Item 2. Management's Discussion and Analysis of Financial Condition and Results Of Operations

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Item 2. Management's Discussion and Analysis of Financial Condition and Results Of Operations

The following discussion and analysis of the financial condition and results of operations of Nasdaq should be read in conjunction with our condensed consolidated financial statements and related notes included in this Form 10-Q.

OVERVIEW

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

We manage, operate and provide our products and services in four business segments: Market Technology, Investment Intelligence, Corporate Platforms and Market Services.

Second Quarter 2022 and Recent Developments

Dividends on Common Stock

For the three months ended June 30, 2022, we returned $98 million to shareholders through dividend payments.
In June 2022, the Company’s shareholders, and the SEC, approved the Company’s proposed charter amendment to increase the number of authorized shares of common stock. In July 2022, the charter was amended and the board of directors approved and declared a 3-for-1 stock split in the form of a stock dividend on each share of common stock. Trading on a split-adjusted basis is expected to take place on August 29, 2022.
In July 2022, the board of directors approved a regular quarterly cash dividend of $0.20 per share on our outstanding common stock. On a split-adjusted basis, the dividend is economically equivalent to the pre-split quarterly dividend of $0.60 per share on our outstanding common stock paid in the preceding quarter.

Share Repurchase Program

*•*In second quarter of 2022, we repurchased 1,086,000 shares of common stock for an aggregate of $166 million.

As of June 30, 2022, the remaining amount authorized for repurchases under our share repurchase program was $293 million.

Corporate Highlights

Our Index business continued to experience strong net inflows of $71 billion over the last 12 months and the number of contracts traded on futures and options on futures tracking Nasdaq indexes increased 64% year over year.
The Nasdaq Stock Market led U.S. exchanges for IPOs during the second quarter of 2022. The Nasdaq Stock Market IPO win rate was 88% in the second quarter of 2022, including 38 IPOs representing $2.8 billion in capital raised. There were 22 operating company and 16 special purpose acquisition company IPOs during the period.
Nasdaq led all exchanges in total multiply-listed options traded and set a record for the number of shares traded during the 2022 Russell U.S. indexes reconstitution. In the second quarter and first six months of 2022, Nasdaq led all exchanges during the period in total volume traded for multiply-listed equity options. Nasdaq achieved a record day for rebalancing Nasdaq listed securities in the annual Russell reconstitution, with 3.31 billion shares representing $63.8 billion, executed in 2.04 seconds.
Market Technology new order intake totaled $102 million in the second quarter of 2022, with nearly 60% coming from new customers, including a client agreement with Climate Impact X to leverage Nasdaq’s Marketplace Services Platform.

Financial Summary

The following tables summarize our financial performance for the three and six months ended June 30, 2022 when compared to the same periods in 2021. The comparability of our results of operations between reported periods is impacted by the acquisition of Verafin in February 2021 and the divestiture of our U.S. Fixed Income business in June 2021, which was part of our FICC business within our Market Services segment, as well as the contribution of our NPM business 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. See “2021 Divestiture,” and “2021 Acquisition,” of Note 4, “Acquisitions and Divestiture,” to the condensed consolidated financial statements for further discussion. For a detailed discussion of our results of operations, see “Segment Operating Results” below.


	Three Months Ended June 30,					Percentage Change
	2022		2021
	(in millions, except per share amounts)
Revenues less transaction-based expenses	$	893	$	846		5.6	%
Operating expenses	481		470			2.3	%
Operating income	412		376			9.6	%
Net income attributable to Nasdaq	$	307	$	341		(10.0)	%
Diluted earnings per share	$	1.85	$	2.05		(9.8)	%
Cash dividends declared per common share	$	0.60	$	0.54		11.1	%

	Six Months Ended June 30,				Percentage Change
	2022		2021
	(in millions, except per share amounts)
Revenues less transaction-based expenses	$	1,785	$	1,697		5.2	%
Operating expenses	968		956			1.3	%
Operating income	817		741			10.3	%
Net income attributable to Nasdaq	$	590	$	639		(7.7)	%
Diluted earnings per share	$	3.55	$	3.83		(7.3)	%
Cash dividends declared per common share	$	1.14	$	1.03		10.7	%

In countries with currencies other than the U.S. dollar, revenues and expenses are translated using monthly average exchange rates. Impacts on our revenues less transaction-based expenses and operating income associated with fluctuations in foreign currency are discussed in more detail under “Item 3. Quantitative and Qualitative Disclosures about Market Risk.”

Nasdaq's Operating Results

The following chart summarizes our ARR (in millions):

ARR for a given period is the annualized revenue derived from subscription contracts with a defined contract value. This excludes contracts that are not recurring, are one-time in nature, or where the contract value fluctuates based on defined metrics. ARR is one of our key performance metrics to assess the health and trajectory of our recurring business. ARR does not have any standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

The ARR chart includes:


▪						Active Market Technology support and SaaS subscription contracts.
▪						Proprietary market data and index data subscriptions as well as subscription contracts for eVestment, Solovis, NDW Research Platform, Nasdaq Fund Network and Nasdaq Data Link. It also includes guaranteed minimum on futures contracts within the Index business.
▪						U.S. and Nordic annual listing fees, IR and ESG products, including subscription contracts for IR Insight, board portals and OneReport, as well as IR advisory services.
▪						Trade Management Services business, excluding one-time service requests.

