0001120193December 312023Q3FALSE33331111111111111111http://fasb.org/us-gaap/2023#OtherLiabilitiesCurrenthttp://fasb.org/us-gaap/2023#OtherLiabilitiesCurrent25300011201932023-01-012023-09-300001120193ndaq:CommonStock.01parvaluepershareMember2023-01-012023-09-300001120193ndaq:FourPointFiveZeroZeroSeniorNotesDue2032Member2023-01-012023-09-300001120193ndaq:ZeroPointNineZeroZeroSeniorUnsecuredNotesDue2033Member2023-01-012023-09-300001120193ndaq:ZeroPointEightSevenFivePercentSeniorNotesDue2030Member2023-01-012023-09-300001120193ndaq:OnePointSevenFivePercentSeniorNotesDue2029Member2023-01-012023-09-3000011201932023-11-01xbrli:shares00011201932023-09-30iso4217:USD00011201932022-12-31iso4217:USDxbrli:shares0001120193us-gaap:OperatingSegmentsMemberndaq:MarketPlatformsMember2023-07-012023-09-300001120193us-gaap:OperatingSegmentsMemberndaq:MarketPlatformsMember2022-07-012022-09-300001120193us-gaap:OperatingSegmentsMemberndaq:MarketPlatformsMember2023-01-012023-09-300001120193us-gaap:OperatingSegmentsMemberndaq:MarketPlatformsMember2022-01-012022-09-300001120193us-gaap:OperatingSegmentsMemberndaq:CapitalAccessPlatformsMember2023-07-012023-09-300001120193us-gaap:OperatingSegmentsMemberndaq:CapitalAccessPlatformsMember2022-07-012022-09-300001120193us-gaap:OperatingSegmentsMemberndaq:CapitalAccessPlatformsMember2023-01-012023-09-300001120193us-gaap:OperatingSegmentsMemberndaq:CapitalAccessPlatformsMember2022-01-012022-09-300001120193us-gaap:OperatingSegmentsMemberndaq:AntiFinancialCrimeMember2023-07-012023-09-300001120193us-gaap:OperatingSegmentsMemberndaq:AntiFinancialCrimeMember2022-07-012022-09-300001120193us-gaap:OperatingSegmentsMemberndaq:AntiFinancialCrimeMember2023-01-012023-09-300001120193us-gaap:OperatingSegmentsMemberndaq:AntiFinancialCrimeMember2022-01-012022-09-300001120193us-gaap:MaterialReconcilingItemsMember2023-07-012023-09-300001120193us-gaap:MaterialReconcilingItemsMember2022-07-012022-09-300001120193us-gaap:MaterialReconcilingItemsMember2023-01-012023-09-300001120193us-gaap:MaterialReconcilingItemsMember2022-01-012022-09-3000011201932023-07-012023-09-3000011201932022-07-012022-09-3000011201932022-01-012022-09-300001120193ndaq:TransactionRebatesMember2023-07-012023-09-300001120193ndaq:TransactionRebatesMember2022-07-012022-09-300001120193ndaq:TransactionRebatesMember2023-01-012023-09-300001120193ndaq:TransactionRebatesMember2022-01-012022-09-300001120193ndaq:BrokerageClearanceAndExchangeFeesMember2023-07-012023-09-300001120193ndaq:BrokerageClearanceAndExchangeFeesMember2022-07-012022-09-300001120193ndaq:BrokerageClearanceAndExchangeFeesMember2023-01-012023-09-300001120193ndaq:BrokerageClearanceAndExchangeFeesMember2022-01-012022-09-300001120193us-gaap:CommonStockMember2023-06-300001120193us-gaap:CommonStockMember2022-06-300001120193us-gaap:CommonStockMember2022-12-310001120193us-gaap:CommonStockMember2021-12-310001120193us-gaap:AdditionalPaidInCapitalMember2023-06-300001120193us-gaap:AdditionalPaidInCapitalMember2022-06-300001120193us-gaap:AdditionalPaidInCapitalMember2022-12-310001120193us-gaap:AdditionalPaidInCapitalMember2021-12-310001120193ndaq:ShareRepurchaseProgramMemberus-gaap:AdditionalPaidInCapitalMember2023-01-012023-09-300001120193ndaq:ShareRepurchaseProgramMemberus-gaap:AdditionalPaidInCapitalMember2022-01-012022-09-300001120193ndaq:AcceleratedShareRepurchaseAgreementMemberus-gaap:AdditionalPaidInCapitalMember2022-01-012022-09-300001120193us-gaap:AdditionalPaidInCapitalMember2023-07-012023-09-300001120193us-gaap:AdditionalPaidInCapitalMember2022-07-012022-09-300001120193us-gaap:AdditionalPaidInCapitalMember2023-01-012023-09-300001120193us-gaap:AdditionalPaidInCapitalMember2022-01-012022-09-300001120193us-gaap:AdditionalPaidInCapitalMember2023-09-300001120193us-gaap:AdditionalPaidInCapitalMember2022-09-300001120193us-gaap:TreasuryStockCommonMember2023-06-300001120193us-gaap:TreasuryStockCommonMember2022-06-300001120193us-gaap:TreasuryStockCommonMember2022-12-310001120193us-gaap:TreasuryStockCommonMember2021-12-310001120193us-gaap:TreasuryStockCommonMember2023-07-012023-09-300001120193us-gaap:TreasuryStockCommonMember2022-07-012022-09-300001120193us-gaap:TreasuryStockCommonMember2023-01-012023-09-300001120193us-gaap:TreasuryStockCommonMember2022-01-012022-09-300001120193us-gaap:TreasuryStockCommonMember2023-09-300001120193us-gaap:TreasuryStockCommonMember2022-09-300001120193us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-06-300001120193us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-06-300001120193us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001120193us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310001120193us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-07-012023-09-300001120193us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-07-012022-09-300001120193us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-09-300001120193us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-012022-09-300001120193us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-09-300001120193us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-09-300001120193us-gaap:RetainedEarningsMember2023-06-300001120193us-gaap:RetainedEarningsMember2022-06-300001120193us-gaap:RetainedEarningsMember2022-12-310001120193us-gaap:RetainedEarningsMember2021-12-310001120193us-gaap:RetainedEarningsMember2023-07-012023-09-300001120193us-gaap:RetainedEarningsMember2022-07-012022-09-300001120193us-gaap:RetainedEarningsMember2023-01-012023-09-300001120193us-gaap:RetainedEarningsMember2022-01-012022-09-300001120193us-gaap:RetainedEarningsMember2023-09-300001120193us-gaap:RetainedEarningsMember2022-09-300001120193ndaq:TotalEquityMember2023-09-300001120193ndaq:TotalEquityMember2022-09-300001120193us-gaap:NoncontrollingInterestMember2023-06-300001120193us-gaap:NoncontrollingInterestMember2022-06-300001120193us-gaap:NoncontrollingInterestMember2022-12-310001120193us-gaap:NoncontrollingInterestMember2021-12-310001120193us-gaap:NoncontrollingInterestMember2023-01-012023-09-300001120193us-gaap:NoncontrollingInterestMember2022-01-012022-09-300001120193us-gaap:NoncontrollingInterestMember2023-09-300001120193us-gaap:NoncontrollingInterestMember2022-09-3000011201932022-09-300001120193ndaq:ShareRepurchaseProgramMember2023-01-012023-09-300001120193ndaq:ShareRepurchaseProgramMember2022-01-012022-09-300001120193ndaq:AcceleratedShareRepurchaseAgreementMember2023-01-012023-09-300001120193ndaq:AcceleratedShareRepurchaseAgreementMember2022-01-012022-09-3000011201932021-12-3100011201932022-08-312022-08-31ndaq:segment0001120193country:USndaq:CapitalAccessPlatformsMember2023-09-30ndaq:company0001120193srt:EuropeMemberndaq:CapitalAccessPlatformsMember2023-09-300001120193ndaq:InvestmentIntelligenceMember2023-01-012023-09-30ndaq:exchangeTradedProductndaq:exchangendaq:country0001120193ndaq:InvestmentIntelligenceMember2023-09-300001120193us-gaap:OperatingSegmentsMemberndaq:MarketPlatformsMemberndaq:TradingServicesMember2023-07-012023-09-300001120193us-gaap:OperatingSegmentsMemberndaq:MarketPlatformsMemberndaq:TradingServicesMember2022-07-012022-09-300001120193us-gaap:OperatingSegmentsMemberndaq:MarketplaceTechnologyMemberndaq:MarketPlatformsMember2023-07-012023-09-300001120193us-gaap:OperatingSegmentsMemberndaq:MarketplaceTechnologyMemberndaq:MarketPlatformsMember2022-07-012022-09-300001120193us-gaap:OperatingSegmentsMemberndaq:DataListingServicesMemberndaq:CapitalAccessPlatformsMember2023-07-012023-09-300001120193us-gaap:OperatingSegmentsMemberndaq:DataListingServicesMemberndaq:CapitalAccessPlatformsMember2022-07-012022-09-300001120193us-gaap:OperatingSegmentsMemberndaq:IndexMemberndaq:CapitalAccessPlatformsMember2023-07-012023-09-300001120193us-gaap:OperatingSegmentsMemberndaq:IndexMemberndaq:CapitalAccessPlatformsMember2022-07-012022-09-300001120193us-gaap:OperatingSegmentsMemberndaq:WorkflowInsightsMemberndaq:CapitalAccessPlatformsMember2023-07-012023-09-300001120193