UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	March 31, 2023
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period	from ________ to ________

Commission file number: 001-38855

___________________________________

Nasdaq, Inc.

(Exact name of registrant as specified in its charter)

Delaware	52-1165937
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

151 W. 42nd Street,	New York,	New York	10036
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: +1 212 401 8700

No Changes

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	NDAQ	The Nasdaq Stock Market
0.900% Senior Notes due 2033	NDAQ33	The Nasdaq Stock Market
0.875% Senior Notes due 2030	NDAQ30	The Nasdaq Stock Market
1.75% Senior Notes due 2029	NDAQ29	The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No   ☒ 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at April 26, 2023
Common Stock, $0.01 par value per share	490,766,832	shares

Nasdaq, Inc.

		Page
Part I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets - March 31, 2023 (unaudited) and December 31, 2022	1
	Condensed Consolidated Statements of Income - Three Months Ended March 31, 2023 and 2022 (unaudited)	2
	Condensed Consolidated Statements of Comprehensive Income - Three Months Ended March 31, 2023 and 2022 (unaudited)	3
	Condensed Consolidated Statements of Changes in Stockholders' Equity - Three Months Ended March 31, 2023 and 2022 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2023 and 2022 (unaudited)	5
	Notes to Condensed Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	42
Part II. OTHER INFORMATION
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	44
Item 6.	Exhibits	44
SIGNATURES		44

i

About this Form 10-Q

Throughout this Form 10-Q, unless otherwise specified:

•“Nasdaq,” “we,” “us” and “our” refer to Nasdaq, Inc.

•“Nasdaq Baltic” refers to collectively, Nasdaq Tallinn AS, Nasdaq Riga, AS, and AB Nasdaq Vilnius.

•“Nasdaq BX” refers to the cash equity exchange operated by Nasdaq BX, Inc.

•“Nasdaq BX Options” refers to the options exchange operated by Nasdaq BX, Inc.

•“Nasdaq Clearing” refers to the clearing operations conducted by Nasdaq Clearing AB.

•“Nasdaq CXC” and “Nasdaq CX2” refer to the Canadian cash equity trading books operated by Nasdaq CXC Limited.

•“Nasdaq First North” refers to our alternative marketplaces for smaller companies and growth companies in the Nordic and Baltic regions.

•“Nasdaq GEMX” refers to the options exchange operated by Nasdaq GEMX, LLC.

•“Nasdaq ISE” refers to the options exchange operated by Nasdaq ISE, LLC. 

•“Nasdaq MRX” refers to the options exchange operated by Nasdaq MRX, LLC. 

•“Nasdaq Nordic” refers to collectively, Nasdaq Clearing AB, Nasdaq Stockholm AB, Nasdaq Copenhagen A/S, Nasdaq Helsinki Ltd, and Nasdaq Iceland hf.

•“Nasdaq PHLX” refers to the options exchange operated by Nasdaq PHLX LLC.

•“Nasdaq PSX” refers to the cash equity exchange operated by Nasdaq PHLX LLC.

•“The Nasdaq Options Market” refers to the options exchange operated by The Nasdaq Stock Market LLC.

•“The Nasdaq Stock Market” refers to the cash equity exchange and listing venue operated by The Nasdaq Stock Market LLC.

Nasdaq also provides as a tool for the reader the following list of abbreviations and acronyms that are used throughout this Quarterly Report on Form 10-Q.

2020 Credit Facility: $1.25 billion senior unsecured revolving credit facility, which was amended and restated by the 2022 Credit Facility

