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 | ||||||||
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
___________________________________
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: +1 212 401 8700
| No Changes | |||||||||||
| (Former name, former address and former fiscal year, if changed since last report) | |||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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.
| ☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at July 25, 2023 | ||||||||||
| Common Stock, $0.01 par value per share | 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)
| June 30, 2023 | December 31, 2022 | ||||||||||
| (unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash and cash equivalents | |||||||||||
Default funds and margin deposits (including restricted cash and cash equivalents of $ | |||||||||||
| Financial investments | |||||||||||
| Receivables, net | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Operating lease assets | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued expenses | $ | $ | |||||||||
| Section 31 fees payable to SEC | |||||||||||
| Accrued personnel costs | |||||||||||
| Deferred revenue | |||||||||||
| Other current liabilities | |||||||||||
| Default funds and margin deposits | |||||||||||
| Short-term debt | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred tax liabilities, net | |||||||||||
| Operating lease liabilities | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Equity | |||||||||||
| Nasdaq stockholders’ equity: | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
Common stock in treasury, at cost: | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Total Nasdaq stockholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
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 June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Market Platforms | $ | $ | $ | $ | |||||||||||||||||||
| Capital Access Platforms | |||||||||||||||||||||||
| Anti-Financial Crime | |||||||||||||||||||||||
| Other revenues | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Transaction-based expenses: | |||||||||||||||||||||||
| Transaction rebates | ( | ( | ( | ( | |||||||||||||||||||
| Brokerage, clearance and exchange fees | ( | ( | ( | ( | |||||||||||||||||||
| Revenues less transaction-based expenses | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Compensation and benefits | |||||||||||||||||||||||
| Professional and contract services | |||||||||||||||||||||||
| Computer operations and data communications | |||||||||||||||||||||||
| Occupancy | |||||||||||||||||||||||
| General, administrative and other | |||||||||||||||||||||||
| Marketing and advertising | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Regulatory | |||||||||||||||||||||||
| Merger and strategic initiatives | |||||||||||||||||||||||
| Restructuring charges | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other income (loss) | ( | ( | |||||||||||||||||||||
| Net income (loss) from unconsolidated investees | ( | ||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax provision | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Net loss attributable to noncontrolling interests | |||||||||||||||||||||||
| Net income attributable to Nasdaq | $ | $ | $ | $ | |||||||||||||||||||
| Per share information: | |||||||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Cash dividends declared per common share | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
2
Nasdaq, Inc.
Condensed Consolidated Statements of Comprehensive Income
(unaudited)
(in millions)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive loss: | |||||||||||||||||||||||
| Foreign currency translation losses | ( | ( | ( | ( | |||||||||||||||||||
Income tax benefit (expense)(1) | ( | ( | |||||||||||||||||||||
| Foreign currency translation, net | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
| Comprehensive loss attributable to noncontrolling interests | |||||||||||||||||||||||
| Comprehensive income attributable to Nasdaq | $ | $ | $ | $ | |||||||||||||||||||
____________
(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 June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||||||||||||||||
| Shares | $ | Shares | $ | Shares | $ | Shares | $ | ||||||||||||||||||||||||||||||||||||||||
| Common stock | |||||||||||||||||||||||||||||||||||||||||||||||
| Additional paid-in capital | |||||||||||||||||||||||||||||||||||||||||||||||
| Beginning balance | |||||||||||||||||||||||||||||||||||||||||||||||
| Share repurchase program | — | — | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
ASR agreement | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||
| Other issuances of common stock, net | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Ending balance | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock in treasury, at cost | |||||||||||||||||||||||||||||||||||||||||||||||
| Beginning balance | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Other employee stock activity | ( | ( | — | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Ending balance | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Accumulated other comprehensive loss | |||||||||||||||||||||||||||||||||||||||||||||||
| Beginning balance | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Ending balance | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Retained earnings | |||||||||||||||||||||||||||||||||||||||||||||||
| Beginning balance | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to Nasdaq | |||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends declared per common share | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Ending balance | |||||||||||||||||||||||||||||||||||||||||||||||
| Total Nasdaq stockholders’ equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Noncontrolling interests | |||||||||||||||||||||||||||||||||||||||||||||||
| Beginning balance | |||||||||||||||||||||||||||||||||||||||||||||||
Net activity related to noncontrolling interests | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Ending balance | |||||||||||||||||||||||||||||||||||||||||||||||
| Total Equity | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
4
Nasdaq, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(in millions)
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Share-based compensation | |||||||||||
| Deferred income taxes | |||||||||||
| Extinguishment of debt and bridge fees | |||||||||||
| Non-cash restructuring charges | |||||||||||
| Net income from unconsolidated investees | ( | ( | |||||||||
| Operating lease asset impairments | |||||||||||
| Other reconciling items included in net income | |||||||||||
| Net change in operating assets and liabilities, net of effects of acquisitions: | |||||||||||
| Receivables, net | ( | ||||||||||
| Other assets | |||||||||||
| Accounts payable and accrued expenses | |||||||||||
| Section 31 fees payable to SEC | ( | ||||||||||
| Accrued personnel costs | ( | ( | |||||||||
| Deferred revenue | |||||||||||
| Other liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of securities | ( | ( | |||||||||
| Proceeds from sales and redemptions of securities | |||||||||||
| Acquisition of businesses, net of cash and cash equivalents acquired | ( | ||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
Investments related to default funds and margin deposits, net(1) | ( | ( | |||||||||
| Other investing activities | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Repayments of commercial paper, net | ( | ( | |||||||||
| Repayments of debt and credit commitment | ( | ||||||||||
| Payment of debt extinguishment cost and bridge fees | ( | ( | |||||||||
| Proceeds from issuances of debt, net of issuance costs | |||||||||||
| Repurchases of common stock | ( | ( | |||||||||
| ASR agreement | ( | ||||||||||
| Dividends paid | ( | ( | |||||||||
| Proceeds received from employee stock activity and other issuances | |||||||||||
| Payments related to employee shares withheld for taxes | ( | ( | |||||||||
| Default funds and margin deposits | |||||||||||
| Other financing activities | ( | ||||||||||
| Net cash provided by financing activities | |||||||||||
| Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | ( | ( | |||||||||
| Net increase in cash and cash equivalents and restricted cash and cash equivalents | |||||||||||
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents, restricted cash and cash equivalents at end of period | $ | $ | |||||||||
| Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash and cash equivalents | |||||||||||
| Restricted cash and cash equivalents (default funds and margin deposits) | |||||||||||
| Total | $ | $ | |||||||||
| Supplemental Disclosure Cash Flow Information | |||||||||||
| Interest paid | $ | $ | |||||||||
| Income taxes paid, net of refund | $ | $ | |||||||||
(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, we will reflect revenues from this business 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 Trading Services business also includes our carbon removal offering through Puro.earth, a Finnish-based leading carbon crediting platform, in which Nasdaq holds a majority stake.
Our Marketplace Technology business includes our trade management services and our market technology businesses.
Trade management services provides market participants with a wide variety of alternatives for connecting to and accessing our markets for a fee. Our marketplaces may be accessed via a number of different protocols used for quoting, order entry, trade reporting and connectivity to various data feeds. We also provide colocation services to market participants, whereby we offer firms cabinet space and power to house their own equipment and servers within our data centers. Additionally, we offer a number of wireless connectivity offerings between select data centers using millimeter wave and microwave technology. In June 2022, we completed the wind-down of our Nordic broker services business.
Our market technology business is a leading global technology solutions provider and partner to exchanges, clearing organizations, central securities depositories, regulators, banks, brokers, buy-side firms and corporate businesses. Our solutions are utilized by leading markets in the U.S., Europe and Asia as well as emerging markets in the Middle East, Latin America, and Africa.
Capital Access Platforms
Our Capital Access Platforms segment includes our Data & Listing Services, Index and Workflow & Insights businesses.
Our Data business sells and distributes historical and real-time market data to the sell-side, the institutional investing community, retail online brokers, proprietary trading firms and other venues, as well as internet portals and data distributors. Our data products can enhance transparency of market activity within our exchanges and provide critical information to professional and non-professional investors globally. Additionally, our Nasdaq Cloud Data Service provides a flexible and efficient method of delivery for real-time exchange data and other financial information.
Our Listing Services business operates in the U.S. and Europe on a variety of listing platforms around the world to provide multiple global capital raising solutions for public companies. Our main listing markets are The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges. Through Nasdaq First North, our Nordic and Baltic operations also offer alternative marketplaces for smaller companies and growth companies.
As of June 30, 2023, there were 4,106 total listings on The Nasdaq Stock Market, including 547 ETPs. The combined market capitalization was approximately $24.6 trillion. In Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 1,249 listed companies with a combined market capitalization of approximately $1.9 trillion.
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Our Index business develops and licenses Nasdaq-branded indexes and financial products. We also license cash-settled options, futures and options on futures on our indexes. As of June 30, 2023, 386 ETPs listed on 26 exchanges in over 20 countries tracked a Nasdaq index and accounted for $418 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. We are integrating Metrio’s SaaS platform into our suite of ESG solutions.
Anti-Financial Crime
Our Anti-Financial Crime segment provides cloud-based anti-financial crime management solutions to help financial institutions detect, investigate, and report money laundering and financial fraud. 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 accompanying condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results. These adjustments are of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation.
As permitted under U.S. GAAP, certain footnotes or other financial information can be condensed or omitted in the interim condensed consolidated financial statements. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in Nasdaq’s Form 10-K. The year-end condensed balance sheet data was derived from the audited financial statements, but does not include all disclosures required by U.S. GAAP.
Accounting Estimates
In preparing our condensed consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on our revenue, operating income and net income, as well as on the value of certain assets and liabilities in our Condensed Consolidated Balance Sheets. At least quarterly, we evaluate our assumptions, judgments and estimates, and make changes as deemed necessary.
Stock Split Effected in the Form of a Stock Dividend
On August 26, 2022, we effected a 3 -for-1 stock split of the Company's common stock in the form of a stock dividend to shareholders of record as of August 12, 2022. The par value per share of our common stock remains $0.01 per share. All references made with respect to a number of shares or per share amounts throughout this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the stock split.
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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 six months ended June 30, 2023 and 2022:
| Three Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Market Platforms | |||||||||||
| Trading Services, net | $ | $ | |||||||||
| Marketplace Technology | |||||||||||
| Capital Access Platforms | |||||||||||
| Data & Listing Services | |||||||||||
| Index | |||||||||||
| Workflow & Insights | |||||||||||
| Anti-Financial Crime | |||||||||||
| Other revenues | |||||||||||
| Revenues less transaction-based expenses | $ | $ | |||||||||
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Market Platforms | |||||||||||
| Trading Services, net | $ | $ | |||||||||
| Marketplace Technology | |||||||||||
| Capital Access Platforms | |||||||||||
| Data & Listing Services | |||||||||||
| Index | |||||||||||
| Workflow & Insights | |||||||||||
| Anti-Financial Crime | |||||||||||
| Other revenues | |||||||||||
| Revenues less transaction-based expenses | $ | $ | |||||||||
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 and six months ended June 30, 2023 and 2022. For the three and six months ended June 30, 2023 and 2022 approximately 92.9 93.8 7.1 6.2
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 $12 million as of June 30, 2023 and $15 million as of December 31, 2022. There were no material upward or downward adjustments to the allowance during the six months ended June 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 June 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 June 30, 2023:
| Market Technology | Anti-Financial Crime | Workflow & Insights | Total | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Remainder of 2023 | $ | $ | $ | $ | |||||||||||||||||||
| 2024 | |||||||||||||||||||||||
| 2025 | |||||||||||||||||||||||
| 2026 | |||||||||||||||||||||||
| 2027 | |||||||||||||||||||||||
| 2028+ | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
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4. ACQUISITIONS
2023 Announced 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 $10.5 billion, comprised of $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 “Financing of the Adenza Transaction” and “Acquisition Term Loan Agreement” of Note 8, “Debt Obligations,” for further discussion.
At the closing of the transaction, Nasdaq will issue the shares to Thoma Bravo, the sole shareholder of Adenza. These shares will represent approximately 14.9 % of the outstanding shares of Nasdaq as of the date of the merger agreement. As previously announced, at the closing of the transaction, Nasdaq and Thoma Bravo will enter into a stockholders' agreement providing for certain post-closing governance arrangements with respect to the Nasdaq shares to be received by Thoma Bravo in the transaction. For further discussion on the rights of common stockholders refer to “Common Stock” of Note 11, “Nasdaq Stockholders' Equity.” The closing of this transaction is subject to regulatory approvals and other customary closing conditions.
2022 Acquisition
In June 2022, we acquired Metrio, a provider of ESG data collection, analytics and reporting services based in Montreal, Canada. We are integrating Metrio’s SaaS platform into our suite of ESG solutions. 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 six months ended June 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 six months ended June 30, 2023 these costs primarily related to our planned acquisition of Adenza and mainly included fees for the transaction bridge financing, which was subsequently terminated, consulting and legal fees. Subject to the closing of the Adenza acquisition we expect to incur customary costs related to transaction advisors which will be included in merger and strategic initiatives expense in the Condensed Consolidated Statements of Income.
5. GOODWILL AND ACQUIRED INTANGIBLE ASSETS
Goodwill
The following table presents the changes in goodwill by business segment during the six months ended June 30, 2023:
| (in millions) | |||||
| Market Platforms | |||||
| Balance at December 31, 2022 | $ | ||||
| Foreign currency translation adjustments | ( | ||||
| Balance at June 30, 2023 | $ | ||||
| Capital Access Platforms | |||||
| Balance at December 31, 2022 | $ | ||||
| Foreign currency translation adjustments | ( | ||||
| Balance at June 30, 2023 | $ | ||||
| Anti-Financial Crime | |||||
| Balance at December 31, 2022 | $ | ||||
| Foreign currency translation adjustments | ( | ||||
| Balance at June 30, 2023 | $ | ||||
| Total | |||||
| Balance at December 31, 2022 | $ | ||||
| Foreign currency translation adjustments | ( | ||||
| Balance at June 30, 2023 | $ | ||||
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
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Acquired Intangible Assets
The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived:
| June 30, 2023 | December 31, 2022 | ||||||||||
| Finite-Lived Intangible Assets | (in millions) | ||||||||||
| Gross Amount | |||||||||||
| Technology | $ | $ | |||||||||
| Customer relationships | |||||||||||
| Trade names and other | |||||||||||
| Foreign currency translation adjustment | ( | ( | |||||||||
| Total gross amount | $ | $ | |||||||||
| Accumulated Amortization | |||||||||||
| Technology | $ | ( | $ | ( | |||||||
| Customer relationships | ( | ( | |||||||||
| Trade names and other | ( | ( | |||||||||
| Foreign currency translation adjustment | |||||||||||
| Total accumulated amortization | $ | ( | $ | ( | |||||||
| Net Amount | |||||||||||
| Technology | $ | $ | |||||||||
| Customer relationships | |||||||||||
| Trade names and other | |||||||||||
| Foreign currency translation adjustment | ( | ( | |||||||||
| Total finite-lived intangible assets | $ | $ | |||||||||
| Indefinite-Lived Intangible Assets | |||||||||||
| Exchange and clearing registrations | $ | $ | |||||||||
| Trade names | |||||||||||
| Licenses | |||||||||||
| Foreign currency translation adjustment | ( | ( | |||||||||
| Total indefinite-lived intangible assets | $ | $ | |||||||||
| Total intangible assets, net | $ | $ | |||||||||
There was no
The following table presents our amortization expense for acquired finite-lived intangible assets:
| Three Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Amortization expense | $ | $ | |||||||||
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Amortization expense | $ | $ | |||||||||
The table below presents the estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $89 million as of June 30, 2023) of acquired finite-lived intangible assets as of June 30, 2023:
| (in millions) | |||||
| Remainder of 2023 | $ | ||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| 2028+ | |||||
| Total | $ | ||||
6. INVESTMENTS
| June 30, 2023 | December 31, 2022 | ||||||||||
| (in millions) | |||||||||||
Financial investments | $ | $ | |||||||||
| Equity method investments | |||||||||||
| Equity securities | |||||||||||
Financial Investments
Financial investments are comprised of trading securities, primarily highly rated European government debt securities, of which $156 million as of June 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 June 30, 2023 and 2022, our equity method investments primarily included our 40.0
The carrying amounts of our equity method investments are included in other non-current assets in the Condensed Consolidated Balance Sheets. No
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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 $(11 ) million and $9 million for the three months ended June 30, 2023 and 2022, respectively, and $3 million and $15 million for the six months ended June 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 six months ended June 30, 2023 and 2022. As of June 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 six months ended June 30, 2023 are reflected in the following table:
Balance at December 31, 2022 | Additions | Revenue Recognized | Adjustments | Balance at June 30, 2023 | |||||||||||||
| (in millions) | |||||||||||||||||
| Market Platforms: | |||||||||||||||||
| Market Technology | $ | $ | $ | ( | $ | ( | $ | ||||||||||
| Capital Access Platforms: | |||||||||||||||||
| Initial Listings | ( | ||||||||||||||||
| Annual Listings | ( | ( | |||||||||||||||
| Workflow & Insights | ( | ||||||||||||||||
| Anti-Financial Crime | ( | ||||||||||||||||
| Other | ( | ||||||||||||||||
| Total | $ | $ | $ | ( | $ | ( | $ | ||||||||||
In the above table:
•Additions primarily reflect deferred revenue billed in the current period, net of recognition.
