Item 16. Form 10-K Summary

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, on February 21, 2024.

Nasdaq, Inc.
(Registrant)
By:			/s/ Adena T. Friedman
Name:			Adena T. Friedman
Title:			Chief Executive Officer
Date:			February 21, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February 21, 2024.

By:			/s/ Adena T. Friedman
Name:			Adena T. Friedman
Title:			Chief Executive Officer and Chair of the Board
By:			/s/ Sarah Youngwood
Name:			Sarah Youngwood
Title:			Executive Vice President and Chief Financial Officer
By:			/s/ Michelle Daly
Name:			Michelle Daly
Title:			Senior Vice President, Controller and Principal Accounting Officer
By:			*
Name:			Michael R. Splinter
Title:			Director
By:			*
Name:			Melissa M. Arnoldi
Title:			Director
By:			*
Name:			Charlene T. Begley
Title:			Director
By:			*
Name:			Steven D. Black
Title:			Director
By:			*
Name:			Essa Kazim
Title:			Director

By:			*
Name:			Thomas A. Kloet
Title:			Director
By:			*
Name:			Holden Spaht
Title:			Director
By:			*
Name:			Johan Torgeby
Title:			Director
By:			*
Name:			Toni Townes-Whitley
Title:			Director
By:			*
Name:			Jeffery W. Yabuki
Title:			Director
By:			*
Name:			Alfred W. Zollar
Title:			Director
* Pursuant to Power of Attorney
By:			/s/ John A. Zecca
Name:			John A. Zecca
Title:			Attorney-in-Fact

Nasdaq, Inc.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

The following consolidated financial statements of Nasdaq, Inc. and its subsidiaries are presented herein on the page indicated:

Report of Independent Registered Public Accounting Firm (PCAOB ID 42)			F-2
Consolidated Balance Sheets			F-4
Consolidated Statements of Income			F-5
Consolidated Statements of Comprehensive Income			F-6
Consolidated Statements of Changes in Stockholders’ Equity			F-7
Consolidated Statements of Cash Flows			F-8
Notes to Consolidated Financial Statements			F-9

F-1

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Nasdaq, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Nasdaq, Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 21, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

F-2

			Accounting for the Acquisition of Adenza
Description of the Matter			As described in Note 4 to the consolidated financial statements, during 2023 the Company completed its acquisition of Adenza, which was accounted for as a business combination for total purchase consideration of $5,750 million in cash consideration (subject to customary post-closing adjustments) and the issuance of 85,608,414 shares of Nasdaq common stock at a price of $48.71 per share. The transaction resulted in the recognition of $5,933 million of goodwill and $5,050 million of intangible assets. Intangible assets consisted of customer relationships of $3,740 million, technology of $950 million and trade names of $360 million. Auditing the Company’s accounting for its acquisition of Adenza was complex due to the significant estimation uncertainty in the Company’s determination of the fair value of identified intangible assets. The significant estimation uncertainty was primarily due to the sensitivity of the fair value of the customer relationships intangible asset to certain underlying assumptions. The Company used the income approach, specifically the excess earnings method, to measure the fair value of the customer relationships intangible asset, and the significant assumptions used in estimating its fair value included customer attrition rate, revenue growth, EBITDA margin, and the discount rate. These significant assumptions are forward looking and could be affected by future economic and market conditions.

How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s processes with respect to estimates that impact the accounting for the Adenza acquisition. For example, we tested controls over the estimation process supporting the recognition and measurement of the identified intangible assets, including the customer relationships intangible asset, which encompassed testing controls over management’s review of assumptions used in the valuation model. To test the estimated fair value of the customer relationship intangible asset, we performed audit procedures that included, among others, evaluating the Company’s use of valuation methodologies, evaluating significant assumptions utilized by the Company, and evaluating the completeness and accuracy of the underlying data supporting those significant assumptions. We involved our valuation specialists to assist with our evaluation of the methodology used by the Company and significant assumptions included in the fair value estimate, including testing the customer attrition rate, revenue growth, EBITDA margin that form the basis of the forecasted results, and the discount rate. Additionally, we compared the significant assumptions to current industry, market and economic trends, to the historical results of the acquired business, and to the Company’s budgets and forecasts, in addition to performing sensitivity analyses over these assumptions. We also evaluated the adequacy of the Company’s disclosures included in Note 4 in relation to these acquisition matters.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1986.

New York, New York

February 21, 2024

F-3

Nasdaq, Inc.

Consolidated Balance Sheets

(in millions, except share and par value amounts)

			December 31, 2023						December 31, 2022
Assets
Current assets:
Cash and cash equivalents			$	453					$	502
Restricted cash and cash equivalents			20						22
Default funds and margin deposits (including restricted cash and cash equivalents of $6,645 and $6,470, respectively)			7,275						7,021
Financial investments			188						181
Receivables, net			929						677
Other current assets			231						201
Total current assets			9,096						8,604
Property and equipment, net			576						532
Goodwill			14,112						8,099
Intangible assets, net			7,443						2,581
Operating lease assets			402						444
Other non-current assets			665						608
Total assets			$	32,294					$	20,868
Liabilities
Current liabilities:
Accounts payable and accrued expenses			$	332					$	185
Section 31 fees payable to SEC			84						243
Accrued personnel costs			303						243
Deferred revenue			594						357
Other current liabilities			146						122
Default funds and margin deposits			7,275						7,021
Short-term debt			291						664
Total current liabilities			9,025						8,835
Long-term debt			10,163						4,735
Deferred tax liabilities, net			1,642						456
Operating lease liabilities			417						452
Other non-current liabilities			220						226
Total liabilities			21,467						14,704
Commitments and contingencies
Equity
Nasdaq stockholders’ equity:
Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 598,014,520 at December 31, 2023 and 513,157,630 at December 31, 2022; shares outstanding: 575,159,336 at December 31, 2023 and 491,592,491 at December 31, 2022			6						5
Additional paid-in capital			5,496						1,445
Common stock in treasury, at cost: 22,855,184 shares at December 31, 2023 and 21,565,139 shares at December 31, 2022			(587)						(515)
Accumulated other comprehensive loss			(1,924)						(1,991)
Retained earnings			7,825						7,207
Total Nasdaq stockholders’ equity			10,816						6,151
Noncontrolling interests			11						13
Total equity			10,827						6,164
Total liabilities and equity			$	32,294					$	20,868

See accompanying notes to consolidated financial statements.

F-4

Nasdaq, Inc.

Consolidated Statements of Income

(in millions, except per share amounts)

									Year Ended December 31,
															2023						2022						2021
Revenues:
Capital Access Platforms															$	1,770					$	1,682					$	1,566
Financial Technology															1,099						864						772
Market Services															3,156						3,632						3,471
Other revenues															39						48						77
Total revenues															6,064						6,226						5,886
Transaction-based expenses:
Transaction rebates															(1,838)						(2,092)						(2,168)
Brokerage, clearance and exchange fees															(331)						(552)						(298)
Revenues less transaction-based expenses															3,895						3,582						3,420
Operating expenses:
Compensation and benefits															1,082						1,003						938
Professional and contract services															128						140						144
Computer operations and data communications															233						207						186
Occupancy															129						104						109
General, administrative and other															113						125						85
Marketing and advertising															47						51						57
Depreciation and amortization															323						258						278
Regulatory															34						33						64
Merger and strategic initiatives															148						82						87
Restructuring charges															80						15						31
Total operating expenses															2,317						2,018						1,979
Operating income															1,578						1,564						1,441
Interest income															115						7						1
Interest expense															(284)						(129)						(125)
Net gain on divestiture of business															—						—						84
Other income (loss)															(1)						2						81
Net income (loss) from unconsolidated investees															(7)						31						52
Income before income taxes															1,401						1,475						1,534
Income tax provision															344						352						347
Net income															1,057						1,123						1,187
Net loss attributable to noncontrolling interests															2						2						—
Net income attributable to Nasdaq															$	1,059					$	1,125					$	1,187
Per share information:
Basic earnings per share															$	2.10					$	2.28					$	2.38
Diluted earnings per share															$	2.08					$	2.26					$	2.35
Cash dividends declared per common share															$	0.86					$	0.78					$	0.70

See accompanying notes to consolidated financial statements.

F-5

Nasdaq, Inc.

Consolidated Statements of Comprehensive Income

(in millions)

									Year Ended December 31,
															2023						2022						2021
Net income															$	1,057					$	1,123					$	1,187
Other comprehensive income (loss):
Foreign currency translation gains (losses)															39						(375)						(176)
Income tax benefit (expense)(1)															18						(32)						(42)
Foreign currency translation, net															57						(407)						(218)
Net unrealized gain from cash flow hedges															2						—						—
Employee benefit plan adjustment gains (losses)															11						5						(1)
Employee benefit plan income tax provision															(3)						(2)						—
Employee benefit plan, net															8						3						(1)
Total other comprehensive income (loss), net of tax															67						(404)						(219)
Comprehensive income															1,124						719						968
Comprehensive loss attributable to noncontrolling interests															2						2						—
Comprehensive income attributable to Nasdaq															$	1,126					$	721					$	968

____________

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

See accompanying notes to consolidated financial statements.

F-6

Nasdaq, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

(in millions)

									Year Ended December 31,
															2023												2022												2021
																											Shares						$						Shares						$						Shares						$
Common stock
Beginning balance																											492						5						500						5						495						5
Acquisition-related stock issuance																											86						1						—						—						—						—
Ending balance																																	6												5												5
Additional paid-in capital
Beginning balance																																	1,445												1,949												2,544
Share repurchase program																											(5)						(269)						(5)						(308)						(9)						(468)
ASR agreement																											—						—						(6)						(325)						(7)						(475)
Share-based compensation																											3						122						3						106						3						90
Stock option exercises, net																											—						—						—						—						—						1
Acquisition-related stock issuance																											—						4,169						—						—						—						—
Other issuances of common stock, net																											1						29						1						23						19						257
Ending balance																																	5,496												1,445												1,949
Common stock in treasury, at cost
Beginning balance																																	(515)												(437)												(376)
Other employee stock activity																											(2)						(72)						(1)						(78)						(1)						(61)
Ending balance																																	(587)												(515)												(437)
Accumulated other comprehensive loss
Beginning balance																																	(1,991)												(1,587)												(1,368)
Other comprehensive income (loss)																																	67												(404)												(219)
Ending balance																																	(1,924)												(1,991)												(1,587)
Retained earnings
Beginning balance																																	7,207												6,465												5,628
Net income attributable to Nasdaq																																	1,059												1,125												1,187
Cash dividends declared and paid																																	(441)												(383)												(350)
Ending balance																																	7,825												7,207												6,465
Total Nasdaq stockholders’ equity																																	10,816												6,151												6,395
Noncontrolling interests
Beginning balance																																	13												10												3
Net activity related to noncontrolling interests																																	(2)												3												7
Ending balance																																	11												13												10
Total Equity																											575						$	10,827					492						$	6,164					500						$	6,405

See accompanying notes to consolidated financial statements.

F-7

Nasdaq, Inc.

Consolidated Statements of Cash Flows

(in millions)

			Year Ended December 31,
			2023						2022						2021
Cash flows from operating activities:
Net income			$	1,057					$	1,123					$	1,187
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			323						258						278
Share-based compensation			122						106						90
Deferred income taxes			68						38						94
Extinguishment of debt and bridge fees			25						16						33
Net gain on divestiture of business			—						—						(84)
Non-cash restructuring charges			12						—						—
Net (income) loss from unconsolidated investees			7						(31)						(52)
Operating lease asset impairments			13						—						—
Other reconciling items included in net income			30						28						6
Net change in operating assets and liabilities, net of effects of acquisitions:
Receivables, net			3						(101)						(6)
Other assets			9						98						(140)
Accounts payable and accrued expenses			149						19						(17)
Section 31 fees payable to SEC			(160)						181						(162)
Accrued personnel costs			13						—						28
Deferred revenue			88						16						106
Other liabilities			(63)						(45)						(278)
Net cash provided by operating activities			1,696						1,706						1,083
Cash flows from investing activities:
Purchases of securities			(712)						(322)						(316)
Proceeds from sales and redemptions of securities			719						320						285
Proceeds from divestiture of business, net of cash divested			—						—						190
Acquisition of businesses, net of cash and cash equivalents acquired			(5,766)						(41)						(2,430)
Purchases of property and equipment			(158)						(152)						(163)
Investments related to default funds and margin deposits, net(1)			(74)						211						(132)
Other investing activities			(3)						33						(87)
Net cash provided by (used in) investing activities			(5,994)						49						(2,653)
Cash flows from financing activities:
Proceeds from (repayments of) commercial paper, net			(371)						238						420
Repayments of debt and credit commitment			(260)						(1,097)						(804)
Payment of debt extinguishment cost and bridge fees			(25)						(16)						(33)
Proceeds from issuances of debt, net of issuance costs			5,608						541						826
Repurchases of common stock			(269)						(308)						(468)
ASR agreement			—						(325)						(475)
Dividends paid			(441)						(383)						(350)
Proceeds received from employee stock activity and other issuances			29						23						26
Payments related to employee shares withheld for taxes			(72)						(78)						(61)
Default funds and margin deposits			22						2,440						2,330
Other financing activities			(1)						1						7
Net cash provided by financing activities			4,220						1,036						1,418
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents			202						(1,293)						(331)
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents			124						1,498						(483)
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period			6,994						5,496						5,979
Cash and cash equivalents, restricted cash and cash equivalents at end of period			$	7,118					$	6,994					$	5,496
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents
Cash and cash equivalents			$	453					$	502					$	393
Restricted cash and cash equivalents			20						22						29
Restricted cash and cash equivalents (default funds and margin deposits)			6,645						6,470						5,074
Total			$	7,118					$	6,994					$	5,496
Supplemental Disclosure Cash Flow Information
Interest paid			$	177					$	116					$	118
Income taxes paid, net of refund			$	254					$	274					$	501

__________________________

(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 15, "Clearing Operations."

See accompanying notes to consolidated financial statements.

F-8

Nasdaq, Inc.

Notes to Consolidated Financial Statements

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.

Our organizational structure aligns our businesses with the foundational shifts that are driving the evolution of the global financial system. Following the acquisition of Adenza, we further refined the divisional structure into three business segments: Capital Access Platforms, Financial Technology and Market Services.

For further discussion of our businesses, see “Products and Services,” of “Part 1, Item 1. Business.”

Capital Access Platforms

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

Our Data business 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.

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 December 31, 2023, there were 4,044 total listings on The Nasdaq Stock Market, including 600 ETPs. The combined market capitalization was approximately $27.2 trillion. In Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 1,218 listed companies with a combined market capitalization of approximately $2.1 trillion.

Our Index business develops and licenses Nasdaq-branded indices and financial products. We also license cash-settled options, futures and options on futures on our indices. As of December 31, 2023, 388 ETPs listed on 27 exchanges in over 20 countries tracked a Nasdaq index and accounted for $473 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.

Financial Technology

Financial Technology comprises Financial Crime Management Technology, Regulatory Technology and Capital Markets Technology solutions.

Financial Crime Management Technology includes our Verafin solution, a cloud-based anti-financial crime management platform, which helps financial institutions detect, investigate, and report money laundering and financial fraud.