2022 Credit Facility: $1.25 billion senior unsecured revolving credit facility, which matures on December 16, 2027

2026 Notes: $500 million aggregate principal amount of 3.85% senior unsecured notes due June 30, 2026

2029 Notes: €600 million aggregate principal amount of 1.75% senior unsecured notes due March 28, 2029

2030 Notes: €600 million aggregate principal amount of 0.875% senior unsecured notes due February 13, 2030

2031 Notes: $650 million aggregate principal amount of 1.650% senior unsecured notes due January 15, 2031

2033 Notes: €615 million aggregate principal amount of 0.900% senior unsecured notes due July 30, 2033

2040 Notes: $650 million aggregate principal amount of 2.500% senior unsecured notes due December 21, 2040

2050 Notes: $500 million aggregate principal amount of 3.25% senior unsecured notes due April 28, 2050

2052 Notes: $550 million aggregate principal amount of 3.950% senior unsecured notes due March 7, 2052

ARR: Annualized Recurring Revenue

ASR: Accelerated Share Repurchase

AUM: Assets Under Management

CCP: Central Counterparty

CFTC: Commodity Futures Trading Commission

Equity Plan: Nasdaq Equity Incentive Plan

ESG: Environmental, Social and Governance

EMIR: European Market Infrastructure Regulation

ESPP: Nasdaq Employee Stock Purchase Plan

ETF: Exchange Traded Fund

ETP: Exchange Traded Product

Exchange Act: Securities Exchange Act of 1934, as amended

FINRA: Financial Industry Regulatory Authority

IPO: Initial Public Offering

NSCC: National Securities Clearing Corporation

OCC: The Options Clearing Corporation

OTC: Over-the-Counter

PSU: Performance Share Unit

SaaS: Software as a Service

SEC: U.S. Securities and Exchange Commission

SERP: Supplemental Executive Retirement Plan

SFSA: Swedish Financial Supervisory Authority

SOFR: Secured Overnight Financing Rate

S&P: Standard & Poor’s

S&P 500: S&P 500 Stock Index

SPAC: Special Purpose Acquisition Company

TSR: Total Shareholder Return

U.S. GAAP: U.S. Generally Accepted Accounting Principles

ii

U.S. Tape plans: U.S. cash equity and U.S. options industry data

NASDAQ, the NASDAQ logos, and other brand, service or product names or marks referred to in this report are trademarks or service marks, registered or otherwise, of Nasdaq, Inc. and/or its subsidiaries. FINRA and Trade Reporting Facility are registered trademarks of FINRA.

This Quarterly Report on Form 10-Q includes market share and industry data that we obtained from industry publications and surveys, reports of governmental agencies and internal company surveys. Industry publications and surveys generally state that the information they contain has been obtained from sources believed to be reliable, but we cannot assure you that this information is accurate or complete. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Statements as to our market position are based on the most currently available market data. For market comparison purposes, The Nasdaq Stock Market data in this Quarterly Report on Form 10-Q for IPOs is based on data generated internally by us; therefore, the data may not be comparable to other publicly-available

IPO data. Data in this Quarterly Report on Form 10-Q for new listings of equity securities on The Nasdaq Stock Market is based on data generated internally by us, which includes issuers that switched from other listing venues, closed-end funds and ETPs. Data in this Quarterly Report on Form 10-Q for IPOs and new listings of equity securities on the Nasdaq Nordic and Nasdaq Baltic exchanges and Nasdaq First North also is based on data generated internally by us. IPOs and new listings data is presented as of period end. While we are not aware of any misstatements regarding industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors. We refer you to the “Risk Factors” section in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, and the "Risk Factors" section in our Form 10-K for the fiscal year ended December 31, 2022 that was filed with the SEC on February 23, 2023. 

Nasdaq intends to use its website, ir.nasdaq.com, as a means for disclosing material non-public information and for complying with SEC Regulation FD and other disclosure obligations.

iii

Forward-Looking Statements

The SEC encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This Quarterly Report on Form 10-Q contains these types of statements. Words such as “may,” “will,” “could,” “should,” “anticipates,” “envisions,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words or terms of similar substance used in connection with any discussion of future expectations as to industry and regulatory developments or business initiatives and strategies, future operating results or financial performance, and other future developments are intended to identify forward-looking statements. These include, among others, statements relating to:

•our strategic direction, including changes to our corporate structure;

•the integration of acquired businesses, including accounting decisions relating thereto;

•the scope, nature or impact of acquisitions, divestitures, investments, joint ventures or other transactional activities;

•the effective dates for, and expected benefits of, ongoing initiatives, including transactional activities and other strategic, restructuring, technology, ESG, de-leveraging and capital return initiatives;

•our products and services;

•the impact of pricing changes;

•tax matters;

•the cost and availability of liquidity and capital; and

•any litigation, or any regulatory or government investigation or action, to which we are or could become a party or which may affect us and any potential settlements of litigation, regulatory or governmental investigations or actions, including with respect to our CFTC investigation.