The following chart summarizes our quarterly annualized SaaS revenues for our Solutions Segments, which is comprised of the Market Technology, Investment Intelligence and Corporate Platforms segments, for the second quarter of 2022 and 2021 (in millions):

Segment Operating Results

The following table presents our revenues by segment, transaction-based expenses for our Market Services segment and total revenues less transaction-based expenses:


	Three Months Ended June 30,					Percentage Change
	2022		2021
	(in millions)
Market Technology	$	131	$	117		12.0	%
Investment Intelligence	283		261			8.4	%
Corporate Platforms	168		149			12.8	%
Market Services	969		874			10.9	%
Other revenues	1		11			(90.9)	%
Total revenues	$	1,552	$	1,412		9.9	%
Transaction rebates	(529)		(517)			2.3	%
Brokerage, clearance and exchange fees	(130)		(49)			165.3	%
Total revenues less transaction-based expenses	$	893	$	846		5.6	%

	Six Months Ended June 30,				Percentage Change
	2022		2021
	(in millions)
Market Technology	$	255	$	217		17.5	%
Investment Intelligence	567		516			9.9	%
Corporate Platforms	336		296			13.5	%
Market Services	1,927		2,010			(4.1)	%
Other revenues	2		24			(91.7)	%
Total revenues	3,087		3,063			0.8	%
Transaction rebates	(1,111)		(1,170)			(5.0)	%
Brokerage, clearance and exchange fees	(191)		(196)			(2.6)	%
Total revenues less transaction-based expenses	$	1,785	$	1,697		5.2	%

The following charts present our Market Technology, Investment Intelligence, Corporate Platforms and Market Services segments as a percentage of our total revenues, less transaction-based expenses.

Percentage of Revenues Less Transaction-based Expenses by Segment for the:

MARKET TECHNOLOGY

The following tables present revenues and key drivers from our Market Technology segment:


	Three Months Ended June 30,					Percentage Change
	2022		2021
	(in millions)
Anti Financial Crime Technology	$	75	$	58		29.3	%
Marketplace Infrastructure Technology	56		59			(5.1)	%
Total Market Technology	$	131	$	117		12.0	%

	Six Months Ended June 30,				Percentage Change
	2022		2021
	(in millions)
Anti Financial Crime Technology	$	147	$	101		45.5	%
Marketplace Infrastructure Technology	108		116			(6.9)	%
Total Market Technology	$	255	$	217		17.5	%


	Three Months Ended June 30,
	2022		2021
	(in millions)
Order intake (in millions)	$	102	$	119
ARR	451		428
Quarterly annualized SaaS revenues	312		268
	Six Months Ended June 30,
	2022		2021
	(in millions)
Order intake	$	150	$	160

In the tables above, order intake is the total contract value of orders signed during the period, excluding Verafin. ARR and SaaS revenues include Verafin.

Anti Financial Crime Technology Revenues

Anti-financial crime technology revenues increased in both the second quarter and first six months of 2022 compared with the same periods in 2021 primarily due to increased demand for fraud and anti-money laundering and surveillance solutions.

Marketplace Infrastructure Technology Revenues

Marketplace infrastructure technology revenues decreased in both the second quarter and first six months of 2022 compared with the same periods in 2021 primarily due to the unfavorable impact of changes in foreign exchange rates and the successful completion of a significant long-term contract, partially offset by growth in SaaS revenues.

INVESTMENT INTELLIGENCE

The following tables present revenues and key drivers from our Investment Intelligence segment:


	Three Months Ended June 30,					Percentage Change
	2022		2021
	(in millions)
Market Data	$	105	$	104		1.0	%
Index	124		107			15.9	%
Analytics	54		50			8.0	%
Total Investment Intelligence	$	283	$	261		8.4	%

	Six Months Ended June 30,				Percentage Change
	2022		2021
	(in millions)
Market Data	$	213	$	209		1.9	%
Index	246		209			17.7	%
Analytics	108		98			10.2	%
Total Investment Intelligence	$	567	$	516		9.9	%









	As of or Three Months Ended June 30,
	2022		2021
Number of licensed ETPs	374		359
TTM Change in Period End ETP AUM tracking Nasdaq indexes (in billions)
Beginning balance	$	415	$	272
Net (depreciation) appreciation	(90)		113
Net impact of ETP sponsor switches	(75)		(17)
Net inflows	71		47
Ending balance	$	321	$	415
ARR (in millions)	$	586	$	547
Quarterly annualized SaaS revenues (in millions)	$	215	$	192

In the table above, TTM represents trailing twelve months.

Market Data Revenues

Market data revenues increased in both the second quarter and first six months of 2022 compared with the same periods in 2021 primarily due to an increase in proprietary data revenues driven by higher international demand, partially offset by an unfavorable impact from changes in foreign exchange rates.

Index Revenues

Index revenues increased in both the second quarter and first six months of 2022 compared with the same periods in 2021 primarily due to higher licensing revenues from futures trading linked to the Nasdaq-100 Index. The increase in the first six months of 2022 also reflects higher licensing revenues resulting from higher average AUM in ETPs linked to Nasdaq indexes.

Analytics Revenues

Analytics revenues increased in both the second quarter and first six months of 2022 compared with the same periods in 2021 primarily due to the growth in our eVestment platform driven by new sales and strong net retention.

CORPORATE PLATFORMS

The following tables present revenues and key drivers from our Corporate Platforms segment:


	Three Months Ended June 30,					Percentage Change
	2022		2021
	(in millions)
Listing Services	$	107	$	93		15.1	%
IR & ESG Services	61		56			8.9	%
Total Corporate Platforms	$	168	$	149		12.8	%

	Six Months Ended June 30,				Percentage Change
	2022		2021
	(in millions)
Listing Services	$	214	$	184		16.3	%
IR & ESG Services	122		112			8.9	%
Total Corporate Platforms	$	336	$	296		13.5	%


	As of or Three Months Ended June 30,
	2022		2021
IPOs
The Nasdaq Stock Market	38		135
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	17		62
Total new listings
The Nasdaq Stock Market	84		192
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	25		72
Number of listed companies
The Nasdaq Stock Market	4,269		3,817
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	1,260		1,152
ARR (in millions)	$	586	$	509
Quarterly annualized SaaS revenues (in millions)	$	152	$	144

	As of or Six Months Ended June 30,
	2022		2021
IPOs
The Nasdaq Stock Market	108		410
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	30		86
Total new listings
The Nasdaq Stock Market	194		511
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	44		104

In the tables above:

The Nasdaq Stock Market new listings include IPOs, including issuers that switched from other listing venues and separately listed ETPs. For the three months ended June 30, 2022 and 2021, IPOs included 16 and 47 SPACs, respectively. For the six months ended June 30, 2022 and 2021, IPOs included 59 and 243 SPACs, respectively.
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic new listings include IPOs and represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on the alternative markets of Nasdaq First North.
Number of total listed companies on The Nasdaq Stock Market at period end includes 465 ETPs as of June 30, 2022 and 419 ETPs as of June 30, 2021.
Number of total listed companies on the exchanges that comprise Nasdaq Nordic and Nasdaq Baltic represents companies listed on these exchanges and companies on the alternative markets of Nasdaq First North.