F-9

Regulatory Technology comprises our surveillance solutions and AxiomSL. Our surveillance solutions are designed for brokers and other market participants to assist them in complying with market rules, regulations as well as regulators and exchanges for surveillance. AxiomSL is a global leader in risk data management and regulatory reporting solutions for the financial industry, including banks, broker dealers and asset managers. Its unique enterprise data management platform delivers data lineage, risk aggregation, analytics, workflow automation, reconciliation, validation and audit functionality, as well as disclosures. AxiomSL’s platform supports compliance across a wide range of global and local regulations.

Capital Markets Technology includes market technology, trade management services and Calypso. Our market technology business is a leading global technology solutions provider and partner to exchanges, clearing organizations, central securities depositories, regulators, banks, brokers, buy-side firms and corporate businesses. Our market technology solutions are utilized by leading markets in North America, Europe and Asia as well as emerging markets in the Middle East, Latin America, and Africa. Our trade management services 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. Calypso is a leading provider of front-to-back technology solutions for the financial markets. The Calypso platform provides customers with a single platform designed from the outset to enable consolidation, innovation and growth.

Market Services

Our Market Services segment includes revenues from equity derivatives trading, cash equity trading, Nordic fixed income trading & clearing, Nordic commodities and U.S. Tape plans data. We operate multiple exchanges and other marketplace facilities across several asset classes, including derivatives, commodities, cash equity, debt, structured products and ETPs. In addition, in certain countries where we operate exchanges, we also provide clearing, settlement and central depository services. In June 2023, we entered into an agreement to sell our European energy trading and clearing business, subject to regulatory approval. Beginning in the third quarter of 2023, revenues from this business are reflected in Other Revenues in the Consolidated Statements of Income for all periods, and in our Corporate segment for our segment disclosures. Additionally, certain data revenues from this business that were previously included in our Capital Access Platforms segment are also reflected in Other Revenues in the 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.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

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

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

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

Use of Estimates

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

Foreign Currency

Foreign denominated assets and liabilities are remeasured into the functional currency at exchange rates in effect at the balance sheet date and recorded through the income statement. Gains or losses resulting from foreign currency transactions are remeasured using the rates on the dates on which those elements are recognized during the period, and are included in general, administrative and other expense in the Consolidated Statements of Income.

Translation gains or losses resulting from translating our subsidiaries’ financial statements from the local functional currency to the reporting currency, net of tax, are included in accumulated other comprehensive loss within stockholders’ equity in the Consolidated Balance Sheets. Assets and liabilities are translated at the balance sheet date while revenues and expenses are translated at the date the transaction occurs or at an applicable average rate.

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Cash and Cash Equivalents

Cash and cash equivalents include all non-restricted cash in banks and highly liquid investments with original maturities of 90 days or less at the time of purchase. Such equivalent investments included in cash and cash equivalents in the Consolidated Balance Sheets were $122 million as of December 31, 2023 and $242 million as of December 31, 2022. Cash equivalents are carried at cost plus accrued interest, which approximates fair value due to the short maturities of these investments.

Restricted Cash

Restricted cash and cash equivalents, which was $20 million as of December 31, 2023 and $22 million as of December 31, 2022, is restricted from withdrawal due to a contractual or regulatory requirement or not available for general use and as such is classified as restricted in the Consolidated Balance Sheets. As of December 31, 2023 and 2022, restricted cash and cash equivalents primarily includes funds held for regulatory capital for our trading and clearing businesses.

Default Funds and Margin Deposits

Nasdaq Clearing members’ cash contributions are included in default funds and margin deposits in the Consolidated Balance Sheets as both a current asset and a current liability. These balances may fluctuate over time due to changes in the amount of deposits required and whether members choose to provide cash or non-cash contributions. Non-cash contributions include highly rated government debt securities that must meet specific criteria approved by Nasdaq Clearing. Non-cash contributions are pledged assets that are not recorded in the Consolidated Balance Sheets as Nasdaq Clearing does not take legal ownership of these assets and the risks and rewards remain with the clearing members.

Receivables, net

Our receivables are concentrated with our customers which primarily include corporate clients, investment managers, banks, brokers, and exchange operators. Receivables are shown net of allowance for credit losses. The allowance is maintained at a level that management believes to be sufficient to absorb expected losses over the life of our accounts receivable portfolio. The allowance is increased by the provision for bad debts, which is included in general, administrative and other expense in the Consolidated Statements of Income, and decreased by the amount of charge-offs, net of recoveries.

The allowance is primarily based on an aging methodology. This method applies loss rates based on historical loss information which is disaggregated by business segment and, as deemed necessary, is adjusted for other factors and considerations that could impact collectibility. Additionally, we consider corporate default rate averages over an extended period as compared to the period covered by our historical loss data and include an adjustment to historical loss percentages for current conditions and expected future conditions if necessary.

In circumstances where a specific customer’s inability to meet its financial obligations is known (i.e., bankruptcy filings), we determine whether a specific provision for bad debts is required. Accounts receivable are written-off against the allowance when collection efforts cease. Due to changing economic, business and market conditions, we review the allowance quarterly and make changes to the allowance through the provision for bad debts as appropriate. If circumstances change (i.e., higher than expected defaults or an unexpected material adverse change in a major customer’s ability to pay), our estimates of recoverability could be reduced by a material amount. The total allowance netted against receivables in the Consolidated Balance Sheets was $18 million as of December 31, 2023 and $15 million as of December 31, 2022. Any provision for bad debt or write-off recorded during the year was immaterial.

Investments

Purchases and sales of investment securities are recognized on settlement date.

Financial Investments

Financial investments are comprised of trading securities bought principally to meet regulatory capital requirements mainly for our clearing operations at Nasdaq Clearing. These investments are classified as trading securities as they are generally sold in the near term, with changes in fair value included in other income in the Consolidated Statements of Income.

Fair value is generally obtained from third-party pricing sources. When available, quoted market prices are used to determine fair value. If quoted market prices are not available, fair values are estimated using pricing models with observable market inputs. The inputs to the valuation models vary by the type of security being priced but are typically benchmark yields, reported trades, broker-dealer quotes, and prices of similar assets. Pricing models generally do not entail material subjectivity because the methodologies employed use inputs observed from active markets. See “Fair Value Measurements” below for further discussion of fair value measures.

Equity Securities

Investments in equity securities with readily determinable fair values (other than those accounted for under the equity method or those that result in consolidation of the investee) are measured at fair value and any changes in fair value are recognized in other income in the Consolidated Statements of Income.

Equity investments without readily determinable fair values are accounted for under the measurement alternative, under which investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer on a prospective basis. We assess relevant transactions that occur on or before the balance sheet date to identify observable price changes, and

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we regularly monitor these investments to evaluate whether there is an indication that the investment is impaired, based on the share price from the investee’s latest financing round, the performance of the investee in relation to its own operating targets, the investee’s liquidity and cash position, and general market conditions. If a qualitative assessment indicates that the security is impaired, Nasdaq will estimate the fair value of the security and, if the fair value is less than the carrying amount of the security, will recognize an impairment loss in net income equal to the difference in the period the impairment occurs. See Note 6, “Investments,” for further discussion of our equity securities.

For the years ended December 31, 2023, 2022 and 2021, no material adjustments were made to the carrying value of our equity securities.

Our investments in equity securities are included in other non-current assets in the Consolidated Balance Sheets, as we intend to hold these investments for more than one year.

Equity Method Investments

In general, the equity method of accounting is used when we own 20% to 50% of the outstanding voting stock of a company or when we are able to exercise significant influence over the operating and financial policies of a company. We have certain investments in which we have determined that we have significant influence and as such account for the investments under the equity method of accounting. We record our estimated pro-rata share of earnings or losses each reporting period and record any dividends as a reduction in the investment balance. We evaluate our equity method investments for other-than-temporary declines in value by considering a variety of factors such as the earnings capacity of the investment and the fair value of the investment compared to its carrying amount. In addition, for investments where the market value is readily determinable, we consider the underlying stock price. If the estimated fair value of the investment is less than the carrying amount and management considers the decline in value to be other than temporary, the excess of the carrying amount over the estimated fair value is recognized in net income in the period the impairment occurs. See Note 6, “Investments,” for further discussion of our equity method investments.

No material impairments were recorded to reduce the carrying value of our equity method investments in 2023, 2022 or 2021.

Derivative Financial Instruments and Hedging Activities

Non-Designated Derivatives

We use foreign exchange forward contracts to manage foreign currency exposure of intercompany loans, accounts receivable, accounts payable and other balance sheet items. These contracts are not designated as hedges for financial reporting purposes. The change in fair value of these contracts is recognized in general, administrative and other

expense in the Consolidated Statements of Income and offsets the foreign currency exposure.

As of December 31, 2023 and 2022, the fair value amounts of our derivative instruments were immaterial.

Net Investment Hedges

Net assets of our foreign subsidiaries are exposed to volatility in foreign currency exchange rates. We may utilize net investment hedges to offset the translation adjustment arising from re-measuring our investment in foreign subsidiaries.

Our 2029, 2030, 2032 and 2033 Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Any increase or decrease related to the remeasurement of the 2029, 2030, 2032 and 2033 Notes into U.S. dollars is recorded in accumulated other comprehensive loss within stockholders’ equity in the Consolidated Balance Sheets. See “Net Investment Hedge” of Note 9, “Debt Obligations,” for further discussion.

Property and Equipment, net

Property and equipment, including leasehold improvements, are carried at cost less asset impairment charges and accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method over the estimated useful lives of the related assets, which range from 10 to 40 years for buildings and improvements, 3 to 5 years for data processing equipment, and 5 to 10 years for furniture and equipment.

Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the remaining term of the related lease.

We develop systems solutions for both internal and external use. Certain costs incurred in connection with developing or obtaining internal use software are capitalized. In addition, certain costs of computer software to be sold, leased, or otherwise marketed as a separate product or as part of a product or process are capitalized beginning when a product’s technological feasibility has been established and ending when a product is available for general release. Technological feasibility is established upon completion of a detailed program design or, in its absence, completion. Prior to reaching technological feasibility, all costs are charged to expense. Unamortized capitalized costs are included in data processing equipment and software, within property and equipment, net in the Consolidated Balance Sheets. Capitalized software costs are amortized on a straight-line basis over the estimated useful lives of the software, generally 5 to 10 years. Amortization of these costs is included in depreciation and amortization expense in the Consolidated Statements of Income.

Implementation costs incurred in a cloud computing arrangement that is a service contract are capitalized as a prepaid asset, included in other assets in our Consolidated Balance Sheets, and are amortized over the expected service

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period in the relevant expense category in the Consolidated Statements of Income.

Property and equipment are subject to impairment testing when events or conditions indicate that the carrying amount of an asset may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset, or for internal use software, the fair value of the asset. Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results.

See Note 7, “Property and Equipment, net,” for further discussion.

Leases

At inception, we determine whether a contract is or contains a lease. We have operating leases which are primarily real estate leases for our U.S. and European headquarters and for general office space. As of December 31, 2023, these leases have varying lease terms with remaining maturities ranging up to 13 years. Operating lease balances are included in operating lease assets, other current liabilities, and operating lease liabilities in our Consolidated Balance Sheets. We do not have any leases classified as finance leases.

Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Since our leases do not provide an implicit rate, we use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date in determining the present value of lease payments. The operating lease asset also includes any lease payments made and excludes lease incentives. Our lease terms include options to extend or terminate the lease when we are reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Certain of our lease agreements include rental payments adjusted periodically for inflation based on an index or rate. These payments are included in the initial measurement of the operating lease liability and operating lease asset. However, rental payments that are based on a change in an index or a rate are considered variable lease payments and are expensed as incurred.

We have lease agreements with lease and non-lease components, which are accounted for as a single performance obligation to the extent that the timing and pattern of transfer are similar for the lease and non-lease components and the lease component qualifies as an operating lease. We do not recognize lease liabilities and operating lease assets for leases with a term of 12 months or less. We recognize these lease payments on a straight-line basis over the lease term.

We review our operating lease assets for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. We fully impair our lease assets for locations that we vacate with no intention to sublease.

See Note 16, “Leases,” for further discussion.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We recognize specifically identifiable intangibles, such as customer relationships, technology, exchange and clearing registrations, trade names and licenses when a specific right or contract is acquired. Goodwill and intangible assets deemed to have indefinite useful lives, primarily exchange and clearing registrations, are not amortized but instead are tested for impairment at least annually as of October 1 and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than its carrying amount, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. When testing goodwill and indefinite-lived intangible assets for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than their respective carrying amounts as the basis to determine if it is necessary to perform a quantitative impairment test. If we choose not to complete a qualitative assessment, or if the initial assessment indicates that it is more likely than not that the carrying amount of a reporting unit or the carrying amount of an indefinite-lived intangible asset exceeds their respective estimated fair values, a quantitative test is required.

In performing a quantitative impairment test, we compare the fair value of each reporting unit and indefinite-lived intangible asset with their respective carrying amounts. If the carrying amounts of the reporting unit or the indefinite-lived intangible asset exceed their respective fair values, an impairment charge is recognized in an amount equal to the difference, limited to the total amount of goodwill allocated to that reporting unit or the total carrying value of the indefinite-lived intangible asset.

There was no impairment of goodwill or indefinite-lived intangible assets for the years ended December 31, 2023, 2022 and 2021. Future disruptions to our business and events, such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses, may result in goodwill or indefinite-lived intangible asset impairment charges in the future.

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Other Long-Lived Assets

We review our other long-lived assets, such as finite-lived intangible assets and property and equipment, for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Fair value of finite-lived intangible assets and property and equipment is based on various valuation techniques. Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results.

There were no material finite-lived impairment charges in 2023 and 2022. We recorded pre-tax, non-cash finite-lived intangible assets impairment charges of $14 million in 2021 related to a finite-lived intangible asset for customer relationships associated with the wind down of a previous acquisition. In addition, we also recorded pre-tax, non-cash property and equipment asset impairment charges of $12 million in 2023, $8 million in 2022, and $4 million in 2021.

Revenue Recognition and Transaction-Based Expenses

Revenue From Contracts With Customers

Our revenue recognition policies under “Revenue from Contracts with Customers (Topic 606),” are described in the following paragraphs.

Contract Balances

Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our Consolidated Balance Sheets as receivables which are net of an allowance for credit losses of $18 million as of December 31, 2023 and $15 million as of December 31, 2022. The activity during the period relating to changes in the allowance for credit losses was immaterial. We do not have obligations for warranties, returns or refunds to customers.

The majority of our contracts with customers do not have significant variable consideration. We do not have a material amount of revenues recognized from performance obligations that were satisfied in prior periods. We do not provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year.

For contract durations that are one-year or greater, the portion of transaction price allocated to unsatisfied performance obligations is included in Note 3, “Revenue From Contracts With Customers.” Our deferred revenue primarily arises from contract liabilities related to our fees for annual and initial listings, workflow & insights, regulatory technology, and capital markets technology contracts. Deferred revenue is the only significant contract asset or liability as of December 31, 2023 and 2022. See Note 8, “Deferred Revenue,” for our

discussion of deferred revenue balances, activity, and expected timing of recognition. See “Revenue Recognition” below for further descriptions of our revenue contracts.

Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and amortized on a straight-line basis over the period of benefit that we have determined to be the contract term or estimated service period. Sales commissions for renewal contracts are deferred and amortized on a straight-line basis over the related contractual renewal period. Amortization expense is included in compensation and benefits expense in the Consolidated Statements of Income. The balance of deferred costs and related amortization expense are not material to our consolidated financial statements. Sales commissions are expensed when incurred if contract durations are one year or less. Sales taxes are excluded from transaction prices.

Certain judgments and estimates were used in the identification and timing of satisfaction of performance obligations and the related allocation of transaction price and are discussed below. We believe that these represent a faithful depiction of the transfer of services to our customers.

Revenue Recognition

Our primary revenue contract classifications are described below. Revenues are categorized based on similar economic characteristics of the nature, amount, timing and uncertainty of our revenues and cash flows.

Capital Access Platforms

Data and Listings

Data revenues are earned from U.S. and European proprietary data products. We earn revenues primarily based on the number of data subscribers and distributors of our data. Data revenues are subscription-based and are recognized on a monthly basis.

Listing services revenues primarily include initial listing fees and annual renewal fees. Under Topic 606, the initial listing fee is allocated to multiple performance obligations including initial and subsequent listing services and corporate solutions products (when a company qualifies to receive certain complimentary IPO products under the applicable Nasdaq rule), as well as a customer’s material right to renew the option to list on our exchanges. In performing this allocation, the standalone selling price of the performance obligations is based on the initial and annual listing fees and the standalone selling price of the IPO complimentary services is based on its market value. All listing fees are billed upfront and the identified performance obligations are satisfied over time since the customer receives and consumes the benefit as Nasdaq provides the listing service. The amount of revenue related to the IPO complimentary services performance obligation is recognized ratably over a three-year period, which is based on contract terms, with the remaining revenue recognized ratably over six years which is based on our historical listing experience and projected future listing duration.

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In the U.S., annual renewal fees are charged to listed companies based on their number of outstanding shares at the end of the prior year and are recognized ratably over the following twelve-month period since the customer receives and consumes the benefit as Nasdaq provides the service. Annual fees are charged to newly listed companies on a pro-rata basis, based on outstanding shares at the time of listing and recognized over the remainder of the year. European annual renewal fees, which are received from companies listed on our Nasdaq Nordic and Nasdaq Baltic exchanges and Nasdaq First North, are directly related to the listed companies’ market capitalization on a trailing twelve-month basis and are recognized ratably over the following twelve-month period since the customer receives and consumes the benefit as Nasdaq provides the service.

Index

We develop and license Nasdaq-branded indices and financial products and provide index data products for third-party clients. Revenues primarily include license fees from these branded indices and financial products in the U.S. and abroad. We primarily have two types of license agreements: asset-based licenses and transaction-based licenses. Asset-based licenses are generally renewable agreements. Customers are charged based on a percentage of AUM for licensed products, per the agreement, on a monthly or quarterly basis. These revenues are recognized over the term of the license agreement since the customer receives and consumes the benefit as Nasdaq provides the service. Revenue from index data subscriptions are recognized on a monthly basis. Transaction-based licenses are also generally renewable agreements. Customers are charged based on transaction volume or a minimum contract amount, or both. If a customer is charged based on transaction volume, we recognize revenue when the transaction occurs. If a customer is charged based on a minimum contract amount, we recognize revenue on a pro-rata basis over the licensing term since the customer receives and consumes the benefit as Nasdaq provides the service.

Workflow & Insights

Analytics revenues are earned from investment content and analytics products. We earn revenues primarily based on the number of content and analytics subscribers and distributors.

Subscription agreements are generally one to three years in term, payable in advance, and provide for automatic renewal. Subscription-based revenues are recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer since the customer receives and consumes the benefit as Nasdaq provides the service.

Our corporate solutions business includes our Investor Relations Intelligence, ESG Services and Governance Solutions businesses, which serve both public and private companies and organizations.

Corporate solutions revenues primarily include subscription and transaction-based income from our investor relations intelligence and governance solutions products and services. Subscription-based revenues earned are recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer since the customer receives and consumes the benefit as Nasdaq provides the service. Generally, fees are billed in advance and the contract provides for automatic renewal. As part of subscription agreements, customers can also be charged usage fees based upon actual usage of the services provided. Revenues from usage fees are recognized at a point in time when the service is provided.

Financial Technology

Financial Crime Management Technology

Our financial crime management technology solution primarily consists of SaaS revenues. We enter into subscription agreements which allow customers access to our cloud platform. Subscription agreements are generally three years in term, payable in advance, with the option of automatic renewal for some products. Subscription-based revenues are recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer since the customer receives and consumes the benefit as Nasdaq provides the service.

Regulatory Technology

Our surveillance solutions primarily consist of SaaS revenues and we enter into subscription agreements which allow customers access to our cloud platform or a connection to our servers to access the software. We recognize revenue from these agreements similarly to our revenue recognition for the Financial Crime Management Technology agreements discussed above.

AxiomSL provides financial institutions with risk & financial regulatory reporting and risk management solutions. The products can be offered as an on-premise or as a cloud service agreement.

A license for on-premise software provides customers with the right to use the software at its current state at the time made available to the customer. These contracts generally consist of the following distinct performance obligations: license, professional services and maintenance.

In allocating the contractual price to each performance obligation, we have used our best estimate of the stand-alone selling price. Consideration is first allocated to performance obligations with established stand-alone selling prices based on observable evidence such as professional services with the residual being split between license and maintenance.

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License revenue is recognized upfront at the point in time when the software is made available to the customer as this is the point the user of the software can direct the use of and obtain substantially all of the remaining benefits from the software license. Maintenance revenue is recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer since the customer receives and consumes the benefit as Nasdaq provides the service.

Professional services are typically billed on a time and expense basis and revenue is recognized based on actual hours incurred. Nasdaq also offers fixed price contract agreements and revenue is recognized using the input method to measure progress towards complete satisfaction of the services, because the customer simultaneously receives and consumes the benefits provided by the Company.

AxiomSL can also be offered as a cloud service whereby the software is hosted and managed for customers. These hosted agreements generally include a license, hosting services and maintenance services. We have determined that these services are not distinct in the context of the hosting arrangement as the customer cannot benefit from the license or maintenance without the hosting services. Cloud revenues are recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer since the customer receives and consumes the benefit as Nasdaq provides the service.

Capital Markets Technology

Calypso’s capital market product consists of the provision of cloud-enabled, cross-asset, front-to-back solutions for financial markets. Our Calypso product offering includes on-premise and cloud service agreements and we recognize revenue from these agreements similarly to our revenue recognition for the AxiomSL agreements discussed above.

Through our trade management services, we provide market participants with a wide variety of alternatives for connecting to and accessing our markets for a fee. We also offer market participants colocation services, whereby we charge firms for cabinet space and power to house their own equipment and servers within our data centers. These participants are charged monthly fees for cabinet space, connectivity and support in accordance with our published fee schedules. These fees are recognized on a monthly basis when the performance obligation is met. We also earn revenues from annual and monthly exchange membership and registration fees. Revenues for monthly exchange membership and registration fees are recognized on a monthly basis as the service is provided. Revenues from annual fees for exchange membership and registration fees are recognized ratably over the following twelve-month period since the customer receives and consumes the benefit as Nasdaq provides the service.

Market technology revenues primarily consist of software, license and support revenues, SaaS revenues, and change request revenues.

We enter into long-term contracts with customers to develop customized technology solutions, license the right to use software, and provide support and other services to our customers. We also enter into agreements to modify the system solutions sold by Nasdaq after delivery has occurred. In addition, we enter into subscription agreements which allow customers to connect to our servers to access our software.

Our long-term contracts with customers to develop customized technology solutions, license the right to use software and provide support and other services to our customers have multiple performance obligations. The performance obligations are generally: (i) software license and installation service and (ii) software support. We have determined that the software license and installation service are not distinct as the license and the customized installation service are inputs to produce the combined output, a functional and integrated software system.

For contracts with multiple performance obligations, we allocate the contract transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. In instances where standalone selling price is not directly observable, such as when we do not sell the product or service separately, we determine the standalone selling price predominantly through an expected cost plus a margin approach. For the years ended December 31, 2023, 2022 and 2021 we recognized revenues of $75 million, $75 million and $77 million, respectively, related to the market technology contracts described above.

Contract modifications are routine in the performance of our contracts. Contracts are often modified to account for changes in contract specifications or requirements. In most instances, contract modifications are for goods and services that are not distinct, and, therefore, are accounted for as part of the existing contract.

For our long-term contracts, payments are generally made throughout the contract life and can be dependent on either reaching certain milestones or paid upfront in advance of the service period depending on the stage of the contract. For subscription agreements, contract payment terms can be quarterly, annually or monthly, in advance. For all other contracts, payment terms vary.

We generally recognize revenue over time as our customers simultaneously receive and consume the benefits provided by our performance because our customer controls the asset for which we are creating, our performance does not create an asset with alternative use, and we have a right to payment for performance completed to date. For these services, we recognize revenue over time using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligation. Incurred costs represent work performed, which corresponds with, and thereby depicts, the transfer of control to the customer. Contract costs generally include labor and direct overhead. For software support and update services, and for

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subscription agreements which allow customers to connect to our servers to access our software, we generally recognize revenue ratably over the service period beginning on the date our service is made available to the customer since the customer receives and consumes the benefit consistently over the period as Nasdaq provides the services.

Accounting for our long-term contracts requires judgment relative to assessing risks and their impact on the estimate of revenues and costs. Our estimates are impacted by factors such as the potential for schedule and technical issues, productivity, and the complexity of work performed. When adjustments in estimated total contract costs are required, any changes in the estimated revenues from prior estimates are recognized in the current period for the effect of such change. If estimates of total costs to be incurred on a contract exceed estimates of total revenues, a provision for the entire estimated loss on the contract is recorded in the period in which the loss is determined.

Market Technology SaaS revenues are recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer due to the fact that the customer receives and consumes the benefit as Nasdaq provides the service.

Market Services

Transaction-Based Trading and Clearing

Transaction-based trading and clearing includes equity derivative trading and clearing, cash equity trading and FICC revenues. Nasdaq charges transaction fees for trades executed on our exchanges, as well as on orders that are routed to and executed on other market venues. Nasdaq charges clearing fees for contracts cleared with Nasdaq Clearing.

In the U.S., transaction fees are based on trading volumes for trades executed on our U.S. exchanges and in Europe, transaction fees are based on the volume and value of traded and cleared contracts. In Canada, transaction fees are based on trading volumes for trades executed on our Canadian exchange.

Nasdaq satisfies its performance obligation for trading services upon the execution of a customer trade and clearing services when a contract is cleared, as trading and clearing transactions are substantially complete when they are executed and we have no further obligation to the customer at that time. Transaction-based trading and clearing fees can be variable and are based on trade volume tiered discounts. Transaction revenues, as well as any tiered volume discounts, are calculated and billed monthly in accordance with our published fee schedules. In the U.S., we also pay liquidity payments to customers based on our published fee schedules. We use these payments to improve the liquidity on our markets and therefore recognize those payments as a cost of revenue.

For U.S. equity derivative trading, we credit a portion of the per share execution charge to the market participant that provides the liquidity. For U.S. and Canadian cash equity

trading, including for The Nasdaq Stock Market, Nasdaq PSX and Nasdaq CXC, we credit a portion of the per share execution charge to the market participant that provides the liquidity, and for Nasdaq BX and Nasdaq CX2, we credit a portion of the per share execution charge to the market participant that takes the liquidity. We record these credits as transaction rebates that are included in transaction-based expenses in the Consolidated Statements of Income. These transaction rebates are paid on a monthly basis and the amounts due are included in accounts payable and accrued expenses in the Consolidated Balance Sheets.

In the U.S., we pay Section 31 fees to the SEC for supervision and regulation of securities markets. We pass these costs along to our customers through our equity derivative trading and clearing fees and our cash equity trading fees. We collect the fees as a pass-through charge from organizations executing eligible trades on our options exchanges and our cash equity platforms and we recognize these amounts in transaction-based expenses when incurred. Section 31 fees received are included in cash and cash equivalents in the Consolidated Balance Sheets at the time of receipt and, as required by law, the amount due to the SEC is remitted semiannually and recorded as Section 31 fees payable to the SEC in the Consolidated Balance Sheets until paid. Since the amount recorded as revenues is equal to the amount recorded as transaction-based expenses, there is no impact on our revenues less transaction-based expenses. As we hold the cash received until payment to the SEC, we earn interest income on the related cash balances.

Under our Limitation of Liability Rule and procedures, we may, subject to certain caps, provide compensation for losses directly resulting from our systems’ actual failure to correctly process an order, quote, message or other data into our platform. We do not record a liability for any potential claims that may be submitted under the Limitation of Liability Rule unless they meet the provisions required in accordance with U.S. GAAP. As such, losses arising as a result of the rule are accrued and charged to expense only if the loss is probable and estimable.

U.S. Tape Plans

For U.S. Tape plans, revenues are collected monthly based on published fee schedules and distributed quarterly to the U.S. exchanges based on a formula required by Regulation NMS that takes into account both trading and quoting activity. These revenues are presented on a net basis as all indicators of principal versus agent reporting under U.S. GAAP have been considered in analyzing the appropriate presentation of the revenue sharing. The following are primary indicators of net reporting:

• We are the administrator for the UTP plan, in addition to being a participant in the plan. In our unique role as administrator, we facilitate the collection and dissemination of revenues on behalf of the plan participants. As a participant, we share in the net distribution of revenues according to the plan on the same terms as all other plan participants.

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• The operating committee of the plan, which comprises representatives from each of the participants, including us solely in our capacity as a plan participant, is responsible for setting the level of fees to be paid by distributors and subscribers and taking action in accordance with the provisions of the plan, subject to SEC approval.

• Risk of loss on the revenue is shared equally among plan participants according to the plan.

Other Revenues

Other revenues related to our European power trading and clearing business, following our announcement in June 2023 to sell this business, subject to regulatory approval. Prior to June 2023, these amounts were included in our Market Services and Capital Access Platforms segments. Other revenues also include revenues related to our Nordic broker services business for which we completed the wind-down in June 2022, as well as revenues associated with our U.S. Fixed Income business, which was sold in June 2021. Prior to the closing of the transaction, these revenues were included in our Market Services and Capital Access Platforms segments. Additionally, for the year ended December 31, 2021, other revenues include revenues associated with the NPM business which we contributed in July 2021 to a standalone, independent company, of which we own the largest minority interest, together with a consortium of third-party financial institutions. Prior to July 2021, these revenues were included in our Capital Access Platforms segment. For the years ended December 31, 2023, 2022 and 2021, other revenues also include a transitional services agreement associated with a divested business.

Earnings Per Share

We present both basic and diluted earnings per share. Basic earnings per share is computed by dividing net income attributable to Nasdaq by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income attributable to Nasdaq by the weighted-average number of common shares and common share equivalents outstanding during the period and reflects the assumed conversion of all dilutive securities, which primarily consist of restricted stock, PSUs, and employee stock options. Common share equivalents are excluded from the computation in periods for which they have an anti-dilutive effect. Stock options for which the exercise price exceeds the average market price over the period are anti-dilutive and, accordingly, are excluded from the calculation. Shares which are considered contingently issuable are included in the computation of dilutive earnings per share on a weighted average basis when management determines the applicable performance criteria would have been met if the performance period ended as of the date of the relevant computation. See Note 13, “Earnings Per Share,” for further discussion.

