Item 1. Financial Statements

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Item 1. Financial Statements

Nasdaq, Inc.

Condensed Consolidated Balance Sheets

(in millions, except share and par value amounts)


	June 30, 2024		December 31, 2023
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	416	$	453
Restricted cash and cash equivalents	24		20
Default funds and margin deposits (including restricted cash and cash equivalents of $5,037 and $6,645, respectively)	5,546		7,275
Financial investments	174		188
Receivables, net	960		929
Other current assets	189		231
Total current assets	7,309		9,096
Property and equipment, net	556		576
Goodwill	13,984		14,112
Intangible assets, net	7,171		7,443
Operating lease assets	400		402
Other non-current assets	790		665
Total assets	$	30,210	$	32,294

Liabilities
Current liabilities:
Accounts payable and accrued expenses	$	301	$	332
Section 31 fees payable to SEC	213		84
Accrued personnel costs	213		303
Deferred revenue	736		594
Other current liabilities	234		146
Default funds and margin deposits	5,546		7,275
Short-term debt	548		291
Total current liabilities	7,791		9,025
Long-term debt	9,249		10,163
Deferred tax liabilities, net	1,632		1,642
Operating lease liabilities	409		417
Other non-current liabilities	221		220
Total liabilities	19,302		21,467

Commitments and contingencies

Equity
Nasdaq stockholders’ equity:
Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 599,826,741 at June 30, 2024 and 598,014,520 at December 31, 2023; shares outstanding: 576,063,740 at June 30, 2024 and 575,159,336 at December 31, 2023	6		6
Additional paid-in capital	5,528		5,496
Common stock in treasury, at cost: 23,763,001 shares at June 30, 2024 and 22,855,184 shares at December 31, 2023	(641)		(587)
Accumulated other comprehensive loss	(2,011)		(1,924)
Retained earnings	8,016		7,825
Total Nasdaq stockholders’ equity	10,898		10,816
Noncontrolling interests	10		11
Total equity	10,908		10,827
Total liabilities and equity	$	30,210	$	32,294

See accompanying notes to condensed consolidated financial statements.

Nasdaq, Inc.

Condensed Consolidated Statements of Income

(unaudited)

(in millions, except per share amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenues:
Capital Access Platforms	$	481	$	438	$	960	$	852
Financial Technology	420		235		813		463
Market Services	883		750		1,678		1,631
Other revenues	8		10		18		20
Total revenues	1,792		1,433		3,469		2,966
Transaction-based expenses:
Transaction rebates	(483)		(444)		(965)		(931)
Brokerage, clearance and exchange fees	(150)		(64)		(227)		(197)
Revenues less transaction-based expenses	1,159		925		2,277		1,838
Operating expenses:
Compensation and benefits	328		261		669		517
Professional and contract services	39		30		72		61
Technology and communication infrastructure	69		56		135		110
Occupancy	27		32		56		71
General, administrative and other	30		22		58		35
Marketing and advertising	12		9		23		19
Depreciation and amortization	153		65		308		134
Regulatory	18		9		28		17
Merger and strategic initiatives	4		45		13		47
Restructuring charges	56		14		82		33
Total operating expenses	736		543		1,444		1,044
Operating income	423		382		833		794
Interest income	6		8		12		15
Interest expense	(102)		(36)		(211)		(73)



Other income (loss)	12		(6)		13		(7)
Net income (loss) from unconsolidated investees	2		(11)		6		3
Income before income taxes	341		337		653		732
Income tax provision	119		70		198		165
Net income	222		267		455		567
Net loss attributable to noncontrolling interests	—		—		1		1
Net income attributable to Nasdaq	$	222	$	267	$	456	$	568
Per share information:
Basic earnings per share	$	0.39	$	0.54	$	0.79	$	1.16
Diluted earnings per share	$	0.38	$	0.54	$	0.79	$	1.15
Cash dividends declared per common share	$	0.24	$	0.22	$	0.46	$	0.42

See accompanying notes to condensed consolidated financial statements.

Nasdaq, Inc.

Condensed Consolidated Statements of Comprehensive Income

(unaudited)

(in millions)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net income	$	222	$	267	$	455	$	567
Other comprehensive income (loss):
Foreign currency translation gains (losses)	38		(116)		(79)		(138)
Income tax benefit (expense)(1)	(5)		3		(20)		10
Foreign currency translation, net	33		(113)		(99)		(128)

Employee benefit plan adjustment	—		—		19		—
Income tax expense	—		—		(5)		—
Employee benefit plan, net	—		—		14		—

Other	—		—		(2)		—

Total other comprehensive income (loss), net of tax	33		(113)		(87)		(128)
Comprehensive income	255		154		368		439
Comprehensive loss attributable to noncontrolling interests	—		—		1		1
Comprehensive income attributable to Nasdaq	$	255	$	154	$	369	$	440

____________

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

See accompanying notes to condensed consolidated financial statements.

Nasdaq, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(unaudited)

(in millions)


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
	Shares	$		Shares	$		Shares	$		Shares	$
Common stock	576	6		490	5		575	6		492	5




Additional paid-in capital
Beginning balance		5,526			1,312			5,496			1,445
Share repurchase program	(1)	(58)		—	—		(1)	(58)		(3)	(159)

Share-based compensation	1	39		2	34		3	69		3	60


Other issuances of common stock, net	—	21		—	17		—	21		—	17
Ending balance		5,528			1,363			5,528			1,363

Common stock in treasury, at cost
Beginning balance		(611)			(555)			(587)			(515)
Other employee stock activity	—	(30)		(1)	(28)		(1)	(54)		(1)	(68)
Ending balance		(641)			(583)			(641)			(583)

Accumulated other comprehensive loss
Beginning balance		(2,044)			(2,006)			(1,924)			(1,991)
Other comprehensive income (loss)		33			(113)			(87)			(128)
Ending balance		(2,011)			(2,119)			(2,011)			(2,119)

Retained earnings
Beginning balance		7,932			7,411			7,825			7,207
Net income attributable to Nasdaq		222			267			456			568
Cash dividends declared and paid		(138)			(109)			(265)			(206)
Ending balance		8,016			7,569			8,016			7,569

Total Nasdaq stockholders’ equity		10,898			6,235			10,898			6,235

Noncontrolling interests
Beginning balance		10			12			11			13
Net activity related to noncontrolling interests		—			—			(1)			(1)
Ending balance		10			12			10			12

Total Equity	576	$	10,908	491	$	6,247	576	$	10,908	491	$	6,247

See accompanying notes to condensed consolidated financial statements.