Listing Services Revenues

Listing services revenues increased in both the second quarter and first six months of 2022 compared with the same periods in 2021 primarily due to an increase in the overall number of listed companies.

IR & ESG Services Revenues

IR & ESG Services revenues increased in both the second quarter and first six months of 2022 compared with the same periods in 2021 primarily due to increased sales and higher retention rates. Growth in revenues reflect higher adoption across the breadth of investor relations and newer ESG advisory and reporting offerings as well as an increase in the number of corporate issuer clients.

MARKET SERVICES

Equity Derivative Trading and Clearing Revenues

The following tables present total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers from our Equity Derivative Trading and Clearing business:


	Three Months Ended June 30,					Percentage Change
	2022		2021
	(in millions)
Equity Derivative Trading and Clearing Revenues	$	324	$	364		(11.0)	%
Transaction-based expenses:
Transaction rebates	(206)		(255)			(19.2)	%
Brokerage, clearance and exchange fees	(15)		(6)			150.0	%
Equity derivative trading and clearing revenues less transaction-based expenses	$	103	$	103		—	%

	Six Months Ended June 30,				Percentage Change
	2022		2021
	(in millions)
Equity Derivative Trading and Clearing Revenues	$	674	$	785		(14.1)	%
Transaction-based expenses:
Transaction rebates	(438)		(550)			(20.4)	%
Brokerage, clearance and exchange fees	(21)		(26)			(19.2)	%
Equity derivative trading and clearing revenues less transaction-based expenses	$	215	$	209		2.9	%

In the tables above, brokerage, clearance and exchange fees includes Section 31 fees of $14 million in the second quarter of 2022, $5 million in the second quarter of 2021, $20 million in the first six months of 2022 and $22 million in the first six months of 2021. Section 31 fees are recorded as equity derivative trading and clearing revenues with a corresponding amount recorded in transaction-based expenses.


	Three Months Ended June 30,
	2022		2021
U.S. equity options
Total industry average daily volume (in millions)	36.7		34.6
Nasdaq PHLX matched market share	11.7	%	12.7	%
The Nasdaq Options Market matched market share	8.2	%	8.4	%
Nasdaq BX Options matched market share	2.1	%	1.1	%
Nasdaq ISE Options matched market share	5.4	%	6.1	%
Nasdaq GEMX Options matched market share	2.4	%	6.1	%
Nasdaq MRX Options matched market share	1.6	%	1.5	%
Total matched market share executed on Nasdaq’s exchanges	31.4	%	35.9	%
Nasdaq Nordic and Nasdaq Baltic options and futures
Total average daily volume of options and futures contracts	277,008		262,890

	Six Months Ended June 30,
	2022		2021
U.S. equity options
Total industry average daily volume (in millions)	38.3		37.3
Nasdaq PHLX matched market share	11.6	%	12.8	%
The Nasdaq Options Market matched market share	8.3	%	8.1	%
Nasdaq BX Options matched market share	2.1	%	0.9	%
Nasdaq ISE Options matched market share	5.6	%	7.0	%
Nasdaq GEMX Options matched market share	2.4	%	6.0	%
Nasdaq MRX Options matched market share	1.7	%	1.4	%
Total matched market share executed on Nasdaq’s exchanges	31.7	%	36.2	%
Nasdaq Nordic and Nasdaq Baltic options and futures
Total average daily volume of options and futures contracts	322,390		311,016

In the tables above, Nasdaq Nordic and Nasdaq Baltic total average daily volume of options and futures contracts include Finnish option contracts traded on Eurex for which Nasdaq and Eurex have a revenue sharing arrangement.

Equity derivative trading and clearing revenues decreased in both the second quarter and first six months of 2022 compared with the same periods in 2021. The decrease in the second quarter of 2022 was primarily due to lower U.S. matched market share executed on Nasdaq's exchanges, partially offset by a higher gross capture rate and higher Section 31 pass-through fee revenue. The decrease for the first six months of 2022 was primarily due to lower U.S. matched market share executed on Nasdaq's exchanges and lower gross capture rate, partially offset by higher U.S. and European industry trading volumes.

Equity derivative trading and clearing revenues less transaction-based expenses remained flat in the second quarter of 2022 compared with the same period in 2021 primarily due to higher net capture rates and higher U.S. and European industry trading volumes, offset by lower U.S. matched market share executed on Nasdaq's exchanges and the unfavorable impact of the changes in foreign exchange rates. Equity derivative trading and clearing revenues less transaction-based expenses increased in the first six months of 2022 compared with the same period in 2021 primarily due to higher net capture rates and higher U.S. and European industry trading volumes, partially offset by lower U.S. matched market share executed on Nasdaq's exchanges.

Section 31 fees are recorded as equity derivative trading and clearing revenues with a corresponding amount recorded as brokerage, clearance and exchange fees in the Condensed Consolidated Statements of Income. In the U.S., we are assessed these fees from the SEC and pass them through to our customers in the form of incremental fees. Pass-through fees can increase or decrease due to rate changes by the SEC, our percentage of the overall industry volumes processed on our systems, and differences in actual dollar value traded. Since the amount recorded in revenues is equal to the amount recorded as brokerage, clearance and exchange fees, there is no impact on our revenues less transaction-based expenses. Section 31 fees increased in the second quarter of 2022 compared with same period in 2021 primarily due to higher average SEC fee rates, following the increase in SEC 31 fee rates in May 2022. Section 31 fees decreased in the first six months of 2022 compared with same period in 2021 primarily due to lower average SEC fee rates, following the decrease in SEC 31 fee rates in February 2021.

Transaction rebates, in which we credit a portion of the execution charge to the market participant, decreased in both the second quarter and first six months of 2022 compared with the same periods in 2021. The decrease in the second quarter of 2022 was primarily due to lower overall U.S. matched market share executed on Nasdaq's exchanges and lower volumes, partially offset by a higher rebate capture rate. The decrease in the first six months of 2022 was primarily due to lower overall U.S. matched market share executed on Nasdaq's exchanges and lower rebate capture rate, partially offset by higher U.S. and European industry trading volumes.