Pension and Post-Retirement Benefits

Pension and other post-retirement benefit plan information for financial reporting purposes is developed using actuarial valuations. We assess our pension and other post-retirement benefit plan assumptions on a regular basis. In evaluating these assumptions, we consider many factors, including evaluation of the discount rate, expected rate of return on plan assets, mortality rate, healthcare cost trend rate, retirement age assumption, our historical assumptions compared with actual results and analysis of current market conditions and asset allocations. See Note 10, “Retirement Plans,” for further discussion.

Discount rates used for pension and other post-retirement benefit plan calculations are evaluated annually and modified to reflect the prevailing market rates at the measurement date of a high-quality fixed-income debt instrument portfolio that would provide the future cash flows needed to pay the benefits included in the benefit obligations as they come due. Actuarial assumptions are based upon management’s best estimates and judgment.

The expected rate of return on plan assets for our U.S. pension plans represents our long-term assessment of return expectations which may change based on significant shifts in economic and financial market conditions. The long-term rate of return on plan assets is derived from return assumptions based on targeted allocations for various asset classes. While we consider the pension plans’ recent performance and other economic growth and inflation factors, which are supported by long-term historical data, the return expectations for the targeted asset categories represent a long-term prospective return.

Share-Based Compensation

Nasdaq uses the fair value method of accounting for share-based awards. Share-based awards, or equity awards, include restricted stock, PSUs, and stock options. The fair value of restricted stock awards and PSUs, other than PSUs granted with market conditions, is determined based on the grant date closing stock price less the present value of future cash dividends. We estimate the fair value of PSUs granted with market conditions using a Monte Carlo simulation model at the date of grant. The fair value of stock options are estimated using the Black-Scholes option-pricing model.

We generally recognize compensation expense for equity awards on a straight-line basis over the requisite service period of the award, taking into account an estimated forfeiture rate. Granted but unvested shares are generally forfeited upon termination of employment.

Excess tax benefits or expense related to employee share-based payments, if any, are recognized as income tax benefit or expense in the Consolidated Statements of Income when the awards vest or are settled.

F-18

Nasdaq also has an ESPP that allows eligible employees to purchase a limited number of shares of our common stock at six-month intervals, called offering periods, at 85.0% of the lower of the fair market value on the first or the last day of each offering period. The 15.0% discount given to our employees is included in compensation and benefits expense in the Consolidated Statements of Income.

See Note 11, “Share-Based Compensation,” for further discussion of our share-based compensation plans.

Merger and Strategic Initiatives

We incur incremental direct merger and strategic initiative costs relating to various completed and potential acquisitions, divestitures, and other strategic opportunities. These costs generally include integration costs, as well as legal, due diligence and other third-party transaction costs.

Fair Value Measurements

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, we consider the principal or most advantageous market in which we would transact, and we also consider assumptions that market participants would use when pricing the asset or liability. Fair value measurement establishes a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect Nasdaq’s market assumptions. These two types of inputs create the following fair value hierarchy:

• Level 1 - Quoted prices for identical instruments in active markets.

• Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

• Level 3 - Instruments whose significant value drivers are unobservable.

This hierarchy requires the use of observable market data when available.

See Note 14, “Fair Value of Financial Instruments,” for further discussion.

Tax Matters

We use the asset and liability method to determine income taxes on all transactions recorded in the consolidated financial statements. Deferred tax assets (net of valuation allowances) and deferred tax liabilities are presented net by jurisdiction as either a non-current asset or liability in our Consolidated Balance Sheets, as appropriate. Deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities (i.e., temporary differences) and are measured at the enacted rates that will be in effect when these differences are realized. If necessary, a valuation allowance is established to reduce deferred tax assets to the amount that is more likely than not to be realized.

In order to recognize and measure our unrecognized tax benefits, management determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the recognition thresholds, the position is measured to determine the amount of benefit to be recognized in the consolidated financial statements. Interest and/or penalties related to income tax matters are recognized in income tax expense.

Subsequent Events

We have evaluated subsequent events through the issuance date of this Annual Report on Form 10-K.

Recent Accounting Developments

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within the segment measure of profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM and an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024. We are currently reviewing the impact that the adoption of ASU 2023-07 may have on our Consolidated Financial Statements and disclosures.

F-19

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 years ended December 31, 2023 and 2022:

			Year Ended December 31,
			2023						2022						2021
			(in millions)
Capital Access Platforms
Data & Listing Services			$	749					$	727					$	678
Index			528						486						459
Workflow & Insights			493						469						429
Financial Technology
Financial Crime Management Technology			223						176						104
Regulatory Technology			212						130						127
Capital Markets Technology			664						558						541
Market Services, net			987						988						1,005
Other revenues			39						48						77
Revenues less transaction-based expenses			$	3,895					$	3,582					$	3,420

Substantially all revenues from the Capital Access Platforms segment are recognized over time for the years ended December 31, 2023, 2022 and 2021. For 2023, 6.7% of the Financial Technology segment revenues were recognized at a point in time. This relates to AxiomSL and Calypso license revenues for the two months since acquisition. The remaining Financial Technology revenues were recognized over time. For the years ended December 31, 2023, 2022 and 2021 approximately 93.0%, 93.2%, and 93.6% respectively, of Market Services revenues were recognized at a point in time and 7.0%, 6.8% and 6.4%, respectively, were recognized over time.

Contract Balances

Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our Consolidated Balance Sheets as receivables, which are net of allowance for doubtful accounts of $18 million as of December 31, 2023 and $15 million as of December 31, 2022. There were no material upward or downward adjustments to the allowance during the year ended December 31, 2023. We do not have obligations for warranties, returns or refunds to customers.

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

Deferred revenue is the only significant contract asset or liability as of December 31, 2023. Deferred revenue represents consideration received that is yet to be recognized as revenue for unsatisfied performance obligations. Deferred revenue primarily represents our contract liabilities related to

our fees for Annual and Initial Listings, Workflow & Insights, Financial Crime Management Technology, Regulatory Technology and Capital Markets Technology contracts. See Note 8, “Deferred Revenue,” for our discussion on deferred revenue balances, activity, and expected timing of recognition.

We do not provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. For our initial listings, the transaction price allocated to remaining performance obligations is included in deferred revenue. For our Financial Crime Management Technology, Regulatory Technology, Capital Markets Technology and Workflow & Insights contracts, the portion of transaction price allocated to unsatisfied performance obligations is presented in the table below. To the extent consideration has been received, unsatisfied performance obligations would be included in the table below as well as deferred revenue.

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

			Financial Crime Management Technology						Regulatory Technology						Capital Markets Technology						Workflow & Insights						Total
			(in millions)
2024			$	224					$	261					$	311					$	159					$	955
2025			206						174						243						101						724
2026			137						78						193						47						455
2027			53						44						131						24						252
2028			16						26						71						14						127
2029+			2						5						129						—						136
Total			$	638					$	588					$	1,078					$	345					$	2,649

4. ACQUISITIONS

2023 Acquisition

In June 2023, we entered into a definitive agreement to acquire Adenza Holdings, Inc., or Adenza, a provider of mission-critical risk management and regulatory software to the financial services industry, for $5.75 billion in cash (subject to customary post-closing adjustments) and a fixed amount of 85.6 million shares of Nasdaq common stock, based on the volume-weighted average price per share over 15 consecutive trading days prior to signing. Nasdaq issued $5.6 billion of debt and entered into a $600 million term loan and used the proceeds for the cash portion of the consideration. See “Senior Unsecured Notes” and “2023 Term Loan” in “Financing of the Adenza Acquisition” of Note 9, “Debt Obligations,” for further discussion.

On November 1, 2023, Nasdaq completed the acquisition of Adenza for a total of purchase consideration of $9,984 million, which comprises the following:

F-20

			(in millions, except price per share)
Shares of Nasdaq common stock issued			85.6
Closing price per share of Nasdaq common stock on November 1, 2023			$	48.71
Fair value of equity portion of the purchase consideration			$	4,170
Cash consideration			$	5,814
Total purchase consideration			$	9,984

At the closing of the transaction, the 85.6 million shares of Nasdaq common stock were issued to Thoma Bravo, the sole shareholder of Adenza, and represented approximately 15% of the outstanding shares of Nasdaq. For further discussion on the rights of common stockholders refer to “Common Stock” of Note 12, “Nasdaq Stockholders’ Equity.” Adenza is part of our Financial Technology segment.

The amounts in the table below represent the preliminary allocation of the purchase price to the acquired intangible assets, the deferred tax liability on the acquired intangible assets and other assets acquired and liabilities assumed based on their preliminary respective estimated fair values on the date of acquisition. The excess purchase price over the net tangible and acquired intangible assets has been recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies and is assigned to our Financial Technology segment.

			(in millions)
Goodwill			$	5,933
Acquired intangible assets			5,050
Receivables, net			236
Other net assets acquired			153
Cash and cash equivalents			48
Accrued personnel costs			(44)
Deferred revenue			(130)
Deferred tax liability on acquired intangible assets			(1,262)
Total purchase consideration			$	9,984

The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the valuation of the identifiable intangible assets and income taxes. The allocation of the purchase price will be finalized within one year of the date of acquisition.

Intangible Assets

The following table presents the details of acquired intangible assets at the date of acquisition. Acquired intangible assets with finite lives are amortized using the straight-line method.

			Customer Relationships			Technology			Trade Names			Total Acquired Intangible Assets
Intangible asset value (in millions)			$	3,740		$	950		$	360		$	5,050
Discount rate used			9.5		%	8.5		%	8.5		%
Estimated average useful life			22 years			6 years			20 years

Customer Relationships

Customer relationships represent the contractual relationships with customers.

Methodology

Customer relationships were valued using the income approach, specifically an excess earnings method. The excess earnings method examines the economic returns contributed by the identified tangible and intangible assets of a company, and then isolates the excess return that is attributable to the intangible asset being valued.

Discount Rate

The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the customer relationships relative to the overall business. In developing a discount rate for the customer relationships, we estimated a weighted-average cost of capital for the overall business and we utilized this rate as an input when discounting the cash flows. The resulting discounted cash flows were then tax-effected at the applicable statutory rate.

A discounted tax amortization benefit was added to the fair value of the assets under the assumption that the customer relationships would be amortized for tax purposes over a period of 15 years.

Technology

As part of our acquisition of Adenza, we acquired developed technology relating to AxiomSL and Calypso.

Methodology

The developed technology was valued using the income approach, specifically the relief-from-royalty method, or RFRM. The RFRM is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. The royalty rate is applied to the projected revenue over the expected remaining life of the intangible asset to estimate royalty savings. The net after-tax royalty savings are calculated for each year in the remaining economic life of the technology and discounted to present value.

F-21

Discount Rate

The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the developed technology relative to the overall business as discussed above in “Customer Relationships.”

Trade Name

As part of our acquisition of Adenza, we acquired the AxiomSL and Calypso trade names. The trade names are recognized in the industry and carry a reputation for quality. As such, the reputation and positive recognition embodied in the trade names is a valuable asset to Nasdaq.

Methodology

The AxiomSL and Calypso trade names were valued using the income approach, specifically the RFRM as discussed above in “Technology.”

Discount Rate

The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the trade name relative to the overall business as discussed above in “Customer Relationships.”

Pro Forma Results and Acquisition-Related Costs

From the date of acquisition through December 31, 2023, Adenza revenues of $149 million were included in Financial Technology revenues in the Consolidated Statement of Income and Adenza operating income of $55 million was included in our operating income in the Consolidated Statement of Income.

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

Supplemental Pro Forma Information (Unaudited)

The unaudited supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisition had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position.

The following supplemental pro forma financial information presents the combined results of operations as if Adenza had been acquired as of January 1, 2022. The pro forma adjustments are based upon currently available information and certain assumptions we believe are reasonable under the circumstances. These adjustments primarily include a net increase in amortization expense that would have been recognized due to acquired identifiable intangible assets, a net increase to interest expense to reflect the additional borrowings for the financing of the Adenza acquisition net of the interest expense relating to the repayment of Adenza’s historical debt, and the related income tax effects of the adjustments noted above.

The unaudited supplemental pro forma financial information for the periods presented is as follows:

			Year Ended December 31,
			2023						2022
			(in millions)
Pro forma revenues less transaction-based expenses			$	4,329					$	4,096
Pro forma operating income			1,485						1,476
Pro forma net income attributable to Nasdaq			822						812

2022 Acquisition

In June 2022, we acquired Metrio, a provider of ESG data collection, analytics and reporting services based in Montreal, Canada. Metrio is part of our Workflow & Insights business in our Capital Access Platforms segment.

The consolidated financial statements for the years ended December 31, 2023 and 2022 include the financial results of the Metrio acquisition from the date of the acquisition. Pro forma financial results have not been presented as this acquisition was not material to our financial results.

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

F-22

5. GOODWILL AND ACQUIRED INTANGIBLE ASSETS

Goodwill

The following table presents the changes in goodwill by business segment during the year ended December 31, 2023:

			(in millions)
Capital Access Platforms
Balance at December 31, 2022			$	4,178
Foreign currency translation adjustments			36
Balance at December 31, 2023			$	4,214
Financial Technology
Balance at December 31, 2022			$	1,933
Goodwill acquired			5,933
Foreign currency translation adjustments			7
Balance at December 31, 2023			$	7,873
Market Services
Balance at December 31, 2022			$	1,988
Foreign currency translation adjustments			37
Balance at December 31, 2023			$	2,025
Total
Balance at December 31, 2022			$	8,099
Goodwill acquired			5,933
Foreign currency translation adjustments			80
Balance at December 31, 2023			$	14,112

Goodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We test goodwill for impairment at the reporting unit level annually, or in interim periods if certain events occur indicating that the carrying amount may be impaired, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. There was no impairment of goodwill for the years ended December 31, 2023, 2022 and 2021; however, events such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses may result in goodwill impairment charges in the future.

Acquired Intangible Assets

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

			December 31, 2023						December 31, 2022
Finite-Lived Intangible Assets			(in millions)
Gross Amount
Technology			$	1,254					$	304
Customer relationships			5,743						2,005
Trade names and other			417						60
Foreign currency translation adjustment			(194)						(209)
Total gross amount			$	7,220					$	2,160
Accumulated Amortization
Technology			$	(169)					$	(97)
Customer relationships			(912)						(778)
Trade names and other			(21)						(17)
Foreign currency translation adjustment			120						120
Total accumulated amortization			$	(982)					$	(772)
Net Amount
Technology			$	1,085					$	207
Customer relationships			4,831						1,227
Trade names and other			396						43
Foreign currency translation adjustment			(74)						(89)
Total finite-lived intangible assets			$	6,238					$	1,388
Indefinite-Lived Intangible Assets
Exchange and clearing registrations			$	1,257					$	1,257
Trade names			121						121
Licenses			52						52
Foreign currency translation adjustment			(225)						(237)
Total indefinite-lived intangible assets			$	1,205					$	1,193
Total intangible assets, net			$	7,443					$	2,581

There was no impairment of indefinite-lived intangible assets for 2023, 2022 and 2021. There were no material finite-lived impairment charges in 2023, 2022 and 2021.