Nasdaq, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in millions)


	Six Months Ended June 30,
	2024		2023

Cash flows from operating activities:
Net income	$	455	$	567
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	308		134
Share-based compensation	69		60
Deferred income taxes	(40)		30

Extinguishment of debt and bridge fees	—		25


Non-cash restructuring charges	28		12

Net income from unconsolidated investees	(6)		(3)
Operating lease asset impairments	—		13
Other reconciling items included in net income	16		21
Net change in operating assets and liabilities:
Receivables, net	(56)		72
Other assets	2		10
Accounts payable and accrued expenses	(41)		14
Section 31 fees payable to SEC	130		(60)
Accrued personnel costs	(86)		(85)
Deferred revenue	144		189
Other liabilities	67		(20)

Net cash provided by operating activities	990		979
Cash flows from investing activities:
Purchases of securities	(114)		(411)
Proceeds from sales and redemptions of securities	119		296




Purchases of property and equipment	(91)		(79)
Investments related to default funds and margin deposits, net(1)	86		(103)
Other investing activities	(18)		5
Net cash used in investing activities	(18)		(292)
Cash flows from financing activities:
Repayments of commercial paper, net	(241)		(524)

Repayments of term loan	(340)		—
Payment of debt extinguishment cost and bridge fees	—		(25)

Proceeds from issuances of debt, net of issuance costs	—		5,016
Repurchases of common stock	(58)		(159)

Dividends paid	(265)		(206)
Proceeds received from employee stock activity and other issuances	21		18
Payments related to employee shares withheld for taxes	(54)		(68)
Default funds and margin deposits	(1,396)		364

Net cash provided by (used in) financing activities	(2,333)		4,416
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents	(280)		(230)
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents	(1,641)		4,873
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period	7,118		6,994
Cash and cash equivalents, restricted cash and cash equivalents at end of period	$	5,477	$	11,867
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents
Cash and cash equivalents	$	416	$	5,347
Restricted cash and cash equivalents	24		23
Restricted cash and cash equivalents (default funds and margin deposits)	5,037		6,497
Total	$	5,477	$	11,867
Supplemental Disclosure Cash Flow Information

Interest paid	$	226	$	67
Income taxes paid, net of refund	$	102	$	136

__________________________

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

See accompanying notes to condensed consolidated financial statements.

Nasdaq, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. ORGANIZATION AND NATURE OF OPERATIONS

Nasdaq is a global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence.

In the fourth quarter of 2023, following the completion of the Adenza acquisition, including its two flagship solutions, AxiomSL and Calypso, we aligned our business more closely with the foundational shifts that are driving the evolution of the global financial system. We now manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services. The divisional structure, which was implemented during the fourth quarter of 2023, is as follows:

Capital Access Platforms

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

Our Data business distributes historical and real-time market data to sell-side customers, 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 the transparency of market activity within our exchanges and provide critical information to professional and non-professional investors globally.

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

As of June 30, 2024, a total of 5,202 companies listed securities on our U.S., Nasdaq Nordic, Nasdaq Baltic and Nasdaq First North exchanges. As of June 30, 2024, there were 4,004 total listings on The Nasdaq Stock Market, including 645 ETPs. The combined market capitalization in the U.S. was approximately $31.8 trillion. In Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 1,198 listed companies with a combined market capitalization of approximately $2.2 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 June 30, 2024, 372 ETPs listed on 27 exchanges in over 20 countries tracked a Nasdaq index and accounted for $569 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 serves both public and private companies and organizations through our Investor Relations Intelligence, ESG Solutions and Governance Solutions products. 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

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

Financial Crime Management Technology includes our Verafin solution, a cloud-based platform to help financial institutions detect, investigate, and report money laundering and financial fraud.

Regulatory Technology comprises our surveillance and AxiomSL solutions. Our surveillance solutions are designed for banks, brokers and other market participants to assist them in complying with market abuse and integrity rules and regulations. In addition, we provide regulators and exchanges with a platform 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 provide 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. 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 19 exchanges 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 Nordic power trading and clearing business, which agreement was subsequently terminated in June 2024. Revenues from this business continue to be reflected in Other Revenues in the Condensed 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 Condensed Consolidated Statements of Income for all periods, and in our Corporate segment for our segment disclosures.

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

2. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

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

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

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

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

Accounting Estimates

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

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.

Subsequent Events

We have evaluated subsequent events through the issuance date of this Quarterly Report on Form 10-Q. See Note 4, “Acquisition,” for further discussion.

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

The following tables summarize the disaggregation of revenue by major product and service and by segment for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended June 30,
	2024		2023
	(in millions)
Capital Access Platforms
Data & Listing Services	$	187	$	187
Index	167		129
Workflow & Insights	127		122
Financial Technology
Financial Crime Management Technology	67		54
Regulatory Technology	95		35
Capital Markets Technology	258		146
Market Services, net	250		242
Other revenues	8		10
Revenues less transaction-based expenses	$	1,159	$	925

	Six Months Ended June 30,
	2024		2023
	(in millions)
Capital Access Platforms
Data & Listing Services	$	372	$	371
Index	336		239
Workflow & Insights	252		242
Financial Technology
Financial Crime Management Technology	131		106
Regulatory Technology	186		67
Capital Markets Technology	496		290
Market Services, net	486		503
Other revenues	18		20
Revenues less transaction-based expenses	$	2,277	$	1,838

Substantially all revenues from the Capital Access Platforms segment were recognized over time for the three and six months ended June 30, 2024 and 2023. For the three and six months ended June 30, 2024, 15.8% and 13.8%, respectively, of Regulatory Technology revenues related to AxiomSL were recognized at a point in time, and for the three and six months ended June 30, 2024, 14.7% and 13.1%, respectively, of Capital Markets Technology revenues related to Calypso were recognized at a point in time. The remaining Financial Technology revenues were recognized over time. For the three and six months ended June 30, 2024 and 2023 approximately 95.9%, and 92.9%, respectively, of Market Services revenues were recognized at a point in time and 4.1%, and 7.1%, respectively, were recognized over time.

Contract Balances

Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our Condensed Consolidated Balance Sheets as receivables, which are net of allowance for doubtful accounts of $16 million as of June 30, 2024 and $18 million as of December 31, 2023. There were no material upward or downward adjustments to the allowance during the six months ended June 30, 2024. We do not have obligations for warranties, returns or refunds to customers.

Deferred revenue is the only significant contract asset or liability as of June 30, 2024. Deferred revenue represents consideration received that is yet to be recognized as revenue for unsatisfied performance obligations. See Note 7, “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, and therefore not included below. 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 June 30, 2024:


	Financial Crime Management Technology		Regulatory Technology		Capital Markets Technology		Workflow & Insights		Total
	(in millions)
Remainder of 2024	$	110	$	140	$	178	$	89	$	517
2025	240		256		278		135		909
2026	181		98		216		72		567
2027	91		57		151		31		330
2028	27		39		98		14		178
2029+	9		13		204		2		228
Total	$	658	$	603	$	1,125	$	343	$	2,729

4. ACQUISITION

In June 2023, we entered into a definitive agreement to acquire 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 approximately $5.0 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 8, “Debt Obligations,” for further discussion.