•Revenue recognized includes revenue recognized during the current period that was included in the beginning balance.
•Adjustments reflect foreign currency translation adjustments.
As of June 30, 2023, we estimate that our deferred revenue will be recognized in the following years:
Fiscal year ended: | 2023 | 2024 | 2025 | 2026 | 2027 | 2028+ | Total | ||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Market Platforms: | |||||||||||||||||||||||
| Market Technology | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||
| Capital Access Platforms: | |||||||||||||||||||||||
| Initial Listings | |||||||||||||||||||||||
| Annual Listings | |||||||||||||||||||||||
| Workflow & Insights | |||||||||||||||||||||||
| Anti-Financial Crime | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||
In the above table, the amounts shown under the column for 2023 represent the remaining six months of 2023.
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8. DEBT OBLIGATIONS
The following table presents the carrying amounts of our debt outstanding, net of unamortized debt issuance costs:
| June 30, 2023 | December 31, 2022 | ||||||||||
| (in millions) | |||||||||||
| Short-term debt: | |||||||||||
| Commercial paper | $ | $ | |||||||||
| Long-term debt - senior unsecured notes: | |||||||||||
2025 Notes, $ | |||||||||||
2026 Notes, $ | |||||||||||
2028 Notes, $ due June 28, 2028 | |||||||||||
2029 Notes, € | |||||||||||
2030 Notes, € | |||||||||||
2031 Notes, $ | |||||||||||
2032 Notes, € | |||||||||||
2033 Notes, € | |||||||||||
2034 Notes $ | |||||||||||
2040 Notes, $ | |||||||||||
2050 Notes, $ | |||||||||||
2052 Notes, $ | |||||||||||
2053 Notes, $ | |||||||||||
2063 Notes, $ | |||||||||||
| 2022 Revolving Credit Agreement | ( | ( | |||||||||
| Total long-term debt | $ | $ | |||||||||
| Total debt obligations | $ | $ | |||||||||
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 June 30, 2023, commercial paper notes in the table above reflect the aggregate principal amount, less the unamortized discount, which is being accreted through interest expense over the life of the applicable notes. The original maturities of these notes range from 70 days to 91 days and as of June 30, 2023, the weighted-average maturity is 16 days with a weighted-average effective interest rate of 5.28 % per annum.
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 June 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 is immaterial for the six months ended June 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. As of June 30, 2023, the impact of the translation of our Euro denominated notes was $39 million.
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Financing of the Adenza Transaction
Senior Unsecured Notes
In June 2023, Nasdaq issued a series of six notes for total proceeds of $5,016 million, net of debt issuance costs, with various maturity dates ranging from 2025 to 2063. The net proceeds from these notes will be used to finance the majority of the cash consideration due in connection with the Adenza acquisition. The notes issued in connection with the Adenza financing (the 2025 Notes, 2028 Notes, the 2032 Notes, the 2034 Notes, the 2053 Notes and the 2063 Notes) are subject to a special mandatory redemption feature pursuant to which we will be required to redeem all of the outstanding notes at a redemption price equal to 101 % of the aggregate principal amount of all the notes, plus accrued and unpaid interest, in the event that either Nasdaq notifies the trustee in respect of such notes that Nasdaq will no longer pursue the Adenza acquisition or that the closing of the Adenza acquisition does not occur on or before the later of (i) the date that is five business days after September 10, 2024 and (ii) the date that is five business days after any later date to which the seller and Nasdaq mutually agree to extend. For further discussion of the Adenza acquisition, see “2023 Announced 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 June 30, 2023, no amounts were outstanding.
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 June 30, 2023, no amounts were outstanding on the 2022 Revolving Credit Agreement. The $(5 ) 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 six months ended June 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 $178 million as of June 30, 2023 and $184 million as of December 31, 2022 in available liquidity, none one-year term. The amounts borrowed under these various credit facilities bear interest on the principal amount outstanding at a variable interest rate based on a base rate (as defined in the applicable credit agreement), plus an applicable margin. We are charged commitment fees (as defined in the applicable credit agreement), whether or not amounts have been borrowed. These commitment fees are included in interest expense and were not material for the three and six months ended June 30, 2023 and 2022.
These facilities include customary affirmative and negative operating covenants and events of default.
Debt Covenants
As of June 30, 2023, we were in compliance with the covenants of all of our debt obligations.
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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 6.0 The following table presents the savings plan expense for the three and six months ended June 30, 2023 and 2022, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
Savings Plan expense | $ | $ | $ | $ | |||||||||||||||||||
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 six months ended June 30, 2023 and 2022, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
Retirement Plans expense | $ | $ | $ | $ | |||||||||||||||||||
Nonqualified Deferred Compensation Plan
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
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Share-based compensation expense before income taxes | $ | $ | $ | $ | |||||||||||||||||||
Common Shares Available Under Our Equity Plan
As of June 30, 2023, we had approximately 24.7 million shares of common stock authorized for future issuance under our Equity Plan.
Restricted Stock
We grant restricted stock to most employees. The grant date fair value of restricted stock awards is based on the closing stock price at the date of grant less the present value of future cash dividends. Restricted stock awards granted to employees below the manager level generally vest 33 % on the first anniversary of the grant date, 33 % on the second anniversary of the grant date, and the remainder on the third anniversary of the grant date. Restricted stock awards granted to employees at or above the manager level generally vest 33 % on the second anniversary of the grant date, 33 % on the third anniversary of the grant date, and the remainder on the fourth anniversary of the grant date.
Summary of Restricted Stock Activity
The following table summarizes our restricted stock activity for the six months ended June 30, 2023:
| Restricted Stock | |||||||||||
| Number of Awards | Weighted-Average Grant Date Fair Value | ||||||||||
| Unvested at December 31, 2022 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Unvested at June 30, 2023 | $ | ||||||||||
As of June 30, 2023, $144 million of total unrecognized compensation cost related to restricted stock is expected to be recognized over a weighted-average period of 1.9 years.
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PSUs
We grant three-year PSUs to certain eligible employees. PSUs are based on performance measures that impact the amount of shares that each recipient will receive upon vesting. Each eligible individual receives PSUs, subject to the satisfaction of applicable market performance conditions, with a three-year cumulative performance period that vest at the end of the performance period and which settle in shares of our common stock. Compensation cost is recognized over the three-year performance period, taking into account an estimated forfeiture rate, regardless of whether the market condition is satisfied, provided that the requisite service period has been completed. Performance will be determined by comparing Nasdaq’s TSR to two peer groups, each weighted 50.0 %. The first peer group consists of exchange companies, and the second peer group consists of all companies in the S&P 500. Nasdaq’s relative performance ranking against each of these groups will determine the final number of shares delivered to each individual under the program. The award issuance under this program will be between 0.0 % and 200.0 % of the number of PSUs granted and will be determined by Nasdaq’s overall performance against both peer groups. However, if Nasdaq’s TSR is negative for the three-year performance period, regardless of TSR ranking, the award issuance will not exceed 100.0 % of the number of PSUs granted. We estimate the fair value of PSUs granted under the three-year PSU program using the Monte Carlo simulation model, as these awards contain a market condition.
Grants of PSUs that were issued in 2020 with a three-year performance period exceeded the applicable performance parameters. As a result, an additional 764,748 units above the original target were granted in the first quarter of 2023 and were fully vested upon issuance.
The following weighted-average assumptions were used to determine the weighted-average fair values of the outstanding PSU awards granted under the three-year PSU program during the six months ended June 30, 2023 and 2022:
| Grant date | April 3, 2023 | April 1, 2022 | |||||||||
| Weighted-average risk-free interest rate | % | % | |||||||||
Expected volatility | % | % | |||||||||
| Weighted-average grant date share price | $ | $ | |||||||||
| Weighted-average fair value at grant date | $ | $ | |||||||||
In the table above, the risk-free interest rate for periods within the expected life of the award is based on the U.S. Treasury yield curve in effect at the time of grant; and we use historic volatility for PSU awards issued under the three-year PSU program, as implied volatility data could not be obtained for all the companies in the peer groups used for relative performance measurement within the program.
In addition, the annual dividend assumption utilized in the Monte Carlo simulation model is based on Nasdaq’s dividend yield at the date of grant.
Summary of PSU Activity
The following table summarizes our PSU activity for the six months ended June 30, 2023:
| PSUs | |||||||||||
| Number of Awards | Weighted-Average Grant Date Fair Value | ||||||||||
| Unvested at December 31, 2022 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Unvested at June 30, 2023 | $ | ||||||||||
In the table above, the granted amount also includes additional awards granted based on overachievement of performance parameters.
As of June 30, 2023, total unrecognized compensation cost related to the PSU program is $63 million and is expected to be recognized over a weighted-average period of 1.6 years.
Stock Options
We had no stock option activity for the six months ended June 30, 2023. A summary of our outstanding and exercisable stock options at June 30, 2023 is as follows:
Number of Stock Options | Weighted-Average Exercise Price | Weighted- Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in millions) | |||||||||||
| Outstanding at June 30, 2023 | $ | $ | ||||||||||||
| Exercisable at June 30, 2023 | $ | $ | ||||||||||||
As of June 30, 2023, the aggregate pre-tax intrinsic value of the outstanding and exercisable stock options in the above table was $22 million and represents the difference between our closing stock price on June 30, 2023 of $49.85 and the exercise price, times the number of shares that would have been received by the option holder had the option holder exercised the stock options on that date. This amount can change based on the fair market value of our common stock. As of June 30, 2022, 0.8 million outstanding stock options were exercisable and the weighted-average exercise price was $22.23 .
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ESPP
We have an ESPP under which approximately 11.7 million shares of our common stock were available for future issuance as of June 30, 2023. Under our ESPP, employees may purchase shares having a value not exceeding 10.0 % of their annual compensation, subject to applicable annual Internal Revenue Service limitations. We record compensation expense related to the 15.0 % discount that is given to our employees.
11. NASDAQ STOCKHOLDERS' EQUITY
Common Stock
As of June 30, 2023, 900,000,000 shares of our common stock were authorized, 514,060,903 shares were issued and 491,274,775 shares were outstanding. As of December 31, 2022, 900,000,000 shares of our common stock were authorized, 513,157,630 shares were issued and 491,592,491 shares were outstanding. The holders of common stock are entitled to one 5.0
Common Stock in Treasury, at Cost
We account for the purchase of treasury stock under the cost method with the shares of stock repurchased reflected as a reduction to Nasdaq stockholders’ equity and included in common stock in treasury, at cost in the Condensed Consolidated Balance Sheets. Shares repurchased under our share repurchase program are currently retired and canceled and are therefore not included in the common stock in treasury balance. If treasury shares are reissued, they are recorded at the average cost of the treasury shares acquired. We held 22,786,128 shares of common stock in treasury as of June 30, 2023 and 21,565,139 shares as of December 31, 2022, most of which are related to shares of our common stock withheld for the settlement of employee tax withholding obligations arising from the vesting of restricted stock and PSUs.
Share Repurchase Program
As of June 30, 2023, the remaining aggregate authorized amount under the existing share repurchase program was $491 million.
These repurchases may be made from time to time at prevailing market prices in open market purchases, privately-negotiated transactions, block purchase techniques, an accelerated share repurchase program or otherwise, as determined by our management. The repurchases are primarily funded from existing cash balances. The share repurchase program may be suspended, modified or discontinued at any time, and has no defined expiration date.
The following is a summary of our share repurchase activity, reported based on settlement date, for the six months ended June 30, 2023:
| Six Months Ended June 30, 2023 | ||||||||
| Number of shares of common stock repurchased | ||||||||
Average price paid per share | $ | |||||||
Total purchase price (in millions) | $ | |||||||
In the table above, the number of shares of common stock repurchased excludes an aggregate of 1,220,989 shares withheld upon the vesting of restricted stock and PSUs for the six months ended June 30, 2023.
As discussed above in “Common Stock in Treasury, at Cost,” shares repurchased under our share repurchase program are currently retired and cancelled.
Preferred Stock
Our certificate of incorporation authorizes the issuance of 30,000,000 0.01 no
Cash Dividends on Common Stock
During the first six months of 2023, our board of directors declared and paid the following cash dividends:
| Declaration Date | Dividend Per Common Share | Record Date | Total Amount Paid | Payment Date | ||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| January 24, 2023 | $ | March 17, 2023 | $ | March 31, 2023 | ||||||||||||||||||||||
| April 18, 2023 | June 16, 2023 | June 30, 2023 | ||||||||||||||||||||||||
| $ | ||||||||||||||||||||||||||
The total amount paid of $206 million was recorded in retained earnings within Nasdaq's stockholders' equity in the Condensed Consolidated Balance Sheets at June 30, 2023.
In July 2023, the board of directors approved a regular quarterly cash dividend of $0.22 per share on our outstanding common stock. The dividend is payable on September 29, 2023 to shareholders of record at the close of business on September 15, 2023. The estimated aggregate payment of this dividend is $108 million. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the board of directors.
The board of directors maintains a dividend policy with the intention to provide stockholders with regular and increasing dividends as earnings and cash flows increase.
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12. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:
| Three Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Numerator: | (in millions, except share and per share amounts) | ||||||||||
| Net income attributable to common shareholders | $ | $ | |||||||||
| Denominator: | |||||||||||
| Weighted-average common shares outstanding for basic earnings per share | |||||||||||
| Weighted-average effect of dilutive securities - Employee equity awards | |||||||||||
| Weighted-average common shares outstanding for diluted earnings per share | |||||||||||
| Basic and diluted earnings per share: | |||||||||||
| Basic earnings per share | $ | $ | |||||||||
| Diluted earnings per share | $ | $ | |||||||||
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Numerator: | (in millions, except share and per share amounts) | ||||||||||
| Net income attributable to common shareholders | $ | $ | |||||||||
| Denominator: | |||||||||||
| Weighted-average common shares outstanding for basic earnings per share | |||||||||||
| Weighted-average effect of dilutive securities - Employee equity awards | |||||||||||
| Weighted-average common shares outstanding for diluted earnings per share | |||||||||||
| Basic and diluted earnings per share: | |||||||||||
| Basic earnings per share | $ | $ | |||||||||
| Diluted earnings per share | $ | $ | |||||||||
13. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following tables present our financial assets and financial liabilities that were measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022.
| June 30, 2023 | |||||||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
(in millions) | |||||||||||||||||||||||
European government debt securities | $ | $ | $ | $ | |||||||||||||||||||
State-owned enterprises and municipal securities | |||||||||||||||||||||||
Swedish mortgage bonds | |||||||||||||||||||||||
Corporate debt securities | |||||||||||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2022 | |||||||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
(in millions) | |||||||||||||||||||||||
European government debt securities | $ | $ | $ | $ | |||||||||||||||||||
State-owned enterprises and municipal securities | |||||||||||||||||||||||
Swedish mortgage bonds | |||||||||||||||||||||||
Corporate debt securities | |||||||||||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | |||||||||||||||||||
Financial Instruments Not Measured at Fair Value on a Recurring Basis
Some of our financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate fair value due to their liquid or short-term nature. Such financial assets and financial liabilities include: cash and cash equivalents, restricted cash and cash equivalents, receivables, net, certain other current assets, accounts payable and accrued expenses, Section 31 fees payable to SEC, accrued personnel costs, commercial paper and certain other current liabilities.
Our investment in OCC is accounted for under the equity method of accounting. We have elected the measurement alternative for the majority of our equity securities, which primarily represent various strategic investments made through our corporate venture program. See “Equity Method Investments,” and “Equity Securities,” of Note 6, “Investments,” for further discussion.
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We also consider our debt obligations to be financial instruments. As of June 30, 2023, the majority of our debt obligations were fixed-rate obligations. We are exposed to changes in interest rates as a result of borrowings under our 2022 Revolving Credit Agreement, as the interest rates on this facility have a variable rate depending on the maturity of the borrowing and the implied underlying reference rate. As of June 30, 2023, we had no outstanding borrowings under our 2022 Revolving Credit Agreement. We are also exposed to changes in interest rates as a result of the amounts outstanding from the sale of commercial paper under our commercial paper program. As of June 30, 2023, we had $140 million outstanding under our commercial paper program. The fair value of our remaining debt obligations utilizing discounted cash flow analyses for our floating rate debt, and prevailing market rates for our fixed rate debt was $9.0 billion as of June 30, 2023 and $4.4 billion as of December 31, 2022. The discounted cash flow analyses are based on borrowing rates currently available to us for debt with similar terms and maturities. The fair value of our commercial paper as of June 30, 2023 approximated the carrying value since the rates of interest on this short-term debt approximated market rates. Our commercial paper and our fixed rate and floating rate debt are categorized as Level 2 in the fair value hierarchy.
For further discussion of our debt obligations, see Note 8, “Debt Obligations.”
Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis
Our non-financial assets, which include goodwill, intangible assets, and other long-lived assets, are not required to be carried at fair value on a recurring basis. Fair value measures of non-financial assets are primarily used in the impairment analysis of these assets. Any resulting asset impairment would require that the non-financial asset be recorded at its fair value. Nasdaq uses Level 3 inputs to measure the fair value of the above assets on a non-recurring basis. As of June 30, 2023 and December 31, 2022, there were no
14. CLEARING OPERATIONS
Nasdaq Clearing
Nasdaq Clearing is authorized and supervised under EMIR as a multi-asset clearinghouse by the SFSA. Such authorization is effective for all member states of the European Union and certain other non-member states that are part of the European Economic Area, including Norway. The clearinghouse acts as the CCP for exchange and OTC trades in equity derivatives, fixed income derivatives, resale and repurchase contracts, power derivatives, emission allowance derivatives, and seafood derivatives. In June 2023, we entered into an agreement to sell our European energy trading and clearing business, subject to regulatory approval.
Through our clearing operations in the financial markets, which include the resale and repurchase market, the commodities markets, and the seafood market, Nasdaq Clearing is the legal counterparty for, and guarantees the fulfillment of, each contract cleared. These contracts are not used by Nasdaq Clearing for the purpose of trading on its own behalf. As the legal counterparty of each transaction, Nasdaq Clearing bears the counterparty risk between the purchaser and seller in the contract. In its guarantor role, Nasdaq Clearing has precisely equal and offsetting claims to and from clearing members on opposite sides of each contract, standing as the CCP on every contract cleared. In accordance with the rules and regulations of Nasdaq Clearing, default fund and margin collateral requirements are calculated for each clearing member’s positions in accounts with the CCP. See “Default Fund Contributions and Margin Deposits” below for further discussion of Nasdaq Clearing’s default fund and margin requirements.
Nasdaq Clearing maintains three member sponsored default funds: one related to financial markets, one related to commodities markets and one related to the seafood market. Under this structure, Nasdaq Clearing and its clearing members must contribute to the total regulatory capital related to the clearing operations of Nasdaq Clearing. This structure applies an initial separation of default fund contributions for the financial, commodities and seafood markets in order to create a buffer for each market’s counterparty risks. See “Default Fund Contributions” below for further discussion of Nasdaq Clearing’s default fund. A power of assessment and a liability waterfall have also been implemented to further align risk between Nasdaq Clearing and its clearing members. See “Power of Assessment” and “Liability Waterfall” below for further discussion.
Default Fund Contributions and Margin Deposits
As of June 30, 2023, clearing member default fund contributions and margin deposits were as follows:
| June 30, 2023 | |||||||||||||||||
| Cash Contributions | Non-Cash Contributions | Total Contributions | |||||||||||||||
| (in millions) | |||||||||||||||||
| Default fund contributions | $ | $ | $ | ||||||||||||||
| Margin deposits | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
Of the total default fund contributions of $1,396 million, Nasdaq Clearing can utilize $1,284 million as capital resources in the event of a counterparty default. The remaining balance of $112 million pertains to member posted surplus balances.
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Our clearinghouse holds material amounts of clearing member cash deposits which are held or invested primarily to provide security of capital while minimizing credit, market and liquidity risks. While we seek to achieve a reasonable rate of return, we are primarily concerned with preservation of capital and managing the risks associated with these deposits.
Clearing member cash contributions are maintained in demand deposits held at central banks and large, highly rated financial institutions or secured through direct investments, primarily central bank certificates and highly rated European government debt securities with original maturities primarily one year or less, reverse repurchase agreements and multilateral development bank debt securities. Investments in reverse repurchase agreements range in maturity from 3 to 7 days and are secured with highly rated government securities and multilateral development banks. The carrying value of these securities approximates their fair value due to the short-term nature of the instruments and reverse repurchase agreements.
Nasdaq Clearing has invested the total cash contributions of $7,134 million as of June 30, 2023 and $7,021 million as of December 31, 2022, in accordance with its investment policy as follows:
| June 30, 2023 | December 31, 2022 | ||||||||||
| (in millions) | |||||||||||
| Demand deposits | $ | $ | |||||||||
| Central bank certificates | |||||||||||
| Restricted cash and cash equivalents | $ | $ | |||||||||
| European government debt securities | |||||||||||
| Reverse repurchase agreements | |||||||||||
| Multilateral development bank debt securities | |||||||||||
| Investments | $ | $ | |||||||||
| Total | $ | $ | |||||||||
In the table above, the change from December 31, 2022 to June 30, 2023 includes currency translation adjustments of $234 million for restricted cash and cash equivalents and $17 million for investments.
For the six months ended June 30, 2023 and 2022, investments related to default funds and margin deposits, net includes purchases of investment securities of $19,956 million and $17,539 million, respectively, and proceeds from sales and redemptions of investment securities of $19,853 million and $17,337 million, respectively.
In the investment activity related to default fund and margin contributions, we are exposed to counterparty risk related to reverse repurchase agreement transactions, which reflect the risk that the counterparty might become insolvent and, thus, fail to meet its obligations to Nasdaq Clearing. We mitigate this risk by only engaging in transactions with high credit quality reverse repurchase agreement counterparties and by
limiting the acceptable collateral under the reverse repurchase agreement to high quality issuers, primarily government securities and other securities explicitly guaranteed by a government. The value of the underlying security is monitored during the lifetime of the contract, and in the event the market value of the underlying security falls below the reverse repurchase amount, our clearinghouse may require additional collateral or a reset of the contract.
Default Fund Contributions
Required contributions to the default funds are proportional to the exposures of each clearing member. When a clearing member is active in more than one market, contributions must be made to all markets’ default funds in which the member is active. Clearing members’ eligible contributions may include cash and non-cash contributions. Cash contributions received are maintained in demand deposits held at central banks and large, highly rated financial institutions or invested by Nasdaq Clearing, in accordance with its investment policy, either in central bank certificates, highly rated government debt securities, reverse repurchase agreements with highly rated government debt securities as collateral, or multilateral development bank debt securities. Nasdaq Clearing maintains and manages all cash deposits related to margin collateral. All risks and rewards of collateral ownership, including interest, belong to Nasdaq Clearing. Clearing members’ cash contributions are included in default funds and margin deposits in the Condensed Consolidated Balance Sheets as both a current asset and a current liability. Non-cash contributions include highly rated government debt securities that must meet specific criteria approved by Nasdaq Clearing. Non-cash contributions are pledged assets that are not recorded in the Condensed Consolidated Balance Sheets as Nasdaq Clearing does not take legal ownership of these assets and the risks and rewards remain with the clearing members. These balances may fluctuate over time due to changes in the amount of deposits required and whether members choose to provide cash or non-cash contributions. Assets pledged are held at a nominee account in Nasdaq Clearing’s name for the benefit of the clearing members and are immediately accessible by Nasdaq Clearing in the event of a default.
In addition to clearing members’ required contributions to the liability waterfall, Nasdaq Clearing is also required to contribute capital to the liability waterfall and overall regulatory capital as specified under its clearinghouse rules. As of June 30, 2023, Nasdaq Clearing committed capital totaling $120 million to the liability waterfall and overall regulatory capital, in the form of government debt securities, which are recorded as financial investments in the Condensed Consolidated Balance Sheets. The combined regulatory capital of the clearing members and Nasdaq Clearing is intended to secure the obligations of a clearing member exceeding such member’s own margin and default fund deposits and may be used to cover losses sustained by a clearing member in the event of a default.
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Margin Deposits
Nasdaq Clearing requires all clearing members to provide collateral, which may consist of cash and non-cash contributions, to guarantee performance on the clearing members’ open positions, or initial margin. In addition, clearing members must also provide collateral to cover the daily margin call if needed. See “Default Fund Contributions” above for further discussion of cash and non-cash contributions.
Similar to default fund contributions, Nasdaq Clearing maintains and manages all cash deposits related to margin collateral. All risks and rewards of collateral ownership, including interest, belong to Nasdaq Clearing and are recorded in revenues. These cash deposits are recorded in default funds and margin deposits in the Condensed Consolidated Balance Sheets as both a current asset and a current liability. Pledged margin collateral is not recorded in our Condensed Consolidated Balance Sheets as all risks and rewards of collateral ownership, including interest, belong to the counterparty. Assets pledged are held at a nominee account in Nasdaq Clearing’s name for the benefit of the clearing members and are immediately accessible by Nasdaq Clearing in the event of a default.
Nasdaq Clearing marks to market all outstanding contracts and requires payment from clearing members whose positions have lost value. The mark-to-market process helps identify any clearing members that may not be able to satisfy their financial obligations in a timely manner allowing Nasdaq Clearing the ability to mitigate the risk of a clearing member defaulting due to exceptionally large losses. In the event of a default, Nasdaq Clearing can access the defaulting member’s margin and default fund deposits to cover the defaulting member’s losses.
Regulatory Capital and Risk Management Calculations
Nasdaq Clearing manages risk through a comprehensive counterparty risk management framework, which is comprised of policies, procedures, standards and financial resources. The level of regulatory capital is determined in accordance with Nasdaq Clearing’s regulatory capital and default fund policy, as approved by the SFSA. Regulatory capital calculations are continuously updated through a proprietary capital-at-risk calculation model that establishes the appropriate level of capital.
As mentioned above, Nasdaq Clearing is the legal counterparty for each contract cleared and thereby guarantees the fulfillment of each contract. Nasdaq Clearing accounts for this guarantee as a performance guarantee. We determine the fair value of the performance guarantee by considering daily settlement of contracts and other margining and default fund requirements, the risk management program, historical evidence of default payments, and the estimated probability of potential default payouts. The calculation is determined using proprietary risk management software that simulates gains and losses based on historical market prices, extreme but plausible market scenarios, volatility and other factors
present at that point in time for those particular unsettled contracts. Based on this analysis, excluding any liability related to the Nasdaq commodities clearing default (see discussion above), the estimated liability was nominal and no liability was recorded as of June 30, 2023.
Power of Assessment
To further strengthen the contingent financial resources of the clearinghouse, Nasdaq Clearing has power of assessment that provides the ability to collect additional funds from its clearing members to cover a defaulting member’s remaining obligations up to the limits established under the terms of the clearinghouse rules. The power of assessment corresponds to 230.0 % of the clearing member’s aggregate contribution to the financial, commodities and seafood markets’ default funds.
Liability Waterfall
The liability waterfall is the priority order in which the capital resources would be utilized in the event of a default where the defaulting clearing member’s collateral and default fund contribution would not be sufficient to cover the cost to settle its portfolio. If a default occurs and the defaulting clearing member’s collateral, including cash deposits and pledged assets, is depleted, then capital is utilized in the following amount and order:
•junior capital contributed by Nasdaq Clearing, which totaled $40 million as of June 30, 2023;
•a loss-sharing pool related only to the financial market that is contributed to by clearing members and only applies if the defaulting member’s portfolio includes interest rate swap products;
•specific market default fund where the loss occurred (i.e., the financial, commodities, or seafood market), which includes capital contributions of the clearing members on a pro-rata basis; and
•fully segregated senior capital for each specific market contributed by Nasdaq Clearing, calculated in accordance with clearinghouse rules, which totaled $17 million as of June 30, 2023.
If additional funds are needed after utilization of the liability waterfall, or if part of the waterfall has been utilized and needs to be replenished, then Nasdaq Clearing will utilize its power of assessment and additional capital contributions will be required by non-defaulting members up to the limits established under the terms of the clearinghouse rules.
In addition to the capital held to withstand counterparty defaults described above, Nasdaq Clearing also has committed capital of $63 million to ensure that it can handle an orderly wind-down of its operation, and that it is adequately protected against investment, operational, legal, and business risks.
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Market Value of Derivative Contracts Outstanding
The following table presents the market value of derivative contracts outstanding prior to netting:
| June 30, 2023 | |||||
| (in millions) | |||||
| Commodity and seafood options, futures and forwards | $ | ||||
| Fixed-income options and futures | |||||
| Stock options and futures | |||||
| Index options and futures | |||||
| Total | $ | ||||
In the table above:
•We determined the fair value of our option contracts using standard valuation models that were based on market-based observable inputs including implied volatility, interest rates and the spot price of the underlying instrument.
•We determined the fair value of our futures contracts based upon quoted market prices and average quoted market yields.
•We determined the fair value of our forward contracts using standard valuation models that were based on market-based observable inputs including benchmark rates and the spot price of the underlying instrument.
Derivative Contracts Cleared
The following table presents the total number of derivative contracts cleared through Nasdaq Clearing for the six months ended June 30, 2023 and 2022:
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Commodity and seafood options, futures and forwards | |||||||||||
| Fixed-income options and futures | |||||||||||
| Stock options and futures | |||||||||||
| Index options and futures | |||||||||||
| Total | |||||||||||
In the table above, the total volume in cleared power related to commodity contracts was 162 Terawatt hours (TWh) and 250 TWh for the six months ended June 30, 2023 and 2022, respectively.
Resale and Repurchase Agreements Contracts Outstanding and Cleared
The outstanding contract value of resale and repurchase agreements was $2.4 billion and $3.0 billion as of June 30, 2023 and 2022, respectively. The total number of resale and repurchase agreements contracts cleared was 2,418,638 and 3,117,583 for the six months ended June 30, 2023 and 2022, respectively.
15. LEASES
We have operating leases which are primarily real estate leases predominantly for our U.S. and European headquarters, data centers and for general office space. The following table provides supplemental balance sheet information related to Nasdaq's operating leases:
| Leases | Balance Sheet Classification | June 30, 2023 | December 31, 2022 | |||||||||||||||||
| (in millions) | ||||||||||||||||||||
| Assets: | ||||||||||||||||||||
| Operating lease assets | Operating lease assets | $ | $ | |||||||||||||||||
| Liabilities: | ||||||||||||||||||||
| Current lease liabilities | $ | $ | ||||||||||||||||||
| Non-current lease liabilities | Operating lease liabilities | |||||||||||||||||||
| Total lease liabilities | $ | $ | ||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | ||||||||||||||||||||||
| Variable lease cost | ||||||||||||||||||||||||||
| Sublease income | ( | ( | ( | ( | ||||||||||||||||||||||
| Total lease cost | $ | $ | $ | $ | ||||||||||||||||||||||
In the table above, operating lease costs include short-term lease cost, which was immaterial.
In the first quarter of 2023, we initiated a review of our real estate and facility capacity requirements due to our new and evolving work models. As a result of this ongoing review, for the three months ended June 30, 2023 we recorded impairment charges of $5 million, of which $3 million related to operating lease asset impairment and is included in operating lease cost in the table above and $2 million related to exit costs and is included in variable lease cost in the table above. For the six months ended June 30, 2023, we recorded impairment charges of $23 million, of which $13 million related to operating lease asset impairment and is included in operating lease cost in the table above, $5 million related to exit costs and is included in variable lease cost in the table above and $5 million related to impairment of leasehold improvements, which are recorded in depreciation and amortization expense in the Condensed Consolidated Statements of Income. We fully impaired our lease assets for locations that we vacated with no intention to sublease. Substantially all of the property, equipment and leasehold improvements associated with the vacated leased office space were fully impaired as there are no expected future cash flows for these items.
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The following table reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities recorded in our Condensed Consolidated Balance Sheets.
| June 30, 2023 | ||||||||
| (in millions) | ||||||||
| Remainder of 2023 | $ | |||||||
| 2024 | ||||||||
| 2025 | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028+ | ||||||||
| Total lease payments | ||||||||
| Less: interest | ( | |||||||
| Present value of lease liabilities | $ | |||||||
In the table above, interest is calculated using the interest rate for each lease. Present value of lease liabilities includes the current portion of $58 million.
Total lease payments in the table above exclude $44 million of legally binding minimum lease payments for leases signed but not yet commenced.
The following table provides information related to Nasdaq's lease term and discount rate:
| June 30, 2023 | ||||||||
| Weighted-average remaining lease term (in years) | ||||||||
| Weighted-average discount rate | % | |||||||
The following table provides supplemental cash flow information related to Nasdaq's operating leases:
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Cash paid for amounts included in the measurement of operating lease liabilities | $ | $ | |||||||||
| Lease assets obtained in exchange for operating lease liabilities | $ | $ | |||||||||
16. INCOME TAXES
Income Tax Provision
The following table presents our income tax provision and effective tax rate:
| Three Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Income tax provision | $ | $ | |||||||||
| Effective tax rate | % | % | |||||||||
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Income tax provision | $ | $ | |||||||||
| Effective tax rate | % | % | |||||||||
The lower effective tax rate for both the three and six months ended June 30, 2023, as compared to the prior year periods, was primarily due to the income tax effect on geographic mix of earnings and higher tax benefit from a favorable audit settlement. The lower effective tax rate for the three months ended June 30, 2023, was also due to a higher tax benefit from vested share-based awards. The effective tax rate may vary from period to period depending on, among other factors, the geographic and business mix of earnings and losses. These and other factors, including history of pre-tax earnings and losses, are taken into account in assessing the ability to realize deferred tax assets.
Tax Audits
Nasdaq and its eligible subsidiaries file a consolidated U.S. federal income tax return, applicable state and local income tax returns and non-U.S. income tax returns. We are subject to examination by federal, state and local, and foreign tax authorities. Our federal income tax returns for the years 2018 through 2021 are subject to examination by the Internal Revenue Service. Several state tax returns are currently under examination by the respective tax authorities for the years 2012 through 2021. Non-U.S. tax returns are subject to examination by the respective tax authorities for the years 2017 through 2022.
