin Deposits” below for further discussion of Nasdaq Clearing’s default fund and margin requirements. Nasdaq Clearing maintains three member sponsored default funds: one related to financial markets, one related to commodities markets and one related to the seafood market. Under this structure, Nasdaq Clearing and its clearing members must contribute to the total regulatory capital related to the clearing operations of Nasdaq Clearing. This structure applies an initial separation of default fund contributions for the financial, commodities and seafood markets in order to create a buffer for each market’s counterparty risks. See “Default Fund Contributions” below for further discussion of Nasdaq Clearing’s default fund. A power of assessment and a liability waterfall have also been implemented to further align risk between Nasdaq Clearing and its clearing members. See “Power of Assessment” and “Liability Waterfall” below for further discussion. Default Fund Contributions and Margin Deposits As of March 31, 2024, clearing member default fund contributions and margin deposits were as follows: March 31, 2024 Cash Contributions Non-Cash Contributions Total Contributions (in millions) Default fund contributions $ 953 $ 150 $ 1,103 Margin deposits 4,642 5,776 10,418 Total $ 5,595 $ 5,926 $ 11,521 Of the total default fund contributions of $1,103 million, Nasdaq Clearing can utilize $906 million as capital resources in the event of a counterparty default. The remaining balance of $197 million pertains to member posted surplus balances. Our clearinghouse holds material amounts of clearing member cash deposits which are held or invested primarily to provide security of capital while minimizing credit, market and liquidity risks. While we seek to achieve a reasonable rate of return, we are primarily concerned with preservation of capital and managing the risks associated with these deposits. Clearing member cash contributions are maintained in demand deposits held at central banks and large, highly rated financial institutions or secured through direct investments, primarily central bank certificates and highly rated European government debt securities with original maturities primarily one year or less, reverse repurchase agreements and multilateral development bank debt securities. Investments in reverse repurchase agreements range in maturity from 2 to 32 days and are secured with highly rated government securities and multilateral development banks. The carrying value of these securities approximates their fair value due to the short-term nature of the instruments and reverse repurchase agreements. Nasdaq Clearing has invested the total cash contributions of $5,595 million as of March 31, 2024 and $7,275 million as of December 31, 2023, in accordance with its investment policy as follows: March 31, 2024 December 31, 2023 (in millions) Demand deposits $ 3,917 $ 5,344 Central bank certificates 904 1,301 Restricted cash and cash equivalents $ 4,821 $ 6,645 European government debt securities 433 306 Reverse repurchase agreements 253 209 Multilateral development bank debt securities 88 115 Investments $ 774 $ 630 Total $ 5,595 $ 7,275 In the table above, the change from December 31, 2023 to March 31, 2024 includes currency translation adjustments of $323 million for restricted cash and cash equivalents and $40 million for investments. For the three months ended March 31, 2024 and 2023, investments related to default funds and margin deposits, net includes purchases of investment securities of $16,745 million and $10,813 million respectively, and proceeds from sales and redemptions of investment securities of $16,561 million, and $10,725 million respectively. In the investment activity related to default fund and margin contributions, we are exposed to counterparty risk related to reverse repurchase agreement transactions, which reflect the risk that the counterparty might become insolvent and, thus, fail to meet its obligations to Nasdaq Clearing. We mitigate this risk by only engaging in transactions with high credit quality reverse repurchase agreement counterparties and by limiting the acceptable collateral under the reverse repurchase agreement to high quality issuers, primarily government securities and other securities explicitly guaranteed by a government. The value of the underlying security is monitored during the lifetime of the contract, and in the event the market value of the underlying security falls below the reverse repurchase amount, our clearinghouse may require additional collateral or a reset of the contract. Default Fund Contributions Required contributions to the default funds are proportional to the exposures of each clearing member. When a clearing member is active in more than one market, contributions must be made to all markets’ default funds in which the member is active. Clearing members’ eligible contributions may include cash and non-cash contributions. Cash contributions received are maintained in demand deposits held at central banks and large, highly rated financial institutions or invested by Nasdaq Clearing, in accordance with its investment policy, either in central bank certificates, highly rated government debt securities, reverse repurchase agreements with highly rated government debt securities as collateral, or multilateral development bank debt securities. Nasdaq Clearing maintains and manages all cash deposits related to margin collateral. All risks and rewards of collateral ownership, including interest, belong to Nasdaq Clearing. Clearing members’ cash contributions are included in default funds and margin deposits in the Condensed Consolidated Balance Sheets as both a current asset and a current liability. Non-cash contributions include highly rated government debt securities that must meet specific criteria approved by Nasdaq Clearing. Non-cash contributions are pledged assets that are not recorded in the Condensed Consolidated Balance Sheets as Nasdaq Clearing does not take legal ownership of these assets and the risks and rewards remain with the clearing members. These balances may fluctuate over time due to changes in the amount of deposits required and whether members choose to provide cash or non-cash contributions. 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 March 31, 2024, Nasdaq Clearing committed capital totaling $120 million to the liability waterfall and overall regulatory capital, in the form of government debt securities, which are recorded as financial investments in the Condensed Consolidated Balance Sheets. The combined regulatory capital of the clearing members and Nasdaq Clearing is intended to secure the obligations of a clearing member exceeding such member’s own margin and default fund deposits and may be used to cover losses sustained by a clearing member in the event of a default. Margin Deposits Nasdaq Clearing requires all clearing members to provide collateral, which may consist of cash and non-cash contributions, to guarantee performance on the clearing members’ open positions, or initial margin. In addition, clearing members must also provide collateral to cover the daily margin call if needed. See “Default Fund Contributions” above for further discussion of cash and non-cash contributions. Similar to default fund contributions, Nasdaq Clearing maintains and manages all cash deposits related to margin collateral. All risks and rewards of collateral ownership, including interest, belong to Nasdaq Clearing and are recorded in revenues. These cash deposits are recorded in default funds and margin deposits in the Condensed Consolidated Balance Sheets as both a current asset and a current liability. Pledged margin collateral is not recorded in our Condensed Consolidated Balance Sheets as all risks and rewards of collateral ownership, including interest, belong to the counterparty. 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 comprises 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 March 31, 2024. Power of Assessment To further strengthen the contingent financial resources of the clearinghouse, Nasdaq Clearing has power of assessment that provides the ability to collect additional funds from its clearing members to cover a defaulting member’s remaining obligations up to the limits established under the terms of the clearinghouse rules. The power of assessment corresponds to 230% of the clearing member’s aggregate contribution to the financial, commodities and seafood markets’ default funds. Liability Waterfall The liability waterfall is the priority order in which the capital resources would be utilized in the event of a default where the defaulting clearing member’s collateral and default fund contribution would not be sufficient to cover the cost to settle its portfolio. If a default occurs and the defaulting clearing member’s collateral, including cash deposits and pledged assets, is depleted, then capital is utilized in the following amount and order: • junior capital contributed by Nasdaq Clearing, which totaled $40 million as of March 31, 2024; • a loss-sharing pool related only to the financial market that is contributed to by clearing members and only applies if the defaulting member’s portfolio includes interest rate swap products; • specific market default fund where the loss occurred (i.e., the financial, commodities, or seafood market), which includes capital contributions of the clearing members on a pro-rata basis; and • fully segregated senior capital for each specific market contributed by Nasdaq Clearing, calculated in accordance with clearinghouse rules, which totaled $17 million as of March 31, 2024. If additional funds are needed after utilization of the liability waterfall, or if part of the waterfall has been utilized and needs to be replenished, then Nasdaq Clearing will utilize its power of assessment and additional capital contributions will be required by non-defaulting members up to the limits established under the terms of the clearinghouse rules. In addition to the capital held to withstand counterparty defaults described above, Nasdaq Clearing also has committed capital of $63 million to ensure that it can handle an orderly wind-down of its operation, and that it is adequately protected against investment, operational, legal, and business risks. Market Value of Derivative Contracts Outstanding The following table presents the market value of derivative contracts outstanding prior to netting: March 31, 2024 (in millions) Commodity and seafood options, futures and forwards $ 42 Fixed-income options and futures 985 Stock options and futures 166 Index options and futures 62 Total $ 1,255 In the table above: • We determined the fair value of our option contracts using standard valuation models that were based on market-based observable inputs including implied volatility, interest rates and the spot price of the underlying instrument. • We determined the fair value of our futures contracts based upon quoted market prices and average quoted market yields. • We determined the fair value of our forward contracts using standard valuation models that were based on market-based observable inputs including benchmark rates and the spot price of the underlying instrument. Derivative Contracts Cleared The following table presents the total number of derivative contracts cleared through Nasdaq Clearing for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Commodity and seafood options, futures and forwards 56,497 48,966 Fixed-income options and futures 4,914,000 4,769,546 Stock options and futures 5,909,474 6,080,134 Index options and futures 9,311,902 11,853,151 Total 20,191,873 22,751,797 In the table above, the total volume in cleared power related to commodity contracts was 135 Terawatt hours (TWh) and 86 TWh for the three months ended March 31, 2024 and 2023, respectively. Resale and Repurchase Agreements Contracts Outstanding and Cleared The outstanding contract value of resale and repurchase agreements was $5.0 billion and $1.4 billion as of March 31, 2024 and 2023, respectively. The total number of resale and repurchase agreements contracts cleared was 1,264,000 and 1,220,132 for the three months ended March 31, 2024 and 2023, respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | LEASES We have operating leases which are primarily real estate leases predominantly for our U.S. and European headquarters, data centers and for general office space. The following table provides supplemental balance sheet information related to Nasdaq ’ s operating leases: Leases Balance Sheet Classification March 31, 2024 December 31, 2023 (in millions) Assets: Operating lease assets Operating lease assets $ 400 $ 402 Liabilities: Current lease liabilities Other current liabilities $ 62 $ 62 Non-current lease liabilities Operating lease liabilities 413 417 Total lease liabilities $ 475 $ 479 The following table summarizes Nasdaq’s lease cost: Three Months Ended March 31, 2024 2023 (in millions) Operating lease cost $ 