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


	(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 11, “Nasdaq Stockholders’ Equity.” Adenza is part of our Financial Technology segment.

On July 26, 2024, Nasdaq announced a secondary public offering of 41.6 million shares of our common stock held by Thoma Bravo, which was offered to the public at $65.30 per share. In addition, on July 25, 2024, Nasdaq entered into a share repurchase agreement with Thoma Bravo to repurchase 1.2 million shares of our common stock, subject to the completion of the secondary public offering. These transactions were completed on July 30, 2024. Nasdaq used cash on hand and borrowings under our commercial paper program to fund the share repurchase amount of $77 million. At the completion of these transactions, Thoma Bravo held 42.8 million shares of Nasdaq common stock, representing approximately 7.4%.

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. These amounts are subject to revision during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date.

Adjustments to the provisional values, which may include tax and other estimates, during the measurement period will be recorded in the reporting period in which the adjustment amounts are determined. Changes to amounts recorded as assets and liabilities may result in a corresponding adjustment to goodwill.

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

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, which 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.

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 relief-from-royalty method 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.”

5. GOODWILL AND ACQUIRED INTANGIBLE ASSETS

Goodwill

The following table presents the changes in goodwill by business segment during the six months ended June 30, 2024:


	(in millions)
Capital Access Platforms
Balance at December 31, 2023	$	4,214



Foreign currency translation adjustments	(47)
Balance at June 30, 2024	$	4,167
Financial Technology
Balance at December 31, 2023	$	7,873



Foreign currency translation adjustments	(16)
Balance at June 30, 2024	$	7,857







Market Services
Balance at December 31, 2023	$	2,025



Foreign currency translation adjustments	(65)
Balance at June 30, 2024	$	1,960

Total
Balance at December 31, 2023	$	14,112



Foreign currency translation adjustments	(128)
Balance at June 30, 2024	$	13,984

Goodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We test goodwill for impairment at the reporting unit level annually, or in interim periods if certain events occur indicating that the carrying amount may be impaired, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. There was no impairment of goodwill for the three and six months ended June 30, 2024 and 2023; 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:


	June 30, 2024		December 31, 2023
Finite-Lived Intangible Assets	(in millions)
Gross Amount
Technology	$	1,235	$	1,254
Customer relationships	5,722		5,743
Trade names and other	417		417
Foreign currency translation adjustment	(216)		(194)
Total gross amount	$	7,158	$	7,220
Accumulated Amortization
Technology	$	(249)	$	(169)
Customer relationships	(1,029)		(912)
Trade names and other	(32)		(21)
Foreign currency translation adjustment	136		120
Total accumulated amortization	$	(1,174)	$	(982)
Net Amount
Technology	$	986	$	1,085
Customer relationships	4,693		4,831
Trade names and other	385		396
Foreign currency translation adjustment	(80)		(74)
Total finite-lived intangible assets	$	5,984	$	6,238

Indefinite-Lived Intangible Assets
Exchange and clearing registrations	$	1,257	$	1,257
Trade names	121		121
Licenses	52		52
Foreign currency translation adjustment	(243)		(225)
Total indefinite-lived intangible assets	$	1,187	$	1,205
Total intangible assets, net	$	7,171	$	7,443

There was no impairment of intangible assets for the three and six months ended June 30, 2024 and 2023.

The following tables present our amortization expense for acquired finite-lived intangible assets:


	Three Months Ended June 30,
	2024		2023
	(in millions)
Amortization expense	$	122	$	37

	Six Months Ended June 30,
	2024		2023
	(in millions)
Amortization expense	$	244	$	75

The table below presents the estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $80 million as of June 30, 2024) of acquired finite-lived intangible assets as of June 30, 2024:


	(in millions)
Remainder of 2024	$	247
2025	499
2026	494
2027	494
2028	460
2029+	3,870
Total	$	6,064

6. INVESTMENTS

The following table presents the details of our investments:


	June 30, 2024		December 31, 2023
	(in millions)
Financial investments	$	174	$	188



Equity method investments	407		380
Equity securities	109		87

Financial Investments

Financial investments are comprised of trading securities, primarily highly rated European government debt securities, of which $167 million as of June 30, 2024 and $168 million as of December 31, 2023 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing.

Equity Method Investments

We record our estimated pro-rata share of earnings or losses each reporting period and record any dividends as a reduction in the investment balance. As of June 30, 2024 and 2023, our equity method investments primarily included our 40.0% equity interest in OCC.

The carrying amounts of our equity method investments are included in other non-current assets in the Condensed Consolidated Balance Sheets. No impairments were recorded for the three and six months ended June 30, 2024 and 2023.

Net income (loss) recognized from our equity interest in the earnings and losses of these equity method investments, was $2 million and $(11) million for the three months ended June 30, 2024 and 2023, respectively, and $6 million and $3 million for the six months ended June 30, 2024 and 2023, respectively.

Equity Securities

The carrying amounts of our equity securities are included in other non-current assets in the Condensed Consolidated Balance Sheets. We elected the measurement alternative for substantially all of our equity securities as they do not have a readily determinable fair value. No material adjustments were made to the carrying value of our equity securities for the three and six months ended June 30, 2024 and 2023. As of June 30, 2024 and December 31, 2023, our equity securities primarily represent various strategic minority investments made through our corporate venture program.

7. DEFERRED REVENUE

Deferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the six months ended June 30, 2024 are reflected in the following table:


	Balance at December 31, 2023		Additions		Revenue Recognized		Foreign Currency Translation Adjustments		Balance at June 30, 2024
	(in millions)
Capital Access Platforms:
Initial Listings	$	97	$	15	$	(21)	$	(1)	$	90
Annual Listings	3		176		(1)		(1)		177
Workflow & Insights	180		136		(124)		—		192
Financial Technology:
Financial Crime Management Technology	123		98		(83)		(4)		134
Regulatory Technology	68		36		(41)		(1)		62
Capital Markets Technology	183		55		(105)		(1)		132
Other	21		13		(6)		(1)		27
Total	$	675	$	529	$	(381)	$	(9)	$	814

In the above table:

Additions reflect deferred revenue billed in the current period, net of recognition.
Revenue recognized includes revenue recognized during the current period that was included in the beginning balance.
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 June 30, 2024, 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	$	18	$	29	$	24	$	12	$	5	$	2	$	90
Annual Listings	177		—		—		—		—		—		177
Workflow & Insights	143		49		—		—		—		—		192
Financial Technology:
Financial Crime Management Technology	98		36		—		—		—		—		134
Regulatory Technology	44		18		—		—		—		—		62
Capital Markets Technology	110		17		2		2		1		—		132
Other	13		7		4		3		—		—		27
Total	$	603	$	156	$	30	$	17	$	6	$	2	$	814

In the above table, 2024 represents the remaining six months of 2024.

Deferred revenue that will be recognized beyond June 30, 2025 is included in other non-current liabilities in the Condensed 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.