F-23

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

			Year Ended December 31,
			2023						2022						2021
			(in millions)
Amortization expense			$	206					$	153					$	170

The table below presents the estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $74 million as of December 31, 2023) of acquired finite-lived intangible assets as of December 31, 2023:

			(in millions)
2024			$	501
2025			497
2026			494
2027			494
2028			460
2029+			3,866
Total			$	6,312

6. INVESTMENTS

The following table presents the details of our investments:

			December 31, 2023						December 31, 2022
			(in millions)
Financial investments			$	188					$	181
Equity method investments			380						390
Equity securities			87						86

Financial Investments

Financial investments are comprised of trading securities, primarily highly rated European government debt securities, of which $168 million as of December 31, 2023 and $161 million as of December 31, 2022 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing.

Equity Method Investments

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

The carrying amounts of our equity method investments are included in other non-current assets in the Consolidated Balance Sheets. No material impairments were recorded for the years ended December 31, 2023, 2022 and 2021.

Net income (loss) recognized from our equity interest in the earnings and losses of these equity method investments, primarily OCC and NPM, was $(7) million, $31 million, and $52 million for the years ended December 31, 2023, 2022 and 2021, respectively. For the year ended December 31, 2023, equity interest in the earnings of OCC was offset by our equity interest in the loss of NPM and another equity method investment. For the year ended December 31, 2022, lower equity interest in the earnings of OCC, as compared to 2021, was primarily driven by a reduction in the clearing fee rate that OCC charges its customers, partially offset by elevated U.S. industry trading volumes.

Equity Securities

The carrying amounts of our equity securities are included in other non-current assets in the Consolidated Balance Sheets. We elected the measurement alternative for 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 years ended December 31, 2023, 2022 and 2021. As of December 31, 2023 and December 31, 2022, our equity securities primarily represent various strategic investments made through our corporate venture program.

7. PROPERTY AND EQUIPMENT, NET

The following table presents our major categories of property and equipment, net:

			Year Ended December 31,
			2023						2022
			(in millions)
Data processing equipment and software			$	913					$	786
Furniture, equipment and leasehold improvements			325						305
Total property and equipment			1,238						1,091
Less: accumulated depreciation and amortization and impairment charges			(662)						(559)
Total property and equipment, net			$	576					$	532

Depreciation and amortization expense for property and equipment was $117 million for the year ended December 31, 2023, $105 million for the year ended December 31, 2022, and $108 million for the year ended December 31, 2021. These amounts are included in depreciation and amortization expense in the Consolidated Statements of Income.

F-24

We recorded pre-tax, non-cash property and equipment asset impairment charges on capitalized software that was retired and accelerated depreciation expense on certain assets as a result of a decrease in their useful life of $12 million in 2023, $8 million in 2022 and $4 million in 2021. These charges are included in restructuring charges in the Consolidated Statements of Income. See Note 20, “Restructuring Charges,” for further discussion. There were no other material impairments of property and equipment recorded in 2023, 2022 and 2021.

As of December 31, 2023 and 2022, we did not own any real estate properties.

8. DEFERRED REVENUE

Deferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the year ended December 31, 2023 are reflected in the following table:

			Balance at December 31, 2022			Additions			Revenue Recognized			Adjustments			Balance at December 31, 2023
			(in millions)
Capital Access Platforms:
Initial Listings			$	116		$	19		$	(39)		$	1		$	97
Annual Listings			2			2			(1)			—			3
Workflow & Insights			172			177			(169)			—			180
Financial Technology:
Financial Crime Management Technology			103			122			(102)			—			123
Regulatory Technology			5			81			(19)			1			68
Capital Markets Technology			29			211			(59)			2			183
Other			21			9			(9)			—			21
Total			$	448		$	621		$	(398)		$	4		$	675

In the above table:

• Additions reflect deferred revenue billed in the current period, net of recognition. Regulatory Technology and Capital Markets Technology additions include deferred revenue acquired as part of the acquisition of Adenza.

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

• Adjustments reflect foreign currency translation adjustments.

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

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

Fiscal year ended:			2024			2025			2026			2027			2028			2029+			Total
			(in millions)
Capital Access Platforms:
Initial Listings			$	37		$	26		$	20		$	10		$	3		$	1		$	97
Annual Listings			3			—			—			—			—			—			3
Workflow & Insights			178			2			—			—			—			—			180
Financial Technology:
Financial Crime Management Technology			120			2			1			—			—			—			123
Regulatory Technology			68			—			—			—			—			—			68
Capital Markets Technology			176			3			2			2			—			—			183
Other			12			5			3			1			—			—			21
Total			$	594		$	38		$	26		$	13		$	3		$	1		$	675

Deferred revenue that will be recognized in 2025 and beyond is included in other non-current liabilities in the Consolidated Balance Sheets. The timing of recognition of deferred revenue related to certain market technology contracts represents our best estimates as the recognition is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing market technology contracts.

F-25

9. DEBT OBLIGATIONS

The following table presents the carrying amounts of our debt outstanding, net of unamortized debt issuance costs:

			December 31, 2023						December 31, 2022
			(in millions)
Short-term debt:
Commercial paper			$	291					$	664
Long-term debt - senior unsecured notes:
2025 Notes, $500 million, 5.650% notes due June 28, 2025			497						—
2026 Notes, $500 million, 3.850% notes due June 30, 2026			499						498
2028 Notes, $1 billion, 5.350% notes due June 28, 2028			991						—
2029 Notes, €600 million, 1.75% notes due March 28, 2029			658						637
2030 Notes, €600 million, 0.875% notes due February 13, 2030			658						637
2031 Notes, $650 million, 1.650% notes due January 15, 2031			645						644
2032 Notes, €750 million, 4.500% notes due February 15, 2032			819						—
2033 Notes, €615 million, 0.900% notes due July 30, 2033			674						653
2034 Notes $1.25 billion, 5.550% notes due February 15, 2034			1,239						—
2040 Notes, $650 million, 2.500% notes due December 21, 2040			644						644
2050 Notes, $500 million, 3.250% notes due April 28, 2050			487						486
2052 Notes, $550 million, 3.950% notes due March 7, 2052			541						541
2053 Notes, $750 million, 5.950% notes due August 15, 2053			738						—
2063 Notes, $750 million, 6.100% notes due June 28, 2063			738						—
2023 Term Loan			339						—
2022 Revolving Credit Facility			(4)						(5)
Total long-term debt			$	10,163					$	4,735
Total debt obligations			$	10,454					$	5,399

Commercial Paper Program

Our U.S. dollar commercial paper program is supported by our 2022 Revolving Credit Facility, which provides liquidity support for the repayment of commercial paper issued through this program. See “2022 Revolving Credit Facility” below for further discussion. The effective interest rate of commercial paper issuances fluctuates as short-term interest rates and demand fluctuate. The fluctuation of these rates may impact our interest expense. As of December 31, 2023, we had $291 million outstanding under the commercial paper program.

Senior Unsecured Notes

Our 2040 Notes were issued at par. All of our other outstanding senior unsecured notes were issued at a discount. As a result of the discount, the proceeds received from each issuance were less than the aggregate principal amount. As of December 31, 2023, the amounts in the table above reflect the aggregate principal amount, less the unamortized debt issuance costs, which are being accreted through interest expense over the life of the applicable notes. The accretion of these costs was $10 million for the year ended December 31, 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 Consolidated Balance Sheets. For the year ended December 31, 2023, the impact of translation decreased the U.S. dollar value of our Euro denominated notes by $70 million.

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Financing of the Adenza Acquisition

Senior Unsecured Notes

In June 2023, Nasdaq issued six series of notes for total proceeds of $5,016 million, net of debt issuance costs of $38 million, with various maturity dates ranging from 2025 to 2063. During the second half of 2023, we incurred an additional $6 million in debt issuance costs, for total net proceeds from the issuance of the six series of notes of $5,010 million as of December 31, 2023. The net proceeds from these notes were used to finance the majority of the cash consideration due in connection with the Adenza acquisition. For further discussion of the Adenza acquisition, see “2023 Acquisition,” of Note 4, “Acquisitions.”

2023 Term Loan

In June 2023, in connection with the financing of the Adenza acquisition, we entered into a term loan credit agreement, or the 2023 Term Loan. The 2023 Term Loan provided us with the ability to borrow up to $600 million to finance a portion of the cash consideration for the Adenza acquisition, for repayment of certain debt of Adenza and its subsidiaries, and to pay fees, costs and expenses related to the transaction. Under the 2023 Term Loan, borrowings bear interest on the principal amount outstanding at a variable interest rate based on the SOFR plus an applicable margin that varies with Nasdaq’s credit rating. On November 1, 2023, we borrowed $599 million, net of fees, under this term loan towards payment of the cash consideration due in connection with the Adenza acquisition. We made a partial repayment during the fourth quarter of $260 million. As of December 31, 2023, we had $339 million outstanding under this term loan.

Credit Facilities

2022 Revolving Credit Facility

In December 2022, Nasdaq amended and restated its previously issued $1.25 billion five-year revolving credit facility, with a new maturity date of December 16, 2027. Nasdaq intends to use funds available under the 2022 Revolving Credit Facility for general corporate purposes and to provide liquidity support for the repayment of commercial paper issued through the commercial paper program. Nasdaq is permitted to repay borrowings under our 2022 Revolving Credit Facility at any time in whole or in part, without penalty.

As of December 31, 2023, no amounts were outstanding on the 2022 Revolving Credit Facility. The $(4) million balance represents unamortized debt issuance costs which are being accreted through interest expense over the life of the credit facility.

Borrowings under the revolving credit facility and swingline borrowings bear interest on the principal amount outstanding at a variable interest rate based on either the SOFR (or a successor rate to SOFR), the base rate (as defined in the 2022 Revolving Credit Facility agreement), or other applicable rate with respect to non-dollar borrowings, plus an applicable margin that varies with Nasdaq’s debt rating. We are charged commitment fees of 0.100% to 0.250%, depending on our credit rating, whether or not amounts have been borrowed. These commitment fees are included in interest expense and were not material for the years ended December 31, 2023 and 2022.

The 2022 Revolving Credit Facility contains financial and operating covenants. Financial covenants include a maximum leverage ratio. Operating covenants include, among other things, limitations on Nasdaq’s ability to incur additional indebtedness, grant liens on assets, dispose of assets and make certain restricted payments. The facility also contains customary affirmative covenants, including access to financial statements, notice of defaults and certain other material events, maintenance of properties and insurance, and customary events of default, including cross-defaults to our material indebtedness.

The 2022 Revolving Credit Facility includes an option for Nasdaq to increase the available aggregate amount by up to $750 million, subject to the consent of the lenders funding the increase and certain other conditions.

Other Credit Facilities

Certain of our European subsidiaries have several other credit facilities, which are available in multiple currencies, primarily to support our Nasdaq Clearing operations in Europe, as well as to provide a cash pool credit line for one subsidiary. These credit facilities, in aggregate, totaled $191 million as of December 31, 2023 and $184 million as of December 31, 2022 in available liquidity, none of which was utilized. Generally, these facilities each have a one-year term. The amounts borrowed under these various credit facilities bear interest on the principal amount outstanding at a variable interest rate based on a base rate (as defined in the applicable credit agreement), plus an applicable margin. We are charged commitment fees (as defined in the applicable credit agreement), whether or not amounts have been borrowed. These commitment fees are included in interest expense and were not material for the years ended December 31, 2023 and 2022.

These facilities include customary affirmative and negative operating covenants and events of default.

Debt Covenants

As of December 31, 2023, we were in compliance with the covenants of all of our debt obligations.

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10. RETIREMENT PLANS

Defined Contribution Savings Plan

We sponsor a 401(k) plan which is a voluntary defined contribution savings plan, for U.S. employees. Employees are immediately eligible to make contributions to the plan and are also eligible for an employer contribution match at an amount equal to 100.0% of the first 6.0% of eligible employee contributions. Savings plan expense is included in compensation and benefits expense in the Consolidated Statements of Income:

			Year Ended December 31,
			2023						2022						2021
			(in millions)
Savings Plan expense			$	19					$	17					$	14

Pension and Supplemental Executive Retirement Plans

We maintain non-contributory, a defined-benefit pension plan, non-qualified SERPs for certain senior executives and other post-retirement benefit plans for eligible employees in the U.S. Our pension plan and SERPs are frozen. Future service and salary for all participants do not count toward an accrual of benefits under the pension plan 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. In June 2023, we terminated our U.S. pension plan and are taking steps to wind down the plan and transfer the resulting liability to an insurance company which started in 2023 and will be completed in 2024. These steps include settling all future obligations under our U.S. pension plan through a combination of lump sum payments to eligible, electing participants (completed in 2023) and the transfer of any remaining benefits to a third-party insurance company through a group annuity contract. In connection with the plan termination and partial settlement, a loss of $9 million was recorded to compensation and benefits expense in the Consolidated Statement of Income. We expect to incur an additional settlement loss upon the finalization of the group annuity purchase during the first half of 2024. The total expense for these plans is included in compensation and benefits expense in the Consolidated Statements of Income:

			Year Ended December 31,
			2023						2022						2021
			(in millions)
Retirement Plans expense			$	34					$	24					$	26

Nasdaq recognizes the funded status of our U.S. defined-benefit pension plan, measured as the difference between the fair value of the plan assets and the benefit obligation, in the Consolidated Balance Sheets.

As of December 31, 2023, the fair value of our U.S. defined-benefit pension plan’s assets was $57 million and the benefit obligation was $57 million. As a result, the U.S. defined-benefit pension plan is fully funded as of December 31, 2023.

As of December 31, 2022, the fair value of our U.S. defined-benefit pension plan’s assets was $79 million and the benefit obligation was $81 million. As a result, the U.S. defined-benefit pension plan was underfunded by $2 million as of December 31, 2022.

During 2023 and 2022, we did not make any contributions to our U.S. defined-benefit pension plan. For our SERP and other post-retirement benefit plans, the net underfunded liability was $27 million as of December 31, 2023 and $28 million as of December 31, 2022. The underfunded liability for the above plans is included in accrued personnel costs and other non-current liabilities in the Consolidated Balance Sheets. The U.S. pension plan’s assets are invested per target allocations adopted by Nasdaq’s Pension and 401(k) Committee and are primarily invested in liability driven portfolios that have underlying investments in fixed income securities. More specifically, the plan has investments in long duration cash bonds, as well co-mingled investment options referred to as a separate account under a life insurance company group annuity contract. The life insurance company owns the underlying financial instruments held within the separate accounts and plan sponsors gain access to them through the purchase of a group annuity contract. These group annuity contracts are valued on a daily basis and offer daily liquidity, and use a unit value system of recordkeeping to track a plan sponsor’s interest in the separate account investment.

Accumulated Other Comprehensive Loss

As of December 31, 2023, accumulated other comprehensive

loss for the U.S. pension plan was $15 million reflecting an unrecognized net loss of $17 million, partially offset by an income tax benefit of $2 million.

Estimated Future Benefit Payments

We expect to make future benefit payments to participants in SERPs of approximately $20 million over the next ten years.