21 $ 28 Variable lease cost 8 12 Sublease income (1) (1) Total lease cost $ 28 $ 39 In the table above, operating lease costs include short-term lease cost, which was immaterial. In the first quarter of 2023, we initiated a review of our real estate and facility capacity requirements due to our new and evolving work models. As a result of this ongoing review, for the three months ended March 31, 2023, we recorded impairment charges of $17 million, of which $10 million related to operating lease asset impairment and is included in operating lease cost in the table above, $2 million related to exit costs and is included in variable lease cost in the table above and $5 million related to impairment of leasehold improvements, which are recorded in depreciation and amortization expense in the Condensed Consolidated Statements of Income. We fully impaired our lease assets for locations that we vacated with no intention to sublease. Substantially all of the property, equipment and leasehold improvements associated with the vacated leased office space were fully impaired as there are no expected future cash flows for these items. The following table reconciles the undiscounted cash flows for the following years and total of the remaining years to the operating lease liabilities recorded in our Condensed Consolidated Balance Sheets. March 31, 2024 (in millions) Remainder of 2024 $ 61 2025 70 2026 57 2027 54 2028 52 2029+ 276 Total lease payments $ 570 Less: interest (95) Present value of lease liabilities $ 475 In the table above, interest is calculated using the interest rate for each lease. Present value of lease liabilities includes the current portion of $62 million. Total lease payments in the table above excludes $89 million of legally binding minimum lease payments for leases signed but not yet commenced. The increase from 2023 related to a new lease signed for our European headquarters in the first quarter of 2024. This lease will commence in 2025 with a lease term of 10 years. These payments also include a data center lease for which we have not yet obtained full control of the leased premises. The following table provides information related to Nasdaq’s lease term and discount rate: March 31, 2024 Weighted-average remaining lease term (in years) 9.5 Weighted-average discount rate 3.8 % The following table provides supplemental cash flow information related to Nasdaq’s operating leases: Three Months Ended March 31, 2024 2023 (in millions) Cash paid for amounts included in the measurement of operating lease liabilities $ 21 $ 19 Lease assets obtained in exchange for operating lease liabilities $ 12 $ 7 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Income Tax Provision The following table presents our income tax provision and effective tax rate: Three Months Ended March 31, 2024 2023 (in millions) Income tax provision $ 79 $ 95 Effective tax rate 25.3 % 24.0 % The higher effective tax rate for the three months ended March 31, 2024, as compared to the prior year period, was primarily due to increased U.S. tax on overseas earnings. The effective tax rate may vary from period to period depending on, among other factors, the geographic and business mix of earnings and losses. These and other factors, including history of pre-tax earnings and losses, are taken into account in assessing the ability to realize deferred tax assets. Tax Audits Nasdaq and its eligible subsidiaries file a consolidated U.S. federal income tax return, applicable state and local income tax returns and non-U.S. income tax returns. We are subject to examination by federal, state and local, and foreign tax authorities. Our federal income tax return is under audit for tax year 2018 and is subject to examination by the Internal Revenue Service for the years 2020 through 2022. Several state tax returns are currently under examination by the respective tax authorities for the years 2014 through 2022. Non-U.S. tax returns are subject to examination by the respective tax authorities for the years 2018 through 2023. We regularly assess the likelihood of additional assessments by each jurisdiction and have established tax reserves that we believe are adequate in relation to the potential for additional assessments. Examination outcomes and the timing of examination settlements are subject to uncertainty. Although the results of such examinations may have an impact on our unrecognized tax benefits, we do not anticipate that such impact will be material to our condensed consolidated financial position or results of operations, but may be material to our operating results for a particular period and the effective tax rate for that period. We do not expect the settlement of any tax audits to be material in the next twelve months. |
Commitments, Contingencies and
Commitments, Contingencies and Guarantees | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Guarantees | COMMITMENTS, CONTINGENCIES AND GUARANTEES Guarantees Issued and Credit Facilities Available In addition to the default fund contributions and margin collateral pledged by clearing members discussed in Note 14, “Clearing Operations,” we have obtained financial guarantees and credit facilities, which are guaranteed by us through counter indemnities, to provide further liquidity related to our clearing businesses. Financial guarantees issued to us totaled $4 million as of March 31, 2024 and December 31, 2023. As discussed in “Other Credit Facilities,” of Note 8, “Debt Obligations,” we also have credit facilities primarily related to our Nasdaq Clearing operations, which are available in multiple currencies, and totaled $180 million as of March 31, 2024 and $191 million as of December 31, 2023 in available liquidity, none of which was utilized. Other Guarantees Through our clearing operations in the financial markets, Nasdaq Clearing is the legal counterparty for, and guarantees the performance of, its clearing members. See Note 14, “Clearing Operations,” for further discussion of Nasdaq Clearing performance guarantees. We have provided a guarantee related to lease obligations for The Nasdaq Entrepreneurial Center, Inc., which is a not-for-profit organization designed to convene, connect and engage aspiring and current entrepreneurs. This entity is not included in the condensed consolidated financial statements of Nasdaq. We believe that the potential for us to be required to make payments under these arrangements is unlikely. Accordingly, no contingent liability is recorded in the Condensed Consolidated Balance Sheets for the above guarantees. Routing Brokerage Activities One of our broker-dealer subsidiaries, Nasdaq Execution Services, provides a guarantee to securities clearinghouses and exchanges under its standard membership agreements, which require members to guarantee the performance of other members. If a member becomes unable to satisfy its obligations to a clearinghouse or exchange, other members would be required to meet its shortfalls. To mitigate these performance risks, the exchanges and clearinghouses often require members to post collateral, as well as meet certain minimum financial standards. Nasdaq Execution Services’ maximum potential liability under these arrangements cannot be quantified. However, we believe that the potential for Nasdaq Execution Services to be required to make payments under these arrangements is unlikely. Accordingly, no contingent liability is recorded in the Condensed Consolidated Balance Sheets for these arrangements. Legal and Regulatory Matters CFTC Matter In June 2022, NASDAQ Futures, Inc. (“NFX”), a non-operational, wholly-owned subsidiary of Nasdaq, received a telephonic “Wells Notice” from the staff of the CFTC relating to certain alleged potential violations by NFX of provisions of the Commodity Exchange Act and CFTC rules thereunder during the period beginning July 2015 through October 2018. The alleged potential violations concern the accuracy of NFX’s description of one of its market maker incentive programs. The Wells Notice informed NFX that the CFTC staff has made, subject to consideration of NFX’s response, a preliminary determination to recommend that the CFTC authorize an enforcement action against NFX in connection with its former futures exchange business. Nasdaq sold NFX’s futures exchange business to a third-party in November 2019, including the portfolio of open interest in NFX contracts. During 2020, all remaining open interest in NFX contracts was migrated to other exchanges and NFX ceased operation. A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. NFX has submitted a response to the Wells Notice that contests all aspects of the CFTC staff’s position. The CFTC staff subsequently informed us that it plans to formally recommend that the CFTC authorize a civil enforcement action. We cannot predict if or when such an action will be brought, including the scope of the claims or the remedy sought, but such action could commence at any time, and the scope of claims or remedies sought could be material. We believe that NFX would have defenses to any claims if they are the same as those alleged by the CFTC staff during the Wells Notice process. We are unable to predict the ultimate outcome of this matter or the amount or type of remedies that the CFTC may seek or obtain, but any such remedies could have a material negative effect on our operating results and reputation. SFSA Inquiry In September 2023, Nasdaq Stockholm AB, a wholly-owned subsidiary of Nasdaq and the operator of the Nasdaq Stockholm exchange, received a written notification from the SFSA regarding a review initiated with regard to the obligation of Nasdaq Stockholm AB to report suspected market abuse. The review was initiated in connection with an investigation of alleged insider trading in the shares of four companies listed on the Nasdaq Stockholm exchange. The SFSA’s preliminary assessment is that Nasdaq Stockholm AB, by not reporting certain suspicious transactions in the four listed companies, breached its obligation under certain provisions of the Market Abuse Regulation and the Swedish Securities Market Act. The SFSA review remains ongoing, and Nasdaq Stockholm AB is cooperating fully, providing applicable responses and engaged in ongoing communications with the SFSA. Other Matters Except as disclosed above and in our prior reports filed under the Exchange Act, we are not currently a party to any litigation or proceeding that we believe could have a material adverse effect on our business, consolidated financial condition, or operating results. However, from time to time, we have been threatened with, or named as a defendant in, lawsuits or involved in regulatory proceedings. In the normal course of business, Nasdaq discusses matters with its regulators raised during regulatory examinations or otherwise subject to their inquiries. Management believes that censures, fines, penalties or other sanctions that could result from any ongoing examinations or inquiries will not have a material impact on its consolidated financial position or results of operations. However, we are unable to predict the outcome or the timing of the ultimate resolution of these matters, or the potential fines, penalties or injunctive or other equitable relief, if any, that may result from these matters. Tax Audits We are engaged in ongoing discussions and audits with taxing authorities on various tax matters, the resolutions of which are uncertain. Currently, there are matters that may lead to assessments, some of which may not be resolved for several years. Based on currently available information, we believe we have adequately provided for any assessments that could result from those proceedings where it is more likely than not that we will be assessed. We review our positions on these matters as they progress. See “Tax Audits,” of Note 16, “Income Taxes,” for further discussion. |
Business Segments