Forward-looking statements involve risks and uncertainties. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others, the following:

•our operating results may be lower than expected;

•our ability to successfully integrate acquired businesses or divest sold businesses or assets, including the fact that any integration or transition may be more difficult, time consuming or costly than expected, and we may be unable to realize synergies from business combinations, acquisitions, divestitures or other transactional activities;

•loss of significant trading and clearing volumes or values, fees, market share, listed companies, market data customers or other customers;

•our ability to develop and grow our non-trading businesses, including our technology, analytics, ESG and anti-financial crime offerings;

•our ability to keep up with rapid technological advances and adequately address cybersecurity risks;

•economic, political and market conditions and fluctuations, including inflation, interest rate and foreign currency risk inherent in U.S. and international operations, and geopolitical instability;

•the performance and reliability of our technology and technology of third parties on which we rely;

•any significant systems failures or errors in our operational processes;

•our ability to continue to generate cash and manage our indebtedness; and

•adverse changes that may occur in the litigation or regulatory areas, or in the securities markets generally, or increased regulatory oversight domestically or internationally.

Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the uncertainty and any risk related to forward-looking statements that we make. These risk factors are more fully described in the "Risk Factors" section in our Form 10-K filed with the SEC on February 23, 2023. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. You should carefully read this entire Quarterly Report on Form 10-Q, including “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the condensed consolidated financial statements and the related notes. Except as required by the federal securities laws, we undertake no obligation to update any forward-looking statement, release publicly any revisions to any forward-looking statements or report the occurrence of unanticipated events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

iv

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Nasdaq, Inc.

Condensed Consolidated Balance Sheets

(in millions, except share and par value amounts)

	March 31, 2023		December 31, 2022
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	373	$	502
Restricted cash and cash equivalents	57		22
Default funds and margin deposits (including restricted cash and cash equivalents of $6,412 and $6,470, respectively)	7,055		7,021
Financial investments	197		181
Receivables, net	666		677
Other current assets	192		201
Total current assets	8,540		8,604
Property and equipment, net	529		532
Goodwill	8,103		8,099
Intangible assets, net	2,545		2,581
Operating lease assets	427		444
Other non-current assets	631		608
Total assets	$	20,775	$	20,868
Liabilities
Current liabilities:
Accounts payable and accrued expenses	$	183	$	185
Section 31 fees payable to SEC	125		243
Accrued personnel costs	157		243
Deferred revenue	664		357
Other current liabilities	173		122
Default funds and margin deposits	7,055		7,021
Short-term debt	347		664
Total current liabilities	8,704		8,835
Long-term debt	4,762		4,735
Deferred tax liabilities, net	463		456
Operating lease liabilities	442		452
Other non-current liabilities	225		226
Total liabilities	14,596		14,704
Commitments and contingencies
Equity
Nasdaq stockholders’ equity:
Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 512,113,066 at March 31, 2023 and 513,157,630 at December 31, 2022; shares outstanding: 489,851,097 at March 31, 2023 and 491,592,491 at December 31, 2022	5		5
Additional paid-in capital	1,312		1,445
Common stock in treasury, at cost: 22,261,969 shares at March 31, 2023 and 21,565,139 shares at December 31, 2022	(555)		(515)
Accumulated other comprehensive loss	(2,006)		(1,991)
Retained earnings	7,411		7,207
Total Nasdaq stockholders’ equity	6,167		6,151
Noncontrolling interests	12		13
Total equity	6,179		6,164
Total liabilities and equity	$	20,775	$	20,868

See accompanying notes to condensed consolidated financial statements.

1

Nasdaq, Inc.