Nonqualified Deferred Compensation Plan

In June 2022, we established the Nasdaq, Inc. Nonqualified Deferred Compensation Plan. This plan provides certain eligible employees with the opportunity to defer a portion of their annual salary and bonus up to certain approval limits. All deferrals and associated earnings are our general unsecured obligations and were immaterial for the year ended December 31, 2023 and 2022.

11. SHARE-BASED COMPENSATION

We have a share-based compensation program for employees and non-employee directors. Share-based awards granted under this program include restricted stock (consisting of restricted stock units), PSUs and stock options. For accounting purposes, we consider PSUs to be a form of restricted stock. Generally, annual employee awards are granted on or about April 1st of each year.

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Summary of Share-Based Compensation Expense

The following table presents the total share-based compensation expense resulting from equity awards and the 15.0% discount for the ESPP for the years ended December 31, 2023, 2022 and 2021, which is included in compensation and benefits expense in the Consolidated Statements of Income:

									Year Ended December 31,
															2023						2022						2021
															(in millions)
Share-based compensation expense before income taxes															$	122					$	106					$	90

Common Shares Available Under Our Equity Plan

As of December 31, 2023, we had approximately 24.6 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 year ended December 31, 2023, 2022, and 2021:

			Restricted Stock
			Number of Awards						Weighted-Average Grant Date Fair Value
Unvested at December 31, 2020			4,917,153						$	28.07
Granted			1,523,235						50.52
Vested			(1,624,809)						27.78
Forfeited			(416,559)						34.04
Unvested at December 31, 2021			4,399,020						$	35.39
Granted			1,785,138						57.65
Vested			(1,525,442)						31.22
Forfeited			(278,203)						42.07
Unvested at December 31, 2022			4,380,513						$	45.48
Granted			1,850,790						52.66
Vested			(1,703,252)						38.21
Forfeited			(318,752)						51.15
Unvested at December 31, 2023			4,209,299						$	51.15

As of December 31, 2023, $119 million of total unrecognized compensation cost related to restricted stock is expected to be recognized over a weighted-average period of 1.7 years.

PSUs

PSUs are based on performance measures that impact the amount of shares that each recipient will receive upon vesting. Prior to April 1, 2020, we had two performance-based PSU programs for certain officers, a one-year performance-based program and a three-year cumulative performance-based program that focuses on TSR. Effective April 1, 2020, to better align the equity programs for eligible officers, the one-year performance-based program was eliminated and all eligible officers now participate in the three-year cumulative performance-based program. The performance periods are complete for all PSUs granted under the one-year performance-based program, and all shares underlying these PSUs have vested as of December 31, 2022.

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One-Year PSU Program

The grant date fair value of PSUs under the one-year performance-based program was based on the closing stock price at the date of grant less the present value of future cash dividends. Under this program, an eligible employee received a target grant of PSUs, but could have received from 0.0% to 150.0% of the target amount granted, depending on the achievement of performance measures. These awards vest ratably on an annual basis over a three-year period commencing with the end of the one-year performance period. Compensation cost was recognized over the performance period and the three-year vesting period based on the probability that such performance measures will be achieved, taking into account an estimated forfeiture rate.

Three-Year PSU Program

Under the three-year performance-based program, each eligible individual receives PSUs, subject to 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. For the PSU awards that will be granted in 2024, we will replace the exchange company peer group with the S&P 500 GICS 4020 Index, which is a blend of exchanges, as well as data, financial technology and banking companies to align more closely with Nasdaq’s diverse business and competitors. The PSU award granted to our Chief Financial Officer in December 2023, in connection with the commencement of her employment, also included this new peer group. Nasdaq’s relative performance ranking against each of these groups will determine the final number of shares delivered to each individual under the program. The award issuance under this program will be between 0.0% and 200.0% of the number of PSUs granted and will be determined by Nasdaq’s overall performance against both peer groups. However, if Nasdaq’s TSR is negative for the three-year performance period, regardless of TSR ranking, the award issuance will not exceed 100.0% of the number of PSUs granted. We estimate the fair value of PSUs granted under the three-year PSU program using the Monte Carlo simulation model, as these awards contain a market condition.

Grants of PSUs that were issued in 2021 with a three-year performance period exceeded the applicable performance parameters. As a result, an additional 387,011 units above the original target were granted in the first quarter of 2024 and were fully vested upon issuance.

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 years ended December 31, 2023 and 2022:

			Year Ended December 31,
			2023						2022
Weighted-average risk-free interest rate			3.87		%				2.61		%
Expected volatility			23.94		%				30.04		%
Weighted-average grant date share price			$	54.68					$	60.55
Weighted-average fair value at grant date			$	55.36					$	63.68

In the table above, the risk-free interest rate for periods within the expected life of the award is based on the U.S. Treasury yield curve in effect at the time of grant; and we use historic volatility for PSU awards issued under the three-year PSU program, as implied volatility data could not be obtained for all the companies in the peer groups used for relative performance measurement within the program.

In addition, the annual dividend assumption utilized in the Monte Carlo simulation model is based on Nasdaq’s dividend yield at the date of grant.

Summary of PSU Activity

The following table summarizes our PSU activity for the years ended December 31, 2023, 2022, and 2021:

			PSUs
			One-Year Program												Three-Year Program
			Number of Awards						Weighted-Average Grant Date Fair Value						Number of Awards						Weighted-Average Grant Date Fair Value
Unvested at December 31, 2020			508,644						$	27.78					2,429,967						$	36.04
Granted			—						—						1,081,707						58.66
Vested			(299,292)						27.66						(1,178,181)						38.95
Forfeited			(60,150)						27.76						(41,121)						47.43
Unvested at December 31, 2021			149,202						$	28.01					2,292,372						$	45.01
Granted			—						—						1,495,092						45.66
Vested			(142,459)						28.02						(1,735,842)						32.57
Forfeited			(6,743)						27.85						(85,080)						52.27
Unvested at December 31, 2022			—						$	—					1,966,542						$	56.44
Granted			—						—						1,693,065						47.14
Vested			—						—						(1,552,311)						37.59
Forfeited			—						—						(98,974)						57.51
Unvested at December 31, 2023			—						$	—					2,008,322						$	62.86

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In the table above, the granted amount also includes additional awards granted based on overachievement of performance parameters.

As of December 31, 2023, the total unrecognized compensation cost related to the PSU program is $52 million and is expected to be recognized over a weighted-average period of 1.5 years.

Stock Options

In January 2022, in connection with a new five year employment agreement, our Chief Executive Officer received an aggregate of 613,872 performance-based non-qualified stock options, which will vest as follows:

• 50% will vest contingent upon the achievement of certain performance conditions; and

• 50% will vest five years after the grant date, subject to continued employment through such date.

The fair value of stock options are estimated using the Black-Scholes option-pricing model. These options expire 10 years after the date of grant. There were no stock option awards granted for the years ended December 31, 2023 and 2021.

A summary of our outstanding and exercisable stock options at December 31, 2023, 2022 and 2021 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 December 31, 2020			880,059			$	21.07
Exercised			(73,227)			8.43
Forfeited			(381)			8.43
Outstanding at December 31, 2021			806,451			$	22.23		5.0			$	39
Granted			613,872			67.49
Outstanding at December 31, 2022			1,420,323			$	41.79		6.2			$	32
Outstanding at December 31, 2023			1,420,323			$	41.79		5.2			$	29
Exercisable at December 31, 2023			806,451			$	22.23		3.0			$	29

There were no stock options exercised in 2023 and 2022. The net cash proceeds from the exercise of 73,227 stock options for the year ended December 31, 2021 was $1 million. The total pre-tax intrinsic value of stock options exercised was $3 million for the year ended December 31, 2021.

As of December 31, 2023, the aggregate pre-tax intrinsic value of the outstanding and exercisable stock options in the above table was $29 million and represents the difference between our closing stock price on December 31, 2023 of $58.14 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 December 31, 2023 and 2022, 0.8 million outstanding stock options were exercisable and the weighted-average exercise price was $22.23.

ESPP

We have an ESPP under which approximately 11.4 million shares of our common stock were available for future issuance as of December 31, 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.

						Year Ended December 31,
						2023						2022						2021
Number of shares purchased by employees						687,688						591,820						605,274
Weighted-average price of shares purchased						$	42.33					$	43.54					$	41.41
Compensation expense (in millions)						$	7					$	8					$	7

12. NASDAQ STOCKHOLDERS’ EQUITY

Common Stock

As of December 31, 2023, 900,000,000 shares of our common stock were authorized, 598,014,520 shares were issued and 575,159,336 shares were outstanding. 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 vote per share, except that our certificate of incorporation limits the ability of any shareholder to vote in excess of 5.0% of the then-outstanding shares of Nasdaq common stock.

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Common Stock in Treasury, at Cost

We account for the purchase of treasury stock under the cost method with the shares of stock repurchased reflected as a reduction to Nasdaq stockholders’ equity and included in common stock in treasury, at cost in the Consolidated Balance Sheets. Shares repurchased under our share repurchase program are currently retired and canceled and are therefore not included in the common stock in treasury balance. If treasury shares are reissued, they are recorded at the average cost of the treasury shares acquired. We held 22,855,184 shares of common stock in treasury as of December 31, 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

In September 2023, our board of directors authorized an increase to our share repurchase program, bringing the aggregate authorized amount to $2.0 billion. As of December 31, 2023, the remaining aggregate authorized amount under the existing share repurchase program was $1.9 billion.

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 year ended December 31, 2023:

						Year Ended December 31, 2023
Number of shares of common stock repurchased						4,694,774
Average price paid per share						$	57.36
Total purchase price (in millions)						$	269

In the table above, the number of shares of common stock repurchased excludes an aggregate of 1,290,045 shares withheld to satisfy tax obligations of the grantee upon the vesting of restricted stock and PSUs for the year ended December 31, 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 shares of preferred stock, par value $0.01 per share, issuable from time to time in one or more series. As of December 31, 2023 and December 31, 2022, no shares of preferred stock were issued or outstanding.

Cash Dividends on Common Stock

During 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						$	0.20					March 17, 2023						$	97					March 31, 2023
April 18, 2023						0.22						June 16, 2023						109						June 30, 2023
July 18, 2023						0.22						September 15, 2023						108						September 29, 2023
October 17, 2023						0.22						December 8, 2023						127						December 22, 2023
																		$	441

The total amount paid of $441 million was recorded in retained earnings within Nasdaq’s stockholders’ equity in the Consolidated Balance Sheets at December 31, 2023.

In January 2024, 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 March 28, 2024 to shareholders of record at the close of business on March 14, 2024. The estimated aggregate payment of this dividend is $127 million. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the board of directors.

The board of directors maintains a dividend policy with the intention to provide shareholders with regular and increasing dividends as earnings and cash flows increase.

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13. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:

			Year Ended December 31,
			2023						2022						2021
Numerator:			(in millions, except share and per share amounts)
Net income attributable to common shareholders			$	1,059					$	1,125					$	1,187
Denominator:
Weighted-average common shares outstanding for basic earnings per share			504,909,392						492,420,787						497,698,377
Weighted-average effect of dilutive securities - Employee equity awards			3,483,590						5,436,778						7,389,189
Weighted-average common shares outstanding for diluted earnings per share			508,392,982						497,857,565						505,087,566
Basic and diluted earnings per share:
Basic earnings per share			$	2.10					$	2.28					$	2.38
Diluted earnings per share			$	2.08					$	2.26					$	2.35

In the table above, employee equity awards from our PSU program, which are considered contingently issuable, are included in the computation of dilutive earnings per share on a weighted average basis when management determines that the applicable performance criteria would have been met if the performance period ended as of the date of the relevant computation.

Securities that were not included in the computation of diluted earnings per share because their effect was antidilutive were immaterial for the years ended December 31, 2023, 2022 and 2021.

14. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following tables present our financial assets and financial liabilities that were measured at fair value on a recurring basis as of December 31, 2023 and December 31, 2022.

			December 31, 2023
			Total						Level 1						Level 2						Level 3
			(in millions)
European government debt securities			$	170					$	170					$	—					$	—
State-owned enterprises and municipal securities			11						—						11						—
Swedish mortgage bonds			6						—						6						—
Total assets at fair value			$	187					$	170					$	17					$	—
			December 31, 2022
			Total						Level 1						Level 2						Level 3
			(in millions)
European government debt securities			$	147					$	147					$	—					$	—
State-owned enterprises and municipal securities			7						—						7						—
Swedish mortgage bonds			20						—						20						—
Corporate debt securities			7						—						7						—
Total assets at fair value			$	181					$	147					$	34					$	—

Financial Instruments Not Measured at Fair Value on a Recurring Basis

Some of our financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate fair value due to their liquid or short-term nature. Such financial assets and financial liabilities include: cash and cash equivalents, restricted cash and cash equivalents, receivables, net, certain other current assets, accounts payable and accrued expenses, Section 31 fees payable to SEC, accrued personnel costs, commercial paper and certain other current liabilities.

We have certain investments, primarily our investment in OCC, which are accounted for under the equity method of accounting. We have elected the measurement alternative for the majority of our equity securities, which primarily represent various strategic investments made through our corporate venture program. See “Equity Method Investments,” and “Equity Securities,” of Note 6, “Investments,” for further discussion.

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We also consider our debt obligations to be financial instruments. As of December 31, 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 Facility, as the interest rates on this facility have a variable rate depending on the maturity of the borrowing and the implied underlying reference rate. We are also exposed to changes in interest rates on amounts outstanding from the sale of commercial paper under our commercial paper program and under the 2023 Term Loan where the interest rates are 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. 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 $10.0 billion as of December 31, 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. Our commercial paper and our fixed rate and floating rate debt are categorized as Level 2 in the fair value hierarchy.

For further discussion of our debt obligations, see Note 9, “Debt Obligations.”

Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis

Our non-financial assets, which include goodwill, intangible assets, and other long-lived assets, are not required to be carried at fair value on a recurring basis. Fair value measures of non-financial assets are primarily used in the impairment analysis of these assets. Any resulting asset impairment would require that the non-financial asset be recorded at its fair value. Nasdaq uses Level 3 inputs to measure the fair value of the above assets on a non-recurring basis. As of December 31, 2023 and December 31, 2022, there were no non-financial assets measured at fair value on a non-recurring basis.

15. 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 December 31, 2023, clearing member default fund contributions and margin deposits were as follows:

			December 31, 2023
			Cash Contributions						Non-Cash Contributions						Total Contributions
			(in millions)
Default fund contributions			$	900					$	222					$	1,122
Margin deposits			6,375						5,750						12,125
Total			$	7,275					$	5,972					$	13,247

Of the total default fund contributions of $1,122 million, Nasdaq Clearing can utilize $858 million as capital resources in the event of a counterparty default. The remaining balance of $264 million pertains to member posted surplus balances.

Our clearinghouse holds material amounts of clearing member cash deposits which are held or invested primarily to provide security of capital while minimizing credit, market and liquidity risks. While we seek to achieve a reasonable rate of return, we are primarily concerned with preservation of capital and managing the risks associated with these deposits.