Cash Equity Trading Revenues

The following tables present total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers and other metrics from our Cash Equity Trading business:


	Three Months Ended June 30,					Percentage Change
	2022		2021
	(in millions)
Cash Equity Trading Revenues	$	546	$	415		31.6	%
Transaction-based expenses:
Transaction rebates	(323)		(262)			23.3	%
Brokerage, clearance and exchange fees	(115)		(43)			167.4	%
Cash equity trading revenues less transaction-based expenses	$	108	$	110		(1.8)	%

	Six Months Ended June 30,				Percentage Change
	2022		2021
	(in millions)
Cash Equity Trading Revenues	$	1,056	$	1,033		2.2	%
Transaction-based expenses:
Transaction rebates	(673)		(620)			8.5	%
Brokerage, clearance and exchange fees	(170)		(170)			—	%
Cash equity trading revenues less transaction-based expenses	$	213	$	243		(12.3)	%

In the tables above, brokerage, clearance and exchange fees includes Section 31 fees of $108 million in the second quarter of 2022, $36 million in the second quarter of 2021, $156 million in the first six months of 2022 and $151 million in the first six months of 2021. Section 31 fees are recorded as cash equity trading revenues with a corresponding amount recorded in transaction-based expenses.


	Three Months Ended June 30,
	2022			2021
Total U.S.-listed securities
Total industry average daily share volume (in billions)	12.6			10.6
Matched share volume (in billions)	139.0			114.2
The Nasdaq Stock Market matched market share	16.5		%	15.8		%
Nasdaq BX matched market share	0.5		%	0.7		%
Nasdaq PSX matched market share	0.8		%	0.7		%
Total matched market share executed on Nasdaq’s exchanges	17.8		%	17.2		%
Market share reported to the FINRA/Nasdaq Trade Reporting Facility	34.3		%	35.3		%
Total market share	52.1		%	52.5		%
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades executed on Nasdaq’s exchanges	948,874			1,019,162
Total average daily value of shares traded (in billions)	$	5.7		$	6.6
Total market share executed on Nasdaq’s exchanges	72.2		%	77.3		%

	Six Months Ended June 30,
	2022			2021
Total U.S.-listed securities
Total industry average daily share volume (in billions)	12.7			12.6
Matched share volume (in billions)	281.2			266.8
The Nasdaq Stock Market matched market share	16.4		%	15.8		%
Nasdaq BX matched market share	0.5		%	0.6		%
Nasdaq PSX matched market share	0.8		%	0.7		%
Total matched market share executed on Nasdaq’s exchanges	17.7		%	17.1		%
Market share reported to the FINRA/Nasdaq Trade Reporting Facility	33.9		%	35.3		%
Total market share	51.6		%	52.4		%
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades executed on Nasdaq’s exchanges	1,043,461			1,056,726
Total average daily value of shares traded (in billions)	$	6.4		$	6.8
Total market share executed on Nasdaq’s exchanges	72.6		%	77.9		%

In the tables above, total market shares includes transactions executed on The Nasdaq Stock Market’s, Nasdaq BX’s and Nasdaq PSX’s systems plus trades reported through the FINRA/Nasdaq Trade Reporting Facility.

Cash equity trading revenues increased in the second quarter and first six months of 2022 compared with the same periods in 2021 primarily due to higher U.S. industry trading volumes and higher U.S. matched market share executed on Nasdaq's exchanges, partially offset by lower U.S. gross capture rate, lower European market share and the unfavorable impact of changes in foreign exchange rates.

Cash equity trading revenues less transaction-based expenses decreased in the second quarter and first six months of 2022 compared with the same periods in 2021 primarily due to lower U.S. net capture rate, lower European market share and the unfavorable impact of changes in foreign exchange rates, partially offset by higher U.S. industry volumes and higher U.S. matched market share executed on Nasdaq's exchanges. The decrease in cash equity trading revenues was also due to higher transaction rebates.

Similar to equity derivative trading and clearing, in the U.S. we record Section 31 fees as cash equity trading revenues with a corresponding amount recorded as brokerage, clearance and exchange fees in the Condensed Consolidated Statements of Income. We are assessed these fees from the SEC and pass them through to our customers in the form of incremental fees. Since the amount recorded as revenues is equal to the amount recorded as brokerage, clearance and exchange fees, there is no impact on our revenues less transaction-based expenses. Section 31 fees increased in the second quarter and first six months of 2022 compared with the same periods in 2021 primarily due to higher average SEC fee rates.

Transaction rebates increased in the second quarter and the first six months of 2022 compared with the same periods in 2021. For The Nasdaq Stock Market and Nasdaq PSX, we credit a portion of the per share execution charge to the market participant that provides the liquidity, and for Nasdaq BX, we credit a portion of the per share execution charge to the market participant that takes the liquidity. The increase was primarily due to higher US industry volumes, higher U.S. matched market share executed on Nasdaq's exchanges and a higher rebate capture rate.

FICC Revenues

The following tables present revenues from our FICC business:


	Three Months Ended June 30,					Percentage Change
	2022		2021
	(in millions)
FICC Revenues	$	12	$	14		(14.3)	%

	Six Months Ended June 30,				Percentage Change
	2022		2021
	(in millions)
FICC Revenues	$	26	$	31		(16.1)	%

FICC revenues decreased in the second quarter and first six months of 2022 compared with the same periods in 2021 primarily due to the unfavorable impact of changes in foreign exchange rates. FICC revenues also decreased in the first six months of 2022 due to lower commodities products revenues.

Trade Management Services Revenues

The following tables present revenues and key drivers from our Trade Management Services business:


	Three Months Ended June 30,					Percentage Change
	2022		2021
	(in millions)
Trade Management Services Revenues	$	87	$	81		7.4	%

	Six Months Ended June 30,				Percentage Change
	2022		2021
	(in millions)
Trade Management Services Revenues	$	171	$	161		6.2	%


	Three Months Ended June 30,
	2022		2021
	(in millions)
ARR	$	342	$	320

Trade management services revenues increased in the second quarter and first six months of 2022 compared with the same periods in 2021 primarily due to higher demand for connectivity and infrastructure services.