Condensed Consolidated Statements of Income

(unaudited)

(in millions, except per share amounts)

	Three Months Ended March 31,
	2023		2022
Revenues:
Market Platforms	$	1,032	$	1,039
Capital Access Platforms	416		419
Anti-Financial Crime	84		72
Other revenues	1		5
Total revenues	1,533		1,535
Transaction-based expenses:
Transaction rebates	(487)		(581)
Brokerage, clearance and exchange fees	(132)		(62)
Revenues less transaction-based expenses	914		892
Operating expenses:
Compensation and benefits	256		254
Professional and contract services	32		35
Computer operations and data communications	54		50
Occupancy	39		27
General, administrative and other	14		21
Marketing and advertising	9		10
Depreciation and amortization	69		67
Regulatory	9		8
Merger and strategic initiatives	2		15
Restructuring charges	18		—
Total operating expenses	502		487
Operating income	412		405
Interest income	6		—
Interest expense	(36)		(32)
Other expense	—		(6)
Net income from unconsolidated investees	14		7
Income before income taxes	396		374
Income tax provision	95		91
Net income	301		283
Net loss attributable to noncontrolling interests	1		1
Net income attributable to Nasdaq	$	302	$	284
Per share information:
Basic earnings per share	$	0.62	$	0.57
Diluted earnings per share	$	0.61	$	0.57
Cash dividends declared per common share	$	0.20	$	0.18

See accompanying notes to condensed consolidated financial statements.

2

Nasdaq, Inc.

Condensed Consolidated Statements of Comprehensive Income

(unaudited)

(in millions)

	Three Months Ended March 31,
	2023		2022
Net income	$	301	$	283
Other comprehensive loss:
Foreign currency translation losses	(21)		(68)
Income tax benefit (expense)(1)	6		(15)
Foreign currency translation, net	(15)		(83)
Comprehensive income	286		200
Comprehensive loss attributable to noncontrolling interests	1		1
Comprehensive income attributable to Nasdaq	$	287	$	201

____________

(1)    Primarily relates to the tax effect of unrealized gains and losses on Euro denominated notes.

See accompanying notes to condensed consolidated financial statements.

3

Nasdaq, Inc. 

Condensed Consolidated Statements of Changes in Stockholders' Equity

(unaudited)

(in millions)

	Three Months Ended March 31,
	2023			2022
	Shares	$		Shares	$
Common stock	492	5		500	5
Additional paid-in capital
Beginning balance		1,445			1,949
Share repurchase program	(3)	(159)		(2)	(142)
ASR agreement	—	—		(6)	(325)
Share-based compensation	2	26		2	25
Ending balance		1,312			1,507
Common stock in treasury, at cost
Beginning balance		(515)			(437)
Other employee stock activity	(1)	(40)		(1)	(52)
Ending balance		(555)			(489)
Accumulated other comprehensive loss
Beginning balance		(1,991)			(1,587)
Other comprehensive loss		(15)			(83)
Ending balance		(2,006)			(1,670)
Retained earnings
Beginning balance		7,207			6,465
Net income attributable to Nasdaq		302			284
Cash dividends declared per common share		(98)			(89)
Ending balance		7,411			6,660
Total Nasdaq stockholders’ equity		6,167			6,013
Noncontrolling interests
Beginning balance		13			10
Net activity related to noncontrolling interests		(1)			(1)
Ending balance		12			9
Total Equity	490	$	6,179	493	$	6,022

See accompanying notes to condensed consolidated financial statements.

4

Nasdaq, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in millions)

	Three Months Ended March 31,
	2023		2022
Cash flows from operating activities:
Net income	$	301	$	283
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	69		67
Share-based compensation	26		25
Deferred income taxes	12		17
Non-cash restructuring charges	12		—
Net income from unconsolidated investees	(14)		(7)
Other reconciling items included in net income	16		9
Net change in operating assets and liabilities, net of effects of acquisitions:
Receivables, net	10		(39)
Other assets	7		14
Accounts payable and accrued expenses	(10)		8
Section 31 fees payable to SEC	(118)		(9)
Accrued personnel costs	(86)		(82)
Deferred revenue	300		292
Other liabilities	40		27
Net cash provided by operating activities	565		605
Cash flows from investing activities:
Purchases of securities	(198)		(102)
Proceeds from sales and redemptions of securities	184		76
Purchases of property and equipment	(40)		(35)
Investments related to default funds and margin deposits, net(1)	(89)		(372)
Other investing activities	10		43
Net cash used in investing activities	(133)		(390)
Cash flows from financing activities:
Repayments of commercial paper, net	(317)		(420)
Proceeds from issuances of debt, net of issuance costs	—		541
Repurchases of common stock	(159)		(142)
ASR agreement	—		(325)
Dividends paid	(98)		(89)
Payments related to employee shares withheld for taxes	(40)		(52)
Default funds and margin deposits	2		856
Other financing activities	(1)		(1)
Net cash provided by (used in) financing activities	(613)		368
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents	29		(164)
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents	(152)		419
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period	6,994		5,496
Cash and cash equivalents, restricted cash and cash equivalents at end of period	$	6,842	$	5,915
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents
Cash and cash equivalents	$	373	$	486
Restricted cash and cash equivalents	57		31
Restricted cash and cash equivalents (default funds and margin deposits)	6,412		5,398
Total	$	6,842	$	5,915
Supplemental Disclosure Cash Flow Information
Interest paid	$	37	$	23
Income taxes paid, net of refund	$	18	$	29