Business Segments | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Business Segments | BUSINESS SEGMENTS In the fourth quarter of 2023, following the completion of the Adenza acquisition, including its two flagship solutions, AxiomSL and Calypso, we further aligned our business more closely with the foundational shifts that are driving the evolution of the global financial system. We now manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services. See Note 1, “Organization and Nature of Operations,” for further discussion of our reportable segments. This Quarterly Report on Form 10-Q presents our results in alignment with the new corporate structure. All periods presented are restated to reflect the new structure. Our management allocates resources, assesses performance and manages these businesses as three separate segments. We evaluate the performance of our segments based on several factors, of which the primary financial measure is operating income. Results of individual businesses are presented based on our management accounting practices and structure. Our chief operating decision maker does not review total assets or statements of income below operating income by segments as key performance metrics; therefore, such information is not presented below. The following table presents certain information regarding our business segments for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 (in millions) Capital Access Platforms Total revenues $ 479 $ 415 Operating income 279 225 Financial Technology Total revenues 392 229 Operating income 176 88 Market Services Total revenues 794 879 Transaction-based expenses (557) (619) Revenues less transaction-based expenses 237 260 Operating income 133 161 Corporate Items Total revenues 9 10 Operating loss (178) (62) Consolidated Total revenues $ 1,674 $ 1,533 Transaction-based expenses (557) (619) Revenues less transaction-based expenses $ 1,117 $ 914 Operating income $ 410 $ 412 The items below are allocated to Corporate Items in our management reports as we believe they do not contribute to a meaningful evaluation of a particular segment’s ongoing operating performance. Management does not consider these items for the purpose of evaluating the performance of our segments or their managers or when making decisions to allocate resources. Therefore, we believe performance measures excluding the below items provide management with a useful representation of our segments’ ongoing activity in each period. These items, which are presented in the table below, include the following: • Amortization expense of acquired intangible assets: We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations. As such, if intangible asset amortization is included in performance measures, it is more difficult to assess the day-to-day operating performance of the segments, and the relative operating performance of the segments between periods. • Merger and strategic initiatives expense: We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years that have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third-party transaction costs. The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transaction. For the three months ended March 31, 2024, these costs primarily relate to the Adenza acquisition. • Restructuring charges: In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program, “Adenza Restructuring” to optimize our efficiencies as a combined organization. In October 2022, following our September 2022 announcement to realign our segments and leadership, we initiated a divisional alignment program with a focus on realizing the full potential of this structure. See Note 19, “Restructuring Charges,” for further discussion of these plans. • Revenues and expenses - divested businesses: For the three months ended March 31, 2024 and 2023, these amounts include revenues and expenses related to our European power trading and clearing business, following our announcement in June 2023 to sell this business, subject to regulatory approval. Historically, these amounts were included in our Market Services and Capital Access Platforms results. • Other items: We have included certain other charges or gains in corporate items, to the extent we believe they should be excluded when evaluating the ongoing operating performance of each individual segment. Other items primarily include: ◦ Lease asset impairments: For the three months ended March 31, 2023, this included impairment charges related to our operating lease assets and leasehold improvements associated with vacating certain leased office space, which are recorded in occupancy and depreciation and amortization expense in our Condensed Consolidated Statements of Income. ◦ Legal and regulatory matters: For the three months ended March 31, 2023, this primarily included insurance recoveries related to certain legal matters. The insurance recoveries are recorded in professional and contract services and general, administrative and other expense in the Condensed Consolidated Statements of Income. ◦ Pension settlement charge: For the three months ended March 31, 2024, we recorded a pre-tax loss as a result of settling our U.S. pension plan. The plan was terminated and partially settled in 2023, with final settlement occurring during the first quarter of 2024. The pre-tax loss is recorded in compensation and benefits in the Condensed Consolidated Statements of Income. See Note 9, “Retirement Plans,” for further discussion. Three Months Ended March 31, 2024 2023 (in millions) Revenues - divested businesses $ 9 $ 10 Expenses: Amortization expense of acquired intangible assets 123 38 Merger and strategic initiatives expense 9 2 Restructuring charges 26 18 Lease asset impairments — 17 Legal and regulatory matters 2 (10) Pension Settlement 23 — Expenses - divested businesses 4 6 Other — 1 Total expenses $ 187 $ 72 Operating loss $ (178) $ (62) |
Restructuring Charges
Restructuring Charges | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | RESTRUCTURING CHARGES In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program, “Adenza Restructuring” to optimize our efficiencies as a combined organization. In connection with this program, we expect to incur approximately $80 million in pre-tax charges principally related to employee-related costs, contract terminations, real estate impairments and other related costs. We expect to achieve benefits primarily in the form of expense and revenue synergies. Costs related to the 2023 Adenza Restructuring program will be recorded as restructuring charges in the Condensed Consolidated Statements of Income. In October 2022, following our September 2022 announcement to realign our segments and leadership, we initiated a divisional alignment program with a focus on realizing the full potential of this structure. In connection with the program, we expect to incur $115 million to $145 million in pre-tax charges principally related to employee-related costs, consulting, asset impairments and contract terminations over a two-year period. Costs related to the divisional alignment program will be recorded as restructuring charges in the Condensed Consolidated Statements of Income. The following table presents a summary of the Adenza restructuring program and our divisional alignment program charges for the three months ended March 31, 2024 and 2023 as well as total program costs incurred since the inception date of each program. Three Months Ended March 31, 2024 2023 (in millions) Asset impairment charges Divisional realignment $ — $ 12 Consulting services Divisional realignment 10 3 Employee-related costs Adenza restructuring 4 — Divisional realignment 3 3 Other Adenza restructuring 3 — Divisional realignment 6 — Total restructuring charges $ 26 $ 18 Total Program Costs Incurred Adenza restructuring $ 17 Divisional realignment $ 104 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net income attributable to Nasdaq | $ 234 | $ 302 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation and Pri_2
Basis of Presentation and Principles of Consolidation (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The condensed consolidated financial statements are prepared in accordance with U.S. GAAP and include the accounts of Nasdaq, its wholly-owned subsidiaries and other entities in which Nasdaq has a controlling financial interest. When we do not have a controlling interest in an entity, but exercise significant influence over the entity’s operating and financial policies, such investment is accounted for under the equity method of accounting. We recognize our share of earnings or losses of an equity method investee based on our ownership percentage. See “Equity Method Investments,” of Note 6, “Investments,” for further discussion of our equity method investments. |
Principles of Consolidation | The accompanying condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results. These adjustments are of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation. As permitted under U.S. GAAP, certain footnotes or other financial information can be condensed or omitted in the interim condensed consolidated financial statements. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in Nasdaq’s Form 10-K. The year-end balance sheet data was derived from the audited financial statements, but does not include all disclosures required by U.S. GAAP. |
Reclassification | Certain prior year amounts have been reclassified to conform to the current year presentation. |
Accounting Estimates | Accounting Estimates In preparing our condensed consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on our revenues, operating income and net income, as well as on the value of certain assets and liabilities in our Condensed Consolidated Balance Sheets. At least quarterly, we evaluate our assumptions, judgments and estimates, and make changes as deemed necessary. |
Recent Accounting Developments | Recent Accounting Developments In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within the segment measure of profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM and an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024. We are currently reviewing the impact that the adoption of ASU 2023-07 may have on our consolidated financial statements and disclosures. |
Subsequent Events | Subsequent Events |
Organization and Nature of Op_2
Organization and Nature of Operations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Business Acquisitions by Acquisition | The divisional structure, which was implemented during the fourth quarter of 2023, is as follows: On November 1, 2023, Nasdaq completed the acquisition of Adenza for a total purchase consideration of $9,984 million, which comprises the following: (in millions, except price per share) Shares of Nasdaq common stock issued 85.6 Closing price per share of Nasdaq common stock on November 1, 2023 $ 48.71 Fair value of equity portion of the purchase consideration $ 4,170 Cash consideration $ 5,814 Total purchase consideration $ 9,984 The excess purchase price over the net tangible and acquired intangible assets has been recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies and is assigned to our Financial Technology segment. (in millions) Goodwill $ 5,933 Acquired intangible assets 5,050 Receivables, net 236 Other net assets acquired 153 Cash and cash equivalents 48 Accrued personnel costs (44) Deferred revenue (130) Deferred tax liability on acquired intangible assets (1,262) Total purchase consideration $ 9,984 |
Revenue From Contracts With C_2
Revenue From Contracts With Customers (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table summarizes the disaggregation of revenue by major product and service and by segment for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 (in millions) Capital Access Platforms Data & Listing Services $ 186 $ 185 Index 168 110 Workflow & Insights 125 120 Financial Technology Financial Crime Management Technology 64 52 Regulatory Technology 90 32 Capital Markets Technology 238 145 Market Services, net 237 260 Other revenues 9 10 Revenues less transaction-based expenses $ 1,117 $ 914 |
Schedule of Remaining Performance Obligation | The following table summarizes the amount of the transaction price allocated to performance obligations that are unsatisfied, for contract durations greater than one year, as of March 31, 2024: Financial Crime Management Technology Regulatory Technology Capital Markets Technology Workflow & Insights Total (in millions) Remainder of 2024 $ 167 $ 202 $ 252 $ 125 $ 746 2025 223 214 260 117 814 2026 157 87 206 56 506 2027 69 50 140 26 285 2028 22 32 87 14 155 2029+ 6 10 182 1 199 Total $ 644 $ 595 $ 1,127 $ 339 $ 2,705 |
Acquisition (Tables)
Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions by Acquisition | The divisional structure, which was implemented during the fourth quarter of 2023, is as follows: On November 1, 2023, Nasdaq completed the acquisition of Adenza for a total purchase consideration of $9,984 million, which comprises the following: (in millions, except price per share) Shares of Nasdaq common stock issued 85.6 Closing price per share of Nasdaq common stock on November 1, 2023 $ 48.71 Fair value of equity portion of the purchase consideration $ 4,170 Cash consideration $ 5,814 Total purchase consideration $ 9,984 The excess purchase price over the net tangible and acquired intangible assets has been recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies and is assigned to our Financial Technology segment. (in millions) Goodwill $ 5,933 Acquired intangible assets 5,050 Receivables, net 236 Other net assets acquired 153 Cash and cash equivalents 48 Accrued personnel costs (44) Deferred revenue (130) Deferred tax liability on acquired intangible assets (1,262) Total purchase consideration $ 9,984 |