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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 5 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 $7,275 million as of December 31, 2023 and $7,021 million as of December 31, 2022, in accordance with its investment policy as follows:

			December 31, 2023						December 31, 2022
			(in millions)
Demand deposits			$	5,344					$	4,775
Central bank certificates			1,301						1,695
Restricted cash and cash equivalents			$	6,645					$	6,470
European government debt securities			306						222
Reverse repurchase agreements			209						192
Multilateral development bank debt securities			115						137
Investments			$	630					$	551
Total			$	7,275					$	7,021

In the table above, the change from December 31, 2022 to December 31, 2023 includes currency translation adjustments of $229 million for restricted cash and cash equivalents and $5 million for investments.

For the years ended December 31, 2023, 2022 and 2021 investments related to default funds and margin deposits, net includes purchases of investment securities of $53,657 million and $47,525 million, and $41,098 million respectively, and proceeds from sales and redemptions of investment securities of $53,583 million, $47,736 million and $40,966 million respectively.

In the investment activity related to default fund and margin contributions, we are exposed to counterparty risk related to reverse repurchase agreement transactions, which reflect the risk that the counterparty might become insolvent and, thus, fail to meet its obligations to Nasdaq Clearing. We mitigate this risk by only engaging in transactions with high credit quality reverse repurchase agreement counterparties and by limiting the acceptable collateral under the reverse repurchase agreement to high quality issuers, primarily government securities and other securities explicitly guaranteed by a government. The value of the underlying security is monitored during the lifetime of the contract, and in the event the market value of the underlying security falls below the reverse repurchase amount, our clearinghouse may require additional collateral or a reset of the contract.

Default Fund Contributions

Required contributions to the default funds are proportional to the exposures of each clearing member. When a clearing member is active in more than one market, contributions must be made to all markets’ default funds in which the member is active. Clearing members’ eligible contributions may include cash and non-cash contributions. Cash contributions received are maintained in demand deposits held at central banks and large, highly rated financial institutions or invested by Nasdaq Clearing, in accordance with its investment policy, either in central bank certificates, highly rated government debt securities, reverse repurchase agreements with highly rated government debt securities as collateral, or multilateral development bank debt securities. Nasdaq Clearing maintains and manages all cash deposits related to margin collateral. All risks and rewards of collateral ownership, including interest, belong to Nasdaq Clearing. Clearing members’ cash contributions are included in default funds and margin deposits in the Consolidated Balance Sheets as both a current asset and a current liability. Non-cash contributions include highly rated government debt securities that must meet specific criteria approved by Nasdaq Clearing. Non-cash contributions are pledged assets that are not recorded in the Consolidated Balance Sheets as Nasdaq Clearing does not take legal ownership of these assets and the risks and rewards remain with the clearing members. These balances may fluctuate over time due to changes in the amount of deposits required and whether members choose to provide cash or non-cash contributions. Assets pledged are held at a nominee account in Nasdaq Clearing’s name for the benefit of the clearing members and are immediately accessible by Nasdaq Clearing in the event of a default.

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In addition to clearing members’ required contributions to the liability waterfall, Nasdaq Clearing is also required to contribute capital to the liability waterfall and overall regulatory capital as specified under its clearinghouse rules. As of December 31, 2023, Nasdaq Clearing committed capital totaling $123 million to the liability waterfall and overall regulatory capital, in the form of government debt securities, which are recorded as financial investments in the Consolidated Balance Sheets. The combined regulatory capital of the clearing members and Nasdaq Clearing is intended to secure the obligations of a clearing member exceeding such member’s own margin and default fund deposits and may be used to cover losses sustained by a clearing member in the event of a default.

Margin Deposits

Nasdaq Clearing requires all clearing members to provide collateral, which may consist of cash and non-cash contributions, to guarantee performance on the clearing members’ open positions, or initial margin. In addition, clearing members must also provide collateral to cover the daily margin call if needed. See “Default Fund Contributions” above for further discussion of cash and non-cash contributions.

Similar to default fund contributions, Nasdaq Clearing maintains and manages all cash deposits related to margin collateral. All risks and rewards of collateral ownership, including interest, belong to Nasdaq Clearing and are recorded in revenues. These cash deposits are recorded in default funds and margin deposits in the Consolidated Balance Sheets as both a current asset and a current liability. Pledged margin collateral is not recorded in our Consolidated Balance Sheets as all risks and rewards of collateral ownership, including interest, belong to the counterparty. Assets pledged are held at a nominee account in Nasdaq Clearing’s name for the benefit of the clearing members and are immediately accessible by Nasdaq Clearing in the event of a default.

Nasdaq Clearing marks to market all outstanding contracts and requires payment from clearing members whose positions have lost value. The mark-to-market process helps identify any clearing members that may not be able to satisfy their financial obligations in a timely manner allowing Nasdaq Clearing the ability to mitigate the risk of a clearing member defaulting due to exceptionally large losses. In the event of a default, Nasdaq Clearing can access the defaulting member’s margin and default fund deposits to cover the defaulting member’s losses.

Regulatory Capital and Risk Management Calculations

Nasdaq Clearing manages risk through a comprehensive counterparty risk management framework, which comprises policies, procedures, standards and financial resources. The level of regulatory capital is determined in accordance with Nasdaq Clearing’s regulatory capital and default fund policy, as approved by the SFSA. Regulatory capital calculations are continuously updated through a proprietary capital-at-risk calculation model that establishes the appropriate level of capital.

As mentioned above, Nasdaq Clearing is the legal counterparty for each contract cleared and thereby guarantees the fulfillment of each contract. Nasdaq Clearing accounts for this guarantee as a performance guarantee. We determine the fair value of the performance guarantee by considering daily settlement of contracts and other margining and default fund requirements, the risk management program, historical evidence of default payments, and the estimated probability of potential default payouts. The calculation is determined using proprietary risk management software that simulates gains and losses based on historical market prices, extreme but plausible market scenarios, volatility and other factors present at that point in time for those particular unsettled contracts. Based on this analysis, excluding any liability related to the Nasdaq commodities clearing default (see discussion above), the estimated liability was nominal and no liability was recorded as of December 31, 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% 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 $41 million as of December 31, 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;

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• 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 December 31, 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.

During 2022, Nasdaq Clearing updated its recovery plan and rule book by introducing additional recovery tools, in line with the new European Union regulations for the recovery and resolution of central counterparties, which became effective during 2022.

In addition to the capital held to withstand counterparty defaults described above, Nasdaq Clearing also has committed capital of $65 million to ensure that it can handle an orderly wind-down of its operation, and that it is adequately protected against investment, operational, legal, and business risks.

Market Value of Derivative Contracts Outstanding

The following table presents the market value of derivative contracts outstanding prior to netting:

			December 31, 2023
			(in millions)
Commodity and seafood options, futures and forwards			$	139
Fixed-income options and futures			1,027
Stock options and futures			140
Index options and futures			32
Total			$	1,338

In the table above:

• We determined the fair value of our option contracts using standard valuation models that were based on market-based observable inputs including implied volatility, interest rates and the spot price of the underlying instrument.

• We determined the fair value of our futures contracts based upon quoted market prices and average quoted market yields.

• We determined the fair value of our forward contracts using standard valuation models that were based on market-based observable inputs including benchmark rates and the spot price of the underlying instrument.

Derivative Contracts Cleared

The following table presents the total number of derivative contracts cleared through Nasdaq Clearing for the years ended December 31, 2023 and 2022:

			Year Ended December 31,
			2023						2022
Commodity and seafood options, futures and forwards			233,194						288,142
Fixed-income options and futures			19,175,402						21,992,124
Stock options and futures			20,728,290						18,619,950
Index options and futures			40,009,367						45,616,647
Total			80,146,253						86,516,863

In the table above, the total volume in cleared power related to commodity contracts was 422 Terawatt hours (TWh) and 413 TWh for the years ended December 31, 2023 and 2022, respectively.

Resale and Repurchase Agreements Contracts Outstanding and Cleared

The outstanding contract value of resale and repurchase agreements was $580 million and $120 million as of December 31, 2023 and 2022, respectively. The total number of resale and repurchase agreements contracts cleared was 4,669,740 and 6,287,717 for the years ended December 31, 2023 and 2022, respectively.

16. 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						December 31, 2023						December 31, 2022
												(in millions)
Assets:
Operating lease assets						Operating lease assets						$	402					$	444
Liabilities:
Current lease liabilities						Other current liabilities						$	62					$	54
Non-current lease liabilities						Operating lease liabilities						417						452
Total lease liabilities												$	479					$	506

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The following table summarizes Nasdaq’s lease cost:

												Year Ended December 31,
																		2023						2022						2021
																		(in millions)
Operating lease cost																		$	88					$	75					$	85
Variable lease cost																		44						32						28
Sublease income																		(3)						(3)						(4)
Total lease cost																		$	129					$	104					$	109

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 year ended December 31, 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 Consolidated Statements of Income. We fully impaired our lease assets for locations that we vacated with no intention to sublease. Substantially all of the property, equipment and leasehold improvements associated with the vacated leased office space were fully impaired as there are no expected future cash flows for these items.

The following table reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities recorded in our Consolidated Balance Sheets.

						December 31, 2023
						(in millions)
2024						$	80
2025						68
2026						55
2027						52
2028						50
2029+						270
Total lease payments						575
Less: interest						(96)
Present value of lease liabilities						$	479

In the table above, interest is calculated using the interest rate for each lease. Present value of lease liabilities includes the current portion of $62 million.

Total lease payments in the table above exclude $41 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:

						December 31, 2023
Weighted-average remaining lease term (in years)						9.6
Weighted-average discount rate						3.8		%

The following table provides supplemental cash flow information related to Nasdaq’s operating leases:

			Year Ended December 31,
			2023						2022						2021
			(in millions)
Cash paid for amounts included in the measurement of operating lease liabilities			$	78					$	66					$	77
Lease assets obtained in exchange for operating lease liabilities			$	26					$	137					$	45

17. INCOME TAXES

Income Before Income Tax Provision

The following table presents the domestic and foreign components of income before income tax provision:

			Year Ended December 31,
			2023						2022						2021
			(in millions)
Domestic			$	1,073					$	1,216					$	1,299
Foreign			328						259						235
Income before income tax provision			$	1,401					$	1,475					$	1,534

Income Tax Provision

The income tax provision consists of the following amounts:

			Year Ended December 31,
			2023						2022						2021
			(in millions)
Current income taxes provision:
Federal			$	145					$	170					$	144
State			52						67						45
Foreign			79						77						64
Total current income taxes provision			276						314						253
Deferred income taxes provision (benefit):
Federal			51						36						82
State			8						6						22
Foreign			9						(4)						(10)
Total deferred income taxes provision			68						38						94
Total income tax provision			$	344					$	352					$	347

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We have determined that undistributed earnings of certain non-U.S. subsidiaries are not considered indefinitely reinvested and would not give rise to a material tax liability when remitted. Nasdaq continues to indefinitely reinvest all other outside basis differences to the extent reversal would incur a significant tax liability. A determination of an unrecognized deferred tax liability related to such outside basis differences is not practicable.

A reconciliation of the income tax provision, based on the U.S. federal statutory rate, to our actual income tax provision for the years ended December 31, 2023, 2022 and 2021 is as follows:

			Year Ended December 31,
			2023						2022						2021
Federal income tax provision at the statutory rate			21.0		%				21.0		%				21.0		%
State income tax provision, net of federal effect			3.2		%				3.8		%				3.9		%
Deduction for foreign derived intangible income			(1.6)		%				(1.0)		%				(1.2)		%
Excess tax benefits related to employee share-based compensation			(0.7)		%				(0.9)		%				(1.4)		%
Non-U.S. subsidiary earnings			2.5		%				1.2		%				1.2		%
Tax credits and deductions			(0.2)		%				(0.3)		%				(0.3)		%
Change in unrecognized tax benefits			1.0		%				1.1		%				0.6		%
Other, net			(0.6)		%				(1.0)		%				(1.2)		%
Actual income tax provision			24.6		%				23.9		%				22.6		%

The increase in our effective tax rate in 2023 compared to 2022 was primarily due to increased US tax on overseas earnings. The increase in our effective tax rate in 2022 compared to 2021 was primarily due to an increase in state unrecognized tax benefits.

The effective tax rate may vary from period to period depending on, among other factors, the geographic and business mix of earnings and losses. These same and other factors, including history of pre-tax earnings and losses, are taken into account in assessing the ability to realize deferred tax assets.

Deferred Income Taxes

The temporary differences, which give rise to our deferred tax assets and (liabilities), consisted of the following:

			December 31,
			2023						2022
			(in millions)
Deferred tax assets:
Deferred revenues			$	19					$	18
U.S. federal net operating loss			—						5
Foreign net operating loss			12						12
State net operating loss			3						3
Compensation and benefits			45						42
Deferred interest expense			55						—
Tax credits			26						3
Federal benefit of uncertain tax positions			12						9
Operating lease liabilities			118						118
Other			29						33
Gross deferred tax assets			319						243
Less: valuation allowance			(4)						(4)
Total deferred tax assets, net of valuation allowance			$	315					$	239
Deferred tax liabilities:
Amortization of software development costs and depreciation			$	(21)					$	(65)
Amortization of acquired intangible assets and goodwill			(1,736)						(375)
Investments			(74)						(105)
Unrealized gains			(11)						(29)
Operating lease assets			(99)						(103)
Other			(9)						(15)
Gross deferred tax liabilities			$	(1,950)					$	(692)
Net deferred tax liabilities			$	(1,635)					$	(453)
Reported as:
Non-current deferred tax assets			$	7					$	3
Deferred tax liabilities, net			(1,642)						(456)
Net deferred tax liabilities			$	(1,635)					$	(453)

In the table above, non-current deferred tax assets are included in other non-current assets in the Consolidated Balance Sheets.

We recognized a valuation allowance of $4 million as of December 31, 2023 and 2022 due to recurring operating losses in a foreign jurisdiction. Based on all available positive and negative evidence, we believe the sources of future taxable income are sufficient to realize the remainder of Nasdaq’s deferred tax asset inventory.

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Nasdaq has deferred tax assets associated with net operating losses, or NOLs, in U.S. state and local and non-U.S. jurisdictions with the following expiration dates:

Jurisdiction			December 31, 2023			Expiration Date
			(in millions)
Foreign NOL			$	12		2039-2043
U.S. state and local NOL			3			2025-2042

Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

			Year Ended December 31,
			2023						2022						2021
			(in millions)
Beginning balance			$	70					$	57					$	42
Additions as a result of tax positions taken in prior periods			2						13						16
Additions as a result of tax positions taken in the current period			25						9						11
Reductions related to settlements with taxing authorities			(14)						(7)						(6)
Reductions as a result of lapses of the applicable statute of limitations			(3)						(2)						(6)
Ending balance			$	80					$	70					$	57

We had $80 million of unrecognized tax benefits as of December 31, 2023, $70 million as of December 31, 2022, and $57 million as of December 31, 2021 which, if recognized in the future, would affect our effective tax rate. Nasdaq does not believe that our unrecognized tax benefits will materially change over the next 12 months.

We recognize interest and/or penalties related to income tax matters in the provision for income taxes in our Consolidated Statements of Income, which was $3 million tax expense for the year ended December 31, 2023 and less than $1 million for the year ended December 31, 2022 and $2 million tax benefit for the year ended for December 31, 2021. Accrued interest and penalties, net of tax effect were $6 million as of December 31, 2023 and $5 million as of December 31, 2022.