__________________________

(1)    Includes purchases and proceeds from sales and redemptions related to the default funds and margin deposits of our clearing operations. For further information, see "Default Fund Contributions and Margin Deposits," within Note 14, "Clearing Operations."

See accompanying notes to condensed consolidated financial statements.

5

Nasdaq, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. ORGANIZATION AND NATURE OF OPERATIONS

Nasdaq is a global technology company serving the capital markets and other industries. Our diverse offerings of data, analytics, software and services enable clients to optimize and execute their business vision with confidence.

In September 2022, we announced a new organizational structure which aligns our businesses more closely with the foundational shifts that are driving the evolution of the global financial system. In order to amplify our strategy, we aligned the Company more closely with evolving client needs. As a result, our four previous business segments, Market Technology, Investment Intelligence, Corporate Platforms and Market Services, have been changed to align with our new corporate structure that now includes three business segments: Capital Access Platforms, Market Platforms, and Anti-Financial Crime.

Market Platforms

Our Market Platforms segment includes our Trading Services and Marketplace Technology businesses. Our Trading Services business primarily includes revenues from equity derivatives trading, cash equity trading, Nordic fixed income trading & clearing, Nordic commodities and U.S. Tape plans data. We operate multiple exchanges and other marketplace facilities across several asset classes, including derivatives, commodities, cash equity, debt, structured products and ETPs. In addition, in certain countries where we operate exchanges, we also provide clearing, settlement and central depository services.

Our transaction-based platforms provide market participants with the ability to access, process, display and integrate orders and quotes. The platforms allow the routing and execution of buy and sell orders as well as the reporting of transactions, providing fee-based revenues.

In September 2022, we announced our planned launch of a new digital assets business to power the digital asset ecosystem. Nasdaq’s offering is subject to regulatory approval in applicable jurisdictions. Our Trading Services business also includes our carbon removal offering through Puro.earth, a Finnish-based leading carbon crediting platform, in which Nasdaq holds a majority stake.

Our Marketplace Technology business includes our trade management services and our market technology businesses. Trade management services provides market participants with a wide variety of alternatives for connecting to and accessing our markets for a fee. Our marketplaces may be accessed via a number of different protocols used for quoting, order entry, trade reporting and connectivity to various data feeds. We also provide colocation services to market participants, whereby we offer firms cabinet space and power to house their own equipment and servers within

our data centers. Additionally, we offer a number of wireless connectivity offerings between select data centers using millimeter wave and microwave technology. In June 2022, we completed the wind-down of our Nordic broker services business.

Our market technology business is a leading global technology solutions provider and partner to exchanges, clearing organizations, central securities depositories, regulators, banks, brokers, buy-side firms and corporate businesses. Our solutions are utilized by leading markets in the U.S., Europe and Asia as well as emerging markets in the Middle East, Latin America, and Africa.

Capital Access Platforms

Our Capital Access Platforms segment includes our Data & Listing Services, Index and Workflow & Insights businesses.

Our Data business sells and distributes historical and real-time market data to the sell-side, the institutional investing community, retail online brokers, proprietary trading firms and other venues, as well as internet portals and data distributors. Our data products can enhance transparency of market activity within our exchanges and provide critical information to professional and non-professional investors globally. Additionally, our Nasdaq Cloud Data Service provides a flexible and efficient method of delivery for real-time exchange data and other financial information.

Our Listing Services business operates in the U.S. and Europe on a variety of listing platforms around the world to provide multiple global capital raising solutions for public companies. Our main listing markets are The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges. Through Nasdaq First North, our Nordic and Baltic operations also offer alternative marketplaces for smaller companies and growth companies.