Schedule of Acquired Finite Lived Intangible Assets in Acquisition | The following table presents the details of acquired intangible assets at the date of acquisition. Acquired intangible assets with finite lives are amortized using the straight-line method. Customer Relationships Technology Trade Names Total Acquired Intangible Assets Intangible asset value (in millions) $ 3,740 $ 950 $ 360 $ 5,050 Discount rate used 9.5 % 8.5 % 8.5 % Estimated average useful life 22 years 6 years 20 years |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table presents the changes in goodwill by business segment during the three months ended March 31, 2024: (in millions) Capital Access Platforms Balance at December 31, 2023 $ 4,214 Foreign currency translation adjustments (52) Balance at March 31, 2024 $ 4,162 Financial Technology Balance at December 31, 2023 $ 7,873 Foreign currency translation adjustments (15) Balance at March 31, 2024 $ 7,858 Market Services Balance at December 31, 2023 $ 2,025 Foreign currency translation adjustments (71) Balance at March 31, 2024 $ 1,954 Total Balance at December 31, 2023 $ 14,112 Foreign currency translation adjustments (138) Balance at March 31, 2024 $ 13,974 |
Schedule of Acquired Finite-Lived Intangible Assets | The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived: March 31, 2024 December 31, 2023 Finite-Lived Intangible Assets (in millions) Gross Amount Technology $ 1,235 $ 1,254 Customer relationships 5,739 5,743 Trade names and other 417 417 Foreign currency translation adjustment (218) (194) Total gross amount $ 7,173 $ 7,220 Accumulated Amortization Technology $ (200) $ (169) Customer relationships (977) (912) Trade names and other (26) (21) Foreign currency translation adjustment 136 120 Total accumulated amortization $ (1,067) $ (982) Net Amount Technology $ 1,035 $ 1,085 Customer relationships 4,762 4,831 Trade names and other 391 396 Foreign currency translation adjustment (82) (74) Total finite-lived intangible assets $ 6,106 $ 6,238 Indefinite-Lived Intangible Assets Exchange and clearing registrations $ 1,257 $ 1,257 Trade names 121 121 Licenses 52 52 Foreign currency translation adjustment (245) (225) Total indefinite-lived intangible assets $ 1,185 $ 1,205 Total intangible assets, net $ 7,291 $ 7,443 |
Schedule of Acquired Indefinite-lived Intangible Assets | The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived: March 31, 2024 December 31, 2023 Finite-Lived Intangible Assets (in millions) Gross Amount Technology $ 1,235 $ 1,254 Customer relationships 5,739 5,743 Trade names and other 417 417 Foreign currency translation adjustment (218) (194) Total gross amount $ 7,173 $ 7,220 Accumulated Amortization Technology $ (200) $ (169) Customer relationships (977) (912) Trade names and other (26) (21) Foreign currency translation adjustment 136 120 Total accumulated amortization $ (1,067) $ (982) Net Amount Technology $ 1,035 $ 1,085 Customer relationships 4,762 4,831 Trade names and other 391 396 Foreign currency translation adjustment (82) (74) Total finite-lived intangible assets $ 6,106 $ 6,238 Indefinite-Lived Intangible Assets Exchange and clearing registrations $ 1,257 $ 1,257 Trade names 121 121 Licenses 52 52 Foreign currency translation adjustment (245) (225) Total indefinite-lived intangible assets $ 1,185 $ 1,205 Total intangible assets, net $ 7,291 $ 7,443 |
Schedule of Finite-lived Intangible Assets Amortization Expense | The following table presents our amortization expense for acquired finite-lived intangible assets: Three Months Ended March 31, 2024 2023 (in millions) Amortization expense $ 123 $ 38 |
Schedule of Estimated Future Amortization Expense | The table below presents the estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $82 million as of March 31, 2024) of acquired finite-lived intangible assets as of March 31, 2024: (in millions) Remainder of 2024 $ 371 2025 499 2026 494 2027 494 2028 460 2029+ 3,870 Total $ 6,188 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investments | The following table presents the details of our investments: March 31, 2024 December 31, 2023 (in millions) Financial investments $ 173 $ 188 Equity method investments 405 380 Equity securities 90 87 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Changes in Deferred Revenue | The changes in our deferred revenue during the three months ended March 31, 2024 are reflected in the following table: Balance at December 31, 2023 Additions Revenue Recognized Adjustments Balance at March 31, 2024 (in millions) Capital Access Platforms: Initial Listings $ 97 $ 8 $ (12) $ (1) $ 92 Annual Listings 3 260 (1) (1) 261 Workflow & Insights 180 99 (75) — 204 Financial Technology: Financial Crime Management Technology 123 39 (22) (4) 136 Regulatory Technology 68 17 (22) (1) 62 Capital Markets Technology 183 42 (63) (1) 161 Other 21 13 (5) (1) 28 Total $ 675 $ 478 $ (200) $ (9) $ 944 In the above table: • Additions reflect deferred revenue billed in the current period, net of recognition. • Revenue recognized includes revenue recognized during the current period that was included in the beginning balance. • Adjustments reflect foreign currency translation adjustments. • |
Schedule of Estimated Deferred Revenue | As of March 31, 2024, we estimate that our deferred revenue will be recognized in the following years: Fiscal year ended: 2024 2025 2026 2027 2028 2029+ Total (in millions) Capital Access Platforms: Initial Listings $ 28 $ 27 $ 21 $ 11 $ 4 $ 1 $ 92 Annual Listings 261 — — — — — 261 Workflow & Insights 188 16 — — — — 204 Financial Technology: Financial Crime Management Technology 124 12 — — — — 136 Regulatory Technology 57 5 — — — — 62 Capital Markets Technology 148 9 2 2 — — 161 Other 16 6 4 2 — — 28 Total $ 822 $ 75 $ 27 $ 15 $ 4 $ 1 $ 944 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Changes in Debt Obligations | The following table presents the carrying amounts of our debt outstanding, net of unamortized debt issuance costs: March 31, 2024 December 31, 2023 Short-term debt: (in millions) Commercial paper $ 224 $ 291 Long-term debt - senior unsecured notes: 2025 Notes, $500 million, 5.650% notes due June 28, 2025 498 497 2026 Notes, $500 million, 3.850% notes due June 30, 2026 499 499 2028 Notes, $1 billion, 5.350% notes due June 28, 2028 992 991 2029 Notes, €600 million, 1.75% notes due March 28, 2029 644 658 2030 Notes, €600 million, 0.875% notes due February 13, 2030 643 658 2031 Notes, $650 million, 1.650% notes due January 15, 2031 645 645 2032 Notes, €750 million, 4.500% notes due February 15, 2032 801 819 2033 Notes, €615 million, 0.900% notes due July 30, 2033 659 674 2034 Notes $1.25 billion, 5.550% notes due February 15, 2034 1,240 1,239 2040 Notes, $650 million, 2.500% notes due December 21, 2040 644 644 2050 Notes, $500 million, 3.250% notes due April 28, 2050 487 487 2052 Notes, $550 million, 3.950% notes due March 7, 2052 541 541 2053 Notes, $750 million, 5.950% notes due August 15, 2053 738 738 2063 Notes, $750 million, 6.100% notes due June 28, 2063 738 738 2023 Term Loan — 339 2022 Revolving Credit Facility (4) (4) Total long-term debt $ 9,765 $ 10,163 Total debt obligations $ 9,989 $ 10,454 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
Schedule of Defined Contribution Plan Disclosures | The following table presents the savings plan expense for the three months ended March 31, 2024 and 2023, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income: Three Months Ended March 31, 2024 2023 (in millions) Savings Plan expense $ 5 $ 5 The total expense for these plans is included in compensation and benefits expense in the Condensed Consolidated Statements of Income: Three Months Ended March 31, 2024 2023 (in millions) Retirement Plans expense $ 31 $ 6 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Share-Based Compensation Expense | The following table presents the total share-based compensation expense resulting from equity awards and the 15.0% discount for the ESPP for the three months ended March 31, 2024 and 2023, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income: Three Months Ended March 31, 2024 2023 (in millions) Share-based compensation expense before income taxes $ 30 $ 26 |
Summary of Restricted Stock Activity | The following table summarizes our restricted stock activity for the three months ended March 31, 2024: Restricted Stock Number of Awards Weighted-Average Grant Date Fair Value Unvested at December 31, 2023 4,209,299 $ 51.15 Granted 147,247 55.60 Vested (76,433) 50.34 Forfeited (45,738) 53.73 Unvested at March 31, 2024 4,234,375 $ 51.29 |
Summary of PSU Activity | The following table summarizes our PSU activity for the three months ended March 31, 2024: PSUs Three-Year Program Number of Awards Weighted-Average Grant Date Fair Value Unvested at December 31, 2023 2,008,322 $ 62.86 Granted 475,323 69.90 Vested (961,331) 73.14 Forfeited (26,106) 62.91 Unvested at March 31, 2024 1,496,208 $ 58.49 |
Summary of Stock Option Activity | A summary of our outstanding and exercisable stock options at March 31, 2024 is as follows: Number of Stock Options Weighted-Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Outstanding at March 31, 2024 1,420,323 $ 41.79 4.9 $ 33 Exercisable at March 31, 2024 806,451 $ 22.23 2.8 $ 33 |
Nasdaq Stockholders_ Equity (Ta
Nasdaq Stockholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Dividends Declared | During the first quarter of 2024, 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 29, 2024 $ 0.22 March 14, 2024 $ 127 March 28, 2024 $ 127 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended March 31, 2024 2023 Numerator: (in millions, except share and per share amounts) Net income attributable to common shareholders $ 234 $ 302 Denominator: Weighted-average common shares outstanding for basic earnings per share 575,451,665 489,931,178 Weighted-average effect of dilutive securities: Weighted-average effect of dilutive securities - Employee equity awards 3,479,425 4,837,833 Weighted-average common shares outstanding for diluted earnings per share 578,931,090 494,769,011 Basic and diluted earnings per share: Basic earnings per share $ 0.41 $ 0.62 Diluted earnings per share $ 0.40 $ 0.61 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023. March 31, 2024 Total Level 1 Level 2 Level 3 (in millions) European government debt securities $ 157 $ 157 $ — $ — State-owned enterprises and municipal securities 10 — 10 — Swedish mortgage bonds 6 — 6 — Total assets at fair value $ 173 $ 157 $ 16 $ — December 31, 2023 Total Level 1 Level 2 Level 3 (in millions) European government debt securities $ 170 $ 170 $ — $ — State-owned enterprises and municipal securities 11 — 11 — Swedish mortgage bonds 7 — 7 — Total assets at fair value $ 188 $ 170 $ 18 $ — |
Clearing Operations (Tables)
Clearing Operations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Due to and from Broker-Dealers and Clearing Organizations [Abstract] | |
Schedule of Clearing Member Default Fund Contributions | As of March 31, 2024, clearing member default fund contributions and margin deposits were as follows: March 31, 2024 Cash Contributions Non-Cash Contributions Total Contributions (in millions) Default fund contributions $ 953 $ 150 $ 1,103 Margin deposits 4,642 5,776 10,418 Total $ 5,595 $ 5,926 $ 11,521 Nasdaq Clearing has invested the total cash contributions of $5,595 million as of March 31, 2024 and $7,275 million as of December 31, 2023, in accordance with its investment policy as follows: March 31, 2024 December 31, 2023 (in millions) Demand deposits $ 3,917 $ 5,344 Central bank certificates 904 1,301 Restricted cash and cash equivalents $ 4,821 $ 6,645 European government debt securities 433 306 Reverse repurchase agreements 253 209 Multilateral development bank debt securities 88 115 Investments $ 774 $ 630 Total $ 5,595 $ 7,275 |
Schedule of Derivative Contracts Outstanding | The following table presents the market value of derivative contracts outstanding prior to netting: March 31, 2024 (in millions) Commodity and seafood options, futures and forwards $ 42 Fixed-income options and futures 985 Stock options and futures 166 Index options and futures 62 Total $ 1,255 In the table above: • We determined the fair value of our option contracts using standard valuation models that were based on market-based observable inputs including implied volatility, interest rates and the spot price of the underlying instrument. • We determined the fair value of our futures contracts based upon quoted market prices and average quoted market yields. • We determined the fair value of our forward contracts using standard valuation models that were based on market-based observable inputs including benchmark rates and the spot price of the underlying instrument. |
Schedule of Derivative Contracts Cleared | The following table presents the total number of derivative contracts cleared through Nasdaq Clearing for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Commodity and seafood options, futures and forwards 56,497 48,966 Fixed-income options and futures 4,914,000 4,769,546 Stock options and futures 5,909,474 6,080,134 Index options and futures 9,311,902 11,853,151 Total 20,191,873 22,751,797 In the table above, the total volume in cleared power related to commodity contracts was 135 Terawatt hours (TWh) and 86 TWh for the three months ended March 31, 2024 and 2023, respectively. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 December 31, 2023 (in millions) Assets: Operating lease assets Operating lease assets $ 400 $ 402 Liabilities: Current lease liabilities Other current liabilities $ 62 $ 62 Non-current lease liabilities Operating lease liabilities 413 417 Total lease liabilities $ 475 $ 479 |