We regularly assess the likelihood of additional assessments by each jurisdiction and have established tax reserves that we believe are adequate in relation to the potential for additional assessments. Examination outcomes and the timing of examination settlements are subject to uncertainty. Although the results of such examinations may have an impact on our unrecognized tax benefits, we do not anticipate that such impact will be material to our condensed consolidated financial position or results of operations, but may be material to our operating results for a particular period and the effective tax rate for that period. We do not expect the settlement of any tax audits to be material in the next twelve months.
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17. COMMITMENTS, CONTINGENCIES AND GUARANTEES
Guarantees Issued and Credit Facilities Available
In addition to the default fund contributions and margin collateral pledged by clearing members discussed in Note 14, “Clearing Operations,” we have obtained financial guarantees and credit facilities, which are guaranteed by us through counter indemnities, to provide further liquidity related to our clearing businesses. Financial guarantees issued to us totaled $4 178 million as of June 30, 2023 and $184 million as of December 31, 2022 in available liquidity, none
Other Guarantees
Through our clearing operations in the financial markets, Nasdaq Clearing is the legal counterparty for, and guarantees the performance of, its clearing members. See Note 14, “Clearing Operations,” for further discussion of Nasdaq Clearing performance guarantees.
We have provided a guarantee related to lease obligations for The Nasdaq Entrepreneurial Center, Inc., which is a not-for-profit organization designed to convene, connect and engage aspiring and current entrepreneurs. This entity is not included in the condensed consolidated financial statements of Nasdaq.
We believe that the potential for us to be required to make payments under these arrangements is unlikely. Accordingly, no contingent liability is recorded in the Condensed Consolidated Balance Sheets for the above guarantees.
Routing Brokerage Activities
One of our broker-dealer subsidiaries, Nasdaq Execution Services, provides a guarantee to securities clearinghouses and exchanges under its standard membership agreements, which require members to guarantee the performance of other members. If a member becomes unable to satisfy its obligations to a clearinghouse or exchange, other members would be required to meet its shortfalls. To mitigate these performance risks, the exchanges and clearinghouses often require members to post collateral, as well as meet certain minimum financial standards. Nasdaq Execution Services’ maximum potential liability under these arrangements cannot be quantified. However, we believe that the potential for Nasdaq Execution Services to be required to make payments under these arrangements is unlikely. Accordingly, no contingent liability is recorded in the Condensed Consolidated Balance Sheets for these arrangements.
Legal and Regulatory Matters
Armenian Stock Exchange Investigation
As disclosed in our prior filings with the SEC, a former non-U.S. subsidiary of Nasdaq, NASDAQ OMX Armenia OJSC, operated the Armenian Stock Exchange and the Central Depository of Armenia, which are regulated by the Central Bank of Armenia under Armenian law. In accordance with the requirements of Armenian law, Mellat Bank SB CJSC, an Armenian entity that is designated under Executive Order 13382, was a market participant on the Armenian Stock Exchange and, as a result, paid participation and transaction fees to the Armenian Stock Exchange during the period from 2012-2014. In 2014, we voluntarily self-disclosed this matter to the U.S. Department of Treasury’s Office of Foreign Assets Control, or OFAC, and received authorization from OFAC to continue, if necessary, certain activities pertaining to Mellat Bank SB CJSC in Armenia in a limited manner. In 2015, Nasdaq sold a majority of its ownership of Nasdaq OMX Armenia OJSC, with the remaining minority interest sold in 2018.
OFAC has been conducting an inquiry into the Armenian Stock Exchange matter described above and in our prior filings since 2016, and during the first quarter of 2021, we were advised that OFAC is considering a civil monetary penalty in connection with that matter. We are currently in discussions with OFAC.
We believe our decision to voluntarily self-report this issue and our continued cooperation with OFAC, along with the permit we received from OFAC in connection with our transactions involving the Armenian Stock Exchange, will be mitigating factors with respect to the matter, and that any monetary fines or restrictions will not be material to our financial results. Accordingly, we expect to reach a settlement with OFAC during the second half of 2023 and have accrued for an immaterial loss contingency.
CFTC Matter
In June 2022, NASDAQ Futures, Inc. (“NFX”), a non-operational, wholly-owned subsidiary of Nasdaq, received a telephonic “Wells Notice” from the staff of the CFTC relating to certain alleged potential violations by NFX of provisions of the Commodity Exchange Act and CFTC rules thereunder during the period beginning July 2015 through October 2018. The Wells Notice informed NFX that the CFTC staff has made, subject to consideration of NFX’s response, a preliminary determination to recommend that the CFTC authorize an enforcement action against NFX in connection with its former futures exchange business. Nasdaq sold NFX’s futures exchange business to a third-party in November 2019, including the portfolio of open interest in NFX contracts. During 2020, all remaining open interest in NFX contracts was migrated to other exchanges and NFX ceased operation. A Wells Notice is neither a formal charge of wrongdoing nor a final determination that
23
the recipient has violated any law. NFX has submitted a response to the Wells Notice that contests all aspects of the CFTC staff’s position. The CFTC staff subsequently informed us that it plans to formally recommend that the CFTC authorize a civil enforcement action. We cannot predict if or when such an action will be brought, including the scope of the claims or the remedy sought, but such action could commence at any time, and the scope of claims or remedies sought could be material. We believe that NFX would have defenses to any claims if they are the same as those alleged by the CFTC staff during the Wells Notice process. We are unable to predict the ultimate outcome of this matter or the amount or type of remedies that the CFTC may seek or obtain, but any such remedies could have a material negative effect on our operating results and reputation. Accordingly, we are unable to reasonably estimate any potential loss or range of loss, and therefore, we have not accrued for a loss contingency.
Other Matters
Except as disclosed above and in our prior reports filed under the Exchange Act, we are not currently a party to any litigation or proceeding that we believe could have a material adverse effect on our business, consolidated financial condition, or operating results. However, from time to time, we have been threatened with, or named as a defendant in, lawsuits or involved in regulatory proceedings.
In the normal course of business, Nasdaq discusses matters with its regulators raised during regulatory examinations or otherwise subject to their inquiries. Management believes that censures, fines, penalties or other sanctions that could result from any ongoing examinations or inquiries will not have a material impact on its consolidated financial position or results of operations. However, we are unable to predict the outcome or the timing of the ultimate resolution of these matters, or the potential fines, penalties or injunctive or other equitable relief, if any, that may result from these matters.
Tax Audits
We are engaged in ongoing discussions and audits with taxing authorities on various tax matters, the resolutions of which are uncertain. Currently, there are matters that may lead to assessments, some of which may not be resolved for several years. Based on currently available information, we believe we have adequately provided for any assessments that could result from those proceedings where it is more likely than not that we will be assessed. We review our positions on these matters as they progress. See “Tax Audits,” of Note 16, “Income Taxes,” for further discussion.
18. BUSINESS SEGMENTS
In 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. During the fourth quarter of 2022, we began to manage, operate and provide our products and services in line with this new divisional structure. 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 includes three business segments: Market Platforms, Capital Access Platforms and Anti-Financial Crime. See Note 1, “Organization and Nature of Operations,” for further discussion of our reportable segments.
This Quarterly Report on Form 10-Q presents our results in alignment with the new corporate structure. All periods presented are restated to reflect the new structure.
Our management allocates resources, assesses performance and manages these businesses as three separate segments. We evaluate the performance of our segments based on several factors, of which the primary financial measure is operating income. Results of individual businesses are presented based on our management accounting practices and structure. Our chief operating decision maker does not review total assets or statements of income below operating income by segments as key performance metrics; therefore, such information is not presented below.
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The following tables present certain information regarding our business segments for the three and six months ended June 30, 2023 and 2022:
| Three Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Market Platforms | (in millions) | ||||||||||
| Total revenues | $ | $ | |||||||||
| Transaction-based expenses | ( | ( | |||||||||
| Revenues less transaction-based expenses | |||||||||||
| Operating income | |||||||||||
| Capital Access Platforms | |||||||||||
| Total revenues | |||||||||||
| Operating income | |||||||||||
| Anti-Financial Crime | |||||||||||
| Total revenues | |||||||||||
| Operating income | |||||||||||
| Corporate Items | |||||||||||
| Total revenues | |||||||||||
| Operating loss | ( | ( | |||||||||
| Consolidated | |||||||||||
| Total revenues | $ | $ | |||||||||
| Transaction-based expenses | ( | ( | |||||||||
| Revenues less transaction-based expenses | $ | $ | |||||||||
| Operating income | $ | $ | |||||||||
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Market Platforms | (in millions) | ||||||||||
| Total revenues | $ | $ | |||||||||
| Transaction-based expenses | ( | ( | |||||||||
| Revenues less transaction-based expenses | |||||||||||
| Operating income | |||||||||||
| Capital Access Platforms | |||||||||||
| Total revenues | |||||||||||
| Operating income | |||||||||||
| Anti-Financial Crime | |||||||||||
| Total revenues | |||||||||||
| Operating income | |||||||||||
| Corporate Items | |||||||||||
| Total revenues | |||||||||||
| Operating loss | ( | ( | |||||||||
| Consolidated | |||||||||||
| Total revenues | $ | $ | |||||||||
| Transaction-based expenses | ( | ( | |||||||||
| Revenues less transaction-based expenses | $ | $ | |||||||||
| Operating income | $ | $ | |||||||||
Certain amounts are allocated to Corporate Items in our management reports as we believe they do not contribute to a meaningful evaluation of a particular segment's ongoing operating performance. Management does not consider these items for the purpose of evaluating the performance of our segments or their managers or when making decisions to allocate resources. Therefore, we believe performance measures excluding the below items provide management with a useful representation of our segments' ongoing activity in each period. These items, which are presented in the table below, include the following:
•Amortization expense of acquired intangible assets: We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations. As such, if intangible asset amortization is included in performance measures, it is more difficult to assess the day-to-day operating performance of the segments, and the relative operating performance of the segments between periods.
•Merger and strategic initiatives expense: We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years that have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third-party transaction costs. The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transaction. The increase for the three and six months ended June 30, 2023 compared to the same periods in 2022 primarily reflects higher expenses related to the announced Adenza acquisition.
•Restructuring charges: In October 2022, following our September 2022 announcement to realign our segments and leadership, we initiated a divisional alignment program with a focus on realizing the full potential of this structure. See Note 19, “Restructuring Charges,” for further discussion of this plan.
•Revenues and expenses - divested businesses: For the three and six months ended June 30, 2022 these amounts include revenues related to our Nordic broker services business, for which we completed the wind-down in June 2022. Prior to the closing of the transaction, these revenues were included in our Market Platforms results. For the three and six months ended June 30, 2023 and 2022, other revenues also include a transitional services agreement associated with a divested business.
•Other items: We have included certain other charges or gains in corporate items, to the extent we believe they should be excluded when evaluating the ongoing operating performance of each individual segment. Other items primarily include:
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◦for the three and six months ended June 30, 2023 impairment charges related to our lease assets and leasehold improvements associated with vacating certain leased office space which are recorded in occupancy expense and depreciation and amortization expense in our Condensed Consolidated Statements of Income;
◦for the three and six months ended June 30, 2023, other items include insurance recoveries related to certain legal matters, which are recorded in professional and contract services and general, administrative and other expense in the Condensed Consolidated Statements of Income; and
◦for the three and six months ended June 30, 2022, other items primarily include a loss on extinguishment of debt, which is recorded in general administrative and other expense in the Condensed Consolidated Statements of Income.
The following table summarizes our Corporate Items:
| Three Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Revenues - divested businesses | $ | $ | |||||||||
| Expenses: | |||||||||||
| Amortization expense of acquired intangible assets | $ | $ | |||||||||
| Merger and strategic initiatives expense | |||||||||||
| Restructuring charges | |||||||||||
| Lease asset impairments | |||||||||||
| Extinguishment of debt | |||||||||||
| Expenses - divested businesses | |||||||||||
| Other | |||||||||||
| Total expenses | |||||||||||
| Operating loss | $ | ( | $ | ( | |||||||
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| Revenues - divested businesses | $ | $ | |||||||||
| Expenses: | |||||||||||
| Amortization expense of acquired intangible assets | |||||||||||
| Merger and strategic initiatives expense | |||||||||||
| Restructuring charges | |||||||||||
| Lease asset impairments | |||||||||||
| Extinguishment of debt | |||||||||||
| Expenses - divested businesses | |||||||||||
| Other | ( | ||||||||||
| Total expenses | |||||||||||
| Operating loss | $ | ( | $ | ( | |||||||
19. RESTRUCTURING CHARGES
In October 2022, following our September 2022 announcement to realign our segments and leadership, we initiated a divisional alignment program with a focus on realizing the full potential of this structure. In connection with the program, we expect to incur $115 million to $145 million in pre-tax charges principally related to employee-related costs, consulting, asset impairments and contract terminations over a two-year period. Costs related to the divisional alignment program will be recorded as restructuring charges in the Condensed Consolidated Statements of Income.
The following table presents a summary of the divisional alignment program charges for the three and six months ended June 30, 2023 as well as total program costs incurred since the initiation in October 2022.
| Three Months Ended June 30, 2023 | Six Months Ended June 30, 2023 | Total Program Costs Incurred | |||||||||||||||
| (in millions) | |||||||||||||||||
| Asset impairment charges | $ | $ | $ | ||||||||||||||
| Consulting services | |||||||||||||||||
| Employee-related costs | |||||||||||||||||
| Other | |||||||||||||||||
| Total restructuring charges | $ | $ | $ | ||||||||||||||
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the financial condition and results of operations of Nasdaq should be read in conjunction with our condensed consolidated financial statements and related notes included in this Form 10-Q.
OVERVIEW
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. The new corporate structure includes three business segments: Market Platforms, Capital Access Platforms and Anti-Financial Crime. See Note 18, “Business Segments,” to the condensed consolidated financial statements for further discussion of our reportable segments as well as how management allocates resources, assesses performance and manages these businesses as three separate segments. All prior periods have been restated to conform to the current period presentation.
Second Quarter 2023 and Recent Developments
• In June 2023, Nasdaq announced it entered into a definitive agreement to acquire Adenza, a provider of mission-critical risk management and regulatory software to the financial services industry, for $10.5 billion in cash and shares of common stock. See “2023 Announced Acquisition,” of Note 4, “Acquisitions,” to the condensed consolidated financial statements for further discussion.
•The Nasdaq Stock Market led U.S. exchanges for operating company IPOs during the first half of 2023 with a 77% total win rate.
•In June 2023, Nasdaq entered into an agreement to sell its European energy trading and clearing business, subject to regulatory approval.
•During the annual Russell U.S. indexes reconstitution, which occurred in late June, Nasdaq successfully executed approximately 2.6 billion shares representing $62 billion in market value in 0.86 seconds across Nasdaq-listed securities. This represented the second highest volume of shares crossed since implementing the Closing Cross in 2004, demonstrating Nasdaq’s robust and resilient market infrastructure.
•For the three months ended June 30, 2023, we returned $109 million to shareholders through dividend payments.
• In July 2023, the board of directors approved a regular quarterly cash dividend of $0.22 per share on our outstanding common stock.
•As of June 30, 2023, the remaining amount authorized for share repurchases under our share repurchase program was $491 million.
Nasdaq's Operating Results
The following tables summarize our financial performance for the three and six months ended June 30, 2023 compared to the same periods in 2022. For a detailed discussion of our results of operations, see “Segment Operating Results” below.
| Three Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions, except per share amounts) | |||||||||||||||||
| Revenues less transaction-based expenses | $ | 925 | $ | 893 | 3.6 | % | |||||||||||
| Operating expenses | 543 | 481 | 12.9 | % | |||||||||||||
| Operating income | 382 | 412 | (7.3) | % | |||||||||||||
| Net income attributable to Nasdaq | $ | 267 | $ | 307 | (13.0) | % | |||||||||||
| Diluted earnings per share | $ | 0.54 | $ | 0.62 | (12.9) | % | |||||||||||
| Cash dividends declared per common share | $ | 0.22 | $ | 0.20 | 10.0 | % | |||||||||||
| Six Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions, except per share amounts) | |||||||||||||||||
| Revenues less transaction-based expenses | $ | 1,838 | $ | 1,785 | 3.0 | % | |||||||||||
| Operating expenses | 1,044 | 968 | 7.9 | % | |||||||||||||
| Operating income | 794 | 817 | (2.8) | % | |||||||||||||
| Net income attributable to Nasdaq | $ | 568 | $ | 590 | (3.7) | % | |||||||||||
| Diluted earnings per share | $ | 1.15 | $ | 1.18 | (2.5) | % | |||||||||||
| Cash dividends declared per common share | $ | 0.42 | $ | 0.38 | 10.5 | % | |||||||||||
In countries with currencies other than the U.S. dollar, revenues and expenses are translated using monthly average exchange rates. Impacts on our revenues less transaction-based expenses and operating income associated with fluctuations in foreign currency are discussed in more detail under “Item 3. Quantitative and Qualitative Disclosures about Market Risk.”