As of March 31, 2023, there were 4,163 total listings on The Nasdaq Stock Market, including 539 ETPs. The combined market capitalization was approximately $22.2 trillion. In Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 1,250 listed companies with a combined market capitalization of approximately $2.0 trillion.

Our Index business develops and licenses Nasdaq-branded indexes and financial products. We also license cash-settled options, futures and options on futures on our indexes. As of March 31, 2023, 387 ETPs listed on 26 exchanges in over 20 countries tracked a Nasdaq index and accounted for $366 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

6

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 the Solovis platform, endowments, foundations, pensions and family offices transform how they collect and aggregate investment data, analyze portfolio performance, model and predict future outcomes, and share meaningful portfolio insights with key stakeholders. The Nasdaq Fund Network and Nasdaq Data Link are additional platforms in our suite of investment data analytics offerings and data management tools.

Our corporate solutions business includes our Investor Relations Intelligence, ESG Solutions and Governance Solutions products, which serve both public and private companies and organizations. Our public company clients can be companies listed on our exchanges or other U.S. and global exchanges. Our private company clients include a diverse group of organizations ranging from family-owned companies, government organizations, law firms, privately held entities, and various non-profit organizations to hospitals and healthcare systems. We help organizations enhance their ability to understand and expand their global shareholder base, improve corporate governance, and navigate the evolving ESG landscape through our suite of advanced technology, analytics, reporting and consulting services. In June 2022, we acquired Metrio, a provider of ESG data collection, analytics and reporting services based in Montreal, Canada. We plan to integrate Metrio’s SaaS platform into our suite of ESG solutions.

Anti-Financial Crime

Our Anti-Financial Crime segment provides cloud-based anti-financial crime management solutions to help financial institutions detect, investigate, and report money laundering and financial fraud. Our Anti-Financial Crime segment also includes Nasdaq Trade Surveillance, a SaaS solution designed for brokers and other market participants to assist them in complying with market rules, regulations and internal market surveillance policies, and Nasdaq Market Surveillance, a market surveillance solution for markets and regulators.

2. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The condensed consolidated financial statements are prepared in accordance with U.S. GAAP and include the accounts of Nasdaq, its wholly-owned subsidiaries and other entities in which Nasdaq has a controlling financial interest. When we do not have a controlling interest in an entity, but exercise significant influence over the entity’s operating and financial policies, such investment is accounted for under the equity method of accounting. We recognize our share of earnings or losses of an equity method investee based on our ownership percentage. See “Equity Method Investments,” of Note 6, “Investments,” for further discussion of our equity method investments.

The accompanying condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results. These adjustments are of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation.

As permitted under U.S. GAAP, certain footnotes or other financial information can be condensed or omitted in the interim condensed consolidated financial statements. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in Nasdaq’s Form 10-K. The year-end condensed balance sheet data was derived from the audited financial statements, but does not include all disclosures required by U.S. GAAP.

Certain prior year amounts have been reclassified to conform to the current year presentation.

Accounting Estimates

In preparing our condensed consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on our revenue, operating income and net income, as well as on the value of certain assets and liabilities in our Condensed Consolidated Balance Sheets. At least quarterly, we evaluate our assumptions, judgments and estimates, and make changes as deemed necessary.

Stock Split Effected in the Form of a Stock Dividend

On August 26, 2022, we effected a 3-for-1 stock split of the Company's common stock in the form of a stock dividend to shareholders of record as of August 12, 2022. The par value per share of our common stock remains $0.01 per share. All references made with respect to a number of shares or per share amounts throughout this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the stock split.

Subsequent Events

There have been no subsequent events through the issuance date of this Quarterly Report on Form 10-Q that would require disclosure in, or adjustment to, the condensed consolidated financial statements.