Schedule of Lease Cost, Lease Term and Discount Rate | The following table summarizes Nasdaq’s lease cost: Three Months Ended March 31, 2024 2023 (in millions) Operating lease cost $ 21 $ 28 Variable lease cost 8 12 Sublease income (1) (1) Total lease cost $ 28 $ 39 The following table provides information related to Nasdaq’s lease term and discount rate: March 31, 2024 Weighted-average remaining lease term (in years) 9.5 Weighted-average discount rate 3.8 % The following table provides supplemental cash flow information related to Nasdaq’s operating leases: Three Months Ended March 31, 2024 2023 (in millions) Cash paid for amounts included in the measurement of operating lease liabilities $ 21 $ 19 Lease assets obtained in exchange for operating lease liabilities $ 12 $ 7 |
Schedule of Operating Lease Liabilities | The following table reconciles the undiscounted cash flows for the following years and total of the remaining years to the operating lease liabilities recorded in our Condensed Consolidated Balance Sheets. March 31, 2024 (in millions) Remainder of 2024 $ 61 2025 70 2026 57 2027 54 2028 52 2029+ 276 Total lease payments $ 570 Less: interest (95) Present value of lease liabilities $ 475 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision and Effective Tax Rate | The following table presents our income tax provision and effective tax rate: Three Months Ended March 31, 2024 2023 (in millions) Income tax provision $ 79 $ 95 Effective tax rate 25.3 % 24.0 % |
Business Segments (Tables)
Business Segments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Operating Segments | The following table presents certain information regarding our business segments for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 (in millions) Capital Access Platforms Total revenues $ 479 $ 415 Operating income 279 225 Financial Technology Total revenues 392 229 Operating income 176 88 Market Services Total revenues 794 879 Transaction-based expenses (557) (619) Revenues less transaction-based expenses 237 260 Operating income 133 161 Corporate Items Total revenues 9 10 Operating loss (178) (62) Consolidated Total revenues $ 1,674 $ 1,533 Transaction-based expenses (557) (619) Revenues less transaction-based expenses $ 1,117 $ 914 Operating income $ 410 $ 412 |
Schedule of Corporate Items | Three Months Ended March 31, 2024 2023 (in millions) Revenues - divested businesses $ 9 $ 10 Expenses: Amortization expense of acquired intangible assets 123 38 Merger and strategic initiatives expense 9 2 Restructuring charges 26 18 Lease asset impairments — 17 Legal and regulatory matters 2 (10) Pension Settlement 23 — Expenses - divested businesses 4 6 Other — 1 Total expenses $ 187 $ 72 Operating loss $ (178) $ (62) |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges | The following table presents a summary of the Adenza restructuring program and our divisional alignment program charges for the three months ended March 31, 2024 and 2023 as well as total program costs incurred since the inception date of each program. Three Months Ended March 31, 2024 2023 (in millions) Asset impairment charges Divisional realignment $ — $ 12 Consulting services Divisional realignment 10 3 Employee-related costs Adenza restructuring 4 — Divisional realignment 3 3 Other Adenza restructuring 3 — Divisional realignment 6 — Total restructuring charges $ 26 $ 18 Total Program Costs Incurred Adenza restructuring $ 17 Divisional realignment $ 104 |
Organization and Nature of Op_3
Organization and Nature of Operations (Details) $ in Billions | 3 Months Ended | |
Mar. 31, 2024 USD ($) country company exchange exchangeTradedProduct | Dec. 31, 2023 segment | |
Organization And Basis Of Presentation [Line Items] | ||
Number of operating segments (in segments) | segment | 3 | |
Capital Access Platforms | ||
Organization And Basis Of Presentation [Line Items] | ||
Total number of listed companies within Nordic and Baltic exchanges (in companies) | 5,223 | |
Number of exchange traded products licensed to Nasdaq's Indexes (in exchange traded products) | exchangeTradedProduct | 361 | |
Number of equity exchanges (in exchanges) | exchange | 27 | |
Number of countries services are provided (in countries) | country | 20 | |
Assets management value | $ | $ 519 | |
Market Services | ||
Organization And Basis Of Presentation [Line Items] | ||
Number of equity exchanges (in exchanges) | exchange | 19 | |
United States | Capital Access Platforms | ||
Organization And Basis Of Presentation [Line Items] | ||
Total number of listings on The Nasdaq Stock Market (in companies) | 4,020 | |
ETPs and other listings listed on Nasdaq Stock Market (in companies) | 619 | |
Approximate combined market capitalization | $ | $ 29,400 | |
Europe | Capital Access Platforms | ||
Organization And Basis Of Presentation [Line Items] | ||
Total number of listed companies within Nordic and Baltic exchanges (in companies) | 1,203 | |
Approximate combined market capitalization | $ | $ 2,200 |
Revenue From Contracts With C_3
Revenue From Contracts With Customers (Revenue by Product, Service and Segment) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenues less transaction-based expenses | $ 1,117 | $ 914 |
Operating segments | Capital Access Platforms | Data & Listing Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenues less transaction-based expenses | 186 | 185 |
Operating segments | Capital Access Platforms | Index | ||
Disaggregation of Revenue [Line Items] | ||
Revenues less transaction-based expenses | 168 | 110 |
Operating segments | Capital Access Platforms | Workflow & Insights | ||
Disaggregation of Revenue [Line Items] | ||
Revenues less transaction-based expenses | 125 | 120 |
Operating segments | Financial Technology | Financial Crime Management Technology | ||
Disaggregation of Revenue [Line Items] | ||
Revenues less transaction-based expenses | 64 | 52 |
Operating segments | Financial Technology | Regulatory Technology | ||
Disaggregation of Revenue [Line Items] | ||
Revenues less transaction-based expenses | 90 | 32 |
Operating segments | Financial Technology | Capital Markets Technology | ||
Disaggregation of Revenue [Line Items] | ||
Revenues less transaction-based expenses | 238 | 145 |
Operating segments | Market Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenues less transaction-based expenses | 237 | 260 |
Operating segments | Market Services | Market Services, net | ||
Disaggregation of Revenue [Line Items] | ||
Revenues less transaction-based expenses | 237 | 260 |
Reconciling items | Other revenues | ||
Disaggregation of Revenue [Line Items] | ||
Revenues less transaction-based expenses | $ 9 | $ 10 |
Revenue From Contracts With C_4
Revenue From Contracts With Customers (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Allowance for doubtful accounts | $ 18 | $ 18 | |
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 | ||
AxiomSL Revenue | Financial Technology | Services transferred at a point in time | Regulatory Technology | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue recognized (as a percentage) | 12.20% | ||
Calypso Revenues | Financial Technology | Services transferred at a point in time | Capital Markets Technology | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue recognized (as a percentage) | 11.30% | ||
Market Services | Market Services Segment | Services transferred at a point in time | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue recognized (as a percentage) | 97.30% | 93.30% | |
Market Services | Market Services Segment | Services transferred over time | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue recognized (as a percentage) | 2.70% | 6.70% |
Revenue From Contracts With C_5
Revenue From Contracts With Customers (Remaining Performance Obligation) (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 2,705 |
Financial Technology | Financial Crime Management Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 644 |
Financial Technology | Regulatory Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 595 |
Financial Technology | Capital Markets Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 1,127 |
Capital Access Platforms | Workflow & Insights | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 339 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 746 |
Revenue, remaining performance obligation, period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | Financial Technology | Financial Crime Management Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 167 |
Revenue, remaining performance obligation, period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | Financial Technology | Regulatory Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 202 |
Revenue, remaining performance obligation, period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | Financial Technology | Capital Markets Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 252 |
Revenue, remaining performance obligation, period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | Capital Access Platforms | Workflow & Insights | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 125 |
Revenue, remaining performance obligation, period | 9 months |
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 | $ 814 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Financial Technology | Financial Crime Management Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 223 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Financial Technology | Regulatory Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 214 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Financial Technology | Capital Markets Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 260 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Capital Access Platforms | Workflow & Insights | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 117 |
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 | $ 506 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Financial Technology | Financial Crime Management Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 157 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Financial Technology | Regulatory Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 87 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Financial Technology | Capital Markets Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 206 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Capital Access Platforms | Workflow & Insights | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 56 |
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 | $ 285 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Financial Technology | Financial Crime Management Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 69 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Financial Technology | Regulatory Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 50 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Financial Technology | Capital Markets Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 140 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Capital Access Platforms | Workflow & Insights | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 26 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 155 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | Financial Technology | Financial Crime Management Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 22 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | Financial Technology | Regulatory Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 32 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | Financial Technology | Capital Markets Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 87 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | Capital Access Platforms | Workflow & Insights | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 14 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 199 |
Revenue, remaining performance obligation, period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01 | Financial Technology | Financial Crime Management Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 6 |
Revenue, remaining performance obligation, period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01 | Financial Technology | Regulatory Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 10 |
Revenue, remaining performance obligation, period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01 | Financial Technology | Capital Markets Technology | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 182 |