OTHER REVENUES

For the three and six months ended June 30, 2021, other revenues include the revenues associated with our U.S. Fixed Income business, which was sold in June 2021. Prior to the sale date, these revenues were included in our Market Services and Investment Intelligence segments. See “2021 Divestiture,” of Note 4, “Acquisitions and Divestiture,” to the condensed consolidated financial statements for further discussion of this divestiture. Additionally, 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 Corporate Platforms segment. For the three and six months ended June 30, 2022, other revenues were related to a transitional services agreement associated with a divested business.

EXPENSES

Operating Expenses

The following tables present our operating expenses:


	Three Months Ended June 30,					Percentage Change
	2022		2021
	(in millions)
Compensation and benefits	$	247	$	231		6.9	%
Professional and contract services	29		38			(23.7)	%
Computer operations and data communications	50		46			8.7	%
Occupancy	25		26			(3.8)	%
General, administrative and other	34		12			183.3	%
Marketing and advertising	11		9			22.2	%
Depreciation and amortization	65		68			(4.4)	%
Regulatory	8		7			14.3	%
Merger and strategic initiatives	12		12			—	%
Restructuring charges	—		21			(100.0)	%
Total operating expenses	$	481	$	470		2.3	%

	Six Months Ended June 30,				Percentage Change
	2022		2021
	(in millions)
Compensation and benefits	$	501	$	470		6.6	%
Professional and contract services	64		65			(1.5)	%
Computer operations and data communications	101		90			12.2	%
Occupancy	52		55			(5.5)	%
General, administrative and other	55		24			129.2	%
Marketing and advertising	21		19			10.5	%
Depreciation and amortization	132		131			0.8	%
Regulatory	15		14			7.1	%
Merger and strategic initiatives	27		57			(52.6)	%
Restructuring charges	—		31			(100.0)	%
Total operating expenses	$	968	$	956		1.3	%

The increase in compensation and benefits expense in both the second quarter and first six months of 2022 compared with the same periods in 2021 was primarily driven by continued investment in employees to drive growth and inflationary pressures, partially offset by a favorable impact from foreign exchange rates.

Headcount increased to 6,214 employees as of June 30, 2022 from 5,696 as of June 30, 2021 primarily due to growth in various businesses.

Professional and contract services expense decreased in both the second quarter and first six months of 2022 compared with the same periods in 2021 primarily due to a decrease in legal fees.

Computer operations and data communications expense increased in both the second quarter and first six months of 2022 compared with the same periods in 2021 primarily due to higher software costs related to new cloud initiatives.

Occupancy expense decreased in both the second quarter and first six months of 2022 compared with the same periods in 2021 primarily due to a favorable impact from foreign exchange rates.

General, administrative and other expense increased in both the second quarter and first six months of 2022 compared with the same periods in 2021 due to debt extinguishment costs following the repayment of our 2024 Notes and higher travel costs.

Depreciation and amortization expense decreased for the second quarter of 2022 compared with the same period in 2021 due to a favorable impact from foreign exchange rates. Depreciation and amortization expense remained relatively flat in the first six months of 2022 compared with the same period in 2021.

Regulatory expense remained relatively flat in the second quarter and first six months of 2022 compared with the same periods in 2021.

Merger and strategic initiatives expense remained relatively flat in the second quarter of 2022 compared with the same period in 2021 and decreased in the first six months of 2022 compared with the same period in 2021 due to acquisition costs associated with the Verafin transaction that occurred in the first quarter of 2021. We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years, which have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third-party transaction costs and will vary based on the size and frequency of the activities described above.

See Note 19, “Restructuring Charges,” to the condensed consolidated financial statements for further discussion of our 2019 restructuring plan and charges associated with this plan.

Non-operating Income and Expenses

The following table presents our non-operating income and expenses:


	Three Months Ended June 30,					Percentage Change
	2022		2021
	(in millions)

Interest expense	(32)		(33)			(3.0)	%


Net gain on divestiture of business	—		84			(100.0)	%
Other income	8		—			N/M
Net income from unconsolidated investees	9		27			(66.7)	%
Total non-operating income (expenses)	$	(15)	$	78		(119.2)	%

	Six Months Ended June 30,				Percentage Change
	2022		2021
	(in millions)
Interest income	$	1	$	1		—	%
Interest expense	(64)		(62)			3.2	%
Net interest expense	(63)		(61)			3.3	%

Net gain on divestiture of business	—		84			(100.0)	%
Other income	2		1			100.0	%
Net income from unconsolidated investees	15		84			(82.1)	%
Total non-operating income (expenses)	$	(46)	$	108		(142.6)	%

N/M Not meaningful.

The following table presents our interest expense:


	Three Months Ended June 30,					Percentage Change
	2022		2021
	(in millions)
Interest expense on debt	$	30	$	30		—	%
Accretion of debt issuance costs and debt discount	1		2			(50.0)	%
Other fees	1		1			—	%
Interest expense	$	32	$	33		(3.0)	%

	Six Months Ended June 30,				Percentage Change
	2022		2021
	(in millions)
Interest expense on debt	$	59	$	57		3.5	%
Accretion of debt issuance costs and debt discount	4		4			—	%
Other fees	1		1			—	%
Interest expense	$	64	$	62		3.2	%

Interest expense remained relatively flat in the second quarter of 2022 compared with the same period in 2021 and slightly increased in the first six months of 2022 compared with the same period in 2021 primarily due to the issuance of the 2052 Notes in the first quarter of 2022 and the repayment of the 2024 Notes in the second quarter of 2022. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion of our debt obligations.

The net gain on divestiture of business in the second quarter and first six months of 2021 relates to the sale of our U.S. Fixed Income business, which was part of our FICC business within our Market Services segment, to Tradeweb. We recognized a pre-tax gain on the sale of $84 million, net of disposal costs. See “2021 Divestiture,” of Note 4, “Acquisitions and Divestiture,” to the condensed consolidated financial statements for further discussion.

Other income increased in both the second quarter and first six months of 2022 compared with the same periods in 2021 primarily due to gains from strategic investments related to our corporate venture program.