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The following chart summarizes our ARR (in millions):
ARR for a given period is the annualized revenue derived from subscription contracts with a defined contract value. This excludes contracts that are not recurring, are one-time in nature, or where the contract value fluctuates based on defined metrics. Also excluded are contracts that are signed but not yet commenced. ARR is one of our key performance metrics to assess the health and trajectory of our recurring business. ARR does not have any standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.
The ARR chart includes:
▪ | Anti-Financial Crime support and SaaS subscription contracts. | |||||||
▪ | Proprietary market data subscriptions and annual listing fees within our Data & Listing Services business, index data subscriptions and guaranteed minimum on futures contracts within our Index business and subscription contracts under our Workflow & Insights business. | |||||||
▪ | Market technology support and SaaS subscription contracts as well as trade management services contracts, excluding one-time service requests. | |||||||
The following chart summarizes our quarterly annualized SaaS revenues for our Solutions Businesses, which are comprised of the Capital Access Platforms and Anti-Financial Crime segments and the Marketplace Technology business within the Market Platforms segment, for June 30, 2023 and 2022 (in millions):
28
Segment Operating Results
The following table presents our revenues by segment, transaction-based expenses for our Market Platforms segment and total revenues less transaction-based expenses:
| Three Months Ended June 30, | Percentage Change | |||||||||||||||||||
| 2023 | 2022 | |||||||||||||||||||
| (in millions) | ||||||||||||||||||||
| Market Platforms | $ | 905 | $ | 1,051 | (13.9) | % | ||||||||||||||
| Capital Access Platforms | 438 | 422 | 3.8 | % | ||||||||||||||||
| Anti-Financial Crime | 89 | 75 | 18.7 | % | ||||||||||||||||
| Other revenues | 1 | 4 | (75.0) | % | ||||||||||||||||
| Total revenues | $ | 1,433 | $ | 1,552 | (7.7) | % | ||||||||||||||
| Transaction rebates | (444) | (529) | (16.1) | % | ||||||||||||||||
| Brokerage, clearance and exchange fees | (64) | (130) | (50.8) | % | ||||||||||||||||
| Total revenues less transaction-based expenses | $ | 925 | $ | 893 | 3.6 | % | ||||||||||||||
| Six Months Ended June 30, | Percentage Change | |||||||||||||||||||
| 2023 | 2022 | |||||||||||||||||||
| (in millions) | ||||||||||||||||||||
| Market Platforms | $ | 1,938 | $ | 2,090 | (7.3) | % | ||||||||||||||
| Capital Access Platforms | 854 | 841 | 1.5 | % | ||||||||||||||||
| Anti-Financial Crime | 173 | 147 | 17.7 | % | ||||||||||||||||
| Other revenues | 1 | 9 | (88.9) | % | ||||||||||||||||
| Total revenues | 2,966 | 3,087 | (3.9) | % | ||||||||||||||||
| Transaction rebates | (931) | (1,111) | (16.2) | % | ||||||||||||||||
| Brokerage, clearance and exchange fees | (197) | (191) | 3.1 | % | ||||||||||||||||
| Total revenues less transaction-based expenses | $ | 1,838 | $ | 1,785 | 3.0 | % | ||||||||||||||
The following charts present our Market Platforms, Capital Access Platforms and Anti-Financial Crime segments as a percentage of our total revenues, less transaction-based expenses. Percentage of Revenues Less Transaction-based Expenses by Segment for the three and six months June 30, 2023 and 2022:
In the charts above, Other revenues are not shown as they account for less than 1.0%. 29
MARKET PLATFORMS
The following tables present revenues from our Market Platforms segment:
| Three Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| Trading Services | $ | 758 | $ | 911 | (16.8) | % | |||||||||||
| Marketplace Technology | 147 | 140 | 5.0 | % | |||||||||||||
| Total Market Platforms | $ | 905 | $ | 1,051 | (13.9) | % | |||||||||||
| Transaction-based expenses: | |||||||||||||||||
| Transaction rebates | (444) | (529) | (16.1) | % | |||||||||||||
Brokerage, clearance and exchange fees | (64) | (130) | (50.8) | % | |||||||||||||
| Total Market Platforms, net | $ | 397 | $ | 392 | 1.3 | % | |||||||||||
| Six Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| Trading Services | $ | 1,646 | $ | 1,818 | (9.5) | % | |||||||||||
| Marketplace Technology | 292 | 272 | 7.4 | % | |||||||||||||
| Total Market Platforms | $ | 1,938 | $ | 2,090 | (7.3) | % | |||||||||||
| Transaction-based expenses: | |||||||||||||||||
| Transaction rebates | (931) | (1,111) | (16.2) | % | |||||||||||||
Brokerage, clearance and exchange fees | (197) | (191) | 3.1 | % | |||||||||||||
| Total Market Platforms, net | $ | 810 | $ | 788 | 2.8 | % | |||||||||||
Trading Services
Our Trading Services business includes equity derivatives trading, cash equity trading, Nordic fixed income trading & clearing, U.S. Tape plans and other revenues. The following tables present net revenues by product from our Trading Services business:
| Three Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| U.S. Equity Derivative Trading | $ | 89 | $ | 88 | 1.1 | % | |||||||||||
| Cash Equity Trading | 103 | 105 | (1.9) | % | |||||||||||||
| U.S. Tape plans | 35 | 36 | (2.8) | % | |||||||||||||
| Other | 23 | 23 | — | % | |||||||||||||
| Trading Services, net | $ | 250 | $ | 252 | (0.8) | % | |||||||||||
| Six Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| U.S. Equity Derivative Trading | $ | 191 | $ | 182 | 4.9 | % | |||||||||||
| Cash Equity Trading | 206 | 206 | — | % | |||||||||||||
| U.S. Tape plans | 72 | 77 | (6.5) | % | |||||||||||||
| Other | 49 | 51 | (3.9) | % | |||||||||||||
| Trading Services, net | $ | 518 | $ | 516 | 0.4 | % | |||||||||||
In the tables above, Other includes Nordic fixed income trading & clearing, Nordic derivatives, Nordic commodities, and Canadian cash equities trading.
U.S. Equity Derivative Trading
The following tables present total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers from our U.S. Equity Derivative Trading business:
| Three Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| U.S. Equity Derivative Trading Revenues | $ | 297 | $ | 295 | 0.7 | % | |||||||||||
Section 31 fees | 10 | 14 | (28.6) | % | |||||||||||||
| Transaction-based expenses: | |||||||||||||||||
| Transaction rebates | (207) | (206) | 0.5 | % | |||||||||||||
Section 31 fees | (10) | (14) | (28.6) | % | |||||||||||||
| Brokerage and clearance fees | (1) | (1) | — | % | |||||||||||||
| U.S. Equity derivative trading revenues, net | $ | 89 | $ | 88 | 1.1 | % | |||||||||||
| Six Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| U.S. Equity Derivative Trading Revenues | $ | 624 | $ | 622 | 0.3 | % | |||||||||||
Section 31 fees | 33 | 19 | 73.7 | % | |||||||||||||
| Transaction-based expenses: | |||||||||||||||||
| Transaction rebates | (431) | (438) | (1.6) | % | |||||||||||||
Section 31 fees | (33) | (19) | 73.7 | % | |||||||||||||
| Brokerage and clearance fees | (2) | (2) | — | % | |||||||||||||
| U.S. Equity derivative trading revenues, net | $ | 191 | $ | 182 | 4.9 | % | |||||||||||
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Section 31 fees are recorded as U.S. equity derivative and cash equity trading revenues with a corresponding amount recorded in transaction-based expenses. We are assessed these fees from the SEC and pass them through to our customers in the form of incremental fees. Pass-through fees can increase or decrease due to rate changes by the SEC, our percentage of the overall industry volumes processed on our systems, and differences in actual dollar value traded. Section 31 fees decreased in the second quarter of 2023 compared with the same period in 2022 primarily due to lower average SEC fee rates. Section 31 fees increased in the first six months of 2023 compared with the same period in 2022 primarily due to higher average SEC fee rates. Since the amount recorded in revenues is equal to the amount recorded as Section 31 fees, there is no impact on our net revenues.
| Three Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| U.S. equity options | |||||||||||
| Total industry average daily volume (in millions) | 39.2 | 36.7 | |||||||||
| Nasdaq PHLX matched market share | 11.5 | % | 11.7 | % | |||||||
| The Nasdaq Options Market matched market share | 6.4 | % | 8.2 | % | |||||||
| Nasdaq BX Options matched market share | 3.0 | % | 2.1 | % | |||||||
| Nasdaq ISE Options matched market share | 6.0 | % | 5.4 | % | |||||||
| Nasdaq GEMX Options matched market share | 2.2 | % | 2.4 | % | |||||||
| Nasdaq MRX Options matched market share | 1.6 | % | 1.6 | % | |||||||
| Total matched market share executed on Nasdaq’s exchanges | 30.7 | % | 31.4 | % | |||||||
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| U.S. equity options | |||||||||||
| Total industry average daily volume (in millions) | 40.8 | 38.3 | |||||||||
| Nasdaq PHLX matched market share | 11.3 | % | 11.6 | % | |||||||
| The Nasdaq Options Market matched market share | 6.8 | % | 8.3 | % | |||||||
| Nasdaq BX Options matched market share | 3.1 | % | 2.1 | % | |||||||
| Nasdaq ISE Options matched market share | 5.8 | % | 5.6 | % | |||||||
| Nasdaq GEMX Options matched market share | 2.1 | % | 2.4 | % | |||||||
| Nasdaq MRX Options matched market share | 1.6 | % | 1.7 | % | |||||||
| Total matched market share executed on Nasdaq’s exchanges | 30.7 | % | 31.7 | % | |||||||
U.S. equity derivative trading revenues and U.S. equity derivative trading revenues less transaction-based expenses increased in the second quarter compared with the same period in 2022 primarily due to higher industry trading volumes, partially offset by lower capture rates and lower overall matched market share executed on Nasdaq's exchanges.
U.S. equity derivative trading revenues and U.S. equity derivative trading revenues less transaction-based expenses increased in first six months of 2023 compared with the same period in 2022 primarily due to higher industry trading volumes, partially offset by lower overall matched market share executed on Nasdaq's exchanges.
Transaction rebates, in which we credit a portion of the execution charge to the market participant, remained relatively flat in the second quarter of 2023 compared with the same period in 2022. Transaction rebates decreased in the first six months of 2023 compared with the same period in 2022 primarily due to lower rebate capture rate and lower overall U.S. matched market share executed on Nasdaq's exchanges, partially offset by higher industry trading volumes.
31
Cash Equity Trading Revenues
The following tables present total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers and other metrics from our Cash Equity Trading business:
| Three Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| Cash Equity Trading Revenues | $ | 339 | $ | 427 | (20.6) | % | |||||||||||
Section 31 fees | 49 | 108 | (54.6) | % | |||||||||||||
| Transaction-based expenses: | |||||||||||||||||
| Transaction rebates | (232) | (315) | (26.3) | % | |||||||||||||
Section 31 fees | (49) | (108) | (54.6) | % | |||||||||||||
| Brokerage, clearance and exchange fees | (4) | (7) | (42.9) | % | |||||||||||||
| Cash equity trading revenues less transaction-based expenses | $ | 103 | $ | 105 | (1.9) | % | |||||||||||
| Six Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| Cash Equity Trading Revenues | $ | 705 | $ | 875 | (19.4) | % | |||||||||||
Section 31 fees | 152 | 157 | (3.2) | % | |||||||||||||
| Transaction-based expenses: | |||||||||||||||||
| Transaction rebates | (489) | (656) | (25.5) | % | |||||||||||||
Section 31 fees | (152) | (157) | (3.2) | % | |||||||||||||
| Brokerage and clearance fees | (10) | (13) | (23.1) | % | |||||||||||||
| Cash equity trading revenues, net | $ | 206 | $ | 206 | — | % | |||||||||||
See the discussion in "U.S. Equity Derivative Trading" for an explanation of Section 31 fees for the second quarter of 2023 as compared to the same period in 2022. Section 31 fees decreased in the first six months of 2023 compared with the same period in 2022 primarily due to lower U.S. industry trading volumes partially offset by higher average SEC fee rates. Since the amount recorded in revenues is equal to the amount recorded as Section 31 fees, there is no impact on our net revenues.
| Three Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Total U.S.-listed securities | |||||||||||
| Total industry average daily share volume (in billions) | 10.8 | 12.6 | |||||||||
| Matched share volume (in billions) | 113.7 | 139.0 | |||||||||
| The Nasdaq Stock Market matched market share | 16.3 | % | 16.5 | % | |||||||
| Nasdaq BX matched market share | 0.4 | % | 0.5 | % | |||||||
| Nasdaq PSX matched market share | 0.4 | % | 0.8 | % | |||||||
| Total matched market share executed on Nasdaq’s exchanges | 17.1 | % | 17.8 | % | |||||||
| Market share reported to the FINRA/Nasdaq Trade Reporting Facility | 34.2 | % | 34.3 | % | |||||||
| Total market share | 51.3 | % | 52.1 | % | |||||||
| Nasdaq Nordic and Nasdaq Baltic securities | |||||||||||
| Average daily number of equity trades executed on Nasdaq’s exchanges | 687,158 | 948,874 | |||||||||
| Total average daily value of shares traded (in billions) | $ | 4.7 | $ | 5.7 | |||||||
| Total market share executed on Nasdaq’s exchanges | 71.4 | % | 72.2 | % | |||||||
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Total U.S.-listed securities | |||||||||||
| Total industry average daily share volume (in billions) | 11.3 | 12.7 | |||||||||
| Matched share volume (in billions) | 235.5 | 281.2 | |||||||||
| The Nasdaq Stock Market matched market share | 16.1 | % | 16.4 | % | |||||||
| Nasdaq BX matched market share | 0.3 | % | 0.5 | % | |||||||
| Nasdaq PSX matched market share | 0.4 | % | 0.8 | % | |||||||
| Total matched market share executed on Nasdaq’s exchanges | 16.8 | % | 17.7 | % | |||||||
| Market share reported to the FINRA/Nasdaq Trade Reporting Facility | 32.9 | % | 33.9 | % | |||||||
| Total market share | 49.7 | % | 51.6 | % | |||||||
| Nasdaq Nordic and Nasdaq Baltic securities | |||||||||||
| Average daily number of equity trades executed on Nasdaq’s exchanges | 739,480 | 1,043,461 | |||||||||
| Total average daily value of shares traded (in billions) | $ | 5.0 | $ | 6.4 | |||||||
| Total market share executed on Nasdaq’s exchanges | 70.1 | % | 72.6 | % | |||||||
In the tables above, total market share includes transactions executed on The Nasdaq Stock Market’s, Nasdaq BX’s and Nasdaq PSX’s systems plus trades reported through the FINRA/Nasdaq Trade Reporting Facility.
Cash equity trading revenues decreased in the second quarter and first six months of 2023 compared with the same periods in 2022 primarily due to lower U.S. industry trading volumes, lower overall U.S. matched market share executed on Nasdaq's exchanges, as well as lower capture rates.
32
Cash equity trading revenues less transaction-based expenses remained relatively flat in the second quarter and first six months of 2023 compared with the same periods in 2022 primarily due to higher U.S. capture rate, partially offset by lower industry trading volumes and lower overall U.S. matched market share executed on Nasdaq's exchanges.
Transaction rebates decreased in the second quarter and first six months of 2023 compared with the same periods in 2022. For The Nasdaq Stock Market and Nasdaq PSX, we credit a portion of the per share execution charge to the market participant that provides the liquidity, and for Nasdaq BX, we credit a portion of the per share execution charge to the market participant that takes the liquidity. The decrease was primarily due to lower U.S. industry volumes, lower rebate capture rate and lower U.S. matched market share executed on Nasdaq's exchanges.
U.S. Tape Plans
The following table presents revenues from our U.S. Tape plans business:
| Three Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| U.S. Tape plans | $ | 35 | $ | 36 | (2.8) | % | |||||||||||
| Six Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| U.S. Tape plans | $ | 72 | $ | 77 | (6.5) | % | |||||||||||
U.S. Tape plans revenues remained relatively flat in the second quarter of 2023 compared with the same period in 2022. U.S. Tape plans revenues decreased in the first six months of 2023 compared with the same period in 2022 primarily due to lower collections from under-reported usage.
Other
Other includes Nordic fixed income trading and clearing, Nordic derivatives, Nordic commodities and Canadian cash equities trading. The following table presents revenue and a key driver from our Other business:
| Three Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| Other | $ | 23 | $ | 23 | — | % | |||||||||||
| Six Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| Other | $ | 49 | $ | 51 | (3.9) | % | |||||||||||
In the table above, Other includes transaction rebates of $5 million and $8 million for the three months ended June 30, 2023 and 2022, respectively, and $11 million and $17 million for the six months ended June 30, 2023 and 2022, respectively.
| Three Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Nasdaq Nordic and Nasdaq Baltic options and futures | |||||||||||
| Total average daily volume of options and futures contracts | 307,754 | 277,008 | |||||||||
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Nasdaq Nordic and Nasdaq Baltic options and futures | |||||||||||
| Total average daily volume of options and futures contracts | 326,687 | 322,390 | |||||||||
In the tables above, Nasdaq Nordic and Nasdaq Baltic total average daily volume of options and futures contracts include Finnish option contracts traded on Eurex for which Nasdaq and Eurex have a revenue sharing arrangement.