Revenue, remaining performance obligation, period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01 | Capital Access Platforms | Workflow & Insights | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 1 |
Revenue, remaining performance obligation, period |
Acquisition (2023 Acquisition)
Acquisition (2023 Acquisition) (Details) shares in Millions | 1 Months Ended | |
Nov. 01, 2023 USD ($) shares | Jun. 30, 2023 USD ($) trading_day | |
Business Acquisition [Line Items] | ||
Volume-weighted average price, threshold trading days | trading_day | 15 | |
Proceeds from debt | $ 5,000,000,000 | |
Secured debt | Term Loan | ||
Business Acquisition [Line Items] | ||
Principal amount | 600,000,000 | |
Thoma Bravo | ||
Business Acquisition [Line Items] | ||
Percentage of shares sold | 15% | |
Adenza Holdings, Inc., | ||
Business Acquisition [Line Items] | ||
Payments to acquire businesses (cash portion) | $ 5,814,000,000 | $ 5,750,000,000 |
Number of shares issued (in shares) | shares | 85.6 | |
Purchase consideration | $ 9,984,000,000 | |
Estimated average useful life | 15 years |
Acquisition (Purchases Consider
Acquisition (Purchases Consideration) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | ||
Nov. 01, 2023 | Jun. 30, 2023 | Mar. 31, 2024 | |
Business Acquisition [Line Items] | |||
Share price (in dollars per share) | $ 63.10 | ||
Adenza Holdings, Inc., | |||
Business Acquisition [Line Items] | |||
Shares of Nasdaq common stock issued (in shares) | 85.6 | ||
Share price (in dollars per share) | $ 48.71 | ||
Fair value of equity portion of the purchase consideration | $ 4,170 | ||
Payments to acquire businesses (cash portion) | 5,814 | $ 5,750 | |
Purchase consideration | $ 9,984 |
Acquisition (Acquisition of Ver
Acquisition (Acquisition of Verafin and Adenza) (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 | Nov. 01, 2023 |
Business Acquisition [Line Items] | |||
Goodwill | $ 13,974 | $ 14,112 | |
Adenza Holdings, Inc., | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 5,933 | ||
Acquired intangible assets | 5,050 | ||
Receivables, net | 236 | ||
Other net assets acquired | 153 | ||
Cash and cash equivalents | 48 | ||
Accrued personnel costs | (44) | ||
Deferred revenue | (130) | ||
Deferred tax liability on acquired intangible assets | (1,262) | ||
Total purchase consideration | $ 9,984 |
Acquisition (Intangible Assets)
Acquisition (Intangible Assets) (Details) - Adenza Holdings, Inc., $ in Millions | Nov. 01, 2023 USD ($) |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |
Intangible asset value (in millions) | $ 5,050 |
Estimated average useful life | 15 years |
Customer Relationships | |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |
Intangible asset value (in millions) | $ 3,740 |
Estimated average useful life | 22 years |
Customer Relationships | Discount rate | |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |
Discount rate used | 0.095 |
Technology | |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |
Intangible asset value (in millions) | $ 950 |
Estimated average useful life | 6 years |
Technology | Discount rate | |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |
Discount rate used | 0.085 |
Trade Names | |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |
Intangible asset value (in millions) | $ 360 |
Estimated average useful life | 20 years |
Trade Names | Discount rate | |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |
Discount rate used | 0.085 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets (Schedule of Changes in Goodwill) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill [Roll Forward] | |
Balance at beginning of period | $ 14,112 |
Foreign currency translation adjustments | (138) |
Balance at end of period | 13,974 |
Capital Access Platforms | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 4,214 |
Foreign currency translation adjustments | (52) |
Balance at end of period | 4,162 |
Financial Technology | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 7,873 |
Foreign currency translation adjustments | (15) |
Balance at end of period | 7,858 |
Market Services | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 2,025 |
Foreign currency translation adjustments | (71) |
Balance at end of period | $ 1,954 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill, impairment loss | $ 0 | $ 0 | |
Impairment of indefinite-lived intangible assets | 0 | $ 0 | |
Finite-lived intangible assets, net | 6,106,000,000 | $ 6,238,000,000 | |
Foreign currency translation adjustment | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, net | $ (82,000,000) | $ (74,000,000) |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets (Finite-Lived and Indefinite-Lived Intangible Assets) (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 7,173 | $ 7,220 |
Accumulated Amortization | (1,067) | (982) |
Net Amount | 6,106 | 6,238 |
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 1,185 | 1,205 |
Intangible assets, net | 7,291 | 7,443 |
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 | (245) | (225) |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 1,235 | 1,254 |
Accumulated Amortization | (200) | (169) |
Net Amount | 1,035 | 1,085 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 5,739 | 5,743 |
Accumulated Amortization | (977) | (912) |
Net Amount | 4,762 | 4,831 |
Trade names and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 417 | 417 |
Accumulated Amortization | (26) | (21) |
Net Amount | 391 | 396 |
Foreign currency translation adjustment | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | (218) | (194) |
Accumulated Amortization | 136 | 120 |
Net Amount | $ (82) | $ (74) |
Goodwill and Acquired Intangi_6
Goodwill and Acquired Intangible Assets (Finite-Lived Intangible Assets Amortization Expense) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 123 | $ 38 |
Goodwill and Acquired Intangi_7
Goodwill and Acquired Intangible Assets (Estimated Future Amortization Expense) (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2024 | $ 371 |
2025 | 499 |
2026 | 494 |
2027 | 494 |
2028 | 460 |
2029+ | 3,870 |
Total | $ 6,188 |
Investments (Schedule of Invest
Investments (Schedule of Investments) (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Investments, Debt and Equity Securities [Abstract] | ||
Financial investments | $ 173 | $ 188 |
Equity method investments | 405 | 380 |
Equity securities | $ 90 | $ 87 |
Investments (Narrative) (Detail
Investments (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Investments, Debt and Securities [Line Items] | |||
Impairment of equity method investment | $ 0 | $ 0 | |
Net income (losses) from unconsolidated investees | $ 3,000,000 | $ 14,000,000 | |
OCC | |||
Investments, Debt and Securities [Line Items] | |||
Equity method investment, ownership percentage | 40% | 40% | |
Foreign government debt securities | |||
Investments, Debt and Securities [Line Items] | |||
Trading securities | $ 160,000,000 | $ 168,000,000 |
Deferred Revenue (Changes in De
Deferred Revenue (Changes in Deferred Revenue) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | $ 675 |
Additions | 478 |
Revenue Recognized | (200) |
Adjustments | (9) |
Ending balance | 944 |
Initial Listings | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 97 |
Additions | 8 |
Revenue Recognized | (12) |
Adjustments | (1) |
Ending balance | 92 |
Annual Listings | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 3 |
Additions | 260 |
Revenue Recognized | (1) |
Adjustments | (1) |
Ending balance | 261 |
Workflow & Insights | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 180 |
Additions | 99 |
Revenue Recognized | (75) |
Adjustments | 0 |
Ending balance | 204 |
Financial Crime Management Technology | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 123 |
Additions | 39 |
Revenue Recognized | (22) |
Adjustments | (4) |
Ending balance | 136 |
Regulatory Technology | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 68 |
Additions | 17 |
Revenue Recognized | (22) |
Adjustments | (1) |
Ending balance | 62 |
Capital Markets Technology | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 183 |
Additions | 42 |
Revenue Recognized | (63) |
Adjustments | (1) |
Ending balance | 161 |
Other | |
Change in Contract with Customer Liability [Roll Forward] | |
Beginning balance | 21 |
Additions | 13 |
Revenue Recognized | (5) |
Adjustments | (1) |
Ending balance | $ 28 |
Deferred Revenue (Estimated Def
Deferred Revenue (Estimated Deferred Revenue) (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Fiscal Year Ended [Abstract] | ||
2024 | $ 822 | |
2025 | 75 | |
2026 | 27 | |
2027 | 15 | |
2028 | 4 | |
2029+ | 1 | |
Total | 944 | $ 675 |
Initial Listings | ||
Fiscal Year Ended [Abstract] | ||
2024 | 28 | |
2025 | 27 | |
2026 | 21 | |
2027 | 11 | |
2028 | 4 | |
2029+ | 1 | |
Total | 92 | 97 |
Annual Listings | ||
Fiscal Year Ended [Abstract] | ||
2024 | 261 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
2028 | 0 | |
2029+ | 0 | |
Total | 261 | 3 |
Workflow & Insights | ||
Fiscal Year Ended [Abstract] | ||
2024 | 188 | |
2025 | 16 | |
2026 | 0 | |
2027 | 0 | |
2028 | 0 | |
2029+ | 0 | |
Total | 204 | 180 |
Financial Crime Management Technology | ||
Fiscal Year Ended [Abstract] | ||
2024 | 124 | |
2025 | 12 | |
2026 | 0 | |
2027 | 0 | |
2028 | 0 | |
2029+ | 0 | |
Total | 136 | 123 |
Regulatory Technology | ||
Fiscal Year Ended [Abstract] | ||
2024 | 57 | |
2025 | 5 | |
2026 | 0 | |
2027 | 0 | |
2028 | 0 | |
2029+ | 0 | |
Total | 62 | 68 |
Capital Markets Technology | ||
Fiscal Year Ended [Abstract] | ||
2024 | 148 | |
2025 | 9 | |
2026 | 2 | |
2027 | 2 | |
2028 | 0 | |
2029+ | 0 | |
Total | 161 | 183 |
Other | ||
Fiscal Year Ended [Abstract] | ||
2024 | 16 | |
2025 | 6 | |
2026 | 4 | |
2027 | 2 | |
2028 | 0 | |
2029+ | 0 | |
Total | $ 28 | $ 21 |
Debt Obligations (Changes in De
Debt Obligations (Changes in Debt Obligations) (Details) | Mar. 31, 2024 USD ($) | Mar. 31, 2024 EUR (€) | Dec. 31, 2023 USD ($) |
Schedule of Debt [Line Items] | |||
Total long-term debt | $ 9,765,000,000 | $ 10,163,000,000 | |
Total debt obligations | 9,989,000,000 | 10,454,000,000 | |
2025 Notes, $500 million, 5.650% notes due June 28, 2025 | Senior notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | 498,000,000 | 497,000,000 | |
Principal amount | $ 500,000,000 | ||
Stated rate | 5.65% | 5.65% | |
2026 Notes, $500 million, 3.850% notes due June 30, 2026 | Senior notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 499,000,000 | 499,000,000 | |
Principal amount | $ 500,000,000 | ||
Stated rate | 3.85% | 3.85% | |
2028 Notes, $1 billion, 5.350% notes due June 28, 2028 | Senior notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 992,000,000 | 991,000,000 | |
Principal amount | $ 1,000,000,000 | ||
Stated rate | 5.35% | 5.35% | |
2029 Notes, €600 million, 1.75% notes due March 28, 2029 | Senior notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 644,000,000 | 658,000,000 | |
Principal amount | € | € 600,000,000 | ||
Stated rate | 1.75% | 1.75% | |
2030 Notes, €600 million, 0.875% notes due February 13, 2030 | Senior notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 643,000,000 | 658,000,000 | |
Principal amount | € | € 600,000,000 | ||
Stated rate | 0.875% | 0.875% | |
2031 Notes, $650 million, 1.650% notes due January 15, 2031 | Senior notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 645,000,000 | 645,000,000 | |
Principal amount | $ 650,000,000 | ||
Stated rate | 1.65% | 1.65% | |
2032 Notes, €750 million, 4.500% notes due February 15, 2032 | Senior notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 801,000,000 | 819,000,000 | |
Principal amount | € | € 750,000,000 | ||
Stated rate | 4.50% | 4.50% | |
2033 Notes, €615 million, 0.900% notes due July 30, 2033 | Senior notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 659,000,000 | 674,000,000 | |
Principal amount | € | € 615,000,000 | ||
Stated rate | 0.90% | 0.90% | |
2034 Notes $1.25 billion, 5.550% notes due February 15, 2034 | Senior notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 1,240,000,000 | 1,239,000,000 | |
Principal amount | $ 1,250,000,000 | ||
Stated rate | 5.55% | 5.55% | |
2040 Notes, $650 million, 2.500% notes due December 21, 2040 | Senior notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 644,000,000 | 644,000,000 | |
Principal amount | $ 650,000,000 | ||
Stated rate | 2.50% | 2.50% | |
2050 Notes, $500 million, 3.250% notes due April 28, 2050 | Senior notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 487,000,000 | 487,000,000 | |
Principal amount | $ 500,000,000 | ||
Stated rate | 3.25% | 3.25% | |
2052 Notes, $550 million, 3.950% notes due March 7, 2052 | Senior notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 541,000,000 | 541,000,000 | |
Principal amount | $ 550,000,000 | ||
Stated rate | 3.95% | 3.95% | |
2053 Notes, $750 million, 5.950% notes due August 15, 2053 | Senior notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 738,000,000 | 738,000,000 | |