8. DEBT OBLIGATIONS

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


	June 30, 2024		December 31, 2023
Short-term debt:	(in millions)
Commercial paper	$	50	$	291
2025 Notes, $500 million, 5.650% notes due June 28, 2025	498		497
Total short-term debt	$	548	$	788
Long-term debt - senior unsecured notes:
2026 Notes, $500 million, 3.850% notes due June 30, 2026	499		499
2028 Notes, $1 billion, 5.350% notes due June 28, 2028	993		991
2029 Notes, €600 million, 1.75% notes due March 28, 2029	639		658
2030 Notes, €600 million, 0.875% notes due February 13, 2030	639		658
2031 Notes, $650 million, 1.650% notes due January 15, 2031	645		645
2032 Notes, €750 million, 4.500% notes due February 15, 2032	795		819
2033 Notes, €615 million, 0.900% notes due July 30, 2033	655		674
2034 Notes $1.25 billion, 5.550% notes due February 15, 2034	1,240		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		487
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		738
2063 Notes, $750 million, 6.100% notes due June 28, 2063	738		738
2023 Term Loan	—		339
2022 Revolving Credit Facility	(4)		(4)
Total long-term debt	$	9,249	$	9,666
Total debt obligations	$	9,797	$	10,454

In the table above, the 2025 Notes were reclassified to short-term debt as of June 30, 2024, including the balance as of December 31, 2023, for presentation purposes.

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.

Senior Unsecured Notes

Our 2040 Notes were issued at par. All of our other outstanding senior unsecured notes were issued at a discount. As a result of the discount, the proceeds received from each issuance were less than the aggregate principal amount. As of June 30, 2024, 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 $6 million for the six months ended June 30, 2024. Our Euro denominated notes are adjusted for the impact of foreign currency translation. Our senior unsecured notes are general unsecured obligations which rank equally with all of our existing and future unsubordinated obligations and are not guaranteed by any of our subsidiaries. The senior unsecured notes were issued under indentures that, among other things, limit our ability to consolidate, merge or sell all or substantially all of our assets, create liens, and enter into sale and leaseback transactions. The senior unsecured notes may be redeemed by Nasdaq at any time, subject to a make-whole amount.

Upon a change of control triggering event (as defined in the various supplemental indentures governing the applicable notes), the terms require us to repurchase all or part of each holder’s notes for cash equal to 101% of the aggregate principal amount purchased plus accrued and unpaid interest, if any.

The 2029 Notes, 2030 Notes, 2032 Notes and 2033 Notes pay interest annually. All other notes pay interest semi-annually. The U.S senior unsecured notes coupon rates may vary with Nasdaq’s debt rating, to the extent Nasdaq is downgraded below investment grade, up to an upward rate adjustment not to exceed 2%.

Net Investment Hedge

Our Euro denominated notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Accordingly, the remeasurement of these notes is recorded in accumulated other comprehensive loss within Nasdaq’s stockholders’ equity in the Condensed Consolidated Balance Sheets. For the six months ended June 30, 2024, the impact of translation decreased the U.S. dollar value of our Euro denominated notes by $83 million.

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. 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 Note 4, “Acquisition.”

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. 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. As of June 30, 2024 the term loan is fully repaid.

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 June 30, 2024, 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 three and six months ended June 30, 2024 and 2023.

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. These credit facilities, in aggregate, totaled $181 million as of June 30, 2024 and $191 million as of December 31, 2023 in available liquidity, none of which was utilized. Generally, these facilities each have a one-year term. The amounts borrowed under these various credit facilities bear interest on the principal amount outstanding at a variable interest rate based on a base rate (as defined in the applicable credit agreement), plus an applicable margin. We are charged commitment fees (as defined in the applicable credit agreement), whether or not amounts have been borrowed. These commitment fees are included in interest expense and were not material for the three and six months ended June 30, 2024 and 2023.

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

Debt Covenants

As of June 30, 2024, we were in compliance with the covenants of all of our debt obligations.

9. RETIREMENT PLANS

Defined Contribution Savings Plan

We sponsor a 401(k) plan, which is a voluntary defined contribution savings plan, for U.S. employees. Employees are immediately eligible to make contributions to the plan and are also eligible for an employer contribution match at an amount equal to 100.0% of the first 6.0% of eligible employee contributions. The following table presents the savings plan expense for the three and six months ended June 30, 2024 and 2023, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(in millions)
Savings Plan expense	$	5	$	5	$	10	$	10

Pension and Supplemental Executive Retirement Plans

Prior to 2024, we maintained non-contributory, defined-benefit pension plan, non-qualified SERPs for certain senior executives and other post-retirement benefit plans for eligible employees in the U.S. 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 took steps to wind down the plan and transfer the resulting liability to an insurance company which started in 2023 and was completed in 2024. These steps included 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 pre-tax charge of $9 million was recorded to compensation and benefits expense in 2023. We finalized the transfer of any remaining benefits during the first quarter of 2024 and recorded an additional settlement pre-tax charge of $23 million to compensation and benefits expense in the Condensed Consolidated Statements of Income. This was offset by a $19 million adjustment to Other Comprehensive Income and a $4 million cash settlement.

The total expense for these plans is included in compensation and benefits expense in the Condensed Consolidated Statements of Income:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(in millions)
Retirement Plans expense	$	8	$	7	$	38	$	13

Nonqualified Deferred Compensation Plan

We sponsor a nonqualified plan, the Nasdaq, Inc. 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 three and six months ended June 30, 2024 and 2023.

10. SHARE-BASED COMPENSATION

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

Summary of Share-Based Compensation Expense

The following table presents the total share-based compensation expense resulting from equity awards and the 15.0% discount for the ESPP for the three and six months ended June 30, 2024 and 2023, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(in millions)
Share-based compensation expense before income taxes	$	39	$	34	$	69	$	60

Common Shares Available Under Our Equity Plan

As of June 30, 2024, we had approximately 22.7 million shares of common stock authorized for future issuance under our Equity Plan.

Restricted Stock

We grant restricted stock to most employees. The grant date fair value of restricted stock awards is based on the closing stock price at the date of grant less the present value of future cash dividends. Restricted stock awards granted to employees below the manager level generally vest 33% on the first anniversary of the grant date, 33% on the second anniversary of the grant date, and the remainder on the third anniversary of the grant date. Restricted stock awards granted to employees at or above the manager level generally vest 33% on the second anniversary of the grant date, 33% on the third anniversary of the grant date, and the remainder on the fourth anniversary of the grant date.

Summary of Restricted Stock Activity

The following table summarizes our restricted stock activity for the six months ended June 30, 2024:


	Restricted Stock
	Number of Awards	Weighted-Average Grant Date Fair Value








Unvested at December 31, 2023	4,209,299	$	51.15
Granted	1,798,206	56.96
Vested	(1,395,439)	44.31
Forfeited	(139,114)	54.85
Unvested at June 30, 2024	4,472,952	$	55.51

As of June 30, 2024, $164 million of total unrecognized compensation cost related to restricted stock is expected to be recognized over a weighted-average period of 2.5 years.