Other revenues remained relatively flat in the second quarter and the first six months of 2023 compared with the same periods in 2022.
Marketplace Technology
Marketplace Technology includes our trade management services and market technology businesses.
The following tables present revenues and key drivers from our Marketplace Technology business:
| Three Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| Marketplace Technology | $ | 147 | $ | 140 | 5.0 | % | |||||||||||
| Six Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| Marketplace Technology | $ | 292 | $ | 272 | 7.4 | % | |||||||||||
| As of or Three Months Ended June 30, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| (in millions) | ||||||||||||||
| ARR | $ | 516 | $ | 492 | ||||||||||
| Quarterly annualized SaaS revenues | 38 | 39 | ||||||||||||
| Order intake | 90 | 89 | ||||||||||||
| Six Months Ended June 30, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| (in millions) | ||||||||||||||
| Order intake | 122 | 127 | ||||||||||||
In the table above, order intake is for our market technology business and represents the total contract value of orders signed during the period.
Marketplace technology revenues increased in the second quarter and first six months of 2023 compared with the same periods in 2022 primarily due to higher trade management services revenues associated with increased demand for connectivity services, including testing for FINRA services,
33
as well as higher market technology revenues due to higher support licensing and higher professional services fees.
CAPITAL ACCESS PLATFORMS
The following tables present revenues and key drivers from our Capital Access Platforms segment:
| Three Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| Data & Listing Services | $ | 187 | $ | 183 | 2.2 | % | |||||||||||
| Index | 129 | 124 | 4.0 | % | |||||||||||||
| Workflow & Insights | 122 | 115 | 6.1 | % | |||||||||||||
| Total Capital Access Platforms | $ | 438 | $ | 422 | 3.8 | % | |||||||||||
| Six Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| Data & Listing Services | $ | 373 | $ | 365 | 2.2 | % | |||||||||||
| Index | 239 | 246 | (2.8) | % | |||||||||||||
| Workflow & Insights | 242 | 230 | 5.2 | % | |||||||||||||
| Total Capital Access Platforms | $ | 854 | $ | 841 | 1.5 | % | |||||||||||
| As of or Three Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions) | |||||||||||
| ARR | $ | 1,218 | $ | 1,167 | |||||||
| Quarterly annualized SaaS revenues | 394 | 367 | |||||||||
Data & Listing Services Revenues
The following table presents key drivers from our Data & Listing Services business:
| Three Months Ended June 30, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| IPOs | ||||||||||||||
| The Nasdaq Stock Market | 23 | 38 | ||||||||||||
| Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic | 1 | 17 | ||||||||||||
| Total new listings | ||||||||||||||
| The Nasdaq Stock Market | 62 | 84 | ||||||||||||
| Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic | 6 | 25 | ||||||||||||
| Six Months Ended June 30, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| IPOs | ||||||||||||||
| The Nasdaq Stock Market | 63 | 108 | ||||||||||||
| Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic | 3 | 30 | ||||||||||||
| Total new listings | ||||||||||||||
| The Nasdaq Stock Market | 143 | 194 | ||||||||||||
| Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic | 13 | 44 | ||||||||||||
| Number of listed companies | ||||||||||||||
| The Nasdaq Stock Market | 4,106 | 4,269 | ||||||||||||
| Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic | 1,249 | 1,260 | ||||||||||||
In the tables above:
•The Nasdaq Stock Market new listings include IPOs, including issuers that switched from other listing venues and separately listed ETPs. For the three months ended June 30, 2023 and 2022, IPOs included 5 and 16 SPACs, respectively. For the six months ended June 30, 2023 and 2022, IPOs included 15 and 59 SPACs, respectively.
•Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic new listings include IPOs and represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on the alternative markets of Nasdaq First North.
•Number of total listed companies on The Nasdaq Stock Market for the six months ended June 30, 2023 and 2022 included 547 and 465 ETPs, respectively.
•Number of total listed companies on the exchanges that comprise Nasdaq Nordic and Nasdaq Baltic represents companies listed on these exchanges and companies on the alternative markets of Nasdaq First North.
34
Data & Listing Services revenues increased in the second quarter and first six months of 2023 compared with the same periods in 2022. The increase was primarily due to an increase in proprietary data revenues driven largely by higher international demand and annual listing fee growth, partially offset by lower initial listings fees. The increase in the first six months of 2023 was also partially offset by the unfavorable impact of changes in foreign exchange rates.
Index Revenues
The following tables present key drivers from our Index business:
| As of or Three Months Ended June 30, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| Number of licensed ETPs | 386 | 374 | ||||||||||||
| TTM change in period end ETP AUM tracking Nasdaq indexes (in billions) | ||||||||||||||
| Beginning balance | $ | 321 | $ | 415 | ||||||||||
| Net appreciation (depreciation) | 73 | (90) | ||||||||||||
| Net impact of ETP sponsor switches | (1) | (75) | ||||||||||||
| Net inflows | 25 | 71 | ||||||||||||
| Ending balance | $ | 418 | $ | 321 | ||||||||||
| Quarterly average ETP AUM tracking Nasdaq indexes (in billions) | $ | 381 | $ | 350 | ||||||||||
In the table above, TTM represents trailing twelve months.
Index revenues increased in the second quarter of 2023, compared with the same period in 2022, primarily due to higher AUM in exchange traded products linked to Nasdaq indexes, which was partially offset by lower futures volumes. Index revenues decreased in the first six months of 2023, compared with the same period in 2022, primarily due to lower AUM in exchange traded products linked to Nasdaq indexes and lower futures volumes.
Workflow & Insights Revenues
Workflow & Insights revenues increased in the second quarter and first six months of 2023 compared with the same periods in 2022. The increase was due to an increase in both corporate solutions and analytics revenues. The increase in our corporate solutions revenues was primarily due to continued demand for our Investor Relations Intelligence and ESG solutions. The increase in analytics revenues was primarily due to the growth in our eVestment and Solovis product offerings.
ANTI-FINANCIAL CRIME
The following tables present revenues and key drivers from our Anti-Financial Crime segment:
| Three Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| Anti-Financial Crime | $ | 89 | $ | 75 | 18.7 | % | |||||||||||
| Six Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| Anti-Financial Crime | $ | 173 | $ | 147 | 17.7 | % | |||||||||||
| As of or Three Months Ended June 30, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| (in millions) | ||||||||||||||
| ARR | $ | 339 | $ | 288 | ||||||||||
| Total signed ARR | 365 | 305 | ||||||||||||
| Quarterly annualized SaaS revenues | 323 | 273 | ||||||||||||
In the table above, total signed ARR reflects ARR recognized as revenue in the current period as well as ARR for new contracts signed but not yet commenced.
Anti-Financial Crime revenues increased in the second quarter and first six months of 2023 compared with the same periods in 2022 primarily due to an increase in demand for fraud detection and anti-money laundering solutions and strong performance by our surveillance business.
OTHER REVENUES
For the three and six months ended June 30, 2023 and 2022, Other revenues include a transitional services agreement associated with a divested business.
35
EXPENSES
Operating Expenses
The following table presents our operating expenses:
| Three Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| Compensation and benefits | $ | 261 | $ | 247 | 5.7 | % | |||||||||||
| Professional and contract services | 30 | 29 | 3.4 | % | |||||||||||||
| Computer operations and data communications | 56 | 50 | 12.0 | % | |||||||||||||
| Occupancy | 32 | 25 | 28.0 | % | |||||||||||||
| General, administrative and other | 22 | 34 | (35.3) | % | |||||||||||||
| Marketing and advertising | 9 | 11 | (18.2) | % | |||||||||||||
| Depreciation and amortization | 65 | 65 | — | % | |||||||||||||
| Regulatory | 9 | 8 | 12.5 | % | |||||||||||||
| Merger and strategic initiatives | 45 | 12 | 275.0 | % | |||||||||||||
| Restructuring charges | 14 | — | N/M | ||||||||||||||
| Total operating expenses | $ | 543 | $ | 481 | 12.9 | % | |||||||||||
| Six Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| Compensation and benefits | $ | 517 | $ | 501 | 3.2 | % | |||||||||||
| Professional and contract services | 61 | 64 | (4.7) | % | |||||||||||||
| Computer operations and data communications | 110 | 101 | 8.9 | % | |||||||||||||
| Occupancy | 71 | 52 | 36.5 | % | |||||||||||||
| General, administrative and other | 35 | 55 | (36.4) | % | |||||||||||||
| Marketing and advertising | 19 | 21 | (9.5) | % | |||||||||||||
| Depreciation and amortization | 134 | 132 | 1.5 | % | |||||||||||||
| Regulatory | 17 | 15 | 13.3 | % | |||||||||||||
| Merger and strategic initiatives | 47 | 27 | 74.1 | % | |||||||||||||
| Restructuring charges | 33 | — | N/M | ||||||||||||||
| Total operating expenses | $ | 1,044 | $ | 968 | 7.9 | % | |||||||||||
N/M Not meaningful.
The increase in compensation and benefits expense in the second quarter and first six months of 2023 compared with the same periods in 2022 was primarily driven by increased headcount and the impact of merit increases, partially offset by a favorable impact from foreign exchange rates of $5 million and $13 million, respectively.
Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 6,565 employees as of June 30, 2023 from 6,214 as of June 30, 2022, reflecting growth across each of our three segments.
Professional and contract services expense remained relatively flat in the second quarter of 2023 compared with the same period in 2022. Professional and contract services expense decreased in the first six months of 2023 compared with the same period in 2022 primarily due to reduced consulting costs and legal fees.
Computer operations and data communications expense increased in the second quarter and first six months of 2023 compared with the same periods in 2022 primarily due to higher costs related to our cloud initiatives.
Occupancy expense increased in the second quarter and first six months of 2023 compared with the same periods in 2022 primarily due to asset impairment charges related to our lease assets. In the first quarter of 2023, we initiated a review of our real estate and facility capacity requirements due to our new and evolving work models. As a result of this ongoing review, for the three and six months ended June 30, 2023, we recorded $5 million and $18 million, respectively, in impairment charges and exit related costs following the abandonment of leased office space.
General, administrative and other expense decreased in the second quarter and first six months of 2023 compared with the same periods in 2022 primarily due to a loss on extinguishment of debt in the second quarter of 2022. The decrease in the first six months of 2023 also includes an insurance recovery related to a legal matter.
Marketing and advertising expense decreased in the second quarter and first six months of 2023 compared with the same periods in 2022 primarily due to lower client incentives resulting from lower IPO activity.
Depreciation and amortization expense remained flat in the second quarter of 2023 compared with 2022. Depreciation and amortization expense increased in the first six months of 2023 compared with the same period in 2022 as a result of our impairment of leasehold improvements related to vacated leased office space, partially offset by a favorable impact from foreign exchange rates. See Note 15, “Leases,” to the condensed consolidated financial statements for further discussion of our asset impairment charges related to vacated leased office space.
Regulatory expense remained relatively flat in the second quarter and first six months of 2023 compared with the same periods in 2022.
36
We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years, which have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third-party transaction costs and vary based on the size and frequency of the activities described above. The increase for the three and six months ended June 30, 2023 compared to the same periods in 2022 primarily reflects higher expenses related to the announced Adenza acquisition.
Restructuring charges increased in the second quarter and first six months of 2023 as a result of charges from our 2022 divisional alignment program. See Note 19, “Restructuring Charges,” to the condensed consolidated financial statements for further discussion. We expect to achieve benefits, in the form of combined annual run rate operating efficiencies and revenue synergies of approximately $30 million annually by 2025.
Non-operating Income and Expenses
The following table presents our non-operating income and expenses:
| Three Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| Interest income | $ | 8 | $ | — | N/M | ||||||||||||
| Interest expense | (36) | (32) | 12.5 | % | |||||||||||||
| Net interest expense | (28) | (32) | (12.5) | % | |||||||||||||
| Other income (loss) | (6) | 8 | (175.0) | % | |||||||||||||
| Net income (loss) from unconsolidated investees | (11) | 9 | (222.2) | % | |||||||||||||
| Total non-operating expense | $ | (45) | $ | (15) | 200.0 | % | |||||||||||
| Six Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| Interest income | $ | 15 | $ | 1 | 1,400.0 | % | |||||||||||
| Interest expense | (73) | (64) | 14.1 | % | |||||||||||||
| Net interest expense | (58) | (63) | (7.9) | % | |||||||||||||
| Other income (loss) | (7) | 2 | (450.0) | % | |||||||||||||
| Net income from unconsolidated investees | 3 | 15 | (80.0) | % | |||||||||||||
| Total non-operating expenses | $ | (62) | $ | (46) | 34.8 | % | |||||||||||
_________
N/M Not meaningful.
The following table presents our interest expense:
| Three Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| Interest expense on debt | $ | 34 | $ | 30 | 13.3 | % | |||||||||||
| Accretion of debt issuance costs and debt discount | 1 | 1 | — | % | |||||||||||||
Other fees | 1 | 1 | — | % | |||||||||||||
| Interest expense | $ | 36 | $ | 32 | 12.5 | % | |||||||||||
| Six Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| Interest expense on debt | $ | 69 | $ | 59 | 16.9 | % | |||||||||||
| Accretion of debt issuance costs and debt discount | 3 | 4 | (25.0) | % | |||||||||||||
Other fees | 1 | 1 | — | % | |||||||||||||
| Interest expense | $ | 73 | $ | 64 | 14.1 | % | |||||||||||
Interest income increased in the second quarter of 2023 compared with the same period in 2022 primarily due to an increase in interest rates and a higher cash balance.
Interest expense increased in the second quarter and first six months of 2023 compared with the same periods in 2022 primarily due to an increase in interest rates related to borrowings under our commercial paper program as well as the new debt issued in June 2023 to finance the Adenza acquisition.
Other income (loss) primarily represents realized and unrealized gains and losses from strategic investments related to our corporate venture program.
Net income (loss) from unconsolidated investees decreased in the second quarter of 2023 compared with 2022 primarily due losses recognized from our equity method investments in OCC and NPM. See “Equity Method Investments,” of Note 6, “Investments,” to the condensed consolidated financial statements for further discussion.
37
Tax Matters
The following table presents our income tax provision and effective tax rate:
| Three Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| ($ in millions) | |||||||||||||||||
Income tax provision | $ | 70 | $ | 90 | (22.2) | % | |||||||||||
Effective tax rate | 20.8 | % | 22.7 | % | |||||||||||||
| Six Months Ended June 30, | Percentage Change | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions) | |||||||||||||||||
| Income tax provision | $ | 165 | $ | 182 | (9.3) | % | |||||||||||
Effective tax rate | 22.5 | % | 23.6 | % | |||||||||||||
For further discussion of our tax matters, see Note 16, “Income Taxes,” to the condensed consolidated financial statements.
NON-GAAP FINANCIAL MEASURES
In addition to disclosing results determined in accordance with U.S. GAAP, we also provide non-GAAP net income attributable to Nasdaq and non-GAAP diluted earnings per share. Management uses this non-GAAP information internally, along with U.S. GAAP information, in evaluating our performance and in making financial and operational decisions. We believe our presentation of these measures provides investors with greater transparency and supplemental data relating to our financial condition and results of operations. In addition, we believe the presentation of these measures is useful to investors for period-to-period comparisons of our ongoing operating performance.
These measures are not in accordance with, or an alternative to, U.S. GAAP, and may be different from non-GAAP measures used by other companies. In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces their usefulness as comparative measures. Investors should not rely on any single financial measure when evaluating our business. This non-GAAP information should be considered as supplemental in nature and is not meant as a substitute for our operating results in accordance with U.S. GAAP. We recommend investors review the U.S. GAAP financial measures included in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the notes thereto. When viewed in conjunction with our U.S. GAAP results and the accompanying reconciliation, we believe these non-GAAP measures provide greater transparency and a more complete understanding of factors affecting our business than U.S. GAAP measures alone.
We understand that analysts and investors regularly rely on non-GAAP financial measures, such as non-GAAP net income attributable to Nasdaq and non-GAAP diluted earnings per share, to assess operating performance. We use non-GAAP net income attributable to Nasdaq and non-GAAP diluted earnings per share because they highlight trends more clearly in our business that may not otherwise be apparent when relying solely on U.S. GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our ongoing operating performance. We believe that excluding the following items from the non-GAAP net income attributable to Nasdaq provides a more meaningful analysis of Nasdaq’s ongoing operating performance and comparisons in Nasdaq’s performance between periods:
•Amortization expense of acquired intangible assets: We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations. As such, if intangible asset amortization is included in performance measures, it is more difficult to assess the day-to-day operating performance of the businesses and the relative operating performance of the businesses between periods.
•Merger and strategic initiatives expense: We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years that have resulted in expenses which would not have otherwise been incurred. The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transaction. These expenses primarily include integration costs, as well as legal, due diligence and other third-party transaction costs. The increase for the three and six months ended June 30, 2023 compared to the same periods in 2022 primarily reflects higher expenses related to the announced Adenza acquisition.
•Restructuring charges: In October 2022, following our September 2022 announcement to realign our segments and leadership, we initiated a divisional alignment program with a focus on realizing the full potential of this structure. See Note 19, “Restructuring Charges,” to the condensed consolidated financial statements for further discussion of our 2022 divisional alignment program.