us-gaap:OperatingSegmentsMemberndaq:WorkflowInsightsMemberndaq:CapitalAccessPlatformsMember2022-07-012022-09-300001120193ndaq:AntiFinancialCrimeTechnologyMemberus-gaap:OperatingSegmentsMemberndaq:AntiFinancialCrimeMember2023-07-012023-09-300001120193ndaq:AntiFinancialCrimeTechnologyMemberus-gaap:OperatingSegmentsMemberndaq:AntiFinancialCrimeMember2022-07-012022-09-300001120193us-gaap:MaterialReconcilingItemsMemberus-gaap:ServiceOtherMember2023-07-012023-09-300001120193us-gaap:MaterialReconcilingItemsMemberus-gaap:ServiceOtherMember2022-07-012022-09-300001120193us-gaap:OperatingSegmentsMemberndaq:MarketPlatformsMemberndaq:TradingServicesMember2023-01-012023-09-300001120193us-gaap:OperatingSegmentsMemberndaq:MarketPlatformsMemberndaq:TradingServicesMember2022-01-012022-09-300001120193us-gaap:OperatingSegmentsMemberndaq:MarketplaceTechnologyMemberndaq:MarketPlatformsMember2023-01-012023-09-300001120193us-gaap:OperatingSegmentsMemberndaq:MarketplaceTechnologyMemberndaq:MarketPlatformsMember2022-01-012022-09-300001120193us-gaap:OperatingSegmentsMemberndaq:DataListingServicesMemberndaq:CapitalAccessPlatformsMember2023-01-012023-09-300001120193us-gaap:OperatingSegmentsMemberndaq:DataListingServicesMemberndaq:CapitalAccessPlatformsMember2022-01-012022-09-300001120193us-gaap:OperatingSegmentsMemberndaq:IndexMemberndaq:CapitalAccessPlatformsMember2023-01-012023-09-300001120193us-gaap:OperatingSegmentsMemberndaq:IndexMemberndaq:CapitalAccessPlatformsMember2022-01-012022-09-300001120193us-gaap:OperatingSegmentsMemberndaq:WorkflowInsightsMemberndaq:CapitalAccessPlatformsMember2023-01-012023-09-300001120193us-gaap:OperatingSegmentsMemberndaq:WorkflowInsightsMemberndaq:CapitalAccessPlatformsMember2022-01-012022-09-300001120193ndaq:AntiFinancialCrimeTechnologyMemberus-gaap:OperatingSegmentsMemberndaq:AntiFinancialCrimeMember2023-01-012023-09-300001120193ndaq:AntiFinancialCrimeTechnologyMemberus-gaap:OperatingSegmentsMemberndaq:AntiFinancialCrimeMember2022-01-012022-09-300001120193us-gaap:MaterialReconcilingItemsMemberus-gaap:ServiceOtherMember2023-01-012023-09-300001120193us-gaap:MaterialReconcilingItemsMemberus-gaap:ServiceOtherMember2022-01-012022-09-300001120193us-gaap:TransferredAtPointInTimeMemberndaq:MarketPlatformsMemberndaq:TradingServicesMember2023-07-012023-09-30xbrli:pure0001120193us-gaap:TransferredAtPointInTimeMemberndaq:MarketPlatformsMemberndaq:TradingServicesMember2022-07-012022-09-300001120193us-gaap:TransferredOverTimeMemberndaq:MarketPlatformsMemberndaq:TradingServicesMember2023-07-012023-09-300001120193us-gaap:TransferredOverTimeMemberndaq:MarketPlatformsMemberndaq:TradingServicesMember2022-07-012022-09-300001120193us-gaap:TransferredAtPointInTimeMemberndaq:MarketPlatformsMemberndaq:TradingServicesMember2023-01-012023-09-300001120193us-gaap:TransferredAtPointInTimeMemberndaq:MarketPlatformsMemberndaq:TradingServicesMember2022-01-012022-09-300001120193us-gaap:TransferredOverTimeMemberndaq:MarketPlatformsMemberndaq:TradingServicesMember2023-01-012023-09-300001120193us-gaap:TransferredOverTimeMemberndaq:MarketPlatformsMemberndaq:TradingServicesMember2022-01-012022-09-300001120193srt:MinimumMember2023-09-300001120193srt:MaximumMember2023-09-3000011201932023-10-01ndaq:MarketTechnologyMemberndaq:MarketPlatformsMember2023-09-300001120193ndaq:AntiFinancialCrimeTechnologyMember2023-10-01ndaq:AntiFinancialCrimeMember2023-09-3000011201932023-10-01ndaq:WorkflowInsightsMemberndaq:CapitalAccessPlatformsMember2023-09-3000011201932023-10-012023-09-3000011201932024-01-01ndaq:MarketTechnologyMemberndaq:MarketPlatformsMember2023-09-300001120193ndaq:AntiFinancialCrimeTechnologyMember2024-01-01ndaq:AntiFinancialCrimeMember2023-09-3000011201932024-01-01ndaq:WorkflowInsightsMemberndaq:CapitalAccessPlatformsMember2023-09-3000011201932024-01-012023-09-3000011201932025-01-01ndaq:MarketTechnologyMemberndaq:MarketPlatformsMember2023-09-300001120193ndaq:AntiFinancialCrimeTechnologyMember2025-01-01ndaq:AntiFinancialCrimeMember2023-09-3000011201932025-01-01ndaq:WorkflowInsightsMemberndaq:CapitalAccessPlatformsMember2023-09-3000011201932025-01-012023-09-300001120193ndaq:MarketTechnologyMemberndaq:MarketPlatformsMember2026-01-012023-09-300001120193ndaq:AntiFinancialCrimeTechnologyMemberndaq:AntiFinancialCrimeMember2026-01-012023-09-300001120193ndaq:WorkflowInsightsMember2026-01-01ndaq:CapitalAccessPlatformsMember2023-09-3000011201932026-01-012023-09-300001120193ndaq:MarketTechnologyMemberndaq:MarketPlatformsMember2027-01-012023-09-300001120193ndaq:AntiFinancialCrimeTechnologyMemberndaq:AntiFinancialCrimeMember2027-01-012023-09-300001120193ndaq:WorkflowInsightsMemberndaq:CapitalAccessPlatformsMember2027-01-012023-09-3000011201932027-01-012023-09-300001120193ndaq:MarketTechnologyMember2028-01-01ndaq:MarketPlatformsMember2023-09-300001120193ndaq:AntiFinancialCrimeTechnologyMember2028-01-01ndaq:AntiFinancialCrimeMember2023-09-300001120193ndaq:WorkflowInsightsMember2028-01-01ndaq:CapitalAccessPlatformsMember2023-09-3000011201932028-01-012023-09-300001120193ndaq:MarketTechnologyMemberndaq:MarketPlatformsMember2023-09-300001120193ndaq:AntiFinancialCrimeTechnologyMemberndaq:AntiFinancialCrimeMember2023-09-300001120193ndaq:WorkflowInsightsMemberndaq:CapitalAccessPlatformsMember2023-09-300001120193ndaq:AdenzaHoldingsIncMember2023-06-012023-06-3000011201932023-06-012023-06-30ndaq:trading_day0001120193us-gaap:SecuredDebtMemberndaq:TermLoanMember2023-06-300001120193us-gaap:SubsequentEventMemberndaq:AdenzaHoldingsIncMember2023-11-010001120193us-gaap:SubsequentEventMemberndaq:ThomaBravoMember2023-11-010001120193ndaq:MarketPlatformsMember2022-12-310001120193ndaq:MarketPlatformsMember2023-01-012023-09-300001120193ndaq:MarketPlatformsMember2023-09-300001120193ndaq:CapitalAccessPlatformsMember2022-12-310001120193ndaq:CapitalAccessPlatformsMember2023-01-012023-09-300001120193ndaq:CapitalAccessPlatformsMember2023-09-300001120193ndaq:AntiFinancialCrimeMember2022-12-310001120193ndaq:AntiFinancialCrimeMember2023-01-012023-09-300001120193ndaq:AntiFinancialCrimeMember2023-09-300001120193us-gaap:DevelopedTechnologyRightsMember2023-09-300001120193us-gaap:DevelopedTechnologyRightsMember2022-12-310001120193us-gaap:CustomerRelationshipsMember2023-09-300001120193us-gaap:CustomerRelationshipsMember2022-12-310001120193ndaq:TradeNamesAndOtherIntangibleAssetsMember2023-09-300001120193ndaq:TradeNamesAndOtherIntangibleAssetsMember2022-12-310001120193ndaq:ForeignCurrencyTranslationAdjustmentMember2023-09-300001120193ndaq:ForeignCurrencyTranslationAdjustmentMember2022-12-310001120193ndaq:ExchangeAndClearingRegistrationsMember2023-09-300001120193ndaq:ExchangeAndClearingRegistrationsMember2022-12-310001120193us-gaap:TradeNamesMember2023-09-300001120193us-gaap:TradeNamesMember2022-12-310001120193us-gaap:LicensingAgreementsMember2023-09-300001120193us-gaap:LicensingAgreementsMember2022-12-310001120193ndaq:ForeignCurrencyTranslationAdjustmentMember2023-09-300001120193ndaq:ForeignCurrencyTranslationAdjustmentMember2022-12-310001120193us-gaap:ForeignGovernmentDebtSecuritiesMember2023-09-300001120193us-gaap:ForeignGovernmentDebtSecuritiesMember2022-12-310001120193ndaq:OptionsClearingCorporationMember2023-09-300001120193ndaq:OptionsClearingCorporationMember2022-09-300001120193ndaq:MarketTechnologyMember2022-12-310001120193ndaq:MarketTechnologyMember2023-01-012023-09-300001120193ndaq:MarketTechnologyMember2023-09-300001120193ndaq:InitialListingsFeesMember2022-12-310001120193ndaq:InitialListingsFeesMember2023-01-012023-09-300001120193ndaq:InitialListingsFeesMember2023-09-300001120193ndaq:AnnualRenewalFeesMember2022-12-310001120193ndaq:AnnualRenewalFeesMember2023-01-012023-09-300001120193ndaq:AnnualRenewalFeesMember2023-09-300001120193ndaq:WorkflowInsightsMember2022-12-310001120193ndaq:WorkflowInsightsMember2023-01-012023-09-300001120193ndaq:WorkflowInsightsMember2023-09-300001120193ndaq:AntiFinancialCrimeTechnologyMember2022-12-310001