Net income from unconsolidated investees decreased in both the second quarter and first six months of 2022 compared with the same period in 2021 primarily due to a decrease in income recognized from our equity method investment in OCC. See “Equity Method Investments,” of Note 6, “Investments,” to the condensed consolidated financial statements for further discussion.

Tax Matters

The following table presents our income tax provision and effective tax rate:


	Three Months Ended June 30,							Percentage Change
	2022			2021
	($ in millions)
Income tax provision	$	90		$	113			(20.4)	%
Effective tax rate	22.7		%	24.9		%

	Six Months Ended June 30,						Percentage Change
	2022			2021
	(in millions)
Income tax provision	$	182		$	210			(13.3)	%
Effective tax rate	23.6		%	24.7		%

For further discussion of our tax matters, see Note 16, “Income Taxes,” to the condensed consolidated financial statements.

NON-GAAP FINANCIAL MEASURES

In addition to disclosing results determined in accordance with U.S. GAAP, we also provide non-GAAP net income attributable to Nasdaq and non-GAAP diluted earnings per share. Management uses this non-GAAP information internally, along with U.S. GAAP information, in evaluating our performance and in making financial and operational decisions. We believe our presentation of these measures provides investors with greater transparency and supplemental data relating to our financial condition and results of operations. In addition, we believe the presentation of these measures is useful to investors for period-to-period comparisons of our ongoing operating performance.

These measures are not in accordance with, or an alternative to, U.S. GAAP, and may be different from non-GAAP measures used by other companies. In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces their usefulness as comparative measures. Investors should not rely on any single financial measure when evaluating our business. This non-GAAP information should be considered as supplemental in nature and is not meant as a substitute for our operating results in accordance with U.S. GAAP. We recommend investors review the U.S. GAAP financial measures included in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the notes thereto. When viewed in conjunction with our U.S. GAAP results and the accompanying reconciliation, we believe these non-GAAP measures provide greater transparency and a more complete understanding of factors affecting our business than U.S. GAAP measures alone.

We understand that analysts and investors regularly rely on non-GAAP financial measures, such as non-GAAP net income attributable to Nasdaq and non-GAAP diluted earnings per share, to assess operating performance. We use non-GAAP net income attributable to Nasdaq and non-GAAP diluted earnings per share because they highlight trends more clearly in our business that may not otherwise be apparent when relying solely on U.S. GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our ongoing operating performance. We believe that excluding the following items from the non-GAAP net income attributable to Nasdaq provides a more meaningful analysis of Nasdaq’s ongoing operating performance and comparisons in Nasdaq’s performance between periods:

*•*Amortization expense of acquired intangible assets: We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations. As such, if intangible asset amortization is included in performance measures, it is more difficult to assess the day-to-day operating performance of the businesses, the relative operating performance of the businesses between periods, and the earnings power of Nasdaq.

*•*Merger and strategic initiatives expense: We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years that have resulted in expenses which would not have otherwise been incurred. The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transaction. These expenses primarily include integration costs, as well as legal, due diligence and other third-party transaction costs.

*•*Restructuring charges: 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 19, “Restructuring Charges,” to the condensed consolidated financial statements for further discussion of our 2019 restructuring plan, which was completed in June 2021. Charges associated with this plan represented a fundamental shift in our strategy and technology as well as executive realignment.

Net income from unconsolidated investee: See “Equity Method Investments,” of Note 6, “Investments,” to the condensed consolidated financial statements for further discussion. Our income on our investment in OCC may vary significantly compared to prior periods due to the changes in OCC's capital management policy.

*•*Other items: We have excluded certain other charges or gains, including certain tax items, that are the result of other non-comparable events to measure operating performance. For the three and six months ended June 30, 2022, other items primarily include a loss on extinguishment of debt. For the three and six months ended June 30, 2021, other items primarily include a net gain on divestiture of businesses, which primarily represents our pre-tax net gain of $84 million on the sale of our U.S. Fixed Income business.

*•*Significant tax items: The non-GAAP adjustment to the income tax provision for the three and six months ended June 30, 2022 and 2021 primarily includes the tax impact of each non-GAAP adjustment.

The following tables present reconciliations between U.S. GAAP net income attributable to Nasdaq and diluted earnings per share and non-GAAP net income attributable to Nasdaq and diluted earnings per share:


	Three Months Ended June 30,
	2022			2021
	(in millions, except per share amounts)
U.S. GAAP net income attributable to Nasdaq	$	307		$	341
Non-GAAP adjustments:
Amortization expense of acquired intangible assets	39			40
Merger and strategic initiatives expense	12			12
Restructuring charges	—			21
Net income from unconsolidated investee	(9)			(26)


Extinguishment of debt	16			—
Net gain on divestiture of business	—			(84)

Other	(8)			5
Total non-GAAP adjustments	50			(32)



Total non-GAAP tax adjustments	(15)			7
Total non-GAAP adjustments, net of tax	35			(25)
Non-GAAP net income attributable to Nasdaq	$	342		$	316

U.S. GAAP effective tax rate	22.7		%	24.9		%
Total adjustments from non-GAAP tax rate	0.8		%	0.2		%
Non-GAAP effective tax rate	23.5		%	25.1		%

Weighted-average common shares outstanding for diluted earnings per share	165.5			166.4

U.S. GAAP diluted earnings per share	$	1.85		$	2.05
Total adjustments from non-GAAP net income	0.22			(0.15)
Non-GAAP diluted earnings per share	$	2.07		$	1.90


	Six Months Ended June 30,
	2022			2021
	(in millions, except per share amounts)
U.S. GAAP net income attributable to Nasdaq	$	590		$	639
Non-GAAP adjustments:
Amortization expense of acquired intangible assets	78			76
Merger and strategic initiatives expense	27			57
Restructuring charges	—			31
Net income from unconsolidated investee	(14)			(83)


Extinguishment of debt	16			—
Net gain on divestiture of business	—			(84)

Other	2			7
Total non-GAAP adjustments	109			4



Total non-GAAP tax adjustments	(29)			—
Total non-GAAP adjustments, net of tax	80			4
Non-GAAP net income attributable to Nasdaq	$	670		$	643

U.S. GAAP effective tax rate	23.6		%	24.7		%
Total adjustments from non-GAAP tax rate	0.4		%	(0.1)		%
Non-GAAP effective tax rate	24.0		%	24.6		%

Weighted-average common shares outstanding for diluted earnings per share	166.4			166.8

U.S. GAAP diluted earnings per share	$	3.55		$	3.83
Total adjustments from non-GAAP net income	0.48			0.02
Non-GAAP diluted earnings per share	$	4.03		$	3.85

LIQUIDITY AND CAPITAL RESOURCES

Historically, we have funded our operating activities and met our commitments through cash generated by operations, augmented by the periodic issuance of our common stock and debt. Currently, our cost and availability of funding remain healthy. We continue to prudently assess our capital deployment strategy through balancing acquisitions, internal investments, debt repayments, and shareholder return activity, including share repurchases and dividends.