7

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

The following tables summarize the disaggregation of revenue by major product and service and by segment for the three months ended March 31, 2023 and 2022:

	Three Months Ended March 31,
	2023		2022
	(in millions)
Market Platforms
Trading Services, net	$	267	$	264
Marketplace Technology	146		132
Capital Access Platforms
Data & Listing Services	186		182
Index	110		122
Workflow & Insights	120		115
Anti-Financial Crime	84		72
Other revenues	1		5
Revenues less transaction-based expenses	$	914	$	892

Substantially all revenues from the Capital Access Platforms and Anti-Financial Crime segments as well as our Marketplace Technology business were recognized over time for the three months ended March 31, 2023 and 2022. For the three months ended March 31, 2023 and 2022 approximately 93.2% and 93.9%, respectively, of Trading Services revenues were recognized at a point in time and 6.8% and 6.1%, 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 $15 million as of March 31, 2023 and December 31, 2022. There were no material upward or downward adjustments to the allowance during the three months ended March 31, 2023. We do not have obligations for warranties, returns or refunds to customers.

For the majority of our contracts with customers, except for our market technology and listing services contracts, our performance obligations range from three months to three years and there is no significant variable consideration.

Deferred revenue is the only significant contract asset or liability as of March 31, 2023. Deferred revenue represents consideration received that is yet to be recognized as revenue for unsatisfied performance obligations. Deferred revenue primarily represents our contract liabilities related to our fees for Annual and Initial Listings, Workflow & Insights, Market Technology and Anti-Financial Crime contracts. See Note 7, “Deferred Revenue,” for our discussion on deferred revenue balances, activity, and expected timing of recognition.

We do not have a material amount of revenue recognized from performance obligations that were satisfied in prior periods. We do not provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. For our initial listings, the transaction price allocated to remaining performance obligations is included in deferred revenue. For our Market Technology, Anti-Financial Crime, and Workflow & Insights contracts, the portion of transaction price allocated to unsatisfied performance obligations is presented in the table below. To the extent consideration has been received, unsatisfied performance obligations would be included in the table below as well as deferred revenue.

The following table summarizes the amount of the transaction price allocated to performance obligations that are unsatisfied, for contract durations greater than one year, as of March 31, 2023:

	Market Technology		Anti-Financial Crime		Workflow & Insights		Total
	(in millions)
Remainder of 2023	$	145	$	306	$	110	$	561
2024	163		267		97		527
2025	133		109		42		284
2026	97		36		13		146
2027	59		10		9		78
2028+	74		6		1		81
Total	$	671	$	734	$	272	$	1,677

4. ACQUISITION

2022 Acquisition

In June 2022, we acquired Metrio, a provider of ESG data collection, analytics and reporting services based in Montreal, Canada. We plan to integrate Metrio’s SaaS platform into our suite of ESG solutions. Metrio is part of our Workflow & Insight business in our Capital Access Platforms segment.

Pro Forma Results and Acquisition-Related Costs

The condensed consolidated financial statements for the three months ended March 31, 2023 include the financial results of the above acquisition from the date of the acquisition. Pro forma financial results have not been presented since this acquisition was not material to our financial results.

Acquisition-related costs for the transaction described above were expensed as incurred and are included in merger and strategic initiatives expense in the Condensed Consolidated Statements of Income.

8

5. GOODWILL AND ACQUIRED INTANGIBLE ASSETS

Goodwill

The following table presents the changes in goodwill by business segment during the three months ended March 31, 2023:

	(in millions)
Market Platforms
Balance at December 31, 2022	$	2,912
Foreign currency translation adjustments	(1)
Balance at March 31, 2023	$	2,911
Capital Access Platforms
Balance at December 31, 2022	$	4,178
Foreign currency translation adjustments	6
Balance at March 31, 2023	$	4,184
Anti-Financial Crime
Balance at December 31, 2022	$	1,009
Foreign currency translation adjustments	(1)
Balance at March 31, 2023	$	1,008
Total
Balance at December 31, 2022	$	8,099
Foreign currency translation adjustments	4
Balance at March 31, 2023	$	8,103

As of March 31, 2023, the amount of goodwill that is expected to be deductible for tax purposes in future periods is $35 million.

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, 2023 and 2022; however, events such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses may result in goodwill impairment charges in the future.