120193ndaq:AntiFinancialCrimeTechnologyMember2023-01-012023-09-300001120193ndaq:AntiFinancialCrimeTechnologyMember2023-09-300001120193ndaq:OtherMember2022-12-310001120193ndaq:OtherMember2023-01-012023-09-300001120193ndaq:OtherMember2023-09-300001120193us-gaap:CommercialPaperMember2023-09-300001120193us-gaap:CommercialPaperMember2022-12-310001120193us-gaap:SeniorNotesMemberndaq:FivePointSixFiveSeniorUnsecuredNotesDue2025Member2023-09-300001120193us-gaap:SeniorNotesMemberndaq:FivePointSixFiveSeniorUnsecuredNotesDue2025Member2022-12-310001120193ndaq:ThreePointEightFiveSeniorSecuredNotesDueJune302026Memberus-gaap:SeniorNotesMember2023-09-300001120193ndaq:ThreePointEightFiveSeniorSecuredNotesDueJune302026Memberus-gaap:SeniorNotesMember2022-12-310001120193us-gaap:SeniorNotesMemberndaq:FivePointThreeFiveSeniorUnsecuredNotesDue2028Member2023-09-300001120193us-gaap:SeniorNotesMemberndaq:FivePointThreeFiveSeniorUnsecuredNotesDue2028Member2022-12-310001120193ndaq:OnePointSevenFiveSeniorUnsecuredNotesDue2029Memberus-gaap:SeniorNotesMember2023-09-30iso4217:EUR0001120193ndaq:OnePointSevenFiveSeniorUnsecuredNotesDue2029Memberus-gaap:SeniorNotesMember2022-12-310001120193us-gaap:SeniorNotesMemberndaq:A0875SeniorUnsecuredNotesDueFebruary132030Member2023-09-300001120193us-gaap:SeniorNotesMemberndaq:A0875SeniorUnsecuredNotesDueFebruary132030Member2022-12-310001120193ndaq:OnePointSixFiveZeroSeniorUnsecuredNotesDue2031Memberus-gaap:SeniorNotesMember2023-09-300001120193ndaq:OnePointSixFiveZeroSeniorUnsecuredNotesDue2031Memberus-gaap:SeniorNotesMember2022-12-310001120193us-gaap:SeniorNotesMemberndaq:FourPointFiveSeniorUnsecuredNotesDue2032Member2023-09-300001120193us-gaap:SeniorNotesMemberndaq:FourPointFiveSeniorUnsecuredNotesDue2032Member2022-12-310001120193ndaq:ZeroPointNineZeroZeroSeniorUnsecuredNotesDue2033Memberus-gaap:SeniorNotesMember2023-09-300001120193ndaq:ZeroPointNineZeroZeroSeniorUnsecuredNotesDue2033Memberus-gaap:SeniorNotesMember2022-12-310001120193ndaq:FivePointFiveFiveSeniorUnsecuredNotesDue2034Memberus-gaap:SeniorNotesMember2023-09-300001120193ndaq:FivePointFiveFiveSeniorUnsecuredNotesDue2034Memberus-gaap:SeniorNotesMember2022-12-310001120193ndaq:TwoPointFiveZeroZeroSeniorUnsecuredNotesDue2040Memberus-gaap:SeniorNotesMember2023-09-300001120193ndaq:TwoPointFiveZeroZeroSeniorUnsecuredNotesDue2040Memberus-gaap:SeniorNotesMember2022-12-310001120193ndaq:ThreePointTwoFiveSeniorUnsecuredNotesDue2050Memberus-gaap:SeniorNotesMember2023-09-300001120193ndaq:ThreePointTwoFiveSeniorUnsecuredNotesDue2050Memberus-gaap:SeniorNotesMember2022-12-310001120193ndaq:ThreePointNineFiveZeroSeniorUnsecuredNotesDue2052Memberus-gaap:SeniorNotesMember2023-09-300001120193ndaq:ThreePointNineFiveZeroSeniorUnsecuredNotesDue2052Memberus-gaap:SeniorNotesMember2022-12-310001120193ndaq:FivePointNineFiveSeniorUnsecuredNotesDue2053Memberus-gaap:SeniorNotesMember2023-09-300001120193ndaq:FivePointNineFiveSeniorUnsecuredNotesDue2053Memberus-gaap:SeniorNotesMember2022-12-310001120193ndaq:SixPointOneSeniorUnsecuredNotesDue2063Memberus-gaap:SeniorNotesMember2023-09-300001120193ndaq:SixPointOneSeniorUnsecuredNotesDue2063Memberus-gaap:SeniorNotesMember2022-12-310001120193ndaq:OnePointTwoFiveBillionFiveYearRevolvingCreditFacilityMember2023-09-300001120193ndaq:OnePointTwoFiveBillionFiveYearRevolvingCreditFacilityMember2022-12-310001120193us-gaap:CommercialPaperMemberus-gaap:RevolvingCreditFacilityMember2023-09-300001120193us-gaap:CommercialPaperMemberus-gaap:SubsequentEventMemberus-gaap:RevolvingCreditFacilityMember2023-11-010001120193us-gaap:SeniorNotesMember2023-09-300001120193us-gaap:SeniorNotesMember2023-01-012023-09-300001120193srt:MaximumMemberndaq:USSeniorUnsecuredNotesMemberus-gaap:SeniorNotesMember2023-09-300001120193ndaq:AdenzaFinancingMember2023-06-30ndaq:note0001120193ndaq:AdenzaFinancingMemberus-gaap:SeniorNotesMember2023-06-012023-06-300001120193ndaq:AdenzaFinancingMemberus-gaap:SeniorNotesMember2023-06-300001120193us-gaap:SeniorNotesMember2023-07-012023-09-300001120193ndaq:AdenzaFinancingMemberus-gaap:DomesticCorporateDebtSecuritiesMember2023-06-300001120193us-gaap:SecuredDebtMemberndaq:TermLoanMember2023-09-300001120193us-gaap:SubsequentEventMemberndaq:AdenzaFinancingMemberus-gaap:DomesticCorporateDebtSecuritiesMember2023-11-010001120193us-gaap:RevolvingCreditFacilityMemberndaq:OnePointTwoFiveBillionFiveYearRevolvingCreditFacilityMember2020-12-310001120193us-gaap:RevolvingCreditFacilityMemberndaq:OnePointTwoFiveBillionFiveYearRevolvingCreditFacilityMember2020-12-012020-12-310001120193ndaq:OnePointTwoFiveBillionFiveYearRevolvingCreditFacilityMemberus-gaap:RevolvingCreditFacilityMember2023-09-300001120193us-gaap:RevolvingCreditFacilityMembersrt:MinimumMemberndaq:OnePointTwoFiveBillionFiveYearRevolvingCreditFacilityMember2023-01-012023-09-300001120193us-gaap:RevolvingCreditFacilityMembersrt:MaximumMemberndaq:OnePointTwoFiveBillionFiveYearRevolvingCreditFacilityMember2023-01-012023-09-300001120193us-gaap:RevolvingCreditFacilityMemberndaq:OnePointTwoFiveBillionFiveYearRevolvingCreditFacilityMember2023-01-012023-09-300001120193ndaq:ClearinghouseCreditFacilitiesMember2023-09-300001120193ndaq:ClearinghouseCreditFacilitiesMember2022-12-310001120193ndaq:ClearinghouseCreditFacilitiesMember2023-01-012023-09-300001120193us-gaap:EmployeeStockMember2023-07-012023-09-300001120193us-gaap:EmployeeStockMember2023-01-012023-09-300001120193us-gaap:EmployeeStockMember2022-01-012022-09-300001120193us-gaap:EmployeeStockMember2022-07-012022-09-300001120193us-gaap:RestrictedStockMemberus-gaap:ShareBasedCompensationAwardTrancheOneMemberndaq:BelowManagerLevelMember2023-01-012023-09-300001120193us-gaap:RestrictedStockMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMemberndaq:BelowManagerLevelMember2023-01-012023-09-300001120193us-gaap:RestrictedStockMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMemberndaq:AtOrAboveManagerLevelMember2023-01-012023-09-300001120193us-gaap:RestrictedStockMemberndaq:AtOrAboveManagerLevelMemberus-gaap:ShareBasedCompensationAwardTrancheThreeMember2023-01-012023-09-300001120193us-gaap:RestrictedStockMember2022-12-310001120193us-gaap:RestrictedStockMember2023-01-012023-09-300001120193us-gaap:RestrictedStockMember2023-09-300001120193us-gaap:PerformanceSharesMember2023-01-012023-09-300001120193us-gaap:PerformanceSharesMember2023-09-30ndaq:peerGroup0001120193ndaq:PerformanceSharesNegativeShareholderReturnMember2023-01-012023-09-300001120193us-gaap:PerformanceSharesMember2020-01-012020-12-310001120193us-gaap:PerformanceSharesMember2023-01-012023-03-310001120193us-gaap:PerformanceSharesMemberndaq:ThreeYearPerformanceShareUnitProgramMember2023-04-032023-04-030001120193us-gaap:PerformanceSharesMemberndaq:ThreeYearPerformanceShareUnitProgramMember2022-04-012022-04-010001120193us-gaap:PerformanceSharesMemberndaq:ThreeYearPerformanceShareUnitProgramMember2023-04-030001120193us-gaap:PerformanceSharesMemberndaq:ThreeYearPerformanceShareUnitProgramMember2022-04-010001120193us-gaap:PerformanceSharesMember2022-12-310001120193us-gaap:EmployeeStockMember2023-09-30ndaq:vote0001120193ndaq:OtherRepurchasesOfCommonStockMember2023-01-012023-09-300001120193ndaq:DividendDeclarationDateFirstQuarterMember2023-01-242023-01-240001120193ndaq:DividendDeclarationDateFirstQuarterMember2023-03-312023-03-310001120193ndaq:DividendDeclarationDateSecondQuarterMember2023-04-182023-04-180001120193ndaq:DividendDeclarationDateSecondQuarterMember2023-06-302023-06-300001120193ndaq:DividendDeclarationDateThirdQuarterMember2023-07-182023-07-180001120193ndaq:DividendDeclarationDateThirdQuarterMember2023-09-292023-09-290001120193us-gaap:SubsequentEventMember2023-10-012023-10-310001120193us-gaap:FairValueMeasurementsRecurringMemberndaq:EuropeanGovernmentDebtSecuritiesMember2023-09-300001120193us-gaap:FairValueMeasurementsRecurringMemberndaq:EuropeanGovernmentDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Member2023-09-300001120