PSUs

We grant three-year PSUs to certain eligible employees. PSUs are based on performance measures that impact the amount of shares that each PSU eligible individual receives, 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. Beginning in 2024, we replaced 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. 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.

In 2024, we also granted PSUs with a two-year performance period to certain eligible executives at the senior vice president level and above. These PSUs are based on performance measures relating to the implementation of certain integration actions in connection with the Adenza acquisition. Achievement of the targets impacts the amount of shares that each PSU eligible individual receives. The PSUs have a two-year performance period and will vest one year after the end of the performance period, and settle in shares of our common stock. The award issuance under this program will be between 0.0% and 200.0% of the number of PSUs granted.

Grants of PSUs that were issued in 2021 with a three-year performance period exceeded the applicable performance metrics. 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 six months ended June 30, 2024 and 2023:


Grant date	April 1, 2024			April 3, 2023
Weighted-average risk-free interest rate	4.51		%	3.75		%
Expected volatility	24.50		%	23.88		%
Weighted-average grant date share price	$	62.29		$	54.40
Weighted-average fair value at grant date	$	78.45		$	52.56

Summary of PSU Activity

The following table summarizes our PSU activity for the six months ended June 30, 2024:


		PSUs
	Three-Year Program
			Number of Awards	Weighted-Average Grant Date Fair Value








Unvested at December 31, 2023			2,008,322	$	62.86
Granted			1,270,334	73.76
Vested			(961,331)	73.14
Forfeited			(88,632)	61.76
Unvested at June 30, 2024			2,228,693	$	64.68

In the table above, in addition to the annual employee grant described above, the granted amount also includes additional awards granted based on overachievement of performance metrics.

As of June 30, 2024, the total unrecognized compensation cost related to the PSU program is $89 million and is expected to be recognized over a weighted-average period of 1.7 years.

Stock Options

There were no stock option awards granted for the six months ended June 30, 2024. There were no stock options exercised for the six months ended June 30, 2024 and 2023.

A summary of our outstanding and exercisable stock options at June 30, 2024 is as follows:


	Number of Stock Options	Weighted-Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in millions)













Outstanding at June 30, 2024	1,420,323	$	41.79	4.7	$	31
Exercisable at June 30, 2024	806,451	$	22.23	2.5	$	31

As of June 30, 2024, the aggregate pre-tax intrinsic value of the outstanding and exercisable stock options in the above table was $31 million and represents the difference between our closing stock price on June 30, 2024 of $60.26 and the exercise price, times the number of shares that would have been received by the option holder had the option holder exercised the stock options on that date. This amount can change based on the fair market value of our common stock. As of June 30, 2024 and 2023, 0.8 million outstanding stock options were exercisable and the exercise price was $22.23.

ESPP

We have an ESPP under which approximately 11.0 million shares of our common stock were available for future issuance as of June 30, 2024. Under our ESPP, employees may purchase shares having a value not exceeding 10.0% of their annual compensation, subject to applicable annual Internal Revenue Service limitations. We record compensation expense related to the 15.0% discount that is given to our employees.

11. NASDAQ STOCKHOLDERS’ EQUITY

Common Stock

As of June 30, 2024, 900,000,000 shares of our common stock were authorized, 599,826,741 shares were issued and 576,063,740 shares were outstanding. 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. 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.

Common Stock in Treasury, at Cost

We account for the purchase of treasury stock under the cost method with the shares of stock repurchased reflected as a reduction to Nasdaq stockholders’ equity and included in common stock in treasury, at cost in the Condensed Consolidated Balance Sheets. Shares repurchased under our share repurchase program are currently retired and canceled and are therefore not included in the common stock in treasury balance. If treasury shares are reissued, they are recorded at the average cost of the treasury shares acquired. We held 23,763,001 shares of common stock in treasury as of June 30, 2024 and 22,855,184 shares as of December 31, 2023, most of which are related to shares of our common stock withheld for the settlement of employee tax withholding obligations arising from the vesting of restricted stock and PSUs.

Share Repurchase Program

As of June 30, 2024, the remaining aggregate authorized amount under the existing share repurchase program was $1.8 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 six months ended June 30, 2024:


	Six Months Ended June 30, 2024

Number of shares of common stock repurchased	975,102
Average price paid per share	$	59.08
Total purchase price (in millions)	$	58

In the table above, the number of shares of common stock repurchased excludes an aggregate of 907,817 shares withheld to satisfy tax obligations of the grantee upon the vesting of restricted stock and PSUs, and these repurchases are excluded from our repurchase program.

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 June 30, 2024 and December 31, 2023, no shares of preferred stock were issued or outstanding.

Cash Dividends on Common Stock

During the first six months of 2024, 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 29, 2024	$	0.22	March 14, 2024	$	127	March 28, 2024
April 24, 2024	0.24		June 14, 2024	138		June 28, 2024


				$	265

The total amount paid of $265 million was recorded in retained earnings within Nasdaq’s stockholders’ equity in the Condensed Consolidated Balance Sheets at June 30, 2024.

In July 2024, the board of directors approved a regular quarterly cash dividend of $0.24 per share on our outstanding common stock. The dividend is payable on September 27, 2024 to shareholders of record at the close of business on September 13, 2024. The estimated aggregate payment of this dividend is $138 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.

12. EARNINGS PER SHARE

The following tables set forth the computation of basic and diluted earnings per share:


	Three Months Ended June 30,
	2024		2023
Numerator:	(in millions, except share and per share amounts)
Net income attributable to common shareholders	$	222	$	267
Denominator:
Weighted-average common shares outstanding for basic earnings per share	576,375,433		490,778,304

Weighted-average effect of dilutive securities - Employee equity awards	2,575,343		2,852,781

Weighted-average common shares outstanding for diluted earnings per share	578,950,776		493,631,085
Basic and diluted earnings per share:
Basic earnings per share	$	0.39	$	0.54
Diluted earnings per share	$	0.38	$	0.54

	Six Months Ended June 30,
	2024		2023
Numerator:	(in millions, except share and per share amounts)
Net income attributable to common shareholders	$	456	$	568
Denominator:
Weighted-average common shares outstanding for basic earnings per share	575,913,549		490,357,081

Weighted-average effect of dilutive securities - Employee equity awards	3,027,384		3,845,307

Weighted-average common shares outstanding for diluted earnings per share	578,940,933		494,202,388
Basic and diluted earnings per share:
Basic earnings per share	$	0.79	$	1.16
Diluted earnings per share	$	0.79	$	1.15

In the preceding table, 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 three and six months ended June 30, 2024 and 2023.

13. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following tables present our financial assets and financial liabilities that were measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023.