Acquired Intangible Assets

The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived:

	March 31, 2023		December 31, 2022
Finite-Lived Intangible Assets	(in millions)
Gross Amount
Technology	$	304	$	304
Customer relationships	2,005		2,005
Trade names and other	58		60
Foreign currency translation adjustment	(210)		(209)
Total gross amount	$	2,157	$	2,160
Accumulated Amortization
Technology	$	(108)	$	(97)
Customer relationships	(806)		(778)
Trade names and other	(16)		(17)
Foreign currency translation adjustment	123		120
Total accumulated amortization	$	(807)	$	(772)
Net Amount
Technology	$	196	$	207
Customer relationships	1,199		1,227
Trade names and other	42		43
Foreign currency translation adjustment	(87)		(89)
Total finite-lived intangible assets	$	1,350	$	1,388
Indefinite-Lived Intangible Assets
Exchange and clearing registrations	$	1,257	$	1,257
Trade names	121		121
Licenses	52		52
Foreign currency translation adjustment	(235)		(237)
Total indefinite-lived intangible assets	$	1,195	$	1,193
Total intangible assets, net	$	2,545	$	2,581

There was no impairment of indefinite-lived intangible assets for the three months ended March 31, 2023 and 2022.

9

The following table presents our amortization expense for acquired finite-lived intangible assets:

	Three Months Ended March 31,
	2023		2022
	(in millions)
Amortization expense	$	38	$	40

The table below presents the estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $87 million as of March 31, 2023) of acquired finite-lived intangible assets as of March 31, 2023:

	(in millions)
Remainder of 2023	$	119
2024	153
2025	151
2026	148
2027	147
2028+	719
Total	$	1,437

6. INVESTMENTS

The following table presents the details of our investments:

	March 31, 2023		December 31, 2022
	(in millions)
Financial investments	$	197	$	181
Equity method investments	401		390
Equity securities	83		86

Financial Investments

Financial investments are comprised of trading securities, primarily highly rated European government debt securities, of which $126 million as of March 31, 2023 and $161 million as of December 31, 2022, are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing.

Equity Method Investments

We record our estimated pro-rata share of earnings or losses each reporting period and record any dividends as a reduction in the investment balance. As of March 31, 2023 and 2022, our equity method investments primarily included our 40.0% equity interest in OCC.

The carrying amounts of our equity method investments are included in other non-current assets in the Condensed Consolidated Balance Sheets. No impairments were recorded for the three months ended March 31, 2023 and 2022.

Net income recognized from our equity interest in the earnings and losses of these equity method investments, primarily OCC, was $14 million and $7 million for the three months ended March 31, 2023 and 2022, respectively. For the three months ended March 31, 2023, higher equity interest in the earnings of OCC, as compared to 2022, was primarily driven by elevated U.S. industry trading volumes, partially offset by a reduction in the clearing fee rate that OCC charges its customers.

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, 2023 and 2022. As of March 31, 2023 and December 31, 2022, our equity securities primarily represent various strategic investments made through our corporate venture program as well as investments acquired through various acquisitions.

7. DEFERRED REVENUE

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, 2023 are reflected in the following table: 

	Balance at December 31, 2022		Additions		Revenue Recognized		Adjustments		Balance at March 31, 2023
	(in millions)
Market Platforms:
Market Technology	$	29	$	18	$	(17)	$	—	$	30
Capital Access Platforms:
Initial Listings	116		6		(10)		—		112
Annual Listings	2		272		(1)		(1)		272
Workflow & Insights	172		93		(72)		—		193
Anti-Financial Crime	108		51		(44)		—		115
Other	21		11		(6)		—		26
Total	$	448	$	451	$	(150)	$	(1)	$	748

In the above table:

•Additions primarily reflect deferred revenue billed in the current period, net of recognition.

•Revenue recognized includes revenue recognized during the current period that was included in the beginning balance.

•Adjustments reflect foreign currency translation adjustments.

•Other primarily includes deferred revenue from our Index business, data contracts and non-U.S. listing of additional shares fees. These fees are included in our Capital Access Platforms segment.

10

As of March 31, 2023, we estimate that our deferred revenue will be recognized in the following years:

Fiscal year ended:	2023		2024		2025		2026		2027		2028+		Total
	(in millions)
Market Platforms:
Market Technology	$	29	$	1	$	—	$	—	$	—	$	—	$	30
Capital Access Platforms:
Initial Listings	31		31		22		17		9		2		112
Annual Listings	272		—		—		—		—		—		272
Workflow & Insights	177		16		—		—		—		—		193
Anti-Financial Crime	105		10		—