193us-gaap:FairValueMeasurementsRecurringMemberndaq:EuropeanGovernmentDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2023-09-300001120193us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberndaq:EuropeanGovernmentDebtSecuritiesMember2023-09-300001120193us-gaap:FairValueMeasurementsRecurringMemberndaq:StateOwnedEnterprisesAndMunicipalitiesDebtSecuritiesMember2023-09-300001120193us-gaap:FairValueMeasurementsRecurringMemberndaq:StateOwnedEnterprisesAndMunicipalitiesDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Member2023-09-300001120193us-gaap:FairValueMeasurementsRecurringMemberndaq:StateOwnedEnterprisesAndMunicipalitiesDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2023-09-300001120193us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberndaq:StateOwnedEnterprisesAndMunicipalitiesDebtSecuritiesMember2023-09-300001120193us-gaap:FairValueMeasurementsRecurringMemberndaq:SwedishMortgageBondsMember2023-09-300001120193us-gaap:FairValueMeasurementsRecurringMemberndaq:SwedishMortgageBondsMemberus-gaap:FairValueInputsLevel1Member2023-09-300001120193us-gaap:FairValueMeasurementsRecurringMemberndaq:SwedishMortgageBondsMemberus-gaap:FairValueInputsLevel2Member2023-09-300001120193us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberndaq:SwedishMortgageBondsMember2023-09-300001120193us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2023-09-300001120193us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2023-09-300001120193us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2023-09-300001120193us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2023-09-300001120193us-gaap:FairValueMeasurementsRecurringMember2023-09-300001120193us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2023-09-300001120193us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2023-09-300001120193us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2023-09-300001120193us-gaap:FairValueMeasurementsRecurringMemberndaq:EuropeanGovernmentDebtSecuritiesMember2022-12-310001120193us-gaap:FairValueMeasurementsRecurringMemberndaq:EuropeanGovernmentDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Member2022-12-310001120193us-gaap:FairValueMeasurementsRecurringMemberndaq:EuropeanGovernmentDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2022-12-310001120193us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberndaq:EuropeanGovernmentDebtSecuritiesMember2022-12-310001120193us-gaap:FairValueMeasurementsRecurringMemberndaq:StateOwnedEnterprisesAndMunicipalitiesDebtSecuritiesMember2022-12-310001120193us-gaap:FairValueMeasurementsRecurringMemberndaq:StateOwnedEnterprisesAndMunicipalitiesDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Member2022-12-310001120193us-gaap:FairValueMeasurementsRecurringMemberndaq:StateOwnedEnterprisesAndMunicipalitiesDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2022-12-310001120193us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberndaq:StateOwnedEnterprisesAndMunicipalitiesDebtSecuritiesMember2022-12-310001120193us-gaap:FairValueMeasurementsRecurringMemberndaq:SwedishMortgageBondsMember2022-12-310001120193us-gaap:FairValueMeasurementsRecurringMemberndaq:SwedishMortgageBondsMemberus-gaap:FairValueInputsLevel1Member2022-12-310001120193us-gaap:FairValueMeasurementsRecurringMemberndaq:SwedishMortgageBondsMemberus-gaap:FairValueInputsLevel2Member2022-12-310001120193us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberndaq:SwedishMortgageBondsMember2022-12-310001120193us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2022-12-310001120193us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2022-12-310001120193us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2022-12-310001120193us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2022-12-310001120193us-gaap:FairValueMeasurementsRecurringMember2022-12-310001120193us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2022-12-310001120193us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2022-12-310001120193us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2022-12-310001120193ndaq:CommercialPaperAndLetterOfCreditMemberus-gaap:RevolvingCreditFacilityMember2023-09-300001120193us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel2Member2023-09-300001120193us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel2Member2022-12-31ndaq:fund0001120193ndaq:NordicClearingMembersCashContributionsMember2023-09-300001120193ndaq:NordicClearingMembersNonCashContributionsMember2023-09-300001120193ndaq:DefaultfundcontributioncapitalresourcesavailableMember2023-09-300001120193ndaq:DefaultfundcontributionmemberpostedsurplusbalanceMember2023-09-300001120193srt:MinimumMember2023-01-012023-09-300001120193srt:MaximumMember2023-01-012023-09-300001120193ndaq:NordicClearingMembersCashContributionsMember2022-12-310001120193us-gaap:DemandDepositsMember2023-09-300001120193us-gaap:DemandDepositsMember2022-12-310001120193ndaq:CentralBankCertificatesMember2023-09-300001120193ndaq:CentralBankCertificatesMember2022-12-310001120193ndaq:RestrictedCashAndCashEquivalentsMember2023-09-300001120193ndaq:RestrictedCashAndCashEquivalentsMember2022-12-310001120193ndaq:EuropeanGovernmentDebtSecuritiesMember2023-09-300001120193ndaq:EuropeanGovernmentDebtSecuritiesMember2022-12-310001120193us-gaap:RepurchaseAgreementsMember2023-09-300001120193us-gaap:RepurchaseAgreementsMember2022-12-310001120193ndaq:MultilateralDevelopmentBanksMember2023-09-300001120193ndaq:MultilateralDevelopmentBanksMember2022-12-310001120193us-gaap:InvestmentsMember2023-09-300001120193us-gaap:InvestmentsMember2022-12-310001120193ndaq:RestrictedCashAndCashEquivalentsMember2023-01-012023-09-300001120193us-gaap:InvestmentsMember2023-01-012023-09-300001120193ndaq:NasdaqClearingOperationsMember2023-09-300001120193ndaq:NasdaqClearingOperationsMember2023-01-012023-09-300001120193ndaq:LiabilityWaterfallMember2023-09-300001120193ndaq:CommodityForwardsAndOptionsMember2023-09-300001120193ndaq:FixedIncomeOptionsAndFuturesMember2023-09-300001120193ndaq:StockOptionsAndFuturesMember2023-09-300001120193ndaq:IndexOptionsAndFuturesMember2023-09-30ndaq:contract0001120193ndaq:CommodityForwardsAndOptionsMember2022-09-300001120193ndaq:FixedIncomeOptionsAndFuturesMember2022-09-300001120193ndaq:StockOptionsAndFuturesMember2022-09-300001120193ndaq:IndexOptionsAndFuturesMember2022-09-30utr:TWh0001120193ndaq:NasdaqClearingOperationsMember2022-09-300001120193ndaq:NasdaqClearingOperationsMember2022-01-012022-09-300001120193ndaq:CommercialPaperAndLetterOfCreditMemberndaq:ClearinghouseCreditFacilitiesMember2022-12-310001120193ndaq:CommercialPaperAndLetterOfCreditMemberndaq:ClearinghouseCreditFacilitiesMember2023-09-300001120193us-gaap:CorporateNonSegmentMember2023-07-012023-09-300001120193us-gaap:CorporateNonSegmentMember2022-07-012022-09-300001120193us-gaap:CorporateNonSegmentMember2023-01-012023-09-300001120193us-gaap:CorporateNonSegmentMember2022-01-012022-09-300001120193srt:MinimumMemberndaq:DivisionRealignmentMember2022-10-310001120193srt:MaximumMemberndaq:DivisionRealignmentMember2022-10-3100011201932022-10-012022-10-310001120193ndaq:AssetImpairmentMember2023-07-012023-09-300001120193ndaq:AssetImpairmentMember2023-01-012023-09-300001120193ndaq:AssetImpairmentMember2023-09-300001120193ndaq:ConsultingServicesMember2023-07-012023-09-300001120193ndaq:ConsultingServicesMember2023-01-012023-09-300001120193ndaq:ConsultingServicesMember2023-09-300001120193us-gaap:EmployeeSeveranceMember2023-07-012023-09-300001120193us-gaap:EmployeeSeveranceMember2023-01-012023-09-300001120193us-gaap:EmployeeSeveranceMember2023-09-300001120193us-gaap:OtherRestructuringMember2023-07-012023-09-300001120193us-gaap:OtherRestructuringMember2023-01-012023-09-300001120193us-gaap:OtherRestructuringMember2023-09-300001120193ndaq:BryanESmithMember2023-01-012023-09-300001120193ndaq:BryanESmithMember2023-07-012023-09-300001120193ndaq:BryanESmithMember2023-09-30