	June 30, 2024
	Total		Level 1		Level 2		Level 3
	(in millions)

European government debt securities	$	168	$	168	$	—	$	—

Swedish mortgage bonds	6		—		6		—



Total assets at fair value	$	174	$	168	$	6	$	—

	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	7		—		7		—


Total assets at fair value	$	188	$	170	$	18	$	—

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.

We also consider our debt obligations to be financial instruments. As of June 30, 2024, 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. The fair value of our remaining debt obligations utilizing discounted cash flow analyses for our floating rate debt, and prevailing market rates for our fixed rate debt was $9.0 billion as of June 30, 2024 and $10.0 billion as of December 31, 2023. 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 8, “Debt Obligations.”

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

Our non-financial assets, which include goodwill, intangible assets, and other long-lived assets, are not required to be carried at fair value on a recurring basis. Fair value measures of non-financial assets are primarily used in the impairment analysis of these assets. Any resulting asset impairment would require that the non-financial asset be recorded at its fair value. Nasdaq uses Level 3 inputs to measure the fair value of the above assets on a non-recurring basis. As of June 30, 2024 and December 31, 2023, there were no non-financial assets measured at fair value on a non-recurring basis.

14. CLEARING OPERATIONS

Nasdaq Clearing

Nasdaq Clearing is authorized and supervised under EMIR as a multi-asset clearinghouse by the SFSA. Such authorization is effective for all member states of the European Union and certain other non-member states that are part of the European Economic Area, including Norway. The clearinghouse acts as the CCP for exchange and OTC trades in equity derivatives, fixed income derivatives, resale and repurchase contracts, power derivatives, emission allowance derivatives, and seafood derivatives. In June 2023, we entered into an agreement to sell our Nordic power trading and clearing business, which agreement was subsequently terminated in June 2024.

Through our clearing operations in the financial markets, which include the resale and repurchase market, the commodities markets, and the seafood market, Nasdaq Clearing is the legal counterparty for, and guarantees the fulfillment of, each contract cleared. These contracts are not used by Nasdaq Clearing for the purpose of trading on its own behalf. As the legal counterparty of each transaction, Nasdaq Clearing bears the counterparty risk between the purchaser and seller in the contract. In its guarantor role, Nasdaq Clearing has precisely equal and offsetting claims to and from clearing members on opposite sides of each contract, standing as the CCP on every contract cleared. In accordance with the rules and regulations of Nasdaq Clearing, default fund and margin collateral requirements are calculated for each clearing member’s positions in accounts with the CCP. See “Default Fund Contributions and Margin Deposits” below for further discussion of Nasdaq Clearing’s default fund and margin requirements.

Nasdaq Clearing maintains three member sponsored default funds: one related to financial markets, one related to commodities markets and one related to the seafood market. Under this structure, Nasdaq Clearing and its clearing members must contribute to the total regulatory capital related to the clearing operations of Nasdaq Clearing. This structure applies an initial separation of default fund contributions for the financial, commodities and seafood markets in order to create a buffer for each market’s counterparty risks. See “Default Fund Contributions” below for further discussion of Nasdaq Clearing’s default fund. A power of assessment and a liability waterfall have also been implemented to further align risk between Nasdaq Clearing and its clearing members. See “Power of Assessment” and “Liability Waterfall” below for further discussion.

Default Fund Contributions and Margin Deposits

As of June 30, 2024, clearing member default fund contributions and margin deposits were as follows:


	June 30, 2024
	Cash Contributions		Non-Cash Contributions		Total Contributions
	(in millions)
Default fund contributions	$	993	$	124	$	1,117
Margin deposits	4,553		5,904		10,457
Total	$	5,546	$	6,028	$	11,574

Of the total default fund contributions of $1,117 million, Nasdaq Clearing can utilize $1,009 million as capital resources in the event of a counterparty default. The remaining balance of $108 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.

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 1 to 8 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 $5,546 million as of June 30, 2024 and $7,275 million as of December 31, 2023, in accordance with its investment policy as follows:


	June 30, 2024		December 31, 2023
	(in millions)
Demand deposits	$	3,943	$	5,344
Central bank certificates	1,094		1,301
Restricted cash and cash equivalents	$	5,037	$	6,645
European government debt securities	124		306
Reverse repurchase agreements	230		209

Multilateral development bank debt securities	155		115
Investments	$	509	$	630
Total	$	5,546	$	7,275

In the table above, the change from December 31, 2023 to June 30, 2024 includes currency translation adjustments, driven by the strengthening of the U.S. Dollar against the Swedish Krona and the Euro, of $298 million for restricted cash and cash equivalents and $35 million for investments.

For the six months ended June 30, 2024 and 2023, investments related to default funds and margin deposits, net includes purchases of investment securities of $22,446 million and $19,956 million respectively, and proceeds from sales and redemptions of investment securities of $22,532 million, and $19,853 million respectively.

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

Default Fund Contributions

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

In addition to clearing members’ required contributions to the liability waterfall, Nasdaq Clearing is also required to contribute capital to the liability waterfall and overall regulatory capital as specified under its clearinghouse rules. As of June 30, 2024, Nasdaq Clearing committed capital totaling $122 million to the liability waterfall and overall regulatory capital, in the form of government debt securities, which are recorded as financial investments in the Condensed Consolidated Balance Sheets. The combined regulatory capital of the clearing members and Nasdaq Clearing is intended to secure the obligations of a clearing member exceeding such member’s own margin and default fund deposits and may be used to cover losses sustained by a clearing member in the event of a default.

Margin Deposits

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

Similar to default fund contributions, Nasdaq Clearing maintains and manages all cash deposits related to margin collateral. All risks and rewards of collateral ownership, including interest, belong to Nasdaq Clearing and are recorded in revenues. These cash deposits are recorded in default funds and margin deposits in the Condensed Consolidated Balance Sheets as both a current asset and a current liability. Pledged margin collateral is not recorded in our Condensed Consolidated Balance Sheets as all risks and rewards of collateral ownership, including interest, belong to the counterparty.

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 June 30, 2024.

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 $40 million as of June 30, 2024;
a loss-sharing pool related only to the financial market that is contributed to by clearing members and only applies if the defaulting member’s portfolio includes interest rate swap products;
specific market default fund where the loss occurred (i.e., the financial, commodities, or seafood market), which includes capital contributions of the clearing members on a pro-rata basis; and
fully segregated senior capital for each specific market contributed by Nasdaq Clearing, calculated in accordance with clearinghouse rules, which totaled $17 million as of June 30, 2024.

If additional funds are needed after utilization of the liability waterfall, or if part of the waterfall has been utilized and needs to be replenished, then Nasdaq Clearing will utilize its power of assessment and additional capital contributions will be required by non-defaulting members up to the limits established under the terms of the clearinghouse rules.