Tax Audits

Nasdaq and its eligible subsidiaries file a consolidated U.S. federal income tax return and applicable state and local income tax returns and non-U.S. income tax returns. We are subject to examination by federal, state and local, and foreign tax authorities. Our Federal income tax return is under audit for tax year 2018 and is subject to examination by the Internal Revenue Service for the years 2020 through 2022. Several state tax returns are currently under examination by the respective tax authorities for the years 2014 through 2022. Non-U.S. tax returns are subject to examination by the respective tax authorities for the years 2018 through 2023. We regularly assess the likelihood of additional assessments by each jurisdiction and have established tax reserves that we believe are adequate in relation to the potential for additional assessments. Examination outcomes and the timing of

examination settlements are subject to uncertainty. Although the results of such examinations may have an impact on our unrecognized tax benefits, we do not anticipate that such impact will be material to our consolidated financial position or results of operations. We do not expect to settle any material tax audits in the next twelve months.

18. COMMITMENTS, CONTINGENCIES AND GUARANTEES

Guarantees Issued and Credit Facilities Available

In addition to the default fund contributions and margin collateral pledged by clearing members discussed in Note 15, “Clearing Operations,” we have obtained financial guarantees and credit facilities, which are guaranteed by us through counter indemnities, to provide further liquidity related to our clearing businesses. Financial guarantees issued to us totaled $4 million as of December 31, 2023 and 2022. As discussed in “Other Credit Facilities,” of Note 9, “Debt Obligations,” we also have credit facilities primarily related to our Nasdaq Clearing operations, which are available in multiple currencies, and totaled $191 million as of December 31, 2023 and $184 million as of December 31, 2022 in available liquidity, none of which was utilized.

Other Guarantees

Through our clearing operations in the financial markets, Nasdaq Clearing is the legal counterparty for, and guarantees the performance of, its clearing members. See Note 15, “Clearing Operations,” for further discussion of Nasdaq Clearing performance guarantees.

We have provided a guarantee related to lease obligations for The Nasdaq Entrepreneurial Center, Inc., which is a not-for-profit organization designed to convene, connect and engage aspiring and current entrepreneurs. This entity is not included in the consolidated financial statements of Nasdaq.

We believe that the potential for us to be required to make payments under these arrangements is unlikely. Accordingly, no contingent liability is recorded in the Consolidated Balance Sheets for the above guarantees.

Routing Brokerage Activities

One of our broker-dealer subsidiaries, Nasdaq Execution Services, provides a guarantee to securities clearinghouses and exchanges under its standard membership agreements, which require members to guarantee the performance of other members. If a member becomes unable to satisfy its obligations to a clearinghouse or exchange, other members would be required to meet its shortfalls. To mitigate these performance risks, the exchanges and clearinghouses often require members to post collateral, as well as meet certain minimum financial standards. Nasdaq Execution Services’ maximum potential liability under these arrangements cannot be quantified. However, we believe that the potential for Nasdaq Execution Services to be required to make payments under these arrangements is unlikely. Accordingly, no contingent liability is recorded in the Consolidated Balance Sheets for these arrangements.

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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.

As previously disclosed, OFAC conducted an inquiry into the Armenian Stock Exchange matter described above and in our prior filings since 2016. During the first quarter of 2021, we were advised that OFAC was considering a civil monetary penalty in connection with that matter. In November 2023, we reached a settlement with, and made a payment to, OFAC, which was materially in line with the immaterial loss contingency we had accrued in 2022.

CFTC Matter

In June 2022, NASDAQ Futures, Inc. (“NFX”), a non-operational, wholly-owned subsidiary of Nasdaq, received a telephonic “Wells Notice” from the staff of the CFTC relating to certain alleged potential violations by NFX of provisions of the Commodity Exchange Act and CFTC rules thereunder during the period beginning July 2015 through October 2018. The alleged potential violations concern the accuracy of NFX’s description of one of its market maker incentive programs. The Wells Notice informed NFX that the CFTC staff has made, subject to consideration of NFX’s response, a preliminary determination to recommend that the CFTC authorize an enforcement action against NFX in connection with its former futures exchange business. Nasdaq sold NFX’s futures exchange business to a third-party in November 2019, including the portfolio of open interest in NFX contracts. During 2020, all remaining open interest in NFX contracts was migrated to other exchanges and NFX ceased operation. A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. NFX has submitted a response to the Wells Notice that contests all aspects of the CFTC staff’s position. The CFTC staff subsequently informed us that it plans to formally recommend that the CFTC authorize a civil enforcement action. We cannot predict if or when such an action will be brought, including the scope of the claims or the remedy sought, but such action could commence at any time, and the scope of claims or

remedies sought could be material. We believe that NFX would have defenses to any claims if they are the same as those alleged by the CFTC staff during the Wells Notice process. We are unable to predict the ultimate outcome of this matter or the amount or type of remedies that the CFTC may seek or obtain, but any such remedies could have a material negative effect on our operating results and reputation.

SFSA Inquiry

In September 2023, Nasdaq Stockholm AB, a wholly-owned subsidiary of Nasdaq and the operator of the Nasdaq Stockholm exchange, received a written notification from the SFSA regarding a review initiated with regard to the obligation of Nasdaq Stockholm AB to report suspected market abuse. The review was initiated in connection with an investigation of alleged insider trading in the shares of four companies listed on the Nasdaq Stockholm exchange. The SFSA’s preliminary assessment is that Nasdaq Stockholm AB, by not reporting certain suspicious transactions in the four listed companies, breached its obligation under certain provisions of the Market Abuse Regulation and the Swedish Securities Market Act. In January 2024, the SFSA notified Nasdaq Stockholm AB that the review will continue, and in February the SFSA sent a request for submission to Nasdaq for our review and response. Nasdaq Stockholm AB is cooperating fully and is engaged in ongoing communications with the SFSA.

Other Matters

Except as disclosed above and in our prior reports filed under the Exchange Act, we are not currently a party to any litigation or proceeding that we believe could have a material adverse effect on our business, consolidated financial condition, or operating results. However, from time to time, we have been threatened with, or named as a defendant in, lawsuits or involved in regulatory proceedings.

In the normal course of business, Nasdaq discusses matters with its regulators raised during regulatory examinations or otherwise subject to their inquiries. Management believes that censures, fines, penalties or other sanctions that could result from any ongoing examinations or inquiries will not have a material impact on its consolidated financial position or results of operations. However, we are unable to predict the outcome or the timing of the ultimate resolution of these matters, or the potential fines, penalties or injunctive or other equitable relief, if any, that may result from these matters.

Related to the legal and regulatory matters described above we have recorded immaterial legal accruals during the year ended 2023.

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Tax Audits

We are engaged in ongoing discussions and audits with taxing authorities on various tax matters, the resolutions of which are uncertain. Currently, there are matters that may lead to assessments, some of which may not be resolved for several years. Based on currently available information, we believe we have adequately provided for any assessments that could result from those proceedings where it is more likely than not that we will be assessed. We review our positions on these matters as they progress. See “Tax Audits,” of Note 17, “Income Taxes,” for further discussion.

19. BUSINESS SEGMENTS

Prior to November 1, 2023, we managed, operated and provided our products and services in three business segments: Market Platforms, Capital Access Platforms and Anti-Financial Crime. After the closing of the Adenza acquisition, we realigned our reportable segments to Capital Access Platforms, Financial Technology and Market Services. See Note 1, “Organization and Nature of Operations,” for further discussion of our reportable segments.

This Annual Report on Form 10-K presents our results in alignment with the new corporate structure. All periods presented are restated to reflect the new structure.

Our management allocates resources, assesses performance and manages these businesses as three separate segments. We evaluate the performance of our segments based on several factors, of which the primary financial measure is operating income. Results of individual businesses are presented based on our management accounting practices and structure. Our chief operating decision maker does not review total assets or statements of income below operating income by segments as key performance metrics; therefore, such information is not presented below.

The following table presents certain information regarding our business segments for the years ended December 31, 2023, 2022 and 2021:

			Year Ended December 31,
			2023						2022						2021
			(in millions)
Capital Access Platforms
Total revenues			$	1,770					$	1,682					$	1,566
Depreciation and amortization*			39						36						34
Operating income			971						914						842
Purchase of property and equipment			53						50						50
Financial Technology
Total revenues			1,099						864						772
Depreciation and amortization*			36						35						36
Operating income			494						299						259
Purchase of property and equipment			50						49						55
Market Services
Total revenues			3,156						3,632						3,471
Transaction-based expenses			(2,169)						(2,644)						(2,466)
Revenues less transaction-based expenses			987						988						1,005
Depreciation and amortization*			34						32						34
Operating income			582						627						664
Purchase of property and equipment			55						53						58
Corporate Items
Total revenues			39						48						77
Depreciation and amortization			214						155						174
Operating loss			(469)						(276)						(324)
Consolidated
Total revenues			$	6,064					$	6,226					$	5,886
Transaction-based expenses			(2,169)						(2,644)						(2,466)
Revenues less transaction-based expenses			$	3,895					$	3,582					$	3,420
Depreciation and amortization			$	323					$	258					$	278
Operating income			$	1,578					$	1,564					$	1,441
Purchase of property and equipment			$	158					$	152					$	163

• excludes amortization of acquired intangible assets

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Below 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. For the year ended December 31, 2023, these costs primarily relate to the Adenza acquisition.

• Restructuring charges: In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program, “Adenza Restructuring” to optimize our efficiencies as a combined organization. In October 2022, following our September 2022 announcement to realign our segments and leadership, we initiated a divisional alignment program with a focus on realizing the full potential of this structure. In 2019, we initiated the transition of certain technology platforms to advance our strategic opportunities as a technology and analytics provider and continue the realignment of certain business areas. See Note 20, “Restructuring Charges,” for further discussion of this plan.

• Revenues and expenses - divested businesses: For the years ended December 31, 2023, 2022 and 2021, these amounts include revenues and expenses related to our European power trading and clearing business, following our announcement in June 2023 to sell this business, subject to regulatory approval. Historically, these amounts were included in our Market Services and Capital Access Platforms results. For 2022 and 2021, we have included in corporate items the revenues and expenses of our U.S. Fixed Income business, which was previously included in our Market Services and Capital Access Platforms results.

Also included are the revenues and expenses of our Nordic broker services business for which we completed the wind-down in June 2022. For 2021, we included in corporate items the revenues and expenses associated with the NPM business which we contributed to a standalone, independent company, of which we own the largest minority interest, together with a consortium of third-party financial institutions in July 2021. Prior to July, these revenues were previously included in our Capital Access Platforms results. For the years ended December 31, 2023, 2022 and 2021, 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:

**◦**Lease asset impairments: For 2023, this includes 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 Consolidated Statements of Income.

◦Extinguishment of debt: For 2022 and 2021 this includes a loss on extinguishment of debt, which is recorded under general, administrative and other expense in our Consolidated Statements of Income.

◦Legal and regulatory matters: For 2023 and 2022, this includes accruals related to certain legal matters. For 2023, these charges were partially offset by insurance recoveries related to certain legal matters. The charges and related insurance recoveries are recorded in professional and contract services and general, administrative and other expense in the Consolidated Statements of Income. For 2022 and 2021, this also includes a charge related to an administrative fine imposed by the SFSA related to the clearing default that occurred in 2018. This charge was included in regulatory expense in the Consolidated Statements of Income.

**◦**Pension settlement charge: For 2023, we terminated our U.S. pension plan and recorded a partial settlement charge under compensation and benefits in the Consolidated Statements of Income. See Note 10, “Retirement Plans,” to the consolidated financial statements for further discussion.

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			Year Ended December 31,
			2023						2022						2021
			(in millions)
Revenues - divested businesses			$	39					$	48					$	77
Expenses:
Amortization expense of acquired intangible assets			206						153						170
Merger and strategic initiatives expense			148						82						87
Restructuring charges			80						15						31
Lease asset impairments			25						—						—
Legal and regulatory matters			12						26						44
Extinguishment of debt			—						16						33
Pension Settlement			9						—						—
Expenses - divested businesses			21						27						38
Other			7						5						(2)
Total expenses			508						324						401
Operating loss			$	(469)					$	(276)					$	(324)

For further discussion of our segments’ results, see “Segment Operating Results,” of “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Geographic Data

The following table presents total revenues and property and equipment, net by geographic area for 2023, 2022 and 2021. Revenues are classified based upon the location of the customer. Property and equipment information is based on the physical location of the assets.

			Total Revenues						Property and Equipment, Net
2023:			(in millions)
United States			$	4,870					$	367
All other countries			1,194						209
Total			$	6,064					$	576
2022:
United States			$	5,100					$	344
All other countries			1,126						188
Total			$	6,226					$	532
2021:
United States			$	4,822					$	325
All other countries			1,064						184
Total			$	5,886					$	509

Property and equipment, net for all other countries primarily includes assets held in Sweden. No single customer accounted for 10.0% or more of our revenues in 2023, 2022 and 2021.

20. RESTRUCTURING CHARGES

In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program, “Adenza Restructuring” to optimize our efficiencies as a combined organization. In connection with this program, we expect to incur approximately $80 million in pre-tax charges principally related to employee-related costs, contract terminations, real estate impairments and other related costs. We expect to achieve benefits primarily in the form of expense and revenue synergies. Costs related to the 2023 Adenza Restructuring program will be recorded as restructuring charges in the Consolidated Statements of Income.

In October 2022, following our September 2022 announcement to realign our segments and leadership, we initiated a divisional alignment program with a focus on realizing the full potential of this structure. In connection with the program, we expect to incur $115 million to $145 million in pre-tax charges principally related to employee-related costs, consulting, asset impairments and contract terminations over a two-year period. Costs related to the divisional alignment program will be recorded as restructuring charges in the Consolidated Statements of Income.

In September 2019, we initiated the transition of certain technology platforms to advance the Company’s strategic opportunities as a technology and analytics provider and continue the realignment of certain business areas. In connection with these restructuring efforts, we retired certain elements of our market infrastructure and technology product offerings as we implemented Nasdaq Financial Framework and other technologies internally and externally. This represented a fundamental shift in our strategy and technology as well as executive realignment. In June 2021, we completed our 2019 restructuring plan and recognized total pre-tax charges of $118 million over a two-year period. Total pre-tax charges related primarily to non-cash items such as asset impairments and accelerated depreciation, and third-party consulting costs. Severance and employee-related charges were also incurred.

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The following table presents a summary of the 2023 Adenza restructuring program, our 2022 divisional alignment program and our 2019 restructuring plan charges for the years ended December 31, 2023, 2022 and 2021 as well as total program costs incurred since the inception date of each program.

			Year Ended December 31,
			2023						2022						2021
			(in millions)
Asset impairment charges
Divisional realignment			$	12					$	8					$	—
2019 program			—						—						4
Consulting services
Adenza restructuring			3						—						—
Divisional realignment			34						3						—
2019 program			—						—						19
Employee-related costs															—
Adenza restructuring			6						—						—
Divisional realignment			13						3						—
2019 program			—						—						1
Other			—						—						—
Adenza restructuring			1						—						—
Divisional realignment			11						1						—
2019 program			—						—						7
Total restructuring charges			$	80					$	15					$	31
Total Program Costs Incurred
Adenza restructuring			$	10
Divisional realignment			$	85
2019 program			$	118

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