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
September 30, 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)
Delaware52-1165937
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
151 W. 42nd Street,New York,New York10036
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: +1 212 401 8700
No Changes
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareNDAQThe Nasdaq Stock Market
4.500% Senior Notes due 2032NDAQ32The Nasdaq Stock Market
0.900% Senior Notes due 2033NDAQ33The Nasdaq Stock Market
0.875% Senior Notes due 2030NDAQ30The Nasdaq Stock Market
1.75% Senior Notes due 2029NDAQ29The Nasdaq Stock Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No    
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
Outstanding at November 1, 2023
Common Stock, $0.01 par value per share576,964,570 shares




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



i


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

2026 Notes: $500 million aggregate principal amount of 3.850% senior unsecured notes due June 30, 2026
2028 Notes: $1 billion aggregate principal amount of 5.350% senior unsecured notes due June 28, 2028
2029 Notes: €600 million aggregate principal amount of 1.75% senior unsecured notes due March 28, 2029
2030 Notes: €600 million aggregate principal amount of 0.875% senior unsecured notes due February 13, 2030
2031 Notes: $650 million aggregate principal amount of 1.650% senior unsecured notes due January 15, 2031
2032 Notes: €750 million aggregate principal amount of 4.500% senior unsecured notes due February 15, 2032
2033 Notes: €615 million aggregate principal amount of 0.900% senior unsecured notes due July 30, 2033
2034 Notes: $1.25 billion aggregate principal amount of 5.550% senior unsecured notes due February 15, 2034
2040 Notes: $650 million aggregate principal amount of 2.500% senior unsecured notes due December 21, 2040
2050 Notes: $500 million aggregate principal amount of 3.250% senior unsecured notes due April 28, 2050
2052 Notes: $550 million aggregate principal amount of 3.950% senior unsecured notes due March 7, 2052
2053 Notes: $750 million aggregate principal amount of 5.950% senior unsecured notes due August 15, 2053
2063 Notes: $750 million aggregate principal amount of 6.100% senior unsecured notes due June 28, 2063
ARR: Annualized Recurring Revenue
ASR: Accelerated Share 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
ii