In addition to the capital held to withstand counterparty defaults described above, Nasdaq Clearing also has committed capital of $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:


	June 30, 2024
	(in millions)
Commodity and seafood options, futures and forwards	$	44
Fixed-income options and futures	875
Stock options and futures	151
Index options and futures	48
Total	$	1,118

In the table above:

We determined the fair value of our option contracts using standard valuation models that were based on market-based observable inputs including implied volatility, interest rates and the spot price of the underlying instrument.
We determined the fair value of our futures contracts based upon quoted market prices and average quoted market yields.
We determined the fair value of our forward contracts using standard valuation models that were based on market-based observable inputs including benchmark rates and the spot price of the underlying instrument.

Derivative Contracts Cleared

The following table presents the total number of derivative contracts cleared through Nasdaq Clearing for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30,
	2024	2023
Commodity and seafood options, futures and forwards	114,432	111,406
Fixed-income options and futures	9,699,691	9,765,001
Stock options and futures	11,827,220	10,695,634
Index options and futures	18,480,430	21,203,826
Total	40,121,773	41,775,867

In the table above, the total volume in cleared power related to commodity contracts was 122 Terawatt hours (TWh) and 162 TWh for the six months ended June 30, 2024 and 2023, respectively.

Resale and Repurchase Agreements Contracts Outstanding and Cleared

The outstanding contract value of resale and repurchase agreements was $3.4 billion and $2.4 billion as of June 30, 2024 and 2023, respectively. The total number of resale and repurchase agreements contracts cleared was 2,431,690 and 2,418,638 for the six months ended June 30, 2024 and 2023, respectively.

15. LEASES

We have operating leases, which are primarily real estate leases, predominantly for our U.S. and European headquarters, data centers and for general office space. The following table provides supplemental balance sheet information related to Nasdaq’s operating leases:


Leases	Balance Sheet Classification	June 30, 2024		December 31, 2023
		(in millions)
Assets:
Operating lease assets	Operating lease assets	$	400	$	402

Liabilities:
Current lease liabilities	Other current liabilities	$	63	$	62
Non-current lease liabilities	Operating lease liabilities	409		417
Total lease liabilities		$	472	$	479

The following table summarizes Nasdaq’s lease cost:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(in millions)
Operating lease cost	$	19	$	22	$	40	$	50
Variable lease cost	9		11		18		23
Sublease income	(1)		(1)		(2)		(2)
Total lease cost	$	27	$	32	$	56	$	71

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 six months ended June 30, 2023, we recorded impairment charges of $23 million, of which $13 million related to operating lease asset impairment and is included in operating lease cost in the table above, $5 million related to exit costs and is included in variable lease cost in the table above and $5 million related to impairment of leasehold improvements, which are recorded in depreciation and amortization expense in the Condensed Consolidated Statements of Income. We fully impaired our lease assets for locations that we vacated with no intention to sublease. Substantially all of the property, equipment and leasehold improvements associated with the vacated leased office space were fully impaired as there are no expected future cash flows for these items.

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


	June 30, 2024
	(in millions)
Remainder of 2024	$	42
2025	73
2026	59
2027	55
2028	54
2029+	280
Total lease payments	$	563
Less: interest	(91)
Present value of lease liabilities	$	472

In the table above, interest is calculated using the interest rate for each lease. Present value of lease liabilities includes the current portion of $63 million.

Total lease payments in the table above excludes $83 million of legally binding minimum lease payments for leases signed but not yet commenced. The increase from 2023 related to a new lease signed in the first quarter of 2024 for our European headquarters. This lease will commence in 2025 with a lease term of 10 years. These payments also include a data center lease for which we have not yet obtained full control of the leased premises.

The following table provides information related to Nasdaq’s lease term and discount rate:


	June 30, 2024
Weighted-average remaining lease term (in years)	9.3

Weighted-average discount rate	3.9	%

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


	Six Months Ended June 30,
	2024		2023
	(in millions)
Cash paid for amounts included in the measurement of operating lease liabilities	$	42	$	38

Lease assets obtained in exchange for operating lease liabilities	$	22	$	8

16. INCOME TAXES

Income Tax Provision

The following tables present our income tax provision and effective tax rate:


	Three Months Ended June 30,
	2024			2023
	(in millions)
Income tax provision	$	119		$	70
Effective tax rate	34.9		%	20.8		%

	Six Months Ended June 30,
	2024			2023
	(in millions)
Income tax provision	$	198		$	165
Effective tax rate	30.3		%	22.5		%

The higher effective tax rate for the three and six months ended June 30, 2024, as compared to the prior year periods, was primarily due to the completion of an intra-group transfer of certain intellectual property, or IP, assets to our U.S. headquarters, which resulted in a one-time net tax expense of $33 million. The effective tax rate in 2023 included a higher tax benefit from a favorable audit settlement. The effective tax rate may vary from period to period depending on, among other factors, the geographic and business mix of earnings and losses. These and other factors, including history of pre-tax earnings and losses, are taken into account in assessing the ability to realize deferred tax assets.

Tax Audits

Nasdaq and its eligible subsidiaries file a consolidated U.S. federal income tax return, applicable state and local income tax returns and non-U.S. income tax returns. We are subject to examination by federal, state and local, and foreign tax authorities. Our federal income tax 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 condensed consolidated financial position or results of operations, but may be material to our operating results for a particular period and the effective tax rate for that period. We do not expect the settlement of any tax audits to be material in the next twelve months.

17. COMMITMENTS, CONTINGENCIES AND GUARANTEES

Guarantees Issued and Credit Facilities Available

In addition to the default fund contributions and margin collateral pledged by clearing members discussed in Note 14, “Clearing Operations,” we have obtained financial guarantees and credit facilities, which are guaranteed by us through counter indemnities, to provide further liquidity related to our clearing businesses. Financial guarantees issued to us totaled $4 million as of June 30, 2024 and December 31, 2023. As discussed in “Other Credit Facilities,” of Note 8, “Debt Obligations,” we also have credit facilities primarily related to our Nasdaq Clearing operations, which are available in multiple currencies, and totaled $181 million as of June 30, 2024 and $191 million as of December 31, 2023 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 14, “Clearing Operations,” for further discussion of Nasdaq Clearing performance guarantees.

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

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

Routing Brokerage Activities

One of our broker-dealer subsidiaries, Nasdaq Execution Services, provides a guarantee to securities clearinghouses and exchanges under its standard membership agreements, which require members to guarantee the performance of other members. If a member becomes unable to satisfy its obligations to a clearinghouse or exchange, other members would be required to meet its shortfalls. To mitigate these performance risks, the exchanges and clearinghouses often

require members to post collateral, as well as meet certain minimum financial standards. Nasdaq Execution Services’ maximum potential liability under these arrangements cannot be quantified. However, we believe that the potential for Nasdaq Execution Services to be required to make payments under these arrangements is unlikely. Accordingly, no contingent liability is recorded in the Condensed Consolidated Balance Sheets for these arrangements.