In the near term, we expect that our operations and the availability under our revolving credit facility and commercial paper program will provide sufficient cash to fund our operating expenses, capital expenditures, debt repayments, any share repurchases, and any dividends.

The value of various assets and liabilities, including cash and cash equivalents, receivables, accounts payable and accrued expenses, the current portion of long-term debt, and commercial paper, can fluctuate from month to month. Working capital (calculated as current assets less current liabilities) was $(653) million as of June 30, 2022, compared with $(449) million as of December 31, 2021, a decrease of $204 million. The decrease was primarily due to increases in deferred revenue, Section 31 fees payable to SEC and other current liabilities and a decrease in other current assets and financial investments, partially offset by a decrease in accrued personnel costs and increases in receivables, net and cash and cash equivalents.

Principal factors that could affect the availability of our internally-generated funds include:

deterioration of our revenues in any of our business segments;
changes in regulatory and working capital requirements; and
an increase in our expenses.

Principal factors that could affect our ability to obtain cash from external sources include:

operating covenants contained in our credit facilities that limit our total borrowing capacity;
credit rating downgrades, which could limit our access to additional debt;
a significant decrease in the market price of our common stock;
volatility or disruption in the public debt and equity markets; and
the impact of the COVID-19 pandemic on our business.

The following table summarizes our financial assets:


	June 30, 2022		December 31, 2021
	(in millions)
Cash and cash equivalents	$	454	$	393

Financial investments	161		208
Total financial assets	$	615	$	601

Cash and Cash Equivalents

Cash and cash equivalents includes all non-restricted cash in banks and highly liquid investments with original maturities of 90 days or less at the time of purchase. The balance retained in cash and cash equivalents is a function of anticipated or possible short-term cash needs, prevailing interest rates, our investment policy, and alternative investment choices. As of June 30, 2022, our cash and cash equivalents of $454 million were primarily invested in money market funds, commercial paper and bank deposits. In the long-term, we may use both internally generated funds and external sources to satisfy our debt obligations and other long-term liabilities. Cash and cash equivalents as of June 30, 2022 increased $61 million from December 31, 2021.

Repatriation of Cash

Our cash and cash equivalents held outside of the U.S. in various foreign subsidiaries totaled $277 million as of June 30, 2022 and $266 million as of December 31, 2021. The remaining balance held in the U.S. totaled $177 million as of June 30, 2022 and $127 million as of December 31, 2021.

Unremitted earnings of certain subsidiaries outside of the U.S. are used to finance our international operations and are considered to be indefinitely reinvested.

Cash Flow Analysis

The following table summarizes the changes in cash flows:


	Six Months Ended June 30,				Percentage Change
	2022		2021
Net cash provided by (used in):	(in millions)
Operating activities	$	980	$	467	109.9	%
Investing activities	(244)		(2,525)		(90.3)	%
Financing activities	2,703		(609)		(543.8)	%
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents	(682)		(108)		531.5	%
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents	2,757		(2,775)		(199.4)	%
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period	5,496		5,979		(8.1)	%
Cash and cash equivalents, restricted cash and cash equivalents at end of period	$	8,253	$	3,204	157.6	%
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents
Cash and cash equivalents	$	454	$	390	16.4	%
Restricted cash and cash equivalents	30		40		(25.0)	%
Restricted cash and cash equivalents (default funds and margin deposits)	7,769		2,774		180.1	%
Total	$	8,253	$	3,204	157.6	%

We have adjusted prior period presentation of opening and ending amounts of cash, cash equivalents, and restricted cash and cash equivalents in our condensed consolidated statements of cash flows to include restricted cash and cash equivalents related to the default funds and margin deposits. See Note 2, “Summary of Significant Accounting Policies,” to the condensed consolidated financial statements for further discussion of this adjustment.

Net Cash Provided by Operating Activities

Net cash provided by operating activities primarily consists of net income adjusted for certain non-cash items such as: depreciation and amortization expense of property and equipment; amortization expense of acquired finite-lived intangible assets; expense associated with share-based compensation; deferred income taxes; expense associated with extinguishment of debt; and net income from unconsolidated investees.

Net cash provided by operating activities is also impacted by the effects of changes in operating assets and liabilities such as: accounts receivable and deferred revenue which are impacted by the timing of customer billings and related collections from our customers; accounts payable and accrued expenses due to timing of payments; accrued personnel costs, which are impacted by employee performance targets and the timing of payments related to employee bonus incentives; and Section 31 fees payable to the SEC, which is impacted by the timing of collections from customers and payments to the SEC.

Net cash provided by operating activities increased $513 million for the six months ended June 30, 2022 compared with the same period in 2021. The increase was primarily driven by cash payments made in the second quarter of 2021 related to the acquisition of Verafin, including a tax obligation paid on behalf of Verafin of $221 million and a cash payment of $102 million, the release of which is subject to certain employment-related conditions over three years following the closing of the acquisition of Verafin as well as an increase in Section 31 fees payable to SEC due to higher SEC fee rates in 2022. The remaining change was primarily due to other fluctuations in our working capital.

Net Cash Used in Investing Activities

Net cash used in investing activities for the six months ended June 30, 2022 primarily related to net purchases of investments related to default funds and margin deposits of $202 million, purchases of property and equipment of $77 million and $41 million cash used for acquisitions, net of cash and cash equivalents acquired, partially offset by proceeds of $55 million from other investing activities and net proceeds from sales and redemptions of securities of $21 million.