Principal amount | $ 750,000,000 | ||
Stated rate | 5.95% | 5.95% | |
2063 Notes, $750 million, 6.100% notes due June 28, 2063 | Senior notes | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 738,000,000 | 738,000,000 | |
Principal amount | $ 750,000,000 | ||
Stated rate | 6.10% | 6.10% | |
2023 Term Loan | |||
Schedule of Debt [Line Items] | |||
Long-term debt | $ 0 | 339,000,000 | |
2022 Revolving Credit Facility | Revolving credit facility | |||
Schedule of Debt [Line Items] | |||
Unamortized debt issuance expense | (4,000,000) | (4,000,000) | |
Commercial paper | |||
Schedule of Debt [Line Items] | |||
Short-term debt | $ 224,000,000 | $ 291,000,000 |
Debt Obligations (Commercial Pa
Debt Obligations (Commercial Paper Program) (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Commercial paper | ||
Short-term Debt [Line Items] | ||
Short-term debt | $ 224 | $ 291 |
Debt Obligations (Senior Unsecu
Debt Obligations (Senior Unsecured Notes and Net Investment Hedge) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Debt Instrument [Line Items] | |
Increase (decrease) in denominated notes | $ (62) |
Senior notes | |
Debt Instrument [Line Items] | |
Unamortized debt issuance costs | $ (3) |
Aggregate principal amount purchased plus accrued and unpaid interest | 101% |
Senior notes | Maximum | U.S. Senior Unsecured Notes | |
Debt Instrument [Line Items] | |
Maximum interest rate on debt instrument | 2% |
Debt Obligations (Narrative) (D
Debt Obligations (Narrative) (Details) | 1 Months Ended | |||
Nov. 01, 2023 USD ($) | Jun. 30, 2023 USD ($) note | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Schedule of Debt [Line Items] | ||||
Proceeds from debt | $ 5,000,000,000 | |||
Adenza Financing | ||||
Schedule of Debt [Line Items] | ||||
Number of notes issued | note | 6 | |||
Proceeds from debt | $ 599,000,000 | |||
Adenza Financing | Debt security | ||||
Schedule of Debt [Line Items] | ||||
Principal amount | $ 600,000,000 | |||
Adenza Financing | Senior notes | ||||
Schedule of Debt [Line Items] | ||||
Proceeds from issuances of debt, net of issuance costs | 5,016,000,000 | |||
Debt issuance costs | $ 38,000,000 | |||
2023 Term Loan | ||||
Schedule of Debt [Line Items] | ||||
Long-term debt | $ 0 | $ 339,000,000 |
Debt Obligations (Credit Facili
Debt Obligations (Credit Facilities) (Details) - 2022 Revolving Credit Facility - USD ($) | 1 Months Ended | 3 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | |
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 | ||
Unamortized debt issuance expense | (4,000,000) | $ (4,000,000) | |
Option to increase available aggregate amount | $ 750,000,000 | ||
Revolving credit facility | Minimum | |||
Debt Instrument [Line Items] | |||
Line of credit facility, commitment fee percentage | 0.10% | ||
Revolving credit facility | Maximum | |||
Debt Instrument [Line Items] | |||
Line of credit facility, commitment fee percentage | 0.25% |
Debt Obligations (Other Credit
Debt Obligations (Other Credit Facilities) (Details) - Clearinghouse Credit Facilities - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||
Remaining amount available | $ 180,000,000 | $ 191,000,000 |
Utilized amount | $ 0 | $ 0 |
Credit facility term | 1 year |
Retirement Plans (Narrative) (D
Retirement Plans (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |||
Employer contribution match, percent match | 100% | 100% | |
Employer contribution match, percentage of employee contribution | 6% | 6% | |
Pre tax loss | $ 23 | $ 9 | |
Employee benefit plan adjustment | 19 | $ 0 | |
Settlement loss | $ 4 |
Retirement Plans (Cost of Retir
Retirement Plans (Cost of Retirement Plans) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Retirement Benefits [Abstract] | ||
Savings Plan expense | $ 5 | $ 5 |
Retirement Plans expense | $ 31 | $ 6 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 USD ($) peerGroup $ / shares shares | Mar. 31, 2023 $ / shares shares | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock shares reserved for future issuance (in shares) | 24,900,000 | ||
Granted (in shares) | 0 | ||
Stock option exercises, net (in shares) | 0 | ||
Aggregate Intrinsic Value (in millions) | $ | $ 33 | ||
Share price (in dollars per share) | $ / shares | $ 63.10 | ||
Stock options, exercisable (in shares) | 806,451 | 800,000 | |
Options exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 22.23 | $ 22.23 | |
Employee stock purchase plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Discount from market price (as a percent) | 15% | 15% | |
Common stock shares reserved for future issuance (in shares) | 11,400,000 | ||
Maximum percentage of shares purchased from annual compensation | 10% | ||
Discount given to employees (as a percent) | 15% | ||
Restricted stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation cost | $ | $ 108 | ||
Weighted-average period unrecognized compensation cost is expected to be recognized, in years | 1 year 7 months 6 days | ||
Restricted stock | Below Manager Level | First Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage (as a percent) | 33% | ||
Restricted stock | Below Manager Level | Second Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage (as a percent) | 33% | ||
Restricted stock | At or Above Manager Level | Second Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage (as a percent) | 33% | ||
Restricted stock | At or Above Manager Level | Third Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage (as a percent) | 33% | ||
PSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 3 years | ||
Performance period | 3 years | ||
Number of peer groups (in peer groups) | peerGroup | 2 | ||
PSUs | Three-Year Program | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation cost | $ | $ 47 | ||
Weighted-average period unrecognized compensation cost is expected to be recognized, in years | 1 year 4 months 24 days | ||
Expiration period | 3 years | 3 years | |
Performance period | 3 years | ||
Performance-based long-term incentive program weighted percentage | 50% | ||
Maximum payout (as a percent) | 100% | ||
Additional units granted above target (in shares) | 387,011 | ||
PSUs | Three-Year Program | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Minimum payout (as a percent) | 0% | ||
PSUs | Three-Year Program | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum payout (as a percent) | 200% |
Share-Based Compensation (Summa
Share-Based Compensation (Summary of Share-Based Compensation Expense) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Share-based compensation expense before income taxes | $ 30 | $ 26 |
Share-Based Compensation (Sum_2
Share-Based Compensation (Summary of Restricted Stock Activity) (Details) - Restricted stock | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of Awards | |
Unvested balances at beginning of period (in shares) | shares | 4,209,299 |
Granted (in shares) | shares | 147,247 |
Vested (in shares) | shares | (76,433) |
Forfeited (in shares) | shares | (45,738) |
Unvested balances at end of period (in shares) | shares | 4,234,375 |
Weighted-Average Grant Date Fair Value | |
Unvested balances at beginning of period (in dollars per share) | $ / shares | $ 51.15 |
Granted (in dollars per share) | $ / shares | 55.60 |
Vested (in dollars per share) | $ / shares | 50.34 |
Forfeited (in dollars per share) | $ / shares | 53.73 |
Unvested balances at end of period (in dollars per share) | $ / shares | $ 51.29 |
Share-Based Compensation (Sum_3
Share-Based Compensation (Summary of PSU Activity) (Details) - PSUs - Three-Year Program | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of Awards | |
Unvested balances at beginning of period (in shares) | shares | 2,008,322 |
Granted (in shares) | shares | 475,323 |
Vested (in shares) | shares | (961,331) |
Forfeited (in shares) | shares | (26,106) |
Unvested balances at end of period (in shares) | shares | 1,496,208 |
Weighted-Average Grant Date Fair Value | |
Unvested balances at beginning of period (in dollars per share) | $ / shares | $ 62.86 |
Granted (in dollars per share) | $ / shares | 69.90 |
Vested (in dollars per share) | $ / shares | 73.14 |
Forfeited (in dollars per share) | $ / shares | 62.91 |
Unvested balances at end of period (in dollars per share) | $ / shares | $ 58.49 |
Share-Based Compensation (Sum_4
Share-Based Compensation (Summary of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Options outstanding (in shares) | 1,420,323 | |
Exercisable (in shares) | 806,451 | 800,000 |
Weighted average exercise price, outstanding (in dollars per share) | $ 41.79 | |
Options exercisable, weighted average exercise price (in dollars per share) | $ 22.23 | $ 22.23 |
Weighted-average remaining contractual term, Outstanding (in years) | 4 years 10 months 24 days | |
Weighted-average remaining contractual term, Exercisable (in years) | 2 years 9 months 18 days | |
Aggregate Intrinsic Value (in millions) | $ 33 | |
Aggregate Intrinsic Value, exercisable (in millions) | $ 33 |
Nasdaq Stockholders' Equity (Na
Nasdaq Stockholders' Equity (Narrative) (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | ||||
Mar. 28, 2024 USD ($) | Jan. 29, 2024 $ / shares | Apr. 30, 2024 USD ($) $ / shares | Mar. 31, 2024 USD ($) vote $ / shares shares | Mar. 31, 2023 $ / shares shares | Dec. 31, 2023 vote $ / shares shares | |
Stockholders Equity [Line Items] | ||||||
Common stock, shares authorized (in shares) | 900,000,000 | 900,000,000 | ||||
Common stock, shares issued (in shares) | 599,052,284 | 598,014,520 | ||||
Common stock, shares outstanding (in shares) | 575,758,581 | 490,000,000 | 575,159,336 | |||
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% | 5% | ||||
Common stock in treasury (in shares) | 23,293,703 | 22,855,184 | ||||
Remaining authorized amount under share repurchase program | $ | $ 1,900 | |||||
Shares repurchased (in shares) | 0 | |||||
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 | ||||
Dividends declared | $ | $ 127 | |||||
Cash dividends declared per common share (in dollars per share) | $ / shares | $ 0.22 | $ 0.20 | ||||
Dividend declaration date, first quarter | ||||||
Stockholders Equity [Line Items] | ||||||
Dividends declared | $ | $ 127 | |||||
Cash dividends declared per common share (in dollars per share) | $ / shares | $ 0.22 | $ 0.22 | ||||
Subsequent event | ||||||
Stockholders Equity [Line Items] | ||||||
Dividends declared | $ | $ 138 | |||||
Subsequent event | Dividend declaration date, second quarter | ||||||
Stockholders Equity [Line Items] | ||||||
Increase in dividend rate | 9% | |||||
Cash dividends declared per common share (in dollars per share) | $ / shares | $ 0.24 | |||||
Other repurchases of common stock | ||||||
Stockholders Equity [Line Items] | ||||||
Number of shares of common stock repurchased (in shares) | 438,519 |
Nasdaq Stockholders' Equity (Sc
Nasdaq Stockholders' Equity (Schedule of Dividends Declared) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Mar. 28, 2024 | Jan. 29, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Dividends Payable [Line Items] | ||||
Dividend per common share (in dollars per share) | $ 0.22 | $ 0.20 | ||
Total Amount Paid | $ 127 | |||
Dividend declaration date, first quarter | ||||
Dividends Payable [Line Items] | ||||
Dividend per common share (in dollars per share) | $ 0.22 | $ 0.22 | ||
Total Amount Paid | $ 127 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net income attributable to common shareholders | $ 234 | $ 302 |
Denominator: | ||
Weighted-average common shares outstanding for basic earnings per share (in shares) | 575,451,665 | 489,931,178 |
Weighted-average effect of dilutive securities: | ||
Employee equity awards (in shares) | 3,479,425 | 4,837,833 |
Weighted-average common shares outstanding for diluted earnings per share (in shares) | 578,931,090 | 494,769,011 |
Basic and diluted earnings per share: | ||
Basic earnings per share (in dollars per share) | $ 0.41 | $ 0.62 |
Diluted earnings per share (in dollars per share) | $ 0.40 | $ 0.61 |
Securities excluded from the computation of diluted earnings per share (in shares) | 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 | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Securities [Abstract] | ||
Financial investments | $ 173 | $ 188 |
Fair value, recurring | ||
Debt Securities [Abstract] | ||
Financial investments | 173 | 188 |
Fair value, recurring | Level 1 | ||
Debt Securities [Abstract] | ||
Financial investments | 157 | 170 |
Fair value, recurring | Level 2 | ||
Debt Securities [Abstract] | ||
Financial investments | 16 | 18 |
Fair value, recurring | Level 3 | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair value, recurring | European government debt securities | ||
Debt Securities [Abstract] | ||
Financial investments | 157 | 170 |
Fair value, recurring | European government debt securities | Level 1 | ||
Debt Securities [Abstract] | ||
Financial investments | 157 | 170 |