Legal and Regulatory Matters

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 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 planned to formally recommend that the CFTC authorize a civil enforcement action. We have been engaged, however, in discussions with the CFTC staff about potentially agreeing to a settlement of this matter. The terms of any potential settlement offer are not finalized, are subject to change, and would require the CFTC’s approval, but we anticipate that any settlement will involve the payment of a monetary penalty. While we cannot predict the ultimate outcome of this matter, including whether it will result in a settlement agreement, at this time we do not believe the outcome will have a material impact on our business or operating results. However, in the event that the parties are unable to reach a settlement agreement, the CFTC may still pursue a civil enforcement action, which could have a material negative impact on our business or operating results.

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. In June 2024, the SFSA issued Nasdaq Stockholm AB an administrative fine of SEK100 million, or $9 million, for infringements of the Market Abuse Regulation and the Swedish Securities Market Act. Nasdaq Stockholm AB will not appeal the decision.

Other Matters

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

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

Tax Audits

We are engaged in ongoing discussions and audits with taxing authorities on various tax matters, the resolutions of which are uncertain. Currently, there are matters that may lead to assessments, some of which may not be resolved for several years. Based on currently available information, we believe we have adequately provided for any assessments that could result from those proceedings where it is more likely than not that we will be assessed. We review our positions on these matters as they progress. See “Tax Audits,” of Note 16, “Income Taxes,” for further discussion.

18. BUSINESS SEGMENTS

In the fourth quarter of 2023, following the completion of the Adenza acquisition, including its two flagship solutions, AxiomSL and Calypso, we aligned our business more closely with the foundational shifts that are driving the evolution of the global financial system. We now manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services. See Note 1, “Organization and Nature of Operations,” for further discussion of our reportable segments.

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

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

The following tables present certain information regarding our business segments for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended June 30,
	2024		2023
	(in millions)
Capital Access Platforms
Total revenues	$	481	$	438
Operating income	271		241
Financial Technology
Total revenues	420		235
Operating income	199		96
Market Services
Total revenues	883		750
Transaction-based expenses	(633)		(508)
Revenues less transaction-based expenses	250		242
Operating income	146		143
Corporate Items
Total revenues	8		10
Operating loss	(193)		(98)
Consolidated
Total revenues	$	1,792	$	1,433
Transaction-based expenses	(633)		(508)
Revenues less transaction-based expenses	$	1,159	$	925
Operating income	$	423	$	382

	Six Months Ended June 30,
	2024		2023
	(in millions)
Capital Access Platforms
Total revenues	$	960	$	852

Operating income	551		465

Financial Technology
Total revenues	813		463

Operating income	375		183

Market Services
Total revenues	1,678		1,631
Transaction-based expenses	(1,192)		(1,128)
Revenues less transaction-based expenses	486		503

Operating income	277		305

Corporate Items
Total revenues	18		20

Operating loss	(370)		(159)
Consolidated
Total revenues	$	3,469	$	2,966
Transaction-based expenses	(1,192)		(1,128)
Revenues less transaction-based expenses	$	2,277	$	1,838

Operating income	$	833	$	794

The items below 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 tables 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 three and six months ended June 30, 2024, and for the three months ended June 30, 2023, these costs primarily relate to the Adenza acquisition. For the three and six months ended June 30, 2024, these costs were partially offset by the recognition of a termination fee due to Nasdaq in the second quarter of 2024, related to the termination of the proposed divestiture of our Nordic power trading and clearing business.
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. See Note 19, “Restructuring Charges,” for further discussion of these plans.

*•*Revenues and expenses - divested businesses: In June 2023, we entered into an agreement to sell our Nordic power trading and clearing business, which agreement was subsequently terminated in June 2024. Revenues and expenses related to this business for the three and six months ended June 30, 2024 and 2023, continue to be included as revenues and expenses - divested businesses. Historically, these amounts were included in our Market Services and Capital Access Platforms results.

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 the three and six months ended June 30, 2023, this included impairment charges related to our operating lease assets and leasehold improvements associated with vacating certain leased office space, which are recorded in occupancy and depreciation and amortization expense in our Condensed Consolidated Statements of Income.

**◦**Legal and regulatory matters: For the three and six months ended June 30, 2024, this primarily related to settlement of an SFSA fine, see “SFSA Inquiry” of Note 17, “Commitments, Contingencies and Guarantees,” for further discussion, and accruals related to certain legal matters. For the six months ended June 30, 2023, this primarily included insurance recoveries related to certain legal matters. The fine is recorded in regulatory expense and the accruals and insurance recoveries are recorded in professional and contract services and general, administrative and other expense in the Condensed Consolidated Statements of Income.

**◦**Pension settlement charge: For the six months ended June 30, 2024, we recorded a pre-tax charge as a result of settling our U.S. pension plan. The plan was terminated and partially settled in 2023, with final settlement occurring during the first quarter of 2024. The pre-tax charge is recorded in compensation and benefits in the Condensed Consolidated Statements of Income. See Note 9, “Retirement Plans,” for further discussion.

The following tables summarize our Corporate Items:


	Three Months Ended June 30,
	2024		2023
	(in millions)
Revenues - divested businesses	$	8	$	10
Expenses:
Amortization expense of acquired intangible assets	122		37
Merger and strategic initiatives expense	4		45
Restructuring charges	56		14
Lease asset impairments	—		5
Legal and regulatory matters	13		—


Expenses - divested businesses	4		6
Other	2		1
Total expenses	$	201	$	108
Operating loss	$	(193)	$	(98)


	Six Months Ended June 30,
	2024		2023
	(in millions)
Revenues - divested businesses	$	18	$	20
Expenses:
Amortization expense of acquired intangible assets	244		75
Merger and strategic initiatives expense	13		47
Restructuring charges	82		33
Lease asset impairments	—		23
Legal and regulatory matters	16		(11)

Pension Settlement	23		—
Expenses - divested businesses	8		11
Other	2		1
Total expenses	$	388	$	179
Operating loss	$	(370)	$	(159)

For further discussion of our segments’ results, see “Segment Operating Results,” of “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

19. 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 Adenza Restructuring program will be recorded as restructuring charges in the Condensed 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 Condensed Consolidated Statements of Income.

The following table presents a summary of the Adenza restructuring program and our divisional alignment program charges for the three and six months ended June 30, 2024 and 2023 as well as total program costs incurred since the inception date of each program.


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(in millions)
Asset impairment charges
Adenza restructuring	$	24	$	—	$	24	$	—
Divisional realignment	4		—		4		12
Consulting services
Adenza restructuring	3		—		3		—
Divisional realignment	11		7		21		10
Employee-related costs
Adenza restructuring	8		—		12		—
Divisional realignment	3		4		6		7
Other
Adenza restructuring	2		—		5		—
Divisional realignment	1		3		7		4
Total restructuring charges	$	56	$	14	$	82	$	33

Total Program Costs Incurred
Adenza restructuring	$	54
Divisional realignment	$	123

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