•Net income from unconsolidated investees: We exclude our share of the earnings and losses of our equity method investments, primarily our equity interest in OCC and NPM. This provides a more meaningful analysis of Nasdaq’s ongoing operating performance or comparisons in Nasdaq’s performance between periods. See “Equity Method Investments,” of Note 6, “Investments,” to the condensed consolidated financial statements for further discussion.
38
•Other items: We have excluded certain other charges or gains, including certain tax items, that are the result of other non-comparable events to measure operating performance. We believe the exclusion of such amounts allows management and investors to better understand the ongoing financial results of Nasdaq. Other significant items include:
◦for the three and six months ended June 30, 2023, other items include impairment charges related to our operating lease assets and leasehold improvements associated with vacating certain leased office space, which are recorded in occupancy and depreciation and amortization expense in our Condensed Consolidated Statements of Income;
◦for the three and six months ended June 30, 2023, other items also include insurance recoveries related to certain legal matters, which are recorded in professional and contract services and general, administrative and other expense in the Condensed Consolidated Statements of Income;
◦for the three and six months ended June 30, 2023 and 2022, other items also include net gains and losses from strategic investments entered into through our corporate venture program included in other income in our Condensed Consolidated Statements of Income; and
◦for the three and six months ended June 30, 2022, other items primarily include a loss on extinguishment of debt, which is recorded under general, administrative and other expense in our Condensed Consolidated Statements of Income.
•Significant tax items: The non-GAAP adjustment to the income tax provision for the three and six months ended June 30, 2023 and 2022 primarily includes the tax impact of each non-GAAP adjustment.
The following tables present reconciliations between U.S. GAAP net income attributable to Nasdaq and diluted earnings per share and non-GAAP net income attributable to Nasdaq and diluted earnings per share:
| Three Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions, except per share amounts) | |||||||||||
| U.S. GAAP net income attributable to Nasdaq | $ | 267 | $ | 307 | |||||||
| Non-GAAP adjustments: | |||||||||||
| Amortization expense of acquired intangible assets | 37 | 39 | |||||||||
| Merger and strategic initiatives expense | 45 | 12 | |||||||||
| Restructuring charges | 14 | — | |||||||||
| Lease asset impairments | 5 | — | |||||||||
| Extinguishment of debt | — | 16 | |||||||||
| Net loss (income) from unconsolidated investees | 11 | (9) | |||||||||
| Other income (loss) | 8 | (8) | |||||||||
| Total non-GAAP adjustments | 120 | 50 | |||||||||
| Total non-GAAP tax adjustments | (37) | (15) | |||||||||
| Total non-GAAP adjustments, net of tax | 83 | 35 | |||||||||
| Non-GAAP net income attributable to Nasdaq | $ | 350 | $ | 342 | |||||||
| U.S. GAAP effective tax rate | 20.8 | % | 22.7 | % | |||||||
| Total adjustments from non-GAAP tax rate | 2.6 | % | 0.8 | % | |||||||
| Non-GAAP effective tax rate | 23.4 | % | 23.5 | % | |||||||
| Weighted-average common shares outstanding for diluted earnings per share | 493.6 | 496.6 | |||||||||
| U.S. GAAP diluted earnings per share | $ | 0.54 | $ | 0.62 | |||||||
| Total adjustments from non-GAAP net income | 0.17 | 0.07 | |||||||||
| Non-GAAP diluted earnings per share | $ | 0.71 | $ | 0.69 | |||||||
39
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| (in millions, except per share amounts) | |||||||||||
| U.S. GAAP net income attributable to Nasdaq | $ | 568 | $ | 590 | |||||||
| Non-GAAP adjustments: | |||||||||||
| Amortization expense of acquired intangible assets | 75 | 78 | |||||||||
| Merger and strategic initiatives expense | 47 | 27 | |||||||||
| Restructuring charges | 33 | — | |||||||||
| Lease asset impairments | 23 | — | |||||||||
| Extinguishment of debt | — | 16 | |||||||||
| Net income from unconsolidated investees | (3) | (14) | |||||||||
| Other income (loss) | (2) | 2 | |||||||||
| Total non-GAAP adjustments | 173 | 109 | |||||||||
| Total non-GAAP tax adjustments | (52) | (29) | |||||||||
| Total non-GAAP adjustments, net of tax | 121 | 80 | |||||||||
| Non-GAAP net income attributable to Nasdaq | $ | 689 | $ | 670 | |||||||
| U.S. GAAP effective tax rate | 22.5 | % | 23.6 | % | |||||||
| Total adjustments from non-GAAP tax rate | 1.5 | % | 0.4 | % | |||||||
| Non-GAAP effective tax rate | 24.0 | % | 24.0 | % | |||||||
| Weighted-average common shares outstanding for diluted earnings per share | 494.2 | 499.2 | |||||||||
| U.S. GAAP diluted earnings per share | $ | 1.15 | $ | 1.18 | |||||||
| Total adjustments from non-GAAP net income | 0.24 | 0.16 | |||||||||
| Non-GAAP diluted earnings per share | $ | 1.39 | $ | 1.34 | |||||||
LIQUIDITY AND CAPITAL RESOURCES
Historically, we have funded our operating activities and met our commitments through cash generated by operations, augmented by the periodic issuance of debt. Currently, our cost and availability of funding remain healthy. We continue to prudently assess our capital deployment strategy through balancing acquisitions, internal investments, debt repayments, and shareholder return activity, including share repurchases and dividends.
In the near term, we expect that our operations and the availability under our revolving credit facility and commercial paper program will provide sufficient cash to fund our operating expenses, capital expenditures, debt repayments, any share repurchases and any dividends.
The value of various assets and liabilities, including cash and cash equivalents, receivables, accounts payable and accrued expenses, the current portion of long-term debt, and commercial paper, can fluctuate from month to month. Working capital (calculated as current assets less current liabilities) was $5,067 million as of June 30, 2023, compared with $(231) million as of December 31, 2022, an increase of $5,298 million. The increase was primarily driven by an increase in cash and cash equivalents and financial investments and a decrease in short-term debt, partially offset by an increase in deferred revenue. We expect that our cash and cash equivalents combined with cash provided by operating activities will be sufficient to meet our ongoing obligations. In addition, we believe our currently-available borrowing capacity and access to additional financing, including our commercial paper program, provides us additional flexibility to meet our ongoing obligations.
Principal factors that could affect the availability of our internally-generated funds include:
• deterioration of our revenues in any of our business segments;
• changes in regulatory and working capital requirements; and
•an increase in our expenses.
Principal factors that could affect our ability to obtain cash from external sources include:
• operating covenants contained in our credit facilities that limit our total borrowing capacity;
• credit rating downgrades, which could limit our access to additional debt;
• a significant decrease in the market price of our common stock; and
• volatility or disruption in the public debt and equity markets.
The following table summarizes our financial assets:
| June 30, 2023 | December 31, 2022 | |||||||||||||
| (in millions) | ||||||||||||||
| Cash and cash equivalents | $ | 5,347 | $ | 502 | ||||||||||
| Financial investments | 288 | 181 | ||||||||||||
| Total financial assets | $ | 5,635 | $ | 683 | ||||||||||
Cash and Cash Equivalents
Cash and cash equivalents includes all non-restricted cash in banks and highly liquid investments with original maturities of 90 days or less at the time of purchase. The balance retained in cash and cash equivalents is a function of anticipated or possible short-term cash needs, prevailing interest rates, our investment policy, and alternative investment choices. As of June 30, 2023, our cash and cash equivalents of $5,347 million were primarily invested in bank deposits, commercial paper and money market funds. In the long-term, we may use both internally generated funds and external sources to satisfy our debt obligations and other long-term liabilities. Cash and cash equivalents as of June 30,
40
2023 increased $4,845 million from December 31, 2022. The increase reflected proceeds from issuances of long-term debt, net of issuance costs, in connection with the financing of the Adenza transaction. For further discussion, see “Financing of the Adenza Transaction,” of Note 8, “Debt Obligations,” to the condensed consolidated financial statements.
Repatriation of Cash
Our cash and cash equivalents held outside of the U.S. in various foreign subsidiaries totaled $253 million as of June 30, 2023 and $275 million as of December 31, 2022. The remaining balance held in the U.S. totaled $5,094 million as of June 30, 2023 and $227 million as of December 31, 2022.
Unremitted earnings of certain subsidiaries outside of the U.S. are used to finance our international operations and are considered to be indefinitely reinvested.
Cash Flow Analysis
The following table summarizes the changes in cash flows:
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Net cash provided by (used in): | (in millions) | ||||||||||
| Operating activities | $ | 979 | $ | 980 | |||||||
| Investing activities | (292) | (244) | |||||||||
| Financing activities | 4,416 | 2,703 | |||||||||
| Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | (230) | (682) | |||||||||
| Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents | 4,873 | 2,757 | |||||||||
| 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 | $ | 11,867 | $ | 8,253 | |||||||
| Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | |||||||||||
| Cash and cash equivalents | $ | 5,347 | $ | 454 | |||||||
| Restricted cash and cash equivalents | 23 | 30 | |||||||||
| Restricted cash and cash equivalents (default funds and margin deposits) | 6,497 | 7,769 | |||||||||
| Total | $ | 11,867 | $ | 8,253 | |||||||
Net Cash Provided by Operating Activities
Net cash provided by operating activities primarily consists of net income adjusted for certain non-cash items such as: depreciation and amortization expense of property and equipment, amortization expense of acquired finite-lived intangible assets, expense associated with share-based compensation, deferred income taxes, extinguishment of debt and bridge fees, non-cash restructuring charges, operating lease asset impairments and net income from unconsolidated investees.
Net cash provided by operating activities is also impacted by the effects of changes in operating assets and liabilities such as: accounts receivable and deferred revenue which are impacted by the timing of customer billings and related collections from our customers; accounts payable and
accrued expenses due to timing of payments; accrued personnel costs, which are impacted by employee performance targets and the timing of payments related to employee bonus incentives; and Section 31 fees payable to the SEC, which is impacted by the changes in SEC fee rates and the timing of collections from customers and payments to the SEC.
Net cash provided by operating activities decreased $1 million for the six months ended June 30, 2023 compared with the same period in 2022. The decrease was primarily driven by Section 31 fees payable to the SEC due to lower average SEC fee rates in 2023 as compared to 2022 and timing of payment, partially offset by a decrease in receivables primarily due to a decrease in SEC 31 fees receivable as well as timing of collection. The remaining change was primarily due to other fluctuations in our working capital.
Net Cash Used in Investing Activities
Net cash used in investing activities for the six months ended June 30, 2023 primarily related to net purchases of trading securities of $115 million, net purchases of investments related to default funds and margin deposits of $103 million and purchases of property and equipment of $79 million, partially offset by proceeds of $5 million from other investing activities.
Net cash used in investing activities for the six months ended June 30, 2022 primarily related to net purchases of investments related to default funds and margin deposits of $202 million, purchases of property and equipment of $77 million and $41 million of cash used for acquisitions, net of cash and cash equivalents acquired, partially offset by proceeds of $55 million from other investing activities and net proceeds from sales and redemptions of securities of $21 million.
Net Cash Provided by Financing Activities
Net cash provided by financing activities for the six months ended June 30, 2023 primarily related to $5,016 million proceeds from issuances of senior unsecured notes, in connection with the Adenza transaction, net of debt issuance costs and an increase in default funds and margin deposits of $364 million, partially offset by $524 million from repayments of our commercial paper, net, $206 million of dividend payments to our shareholders, $159 million in repurchases of common stock and $68 million of payments related to employee shares withheld for taxes.
Net cash provided by financing activities for the six months ended June 30, 2022 primarily related to an increase in default funds and margin deposits of $3,554 million, proceeds of $541 million from the issuances of long-term-debt, partially offset by $499 million for extinguishment of our 2024 Notes, $325 million of repurchases of common stock pursuant to the ASR agreement, $308 million in other repurchases of common stock and $186 million of dividend payments to our shareholders.
41
See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion of our debt obligations.
See “Share Repurchase Program,” and “Cash Dividends on Common Stock,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program and cash dividends paid on our common stock.
Financial Investments
Our financial investments totaled $288 million as of June 30, 2023 and $181 million as of December 31, 2022. Of these securities, $156 million as of June 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. See Note 6, “Investments,” to the condensed consolidated financial statements for further discussion.
Regulatory Capital Requirements
Clearing Operations Regulatory Capital Requirements
We are required to maintain minimum levels of regulatory capital for the clearing operations of Nasdaq Clearing. The level of regulatory capital required to be maintained is dependent upon many factors, including market conditions and creditworthiness of the counterparty. As of June 30, 2023, our required regulatory capital of $120 million was primarily comprised of highly rated European government debt securities that are included in financial investments in the Condensed Consolidated Balance Sheets.
Broker-Dealer Net Capital Requirements
Our broker-dealer subsidiaries, Nasdaq Execution Services, NFSTX, LLC, and Nasdaq Capital Markets Advisory, are subject to regulatory requirements intended to ensure their general financial soundness and liquidity. These requirements obligate these subsidiaries to comply with minimum net capital requirements. As of June 30, 2023, the combined required minimum net capital totaled $1 million and the combined excess capital totaled $26 million, substantially all of which is held in cash and cash equivalents in the Condensed Consolidated Balance Sheets. The required minimum net capital is included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets.
Nordic and Baltic Exchange Regulatory Capital Requirements
The entities that operate trading venues in the Nordic and Baltic countries are each subject to local regulations and are required to maintain regulatory capital intended to ensure their general financial soundness and liquidity. As of June 30, 2023, our required regulatory capital of $34 million was primarily invested in European mortgage bonds and Icelandic government bonds that are included in financial investments in the Condensed Consolidated Balance Sheets and cash, which is included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets.
Other Capital Requirements
We operate several other businesses which are subject to local regulation and are required to maintain certain levels of regulatory capital. As of June 30, 2023, other required regulatory capital of $10 million, primarily related to Nasdaq Central Securities Depository, was primarily invested in European government debt securities that are included in financial investments in the Condensed Consolidated Balance Sheets and cash, which is included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets.
Equity and dividends
Stock Split Effected in the Form of a Stock Dividend
On August 26, 2022, we effected a 3-for-1 stock split of the Company's common stock in the form of a stock dividend to shareholders of record as of August 12, 2022. The par value per share of our common stock remains $0.01 per share. All references made with respect to a number of shares or per share amounts throughout this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the stock split.
Share Repurchase Program
See “Share Repurchase Program,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program.
Cash Dividends on Common Stock
The following table presents our quarterly cash dividends paid per common share on our outstanding common stock:
| 2023 | 2022 | ||||||||||
| First quarter | $ | 0.20 | $ | 0.18 | |||||||
| Second quarter | 0.22 | 0.20 | |||||||||
| Total | $ | 0.42 | $ | 0.38 | |||||||
See “Cash Dividends on Common Stock,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of the dividends.
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Debt Obligations
The following table summarizes our debt obligations by contractual maturity:
| Maturity Date | June 30, 2023 | December 31, 2022 | ||||||||||||||||||
| (in millions) | ||||||||||||||||||||
| Short-term debt: | ||||||||||||||||||||
| Commercial paper | Weighted-average maturity of 16 days | $ | 140 | $ | 664 | |||||||||||||||
Total short-term debt | $ | 140 | $ | 664 | ||||||||||||||||
Long-term debt - senior unsecured notes: | ||||||||||||||||||||
2025 Notes | May 2025 | 497 | — | |||||||||||||||||
2026 Notes | June 2026 | 499 | 498 | |||||||||||||||||
2028 Notes | May 2028 | 992 | — | |||||||||||||||||
| 2029 Notes | March 2029 | 650 | 637 | |||||||||||||||||
| 2030 Notes | February 2030 | 650 | 637 | |||||||||||||||||
| 2031 Notes | January 2031 | 644 | 644 | |||||||||||||||||
2032 Notes | February 2032 | 810 | — | |||||||||||||||||
| 2033 Notes | July 2033 | 666 | 653 | |||||||||||||||||
2034 Notes | February 2034 | 1,240 | — | |||||||||||||||||
| 2040 Notes | December 2040 | 644 | 644 | |||||||||||||||||
| 2050 Notes | April 2050 | 487 | 486 | |||||||||||||||||
| 2052 Notes | March 2052 | 541 | 541 | |||||||||||||||||
| 2053 Notes | August 2053 | 739 | — | |||||||||||||||||
| 2063 Notes | June 2063 | 738 | — | |||||||||||||||||
2022 Revolving Credit Agreement | December 2027 | (5) | (5) | |||||||||||||||||
Total long-term debt | $ | 9,792 | $ | 4,735 | ||||||||||||||||
Total debt obligations | $ | 9,932 | $ | 5,399 | ||||||||||||||||
In December 2022, Nasdaq amended and restated the 2020 Credit Facility with a new maturity date of December 16, 2027. In addition to the 2022 Revolving Credit Agreement, we also have other credit facilities primarily to support our Nasdaq Clearing operations in Europe, as well as to provide a cash pool credit line for one subsidiary. These European credit facilities, which are available in multiple currencies, totaled $178 million as of June 30, 2023 and $184 million as of December 31, 2022 in available liquidity, none of which was utilized.