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
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 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)
September 30, 2023December 31, 2022
(unaudited)
Assets
Current assets:
Cash and cash equivalents$5,340 $502 
Restricted cash and cash equivalents25 22 
Default funds and margin deposits (including restricted cash and cash equivalents of $5,469 and $6,470, respectively)
5,935 7,021 
Financial investments272 181 
Receivables, net595 677 
Other current assets184 201 
Total current assets12,351 8,604 
Property and equipment, net542 532 
Goodwill7,988 8,099 
Intangible assets, net2,446 2,581 
Operating lease assets397 444 
Other non-current assets626 608 
Total assets$24,350 $20,868 
Liabilities
Current liabilities:
Accounts payable and accrued expenses$286 $185 
Section 31 fees payable to SEC19 243 
Accrued personnel costs211 243 
Deferred revenue451 357 
Other current liabilities146 122 
Default funds and margin deposits5,935 7,021 
Short-term debt 664 
Total current liabilities7,048 8,835 
Long-term debt9,703 4,735 
Deferred tax liabilities, net509 456 
Operating lease liabilities412 452 
Other non-current liabilities199 226 
Total liabilities17,871 14,704 
Commitments and contingencies
Equity
Nasdaq stockholders’ equity:
Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 514,134,579 at September 30, 2023 and 513,157,630 at December 31, 2022; shares outstanding: 491,316,638 at September 30, 2023 and 491,592,491 at December 31, 2022
5 5 
Additional paid-in capital1,394 1,445 
Common stock in treasury, at cost: 22,817,941 shares at September 30, 2023 and 21,565,139 shares at December 31, 2022
(585)(515)
Accumulated other comprehensive loss(2,102)(1,991)
Retained earnings7,755 7,207 
Total Nasdaq stockholders’ equity6,467 6,151 
Noncontrolling interests12 13 
Total equity6,479 6,164 
Total liabilities and equity$24,350 $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 September 30,Nine Months Ended September 30,
 2023202220232022
Revenues:   
Market Platforms$892 $1,046 $2,813 $3,121 
Capital Access Platforms456 422 1,309 1,262 
Anti-Financial Crime93 77 265 224 
Other revenues10 12 30 37 
Total revenues1,451 1,557 4,417 4,644 
Transaction-based expenses:  
Transaction rebates(447)(494)(1,377)(1,605)
Brokerage, clearance and exchange fees(64)(173)(262)(364)
Revenues less transaction-based expenses940 890 2,778 2,675 
Operating expenses:  
Compensation and benefits260 249 777 750 
Professional and contract services31 34 92 97 
Computer operations and data communications58 50 168 150 
Occupancy28 25 99 78 
General, administrative and other26 38 62 94 
Marketing and advertising12 10 30 31 
Depreciation and amortization64 63 198 195 
Regulatory9 9 27 24 
Merger and strategic initiatives4 14 51 41 
Restructuring charges17  49  
Total operating expenses509 492 1,553 1,460 
Operating income431 398 1,225 1,215 
Interest income72 2 86 3 
Interest expense(101)(32)(174)(96)
Other income (loss) 1 6 (6)8 
Net income (loss) from unconsolidated investees(12)8 (8)23 
Income before income taxes391 382 1,123 1,153 
Income tax provision97 88 262 270 
Net income294 294861 883 
Net loss attributable to noncontrolling interests  1 1 
Net income attributable to Nasdaq$294 $294 $862 $884 
Per share information:  
Basic earnings per share$0.60 $0.60 $1.76 $1.79 
Diluted earnings per share$0.60 $0.59 $1.74 $1.77 
Cash dividends declared per common share$0.22 $0.20 $0.64 $0.58 

See accompanying notes to condensed consolidated financial statements.
2


Nasdaq, Inc.
Condensed Consolidated Statements of Comprehensive Income
(unaudited)
(in millions)
 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
Net income$294 $294 $861 $883 
Other comprehensive income (loss):
   
Foreign currency translation gains (losses)
41 (155)(96)(428)
Income tax expense(1)
(24)(32)(15)(77)
Foreign currency translation, net17 (187)(111)(505)
Comprehensive income311 107 750 378 
Comprehensive loss attributable to noncontrolling interests  1 1 
Comprehensive income attributable to Nasdaq$311 $107 $751 $379 
____________
(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 September 30,Nine Months Ended September 30,
2023202220232022
Shares$Shares$Shares$Shares$
Common stock491 5 491 5 492 5 500 5 
Additional paid-in capital
Beginning balance1,363 1,382 1,445 1,949 
Share repurchase program— — — — (3)(159)(11)(308)
ASR agreement
— — — — — — — (325)
Share-based compensation31 26 3 90 3 76 
Other issuances of common stock, net— — 18 16 
Ending balance1,394 1,408 1,394 1,408 
Common stock in treasury, at cost
Beginning balance(583)(509)(515)(437)
Other employee stock activity— (2)— (1)(1)(70)(1)(73)
Ending balance(585)(510)(585)(510)
Accumulated other comprehensive loss
Beginning balance(2,119)(1,905)(1,991)(1,587)
Other comprehensive income (loss)
17 (187)(111)(505)
Ending balance(2,102)(2,092)(2,102)(2,092)
Retained earnings
Beginning balance7,569 6,869 7,207 6,465 
Net income attributable to Nasdaq294 294 862 884 
Cash dividends declared and paid
(108)(99)(314)(285)
Ending balance7,755 7,064 7,755 7,064 
Total Nasdaq stockholders’ equity6,467 5,875 6,467 5,875 
Noncontrolling interests
Beginning balance12 9 13 10 
Net activity related to noncontrolling interests
— — (1)(1)
Ending balance12 9 12 9 
Total Equity491 $6,479 491 $5,884 491 $6,479 491 $5,884 




See accompanying notes to condensed consolidated financial statements.
4


Nasdaq, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(in millions)
Nine Months Ended September 30,
20232022
Cash flows from operating activities:
Net income$861 $883 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization198 195 
Share-based compensation90 76 
Deferred income taxes44 17 
Extinguishment of debt and bridge fees25 16 
Non-cash restructuring charges12  
Net income (loss) from unconsolidated investees
8 (23)
Operating lease asset impairments13  
Other reconciling items included in net income22 7 
Net change in operating assets and liabilities, net of effects of acquisitions:
Receivables, net75 (69)
Other assets25 41 
Accounts payable and accrued expenses110 27 
Section 31 fees payable to SEC(224) 
Accrued personnel costs(28)(33)
Deferred revenue90 86 
Other liabilities(42)(11)
Net cash provided by operating activities1,279 1,212 
Cash flows from investing activities:
Purchases of securities(530)(263)
Proceeds from sales and redemptions of securities427 305 
Acquisition of businesses, net of cash and cash equivalents acquired (41)
Purchases of property and equipment(116)(118)
Investments related to default funds and margin deposits, net(1)
64 44 
Other investing activities(3)48 
Net cash used in investing activities(158)(25)
Cash flows from financing activities:
Repayments of commercial paper, net(662)(221)
Repayments of debt and credit commitment  (499)
Payment of debt extinguishment cost and bridge fees(25)(16)
Proceeds from issuances of debt, net of issuance costs5,011 541 
Repurchases of common stock(159)(308)
ASR agreement (325)
Dividends paid(314)(285)
Proceeds received from employee stock activity and other issuances18 16 
Payments related to employee shares withheld for taxes(70)(73)
Default funds and margin deposits(779)5,446 
Other financing activities(1)(1)
Net cash provided by financing activities3,019 4,275 
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents(300)(1,724)
Net increase in cash and cash equivalents and restricted cash and cash equivalents3,840 3,738 
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$10,834 $9,234 
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents
Cash and cash equivalents$5,340 $301 
Restricted cash and cash equivalents25 51 
Restricted cash and cash equivalents (default funds and margin deposits)5,469 8,882 
Total$10,834 $9,234 
Supplemental Disclosure Cash Flow Information
Interest paid$89 $83 
Income taxes paid, net of refund$198 $204 
__________________________
(1)    Includes purchases and proceeds from sales and redemptions related to the default funds and margin deposits of our clearing operations. For further information, see "Default Fund Contributions and Margin Deposits," within Note 14, "Clearing Operations."
See accompanying notes to condensed consolidated financial statements.
5