Fair value, recurring | European government debt securities | Level 2 | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair value, recurring | European government debt securities | Level 3 | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair value, recurring | State-owned enterprises and municipal securities | ||
Debt Securities [Abstract] | ||
Financial investments | 10 | 11 |
Fair value, recurring | State-owned enterprises and municipal securities | Level 1 | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair value, recurring | State-owned enterprises and municipal securities | Level 2 | ||
Debt Securities [Abstract] | ||
Financial investments | 10 | 11 |
Fair value, recurring | State-owned enterprises and municipal securities | Level 3 | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair value, recurring | Swedish mortgage bonds | ||
Debt Securities [Abstract] | ||
Financial investments | 6 | 7 |
Fair value, recurring | Swedish mortgage bonds | Level 1 | ||
Debt Securities [Abstract] | ||
Financial investments | 0 | 0 |
Fair value, recurring | Swedish mortgage bonds | Level 2 | ||
Debt Securities [Abstract] | ||
Financial investments | 6 | 7 |
Fair value, recurring | Swedish mortgage bonds | Level 3 | ||
Debt Securities [Abstract] | ||
Financial investments | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Narrative) (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets | $ 0 | $ 0 |
Fair value, nonrecurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt utilizing discounted cash flow analyses | $ 9,400,000,000 | $ 10,000,000,000 |
Clearing Operations (Narrative)
Clearing Operations (Narrative) (Details) | 3 Months Ended | ||
Mar. 31, 2024 USD ($) contract fund | Mar. 31, 2023 USD ($) contract | Dec. 31, 2023 USD ($) | |
Clearing Operations [Line Items] | |||
Number of member sponsored default funds (in funds) | fund | 3 | ||
Default fund contributions | $ 1,103,000,000 | ||
Default fund contributions and margin deposits | 11,521,000,000 | ||
Payments for default funds and margin deposits | (16,745,000,000) | $ (10,813,000,000) | |
Proceeds from default funds and margin deposits | 16,561,000,000 | $ 10,725,000,000 | |
Liability due to market default | $ 0 | ||
Total number of derivative contracts cleared (in contracts) | contract | 20,191,873 | 22,751,797 | |
Liability Waterfall | |||
Clearing Operations [Line Items] | |||
Junior capital, cash deposits and pledged assets | $ 40,000,000 | ||
Senior capital, cash deposits and pledged assets | 17,000,000 | ||
Committed capital | 63,000,000 | ||
Utilize as Capital Resources | |||
Clearing Operations [Line Items] | |||
Default fund contributions | 906,000,000 | ||
Utilize as Member Posted Surplus Balance | |||
Clearing Operations [Line Items] | |||
Default fund contributions | 197,000,000 | ||
Nasdaq Clearing Members Cash Contributions | |||
Clearing Operations [Line Items] | |||
Default fund contributions | 953,000,000 | ||
Default fund contributions and margin deposits | 5,595,000,000 | $ 7,275,000,000 | |
Restricted Cash and Equivalents | |||
Clearing Operations [Line Items] | |||
Currency translation adjustment | 323,000,000 | ||
Investments | |||
Clearing Operations [Line Items] | |||
Currency translation adjustment | $ 40,000,000 | ||
Maximum | |||
Clearing Operations [Line Items] | |||
Reverse purchase agreements, maturity range | 32 days | ||
Minimum | |||
Clearing Operations [Line Items] | |||
Reverse purchase agreements, maturity range | 2 days | ||
Nasdaq Clearing | |||
Clearing Operations [Line Items] | |||
Committed capital | $ 120,000,000 | ||
Power of assessment of the clearing member's contribution to the financial markets and commodities markets default funds (as a percent) | 230% | ||
Contract value of resale and repurchase agreements | $ 5,000,000,000 | $ 1,400,000,000 | |
Total number of derivative contracts cleared (in contracts) | contract | 1,264,000 | 1,220,132 |
Clearing Operations (Schedule o
Clearing Operations (Schedule of Clearing Member Default Fund Contributions And Margin Deposits) (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Clearing Operations [Line Items] | ||
Default fund contributions | $ 1,103 | |
Margin deposits | 10,418 | |
Total | 11,521 | |
Cash Contributions | ||
Clearing Operations [Line Items] | ||
Default fund contributions | 953 | |
Margin deposits | 4,642 | |
Total | 5,595 | $ 7,275 |
Non-Cash Contributions | ||
Clearing Operations [Line Items] | ||
Default fund contributions | 150 | |
Margin deposits | 5,776 | |
Total | $ 5,926 |
Clearing Operations (Investment
Clearing Operations (Investment Policy) (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Clearing Operations [Line Items] | ||
Default funds and margin deposits assets | $ 5,595 | $ 7,275 |
Restricted Cash and Equivalents | ||
Clearing Operations [Line Items] | ||
Default funds and margin deposits assets | 4,821 | 6,645 |
Demand deposits | ||
Clearing Operations [Line Items] | ||
Default funds and margin deposits assets | 3,917 | 5,344 |
Central bank certificates | ||
Clearing Operations [Line Items] | ||
Default funds and margin deposits assets | 904 | 1,301 |
Investments | ||
Clearing Operations [Line Items] | ||
Default funds and margin deposits assets | 774 | 630 |
European government debt securities | ||
Clearing Operations [Line Items] | ||
Default funds and margin deposits assets | 433 | 306 |
Reverse repurchase agreements | ||
Clearing Operations [Line Items] | ||
Default funds and margin deposits assets | 253 | 209 |
Multilateral development bank debt securities | ||
Clearing Operations [Line Items] | ||
Default funds and margin deposits assets | $ 88 | $ 115 |
Clearing Operations (Schedule_2
Clearing Operations (Schedule of Derivative Contracts) (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 USD ($) TWh contract | Mar. 31, 2023 TWh contract | |
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 1,255 | |
Total number of derivative contracts cleared (in contracts) | contract | 20,191,873 | 22,751,797 |
Total volume in cleared power, in Terawatt hours (TWh) | TWh | 135 | 86 |
Commodity and seafood options, futures and forwards | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 42 | |
Total number of derivative contracts cleared (in contracts) | contract | 56,497 | 48,966 |
Fixed-income options and futures | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 985 | |
Total number of derivative contracts cleared (in contracts) | contract | 4,914,000 | 4,769,546 |
Stock options and futures | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 166 | |
Total number of derivative contracts cleared (in contracts) | contract | 5,909,474 | 6,080,134 |
Index options and futures | ||
Clearing Operations [Line Items] | ||
Market value of derivative contracts | $ | $ 62 | |
Total number of derivative contracts cleared (in contracts) | contract | 9,311,902 | 11,853,151 |
Leases (Summary of Supplemental
Leases (Summary of Supplemental Balance Sheet Information Related to Operating Leases) (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Assets: | ||
Operating lease assets | $ 400 | $ 402 |
Liabilities: | ||
Current lease liabilities | $ 62 | $ 62 |
Current lease liability, statement of financial position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Non-current lease liabilities | $ 413 | $ 417 |
Total lease liabilities | $ 475 | $ 479 |
Leases (Leases Cost) (Details)
Leases (Leases Cost) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating lease cost | $ 21 | $ 28 |
Variable lease cost | 8 | 12 |
Sublease income | (1) | (1) |
Total lease cost | $ 28 | $ 39 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Leases [Abstract] | |||
Impairment charges | $ 17 | ||
Operating lease asset impairments | 10 | ||
Exit costs | 2 | ||
Impairment of leasehold | $ 5 | ||
Current lease liabilities | $ 62 | $ 62 | |
Lease liability for lease not yet commenced | $ 89 | ||
Lessee term | 10 years |
Leases (Operating Lease Maturit
Leases (Operating Lease Maturity) (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Remainder of 2024 | $ 61 | |
2025 | 70 | |
2026 | 57 | |
2027 | 54 | |
2028 | 52 | |
2029+ | 276 | |
Total lease payments | 570 | |
Less: interest | (95) | |
Present value of lease liabilities | $ 475 | $ 479 |
Leases (Leases Terms and Discou
Leases (Leases Terms and Discount Rate) (Details) | Mar. 31, 2024 |
Leases [Abstract] | |
Weighted-average remaining lease term (in years) | 9 years 6 months |
Weighted-average discount rate | 3.80% |
Leases (Supplemental Cash Flow
Leases (Supplemental Cash Flow Information) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 21 | $ 19 |
Lease assets obtained in exchange for operating lease liabilities | $ 12 | $ 7 |
Income Taxes - Provision and Ef
Income Taxes - Provision and Effective Rate (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision | $ 79 | $ 95 |
Effective tax rate | 25.30% | 24% |
Commitments, Contingencies an_2
Commitments, Contingencies and Guarantees (Details) | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Sep. 30, 2023 company |
Commitments and Contingencies Disclosure [Line Items] | |||
Financial guarantees obtained | $ 4,000,000 | $ 4,000,000 | |
Number of listed companies | company | 4 | ||
Clearinghouse Credit Facilities | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Credit facility, available liquidity | 180,000,000 | 191,000,000 | |
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) | 3 Months Ended |
Mar. 31, 2024 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments (in segments) | 3 |
Business Segments (Schedule of
Business Segments (Schedule of Operating Segments) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Total revenues | $ 1,674 | $ 1,533 |
Transaction-based expenses | (557) | (619) |
Revenues less transaction-based expenses | 1,117 | 914 |
Operating Income (Loss) | 410 | 412 |
Operating segments | Capital Access Platforms | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 479 | 415 |
Operating Income (Loss) | 279 | 225 |
Operating segments | Financial Technology | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 392 | 229 |
Operating Income (Loss) | 176 | 88 |
Operating segments | Market Services | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 794 | 879 |
Transaction-based expenses | (557) | (619) |
Revenues less transaction-based expenses | 237 | 260 |
Operating Income (Loss) | 133 | 161 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 9 | 10 |
Operating Income (Loss) | $ (178) | $ (62) |
Business Segments (Corporate It
Business Segments (Corporate Items) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Revenues - divested businesses | $ 1,674 | $ 1,533 |
Expenses: | ||
Amortization expense of acquired intangible assets | 123 | 38 |
Merger and strategic initiatives expense | 9 | 2 |
Restructuring charges | 26 | 18 |
Lease asset impairments | 17 | |
Operating loss | 410 | 412 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Revenues - divested businesses | 9 | 10 |
Expenses: | ||
Amortization expense of acquired intangible assets | 123 | 38 |
Merger and strategic initiatives expense | 9 | 2 |
Restructuring charges | 26 | 18 |
Lease asset impairments | 0 | 17 |
Legal and regulatory matters | 2 | (10) |
Pension Settlement | 23 | 0 |
Expenses - divested businesses | 4 | 6 |
Other | 0 | 1 |
Total expenses | 187 | 72 |
Operating loss | $ (178) | $ (62) |
Restructuring Charges (Narrativ
Restructuring Charges (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | |
Oct. 31, 2022 | Dec. 31, 2023 | |
Adenza restructuring | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring, expected cost | $ 80 | |
Divisional realignment | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring, period of recognition | 2 years | |
Minimum | Divisional realignment | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring, expected cost | $ 115 | |
Maximum | Divisional realignment | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring, expected cost | $ 145 |
Restructuring Charges (Summary
Restructuring Charges (Summary of Restructuring Plan) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | $ 26 | $ 18 |
Adenza restructuring | ||
Restructuring Cost and Reserve [Line Items] | ||
Total Program Costs Incurred | 17 | |
Divisional realignment | ||
Restructuring Cost and Reserve [Line Items] | ||
Total Program Costs Incurred | 104 | |
Asset impairment charges | Divisional realignment | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 0 | 12 |
Consulting services | Divisional realignment | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 10 | 3 |
Employee-related costs | Adenza restructuring | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 4 | 0 |
Employee-related costs | Divisional realignment | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 3 | 3 |
Other | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 26 | 18 |
Other | Adenza restructuring | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 3 | 0 |
Other | Divisional realignment | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | $ 6 | $ 0 |