Financing of the Adenza Transaction
In June 2023, Nasdaq issued a series of six notes for total proceeds of $5,016 million, net of debt issuance costs, with various maturity dates ranging from 2025 to 2063. The net proceeds from these notes will be used to finance the majority of the cash consideration due in connection with the Adenza acquisition. The notes issued in connection with the Adenza financing (the 2025 Notes, the 2028 Notes, the 2032 Notes, the 2034 Notes, the 2053 Notes and the 2063 Notes) are subject to a special mandatory redemption feature pursuant to which we will be required to redeem all of the outstanding notes at a redemption price equal to 101% of the aggregate principal amount of all the notes, plus accrued and unpaid interest, in the event that the closing of the Adenza acquisition does not occur on or before the later of (i) the date that is five business days after September 10, 2024 and (ii) the date that is five business days after any later date to which the seller and Nasdaq mutually agree to extend.
In addition, in connection with the financing of the Adenza acquisition, we entered into 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 and other amounts incurred in connection with this 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 debt rating. As of June 30, 2023, no amounts were outstanding.
As of June 30, 2023, we were in compliance with the covenants of all of our debt obligations.
See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion of our debt obligations.
Contractual Obligations and Contingent Commitments
Nasdaq has contractual obligations to make future payments under debt obligations by contract maturity, minimum rental commitments under non-cancelable operating leases, net and other obligations. The following table shows these contractual obligations as of June 30, 2023:
| Payments Due by Period | |||||||||||||||||
| (in millions) | Total | <1 year | 1-3 years | 3-5 years | 5+ years | ||||||||||||
| Debt obligation by contractual maturity | $ | 16,266 | $ | 461 | $ | 1,753 | $ | 1,677 | $ | 12,375 | |||||||
| Operating lease obligations | 629 | 76 | 134 | 107 | 312 | ||||||||||||
| Purchase obligations | 424 | 78 | 106 | 90 | 150 | ||||||||||||
| Total | $ | 17,319 | $ | 615 | $ | 1,993 | $ | 1,874 | $ | 12,837 | |||||||
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In the preceding table:
•Debt obligations by contractual maturity include both principal and interest obligations. As of June 30, 2023, an interest rate of 5.2% was used to compute the amount of the contractual obligations for interest on the 2022 Revolving Credit Agreement. All other debt obligations were primarily calculated on a 365-day basis at the contractual fixed rate multiplied by the aggregate principal amount as of June 30, 2023. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.
•Operating lease obligations represent our undiscounted operating lease liabilities as of June 30, 2023, as well as legally binding minimum lease payments for leases signed but not yet commenced. See Note 15, “Leases,” to the condensed consolidated financial statements for further discussion of our leases.
Acquisition of Adenza
For further discussion of our acquisition of Adenza, see “2023 Announced Acquisition,” of Note 4, “Acquisitions,” to the condensed consolidated financial statements.
Off-Balance Sheet Arrangements
For discussion of off-balance sheet arrangements see:
• Note 14, “Clearing Operations,” to the condensed consolidated financial statements for further discussion of our non-cash default fund contributions and margin deposits received for clearing operations; and
• Note 17, “Commitments, Contingencies and Guarantees,” to the condensed consolidated financial statements for further discussion of:
◦Guarantees issued and credit facilities available;
◦Other guarantees;
◦Routing brokerage activities;
◦Legal and regulatory matters; and
◦Tax audits.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a result of our operating, investing and financing activities, we are exposed to market risks such as interest rate risk and foreign currency exchange rate risk. We are also exposed to credit risk as a result of our normal business activities.
We have implemented policies and procedures to measure, manage, monitor and report risk exposures, which are reviewed regularly by management and the board of directors. We identify risk exposures and monitor and manage such risks on a daily basis.
We perform sensitivity analyses to determine the effects of market risk exposures. We may use derivative instruments solely to hedge financial risks related to our financial positions or risks that are incurred during the normal course of business. We do not use derivative instruments for speculative purposes.
Interest Rate Risk
We are subject to the risk of fluctuating interest rates in the normal course of business. Our exposure to market risk for changes in interest rates relates primarily to our financial investments and debt obligations, which are discussed below.
Financial Investments
As of June 30, 2023, our investment portfolio was primarily comprised of highly rated European government debt securities, which pay a fixed rate of interest. These securities are subject to interest rate risk and the fair value of these securities will decrease if market interest rates increase. If market interest rates were to increase immediately and uniformly by a hypothetical 100 basis points from levels as of June 30, 2023, the fair value of this portfolio would decline by $2 million.
Debt Obligations
As of June 30, 2023, substantially all of our debt obligations were fixed-rate obligations. Interest rates on certain tranches of notes are subject to adjustment to the extent our debt rating is downgraded below investment grade, as further discussed in Note 8, “Debt Obligations,” to the condensed consolidated financial statements. While changes in interest rates will have no impact on the interest we pay on fixed-rate obligations, we are exposed to changes in interest rates as a result of the borrowings under our 2022 Revolving Credit Agreement, as this facility has a variable interest rate. We are also exposed to changes in interest rates as a result of the amounts outstanding from the sale of commercial paper under our commercial paper program, which have variable interest rates. As of June 30, 2023, we had principal amounts outstanding of $140 million of commercial paper and no amounts outstanding under our 2022 Revolving Credit Agreement. A hypothetical 100 basis points increase in interest rates on our outstanding commercial paper would increase our annual interest expense by approximately $1 million based on borrowings as of June 30, 2023.
We may utilize interest rate swap agreements to achieve a desired mix of variable and fixed rate debt.
Foreign Currency Exchange Rate Risk
We are subject to foreign currency exchange rate risk. Our primary transactional exposure to foreign currency denominated revenues less transaction-based expenses and operating income for the six months ended June 30, 2023 is presented in the following table:
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| Euro | Swedish Krona | Canadian Dollar | Other Foreign Currencies | U.S. Dollar | Total | |||||||||||||||||||||||||||||||||
| (in millions, except currency rate) | ||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2023 | ||||||||||||||||||||||||||||||||||||||
| Average foreign currency rate to the U.S. dollar | 1.089 | 0.095 | 0.745 | # | N/A | N/A | ||||||||||||||||||||||||||||||||
| Percentage of revenues less transaction-based expenses | 6.4% | 4.1% | 0.9% | 3.0% | 85.6% | 100.0% | ||||||||||||||||||||||||||||||||
| Percentage of operating income | 11.2% | (4.7)% | (7.7)% | (5.6)% | 106.8% | 100.0% | ||||||||||||||||||||||||||||||||
| Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses | $(6) | $(4) | $(1) | $(2) | $— | $(13) | ||||||||||||||||||||||||||||||||
| Impact of a 10% adverse currency fluctuation on operating income | $(4) | $(2) | $(3) | $(2) | $— | $(11) | ||||||||||||||||||||||||||||||||
| Euro | Swedish Krona | Canadian Dollar | Other Foreign Currencies | U.S. Dollar | Total | |||||||||||||||||||||||||||||||||
| (in millions, except currency rate) | ||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2023 | ||||||||||||||||||||||||||||||||||||||
| Average foreign currency rate to the U.S. dollar | 1.081 | 0.095 | 0.742 | # | N/A | N/A | ||||||||||||||||||||||||||||||||
| Percentage of revenues less transaction-based expenses | 6.4% | 4.4% | 0.9% | 3.0% | 85.3% | 100.0% | ||||||||||||||||||||||||||||||||
| Percentage of operating income | 10.7% | (4.0)% | (7.1)% | (6.0)% | 106.4% | 100.0% | ||||||||||||||||||||||||||||||||
| Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses | $(12) | $(8) | $(2) | $(5) | $— | $(27) | ||||||||||||||||||||||||||||||||
| Impact of a 10% adverse currency fluctuation on operating income | $(8) | $(3) | $(6) | $(5) | $— | $(22) | ||||||||||||||||||||||||||||||||
# Represents multiple foreign currency rates.
N/A Not applicable.
Our investments in foreign subsidiaries are exposed to volatility in currency exchange rates through translation of the foreign subsidiaries’ net assets or equity to U.S. dollars. Substantially all of our foreign subsidiaries operate in functional currencies other than the U.S. dollar. The financial statements of these subsidiaries are translated into U.S. dollars for consolidated reporting using a current rate of exchange, with net gains or losses recorded in accumulated other comprehensive loss within stockholders’ equity in the Condensed Consolidated Balance Sheets.
Our primary exposure to net assets in foreign currencies as of June 30, 2023 is presented in the following table:
| Net Assets | Impact of a 10% Adverse Currency Fluctuation | |||||||||||||
| (in millions) | ||||||||||||||
| Swedish Krona | $ | 2,953 | $ | 295 | ||||||||||
| British Pound | 152 | 15 | ||||||||||||
| Norwegian Krone | 136 | 14 | ||||||||||||
| Canadian Dollar | 110 | 11 | ||||||||||||
| Australian Dollar | 105 | 10 | ||||||||||||
| Euro | 50 | 5 | ||||||||||||
Credit Risk
Credit risk is the potential loss due to the default or deterioration in credit quality of customers or counterparties. We are exposed to credit risk from third parties, including customers, counterparties and clearing agents. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons. We limit our exposure to credit risk by evaluating the counterparties with which we make investments and execute agreements. For our investment portfolio, our objective is to invest in securities to preserve principal while maximizing yields, without significantly increasing risk. Credit risk associated with investments is minimized substantially by ensuring that these financial assets are placed with governments which have investment grade ratings, well-capitalized financial institutions and other creditworthy counterparties.
Our subsidiary, Nasdaq Execution Services, may be exposed to credit risk due to the default of trading counterparties in connection with the routing services it provides for our trading customers. System trades in cash equities routed to other market centers for members of our cash equity exchanges are routed by Nasdaq Execution Services for clearing to the NSCC. In this function, Nasdaq Execution Services is to be neutral by the end of the trading day, but may be exposed to intraday risk if a trade extends beyond the trading day and into the next day, thereby leaving Nasdaq Execution Services susceptible to counterparty risk in the period between accepting the trade and routing it to the clearinghouse. In this interim period, Nasdaq Execution Services is not novating like a clearing broker but instead is subject to the short-term risk of counterparty failure before the clearinghouse enters the transaction. Once the clearinghouse officially accepts the trade for novation, Nasdaq Execution Services is legally removed from trade execution risk. However, Nasdaq has membership obligations to NSCC independent of Nasdaq Execution Services’ arrangements.
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Pursuant to the rules of the NSCC and Nasdaq Execution Services’ clearing agreement, Nasdaq Execution Services is liable for any losses incurred due to a counterparty or a clearing agent’s failure to satisfy its contractual obligations, either by making payment or delivering securities. Adverse movements in the prices of securities that are subject to these transactions can increase our credit risk. However, we believe that the risk of material loss is limited, as Nasdaq Execution Services’ customers are not permitted to trade on margin and NSCC rules limit counterparty risk on self-cleared transactions by establishing credit limits and capital deposit requirements for all brokers that clear with NSCC. Historically, Nasdaq Execution Services has never incurred a liability due to a customer’s failure to satisfy its contractual obligations as counterparty to a system trade. Credit difficulties or insolvency, or the perceived possibility of credit difficulties or insolvency, of one or more larger or visible market participants could also result in market-wide credit difficulties or other market disruptions.
We have credit risk related to transaction and subscription-based revenues that are billed to customers on a monthly or quarterly basis, in arrears. Our potential exposure to credit losses on these transactions is represented by the receivable balances in our Condensed Consolidated Balance Sheets. We review and evaluate changes in the status of our counterparties’ creditworthiness. Credit losses such as those described above could adversely affect our consolidated financial position and results of operations.
We also are exposed to credit risk through our clearing operations with Nasdaq Clearing. See Note 14, “Clearing Operations,” to the condensed consolidated financial statements for further discussion. Our clearinghouse holds material amounts of clearing member cash deposits, which are held or invested primarily to provide security of capital while minimizing credit, market and liquidity risks. While we seek to achieve a reasonable rate of return, we are primarily concerned with preservation of capital and managing the risks associated with these deposits. As the clearinghouse may pass on interest revenues (minus costs) to the members, this could include negative or reduced yield due to market conditions. The following is a summary of the risks associated with these deposits and how these risks are mitigated.
•Credit Risk. When the clearinghouse has the ability to hold cash collateral at a central bank, the clearinghouse utilizes its access to the central bank system to minimize credit risk exposures. When funds are not held at a central bank, we seek to substantially mitigate credit risk by ensuring that investments are primarily placed in large, highly rated financial institutions, highly rated government debt instruments and other creditworthy counterparties.
•Liquidity Risk. Liquidity risk is the risk a clearinghouse may not be able to meet its payment obligations in the right currency, in the right place and the right time. To mitigate this risk, the clearinghouse monitors liquidity requirements closely and maintains funds and assets in a manner which minimizes the risk of loss or delay in the access by the clearinghouse to such funds and assets. For example, holding funds with a central bank where possible or investing in highly liquid government debt instruments serves to reduce liquidity risks.
•Interest Rate Risk. Interest rate risk is the risk that interest rates rise causing the value of purchased securities to decline. If we were required to sell securities prior to maturity, and interest rates had risen, the sale of the securities might be made at a loss relative to the latest market price. Our clearinghouse seeks to manage this risk by making short term investments of members' cash deposits. In addition, the clearinghouse investment guidelines allow for direct purchases or repurchase agreements with short dated maturities of high quality sovereign debt (for example, European government and U.S. Treasury securities), central bank certificates and multilateral development bank debt instruments.
•Security Issuer Risk. Security issuer risk is the risk that an issuer of a security defaults on its payment when the security matures. This risk is mitigated by limiting allowable investments and collateral under reverse repurchase agreements to high quality sovereign, government agency or multilateral development bank debt instruments.
Item 4. Controls and Procedures
Disclosure controls and procedures. Nasdaq’s management, with the participation of Nasdaq’s Chief Executive Officer, and Executive Vice President and Chief Financial Officer, has evaluated the effectiveness of Nasdaq’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, Nasdaq’s Chief Executive Officer and Executive Vice President and Chief Financial Officer, have concluded that, as of the end of such period, Nasdaq’s disclosure controls and procedures are effective.
Changes in internal control over financial reporting. There have been no changes in Nasdaq’s internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, Nasdaq’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
For a description of our legal proceedings, if any, see “Legal and Regulatory Matters” of Note 17, “Commitments, Contingencies and Guarantees,” to the condensed consolidated financial statements, which is incorporated herein by reference.
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed under “Risk Factors” in our most recent Form 10-K. These risks could materially and adversely affect our business, financial condition and results of operations. These risks and uncertainties are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Share Repurchase Program
See “Share Repurchase Program,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The table below represents repurchases made by or on behalf of us or any “affiliated purchaser” of our common stock during the fiscal quarter ended June 30, 2023:
| Period | (a) Total Number of Shares Purchased | (b) Average Price Paid Per Share | (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) | ||||||||||||||||||||||
| April 2023 | ||||||||||||||||||||||||||
| Share repurchase program | — | $ | — | — | $ | 491 | ||||||||||||||||||||
| Employee transactions | 511,507 | $ | 54.40 | N/A | N/A | |||||||||||||||||||||
| May 2023 | ||||||||||||||||||||||||||
| Share repurchase program | — | $ | — | — | $ | 491 | ||||||||||||||||||||
| Employee transactions | 328 | $ | 55.20 | N/A | N/A | |||||||||||||||||||||
| June 2023 | ||||||||||||||||||||||||||
| Share repurchase program | — | $ | — | — | $ | 491 | ||||||||||||||||||||
| Employee transactions | 12,324 | $ | 54.95 | N/A | N/A | |||||||||||||||||||||
| Total Quarter Ended June 30, 2023 | ||||||||||||||||||||||||||
| Share repurchase program | — | $ | — | — | $ | 491 | ||||||||||||||||||||
| Employee transactions | 524,159 | $ | 54.41 | N/A | N/A | |||||||||||||||||||||
In the preceding table:
•N/A - Not applicable.
•See “Share Repurchase Program,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program.
•Employee transactions represents shares surrendered to us to satisfy tax withholding obligations arising from the vesting of restricted stock and PSUs previously issued to employees.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Other Information
During the three months ended June 30, 2023, none of the Company’s directors or officers adopted terminated
Item 6. Exhibits
| Exhibit Number | ||||||||
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| 101 | The following materials from the Nasdaq, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022; (ii) Condensed Consolidated Statements of Income for the three and six months ended June 30, 2023 and 2022; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2023 and 2022; (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity for the three and six months ended June 30, 2023 and 2022; (v) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022; and (vi) notes to condensed consolidated financial statements. | |||||||
| 104 | Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101. | |||||||
* Certain of the exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K under the Securities Act of 1933, as amended.
** Management contract or compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Nasdaq, Inc. | ||||||||
| (Registrant) | ||||||||
| By: | /s/ Adena T. Friedman | |||||||
| Name: | Adena T. Friedman | |||||||
| Title: | Chief Executive Officer | |||||||
| Date: | August 2, 2023 | |||||||
| By: | /s/ Ann M. Dennison | |||||||
| Name: | Ann M. Dennison | |||||||
| Title: | Executive Vice President and Chief Financial Officer | |||||||
| Date: | August 2, 2023 | |||||||
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