Nasdaq, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. ORGANIZATION AND NATURE OF OPERATIONS
Nasdaq is a global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence.
In September 2022, 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. In June 2023, we entered into an agreement to sell our European energy trading and clearing business, subject to regulatory approval. Beginning in the third quarter of 2023, 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.
Our transaction-based platforms provide market participants with the ability to access, process, display and integrate orders and quotes. The platforms allow the routing and execution of buy and sell orders as well as the reporting of transactions, providing fee-based revenues.
Our 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. As noted above, we entered into an agreement to sell our European energy trading and clearing business in June 2023. Beginning in the third quarter of 2023, certain data revenues from this business that were previously included in our Capital Access Platforms segment are reflected in Other Revenues in the Condensed Consolidated Statements of Income for all periods, and in our Corporate segment for our segment disclosures.
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 September 30, 2023, there were 4,086 total listings on The Nasdaq Stock Market, including 570 ETPs. The combined market capitalization was approximately $23.8 trillion. In Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 1,236 listed companies with a combined market capitalization of approximately $1.8 trillion.
6


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 September 30, 2023, 393 ETPs listed on 26 exchanges in over 20 countries tracked a Nasdaq index and accounted for $411 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 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.
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. This 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, as well as 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.
Subsequent Events
We have evaluated subsequent events through the issuance date of this Quarterly Report on Form 10-Q. See Note 4, “Acquisitions,” for further discussion.
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 and nine months ended September 30, 2023 and 2022:
Three Months Ended September 30,
 20232022
 (in millions)
Market Platforms
Trading Services, net$236 $239 
Marketplace Technology145 140 
Capital Access Platforms
Data & Listing Services188 179 
Index144 125 
Workflow & Insights124 118 
Anti-Financial Crime93 77 
Other revenues10 12 
Revenues less transaction-based expenses$940 $890 
Nine Months Ended September 30,
20232022
(in millions)
Market Platforms
Trading Services, net$739 $743 
Marketplace Technology435 409 
Capital Access Platforms
Data & Listing Services559 545 
Index383 370 
Workflow & Insights367 347 
Anti-Financial Crime265 224 
Other revenues30 37 
Revenues less transaction-based expenses$2,778 $2,675 
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 September 30, 2023 and 2022. For the three months ended September 30, 2023 and 2022 approximately 92.5% and 92.0%, respectively, of Trading Services revenues were recognized at a point in time and 7.5% and 8.0%, respectively, were recognized over time. For the nine months ended September 30, 2023 and 2022 approximately 92.9% and 93.3%, respectively, of Trading Services revenues were recognized at a point in time and 7.1% 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 $13 million as of September 30, 2023 and $15 million as of December 31, 2022. There were no material upward or downward adjustments to the allowance during the nine months ended September 30, 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 September 30, 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 September 30, 2023:
Market TechnologyAnti-Financial CrimeWorkflow & InsightsTotal
(in millions)
Remainder of 2023$46 $105 $43 $194 
2024167 379 134 680 
2025139 180 76 395 
2026101 68 32 201 
202770 17 22 109 
2028+110 8 11 129 
Total$633 $757 $318 $1,708 
8


4. ACQUISITIONS
2023 Acquisition
In June 2023, we entered into a definitive agreement to acquire Adenza Holdings, Inc., or Adenza, a provider of mission-critical risk management and regulatory software to the financial services industry, for $5.75 billion in cash 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 $5.0 billion of debt and entered into a $600 million term loan and will use the proceeds for the cash portion of the consideration. See “Senior Unsecured Notes” and “Acquisition Term Loan Agreement” in “Financing of the Adenza Transaction” of Note 8, “Debt Obligations,” for further discussion.
On November 1, 2023, we completed the acquisition of Adenza. Immediately following the closing of the transaction, 85.6 million shares of Nasdaq common stock, at a closing price of $48.71 per share, 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.”
Due to the abbreviated timing between the November 1, 2023 acquisition date and the filing of this Form 10-Q, as well as the size and complexity of this transaction, the accounting for the business combination is not yet complete. We are in the process of determining the fair values of intangible and tangible assets acquired and liabilities assumed, including review of third-party valuations. Accordingly, we are not able to provide the preliminary allocation of consideration paid to the assets acquired and liabilities assumed. Further, the supplemental pro forma revenue and earnings of the combined entity are predicated on the completion of the business combination accounting and allocation of consideration paid.
2022 Acquisition
In June 2022, we acquired Metrio, a provider of ESG data collection, analytics and reporting services based in Montreal, Canada. Metrio is part of our Workflow & Insights business in our Capital Access Platforms segment.
Pro Forma Results and Acquisition-Related Costs
The condensed consolidated financial statements for the three and nine months ended September 30, 2023 include the financial results of the 2022 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 transactions described above were expensed as incurred and are included in merger and strategic initiatives expense in the Condensed Consolidated Statements of Income. For the three and nine months ended September 30, 2023 these costs primarily related to our planned acquisition of Adenza. For the three and nine months ended September 30, 2023, these costs mainly included consulting and legal fees. For the nine months ended September 30, 2023, these costs also included fees for the transaction bridge financing, which was subsequently terminated. We expect to incur customary costs related to transaction advisors, including advisors for the Adenza transaction, which will be included in merger and strategic initiatives expense in the Condensed Consolidated Statements of Income in the fourth quarter of 2023.
5. GOODWILL AND ACQUIRED INTANGIBLE ASSETS
Goodwill
The following table presents the changes in goodwill by business segment during the nine months ended September 30, 2023:
(in millions)
Market Platforms
Balance at December 31, 2022$2,912 
Foreign currency translation adjustments(67)
Balance at September 30, 2023$2,845 
Capital Access Platforms
Balance at December 31, 2022$4,178 
Foreign currency translation adjustments(40)
Balance at September 30, 2023$4,138 
Anti-Financial Crime
Balance at December 31, 2022$1,009 
Foreign currency translation adjustments(4)
Balance at September 30, 2023$1,005 
Total
Balance at December 31, 2022$8,099 
Foreign currency translation adjustments(111)
Balance at September 30, 2023$7,988 
Goodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We test goodwill for impairment at the reporting unit level annually, or in interim periods if certain events occur indicating that the carrying amount may be impaired, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. There was no impairment of goodwill for the three and nine months ended September 30, 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.
9


Acquired Intangible Assets
The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived:
September 30, 2023December 31, 2022
Finite-Lived Intangible Assets(in millions)
Gross Amount
Technology$304 $304 
Customer relationships2,005 2,005 
Trade names and other57 60 
Foreign currency translation adjustment(227)(209)
Total gross amount$2,139 $2,160 
Accumulated Amortization
Technology$(131)$(97)
Customer relationships(859)(778)
Trade names and other(17)(17)
Foreign currency translation adjustment137 120 
Total accumulated amortization$(870)$(772)
Net Amount
Technology$173 $207 
Customer relationships1,146 1,227 
Trade names and other40 43 
Foreign currency translation adjustment(90)(89)
Total finite-lived intangible assets$1,269 $1,388 
Indefinite-Lived Intangible Assets
Exchange and clearing registrations$1,257 $1,257 
Trade names121 121 
Licenses52 52 
Foreign currency translation adjustment(253)(237)
Total indefinite-lived intangible assets$1,177 $1,193 
Total intangible assets, net$2,446 $2,581 
There was no impairment of indefinite-lived intangible assets for the three and nine months ended September 30, 2023 and 2022.
The following table presents our amortization expense for acquired finite-lived intangible assets:
Three Months Ended September 30,
20232022
(in millions)
Amortization expense$37 $38 
Nine Months Ended September 30,
20232022
(in millions)
Amortization expense$112 $116 
The table below presents the estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $90 million as of September 30, 2023) of acquired finite-lived intangible assets as of September 30, 2023:
(in millions)
Remainder of 2023$41 
2024153 
2025151 
2026148 
2027147 
2028+719 
Total$1,359 
6. INVESTMENTS
The following table presents the details of our investments:
September 30, 2023December 31, 2022
(in millions)
Financial investments
$272 $181 
Equity method investments378 390 
Equity securities76 86 
Financial Investments
Financial investments are comprised of trading securities, primarily highly rated European government debt securities, of which $150 million as of September 30, 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 September 30, 2023 and 2022, our equity method investments primarily included our 40.0% equity interest in OCC.
The carrying amounts of our equity method investments are included in other non-current assets in the Condensed Consolidated Balance Sheets. No impairments were recorded for the three and nine months ended September 30, 2023 and 2022.
10