Net cash used in investing activities for the six months ended June 30, 2021 primarily related to $2,430 million of cash used for acquisitions, net of cash and cash equivalents acquired of $221 million which was utilized to satisfy an acquisition-related tax obligation on behalf of Verafin, net purchases of investments related to default funds and margin deposits of $90 million, $81 million of purchases of property and equipment, other investing activities of $67 million and payments of $47 million of net purchases of securities, partially offset by proceeds from divestiture of business, net of cash divested $190 million.

Net Cash Provided by Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2022 primarily related to a net increase in default funds and margin deposits of $3,554 million, proceeds of $541 million from the issuances of long-term-debt, partially offset by $499 million extinguishment of our 2024 Notes, $325 million of repurchases of common stock pursuant to the ASR agreement, $308 million in other repurchases of common stock and $186 million of dividend payments to our shareholders.

Net cash provided by financing activities for the six months ended June 30, 2021 primarily related to $410 million in repurchases of common stock, a decrease in default funds and margin deposits of $229 million and $169 million of dividend payments to our shareholders, partially offset by $221 million of proceeds from issuances of commercial paper, net.

See Note 4, “Acquisitions and Divestiture,” to the condensed consolidated financial statements for further discussion of our acquisitions and divestiture.

See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion of our debt obligations.

See “ASR Agreement,” “Share Repurchase Program,” and “Cash Dividends on Common Stock,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our ASR agreement, share repurchase program and cash dividends paid on our common stock.

Financial Investments

Our financial investments totaled $161 million as of June 30, 2022 and $208 million as of December 31, 2021. Of these securities, $147 million as of June 30, 2022 and $162 million as of December 31, 2021 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing. See Note 6, “Investments,” to the condensed consolidated financial statements for further discussion.

Regulatory Capital Requirements

Clearing Operations Regulatory Capital Requirements

We are required to maintain minimum levels of regulatory capital for the clearing operations of Nasdaq Clearing. The level of regulatory capital required to be maintained is dependent upon many factors, including market conditions and creditworthiness of the counterparty. As of June 30, 2022, our required regulatory capital of $123 million was comprised of highly rated European government debt securities that are included in financial investments in the Condensed Consolidated Balance Sheets.

Broker-Dealer Net Capital Requirements

Our broker-dealer subsidiaries, Nasdaq Execution Services, NFSTX, LLC, and Nasdaq Capital Markets Advisory, are subject to regulatory requirements intended to ensure their general financial soundness and liquidity. These requirements obligate these subsidiaries to comply with minimum net capital requirements. As of June 30, 2022, the combined required minimum net capital totaled $1 million and the combined excess capital totaled $22 million, substantially all of which is held in cash and cash equivalents in the Condensed Consolidated Balance Sheets. The required minimum net capital is included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets.

Nordic and Baltic Exchange Regulatory Capital Requirements

The entities that operate trading venues in the Nordic and Baltic countries are each subject to local regulations and are required to maintain regulatory capital intended to ensure their general financial soundness and liquidity. As of June 30, 2022, our required regulatory capital of $35 million was primarily invested in European government debt securities, European mortgage bonds and Icelandic government bonds that are included in financial investments in the Condensed Consolidated Balance Sheets and cash, which is included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets.

Other Capital Requirements

We operate several other businesses, which are subject to local regulation and are required to maintain certain levels of regulatory capital. As of June 30, 2022, other required regulatory capital of $9 million was primarily related to Nasdaq Central Securities Depository and is included in restricted cash in the Condensed Consolidated Balance Sheets.

Equity and dividends

Share Repurchase Program

See “Share Repurchase Program,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program.

ASR Agreement

See “ASR Agreement,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our ASR agreement.

Cash Dividends on Common Stock

The following table presents our quarterly cash dividends paid per common share on our outstanding common stock:


	2022		2021
First quarter	$	0.54	$	0.49
Second quarter	0.60		0.54


Total	$	1.14	$	1.03

See “Cash Dividends on Common Stock,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of the dividends.

Debt Obligations

The following table summarizes our debt obligations by contractual maturity:


	Maturity Date	June 30, 2022		December 31, 2021
		(in millions)
Short-term debt:
Commercial paper		$	421	$	420
2022 Notes	December 2022	599		598
2024 Notes	June 2024	—		499
Total short-term debt		$	1,020	$	1,517
Long-term debt - senior unsecured notes:
2020 Credit Facility	December 2025	(3)		(4)
2026 Notes	June 2026	498		498
2029 Notes	March 2029	623		676
2030 Notes	February 2030	623		676
2031 Notes	January 2031	644		643
2033 Notes	July 2033	640		694
2040 Notes	December 2040	644		644
2050 Notes	April 2050	486		486
2052 Notes	March 2052	541		—
Total long-term debt		$	4,696	$	4,313
Total debt obligations		$	5,716	$	5,830

In the table above, the 2024 Notes were reclassified to short-term debt as of March 31, 2022, and were repaid in April 2022.

In addition to the 2020 Credit Facility, we also have other credit facilities primarily to support our Nasdaq Clearing operations in Europe, as well as to provide a cash pool credit line for one subsidiary. These credit facilities, which are available in multiple currencies, totaled $188 million as of June 30, 2022 and $212 million as of December 31, 2021 in available liquidity, none of which was utilized.

As of June 30, 2022, we were in compliance with the covenants of all of our debt obligations.

See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion of our debt obligations.

Contractual Obligations and Contingent Commitments

There were no significant changes to our contractual obligations and contingent commitments from those disclosed in “Part I. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report Form 10-K that was filed with the SEC February 23, 2022.

Off-Balance Sheet Arrangements

For discussion of off-balance sheet arrangements see:

Note 14, “Clearing Operations,” to the condensed consolidated financial statements for further discussion of our non-cash default fund contributions and margin deposits received for clearing operations; and
Note 17, “Commitments, Contingencies and Guarantees,” to the condensed consolidated financial statements for further discussion of:

◦Guarantees issued and credit facilities available;

◦Other guarantees;

◦Routing brokerage activities;

◦Legal and regulatory matters; and

◦Tax audits.

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