Net income (loss) recognized from our equity interest in the earnings and losses of these equity method investments, primarily OCC and Nasdaq Private Market, LLC or NPM, was $(12) million and $8 million for the three months ended September 30, 2023 and 2022, respectively, and $(8) million and $23 million for the nine months ended September 30, 2023 and 2022, 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 and nine months ended September 30, 2023 and 2022. As of September 30, 2023 and December 31, 2022, our equity securities primarily represent various strategic investments made through our corporate venture program.
7. DEFERRED REVENUE
Deferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the nine months ended September 30, 2023 are reflected in the following table: 
 
Balance at December 31, 2022
AdditionsRevenue RecognizedAdjustmentsBalance at September 30, 2023
(in millions)
Market Platforms:
Market Technology$29 $25 $(26)$(1)$27 
Capital Access Platforms:
Initial Listings116 15 (30)(1)100 
Annual Listings2 92 (1)(1)92 
Workflow & Insights172 162 (152) 182 
Anti-Financial Crime108 102 (100) 110 
Other21 11 (9)(1)22 
Total$448 $407 $(318)$(4)$533 
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 September 30, 2023, we estimate that our deferred revenue will be recognized in the following years:
Fiscal year ended:
202320242025202620272028+Total
(in millions)
Market Platforms:
Market Technology $12 $11 $2 $1 $1 $ $27 
Capital Access Platforms:
Initial Listings10 34 24 19 10 3 100 
Annual Listings92      92 
Workflow & Insights84 98     182 
Anti-Financial Crime51 59     110 
Other6 9 5 2   22 
Total$255 $211 $31 $22 $11 $3 $533 
In the above table, the amounts shown under the column for 2023 represent the remaining three months of 2023.
The timing of recognition of deferred revenue related to certain market technology contracts represents our best estimates as the recognition is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing market technology contracts.
11


8. DEBT OBLIGATIONS
The following table presents the carrying amounts of our debt outstanding, net of unamortized debt issuance costs:
September 30, 2023December 31, 2022
(in millions)
Short-term debt:
Commercial paper$ $664 
Long-term debt - senior unsecured notes:
2025 Notes, $500 million, 5.650% notes due June 28, 2025
497  
2026 Notes, $500 million, 3.850% notes due June 30, 2026
499 498 
2028 Notes, $1 billion, 5.350% notes
  due June 28, 2028
991  
2029 Notes, €600 million, 1.75% notes due March 28, 2029
630 637 
2030 Notes, €600 million, 0.875% notes due February 13, 2030
630 637 
2031 Notes, $650 million, 1.650% notes due January 15, 2031
644 644 
2032 Notes, €750 million, 4.500% notes due February 15, 2032
784  
2033 Notes, €615 million, 0.900% notes due July 30, 2033
645 653 
2034 Notes $1.25 billion, 5.550% notes due February 15, 2034
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
487 486 
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  
2063 Notes, $750 million, 6.100% notes due June 28, 2063
738  
2022 Revolving Credit Agreement(4)(5)
Total long-term debt$9,703 $4,735 
Total debt obligations$9,703 $5,399 
Commercial Paper Program
Our U.S. dollar commercial paper program is supported by our 2022 Revolving Credit Agreement, which provides liquidity support for the repayment of commercial paper issued through this program. See “2022 Revolving Credit Agreement” 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 September 30, 2023, we had no outstanding borrowings under our commercial paper program. As of November 1, 2023, we had $200 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 September 30, 2023, the amounts in the table above reflect the aggregate principal amount, less the unamortized debt discount and the unamortized debt issuance costs, which are being accreted through interest expense over the life of the applicable notes. The accretion of these costs was $6 million for the nine months ended September 30, 2023. 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 nine months ended September 30, 2023, the impact of translation decreased the U.S. dollar value of our Euro denominated notes by $50 million.
12


Financing of the Adenza Transaction
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. During the third quarter of 2023, we incurred an additional $5 million in debt issuance costs, for total net proceeds from the issuance of the six series of notes of $5,011 million as of September 30, 2023. 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, “Acquisitions.”
Acquisition Term Loan Agreement
In June 2023, in connection with the financing of the Adenza acquisition, we entered into a term loan credit agreement, or the Acquisition Term Loan Agreement. The Acquisition Term Loan Agreement provides 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 Acquisition Term Loan Agreement, borrowings bear interest on the principal amount outstanding at a variable interest rate based on either the SOFR or the base rate (or other applicable rate with respect to non-dollar borrowings), plus an applicable margin that varies with Nasdaq's credit rating. As of September 30, 2023, no amounts were outstanding. 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.
Credit Facilities
2022 Revolving Credit Agreement
In December 2020, Nasdaq entered into the 2020 Credit Facility, which replaced a former credit facility and consists of a $1.25 billion five-year revolving credit facility (with sublimits for non-dollar borrowings, swingline borrowings and letters of credit). We amended and restated the 2020 Credit Facility in December 2022 with a new maturity date of December 16, 2027. Nasdaq intends to use funds available under the 2022 Revolving Credit Agreement 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 Agreement at any time in whole or in part, without penalty.
As of September 30, 2023, no amounts were outstanding on the 2022 Revolving Credit Agreement. 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 credit agreement), or other applicable rate with respect to non-dollar borrowings, plus an applicable margin that varies with Nasdaq’s debt rating. We are charged commitment fees of 0.100% to 0.250%, depending on our credit rating, whether or not amounts have been borrowed. These commitment fees are included in interest expense and were not material for the three and nine months ended September 30, 2023 and 2022.
The 2022 Revolving Credit Agreement 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 Agreement 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 $176 million as of September 30, 2023 and $184 million as of December 31, 2022 in available liquidity, none of which was utilized. Generally, these facilities each have a one-year term. The amounts borrowed under these various credit facilities bear interest on the principal amount outstanding at a variable interest rate based on a base rate (as defined in the applicable credit agreement), plus an applicable margin. We are charged commitment fees (as defined in the applicable credit agreement), whether or not amounts have been borrowed. These commitment fees are included in interest expense and were not material for the three and nine months ended September 30, 2023 and 2022.
These facilities include customary affirmative and negative operating covenants and events of default.
Debt Covenants
As of September 30, 2023, we were in compliance with the covenants of all of our debt obligations.
13


9. RETIREMENT PLANS
Defined Contribution Savings Plan
We sponsor a 401(k) plan, which is a voluntary defined contribution savings plan, for U.S. employees. Employees are immediately eligible to make contributions to the plan and are also eligible for an employer contribution match at an amount equal to 100.0% of the first 6.0% of eligible employee contributions. The following table presents the savings plan expense for the three and nine months ended September 30, 2023 and 2022, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income:
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
(in millions)
Savings Plan expense
$4 $4 $14 $13 
Pension and Supplemental Executive Retirement Plans
We maintain non-contributory, defined-benefit pension plans, non-qualified SERPs for certain senior executives and other post-retirement benefit plans for eligible employees in the U.S. Our pension plans and SERPs are frozen. Future service and salary for all participants do not count toward an accrual of benefits under the pension plans and SERPs. Most employees outside the U.S. are covered by local retirement plans or by applicable social laws. Benefits under social laws are generally expensed in the periods in which the costs are incurred. The following table presents the total expense for these plans for the three and nine months ended September 30, 2023 and 2022, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income:
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
(in millions)
Retirement Plans expense
$6 $6 $19 $18 
Nonqualified Deferred Compensation Plan
In June 2022, we established the Nasdaq, Inc. Deferred Compensation Plan, a nonqualified plan. This plan provides certain eligible employees with the opportunity to defer a portion of their annual salary and bonus up to certain approval limits. All deferrals and associated earnings are our general unsecured obligations and were immaterial for the three and nine months ended September 30, 2023.
10. SHARE-BASED COMPENSATION
We have a share-based compensation program for employees and non-employee directors. Share-based awards granted under this program include restricted stock (consisting of restricted stock units), PSUs and stock options. For accounting purposes, we consider PSUs to be a form of restricted stock. Generally, annual employee awards are granted on April 1st of each year.
Summary of Share-Based Compensation Expense
The following table presents the total share-based compensation expense resulting from equity awards and the 15.0% discount for the ESPP for the three and nine months ended September 30, 2023 and 2022, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income: