Log in
Log in
Or log in with
GoogleGoogle
Twitter Twitter
Facebook Facebook
Apple Apple     
Sign up
Or log in with
GoogleGoogle
Twitter Twitter
Facebook Facebook
Apple Apple     
  1. Homepage
  2. Equities
  3. United States
  4. Nasdaq
  5. Nasdaq, Inc.
  6. News
  7. Summary
    NDAQ   US6311031081

NASDAQ, INC.

(NDAQ)
  Report
Delayed Nasdaq  -  04:00 2022-12-06 pm EST
67.01 USD   -1.25%
12/05Nasdaq November 2022 Volumes
AQ
12/05Nasdaq Completes MRX's Migration to Amazon Web Services
MT
12/05Nasdaq Completes Migration of the First U.S. Options Market to AWS
GL
SummaryQuotesChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisionsFunds 
SummaryMost relevantAll NewsAnalyst Reco.Other languagesPress ReleasesOfficial PublicationsSector newsMarketScreener Strategies

NASDAQ, INC. Management's Discussion and Analysis of Financial Condition and Results Of Operations (form 10-Q)

08/03/2022 | 03:26pm EST

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

OVERVIEW

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

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

Second Quarter 2022 and Recent Developments

Dividends on Common Stock

• For the three months ended June 30, 2022, we returned $98 million to shareholders through dividend payments.


•  In June 2022, the Company's shareholders, and the SEC, approved the Company's
proposed charter amendment to increase the number of authorized shares of common
stock. In July 2022, the charter was amended and the board of directors approved
and declared a 3-for-1 stock split in the form of a stock dividend on each share
of common stock. Trading on a split-adjusted basis is expected to take place on
August 29, 2022.

• In July 2022, the board of directors approved a regular quarterly cash dividend of $0.20 per share on our outstanding common stock. On a split-adjusted basis, the dividend is economically equivalent to the pre-split quarterly dividend of $0.60 per share on our outstanding common stock paid in the preceding quarter.

Share Repurchase Program

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

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

Corporate Highlights

•Our Index business continued to experience strong net inflows of $71 billion over the last 12 months and the number of contracts traded on futures and options on futures tracking Nasdaq indexes increased 64% year over year.


•The Nasdaq Stock Market led U.S. exchanges for IPOs during the second quarter
of 2022. The Nasdaq Stock Market IPO win rate was 88% in the second quarter of
2022, including 38 IPOs representing $2.8 billion in capital raised. There were
22 operating company and 16 special purpose acquisition company IPOs during the
period.

•Nasdaq led all exchanges in total multiply-listed options traded and set a
record for the number of shares traded during the 2022 Russell U.S. indexes
reconstitution. In the second quarter and first six months of 2022, Nasdaq led
all exchanges during the period in total volume traded for multiply-listed
equity options. Nasdaq achieved a record day for rebalancing Nasdaq listed
securities in the annual Russell reconstitution, with 3.31 billion shares
representing $63.8 billion, executed in 2.04 seconds.

•Market Technology new order intake totaled $102 million in the second quarter
of 2022, with nearly 60% coming from new customers, including a client agreement
with Climate Impact X to leverage Nasdaq's Marketplace Services Platform.
                                       32
--------------------------------------------------------------------------------

Financial Summary


The following tables summarize our financial performance for the three and six
months ended June 30, 2022 when compared to the same periods in 2021. The
comparability of our results of operations between reported periods is impacted
by the acquisition of Verafin in February 2021 and the divestiture of our U.S.
Fixed Income business in June 2021, which was part of our FICC business within
our Market Services segment, as well as the contribution of our NPM business in
July 2021 to a standalone, independent company, of which we own the largest
minority interest, together with a consortium of third-party financial
institutions. See "2021 Divestiture," and "2021 Acquisition," of Note 4,
"Acquisitions and Divestiture," to the condensed consolidated financial
statements for further discussion. For a detailed discussion of our results of
operations, see "Segment Operating Results" below.
                                                     Three Months Ended June 30,
                                                    2022                      2021                                  Percentage Change
                                               (in millions, except per share amounts)
Revenues less transaction-based expenses    $             893          $           846                                            5.6  %
Operating expenses                                        481                      470                                            2.3  %
Operating income                                          412                      376                                            9.6  %
Net income attributable to Nasdaq           $             307          $           341                                          (10.0) %
Diluted earnings per share                  $            1.85          $          2.05                                           (9.8) %
Cash dividends declared per common share    $            0.60          $          0.54                                           11.1  %

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








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

Nasdaq's Operating Results

The following chart summarizes our ARR (in millions):

                    [[Image Removed: ndaq-20220630_g1.jpg]]
ARR for a given period is the annualized revenue derived from subscription
contracts with a defined contract value. This excludes contracts that are not
recurring, are one-time in nature, or where the contract value fluctuates based
on defined metrics. ARR is one of our key performance metrics to assess the
health and trajectory of our recurring business. ARR does not have any
standardized definition and is therefore unlikely to be comparable to similarly
titled measures presented by other companies. ARR should be viewed independently
of revenue and deferred revenue and is not intended to be combined with or to
replace either of those items. ARR is not a forecast and the active contracts at
the end of a reporting period used in calculating ARR may or may not be extended
or renewed by our customers.
                                       33
--------------------------------------------------------------------------------

The ARR chart includes:
?               Active Market Technology support and SaaS subscription 

contracts.

                Proprietary market data and index data subscriptions as well as subscription
?               contracts for eVestment, Solovis, NDW Research Platform, 

Nasdaq Fund Network

                and Nasdaq Data Link. It also includes guaranteed minimum 

on futures contracts

                within the Index business.
                U.S. and Nordic annual listing fees, IR and ESG products, 

including

?               subscription contracts for IR Insight, board portals and 

OneReport, as well as

                IR advisory services.
?               Trade Management Services business, excluding one-time 

service requests.



The following chart summarizes our quarterly annualized SaaS revenues for our
Solutions Segments, which is comprised of the Market Technology, Investment
Intelligence and Corporate Platforms segments, for the second quarter of 2022
and 2021 (in millions):
                    [[Image Removed: ndaq-20220630_g2.jpg]]

Segment Operating Results


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

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

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



                                       34
--------------------------------------------------------------------------------

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

Percentage of Revenues Less Transaction-based Expenses by Segment for the: [[Image Removed: ndaq-20220630_g3.jpg]] [[Image Removed: ndaq-20220630_g4.jpg]]

[[Image Removed: ndaq-20220630_g5.jpg]] [[Image Removed: ndaq-20220630_g6.jpg]]

                                       35
--------------------------------------------------------------------------------

MARKET TECHNOLOGY


The following tables present revenues and key drivers from our Market Technology
segment:
                                                  Three Months Ended June 30,
                                                 2022                      2021                                  Percentage Change
                                                         (in millions)
Anti Financial Crime Technology          $              75          $            58                                           29.3  %
Marketplace Infrastructure Technology                   56                       59                                           (5.1) %
Total Market Technology                  $             131          $           117                                           12.0  %

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



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

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

Anti Financial Crime Technology Revenues


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

Marketplace Infrastructure Technology Revenues


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

INVESTMENT INTELLIGENCE


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

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

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


                                                                              As of or
                                                                     Three Months Ended June 30,
                                                                    2022                      2021
Number of licensed ETPs                                                   374                      359

TTM Change in Period End ETP AUM tracking Nasdaq indexes (in billions) Beginning balance

                                           $             415          $           272
Net (depreciation) appreciation                                           (90)                     113
Net impact of ETP sponsor switches                                        (75)                     (17)
Net inflows                                                                71                       47
Ending balance                                              $             321          $           415
ARR (in millions)                                           $             586          $           547
Quarterly annualized SaaS revenues (in millions)            $             215          $           192


In the table above, TTM represents trailing twelve months.

Market Data Revenues


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

Index Revenues


Index revenues increased in both the second quarter and first six months of 2022
compared with the same periods in 2021 primarily due to higher licensing
revenues from futures trading linked to the Nasdaq-100 Index. The increase in
the first six months of 2022 also reflects higher licensing revenues resulting
from higher average AUM in ETPs linked to Nasdaq indexes.
                                       36
--------------------------------------------------------------------------------

Analytics Revenues


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

CORPORATE PLATFORMS


The following tables present revenues and key drivers from our Corporate
Platforms segment:
                                                   Three Months Ended June 30,
                                                  2022                      2021                                  Percentage Change
                                                          (in millions)
Listing Services                          $             107          $            93                                           15.1  %
IR & ESG Services                                        61                       56                                            8.9  %
Total Corporate Platforms                 $             168          $           149                                           12.8  %

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


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

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


In the tables above:

•The Nasdaq Stock Market new listings include IPOs, including issuers that
switched from other listing venues and separately listed ETPs. For the three
months ended June 30, 2022 and 2021, IPOs included 16 and 47 SPACs,
respectively. For the six months ended June 30, 2022 and 2021, IPOs included 59
and 243 SPACs, respectively.

•Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic new listings include IPOs and represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on the alternative markets of Nasdaq First North.

•Number of total listed companies on The Nasdaq Stock Market at period end includes 465 ETPs as of June 30, 2022 and 419 ETPs as of June 30, 2021.


•Number of total listed companies on the exchanges that comprise Nasdaq Nordic
and Nasdaq Baltic represents companies listed on these exchanges and companies
on the alternative markets of Nasdaq First North.
                                       37
--------------------------------------------------------------------------------

Listing Services Revenues

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

IR & ESG Services Revenues


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

MARKET SERVICES

Equity Derivative Trading and Clearing Revenues


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

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

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


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

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

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

Nasdaq Nordic and Nasdaq Baltic options and futures Total average daily volume of options and futures contracts

                                                   322,390                       311,016


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

                                       38
--------------------------------------------------------------------------------

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

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

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

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

Cash Equity Trading Revenues


The following tables present total revenues, transaction-based expenses, and
total revenues less transaction-based expenses as well as key drivers and other
metrics from our Cash Equity Trading business:
                                                     Three Months Ended June 30,
                                                     2022                    2021                                  Percentage Change
                                                            (in millions)
Cash Equity Trading Revenues                  $           546          $          415                                           31.6  %
Transaction-based expenses:
Transaction rebates                                      (323)                   (262)                                          23.3  %
Brokerage, clearance and exchange fees                   (115)                    (43)                                         167.4  %
Cash equity trading revenues less
transaction-based expenses                    $           108          $          110                                           (1.8) %

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


In the tables above, brokerage, clearance and exchange fees includes Section 31
fees of $108 million in the second quarter of 2022, $36 million in the second
quarter of 2021, $156 million in the first six months of 2022 and $151 million
in the first six months of 2021. Section 31 fees are recorded as cash equity
trading revenues with a corresponding amount recorded in transaction-based
expenses.
                                       39
--------------------------------------------------------------------------------
                                                                 Three Months Ended June 30,
                                                               2022                        2021
Total U.S.-listed securities
Total industry average daily share volume (in
billions)                                                          12.6                         10.6
Matched share volume (in billions)                                139.0                        114.2
The Nasdaq Stock Market matched market share                       16.5  %                      15.8  %
Nasdaq BX matched market share                                      0.5  %                       0.7  %
Nasdaq PSX matched market share                                     0.8  %                       0.7  %
Total matched market share executed on Nasdaq's
exchanges                                                          17.8  %                      17.2  %
Market share reported to the FINRA/Nasdaq Trade
Reporting Facility                                                 34.3  %                      35.3  %
Total market share                                                 52.1  %                      52.5  %
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades executed on
Nasdaq's exchanges                                           948,874                    1,019,162
Total average daily value of shares traded (in
billions)                                             $             5.7            $             6.6
Total market share executed on Nasdaq's exchanges                  72.2  %                      77.3  %

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


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

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

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

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

Transaction rebates increased in the second quarter and the first six months of
2022 compared with the same periods in 2021. For The Nasdaq Stock Market and
Nasdaq PSX, we credit a portion of the per share execution charge to the market
participant that provides the liquidity, and for Nasdaq BX, we credit a portion
of the per share execution charge to the market participant that takes the
liquidity. The increase was primarily due to higher US industry volumes, higher
U.S. matched market share executed on Nasdaq's exchanges and a higher rebate
capture rate.
                                       40
--------------------------------------------------------------------------------

FICC Revenues

The following tables present revenues from our FICC business:

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

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


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

Trade Management Services Revenues


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

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

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


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


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

OTHER REVENUES


For the three and six months ended June 30, 2021, other revenues include the
revenues associated with our U.S. Fixed Income business, which was sold in June
2021. Prior to the sale date, these revenues were included in our Market
Services and Investment Intelligence segments. See "2021 Divestiture," of Note
4, "Acquisitions and Divestiture," to the condensed consolidated financial
statements for further discussion of this divestiture. Additionally, other
revenues include revenues associated with the NPM business which we contributed
in July 2021 to a standalone, independent company, of which we own the largest
minority interest, together with a consortium of third-party financial
institutions. Prior to July 2021, these revenues were included in our Corporate
Platforms segment. For the three and six months ended June 30, 2022, other
revenues were related to a transitional services agreement associated with a
divested business.
                                       41
--------------------------------------------------------------------------------

EXPENSES

Operating Expenses

The following tables present our operating expenses:

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

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


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

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


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

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


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

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

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

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


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

See Note 19, "Restructuring Charges," to the condensed consolidated financial
statements for further discussion of our 2019 restructuring plan and charges
associated with this plan.
                                       42
--------------------------------------------------------------------------------

Non-operating Income and Expenses

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

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

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

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

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

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


_______
N/M Not meaningful.

The following table presents our interest expense:

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

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




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

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

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

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

Tax Matters


The following table presents our income tax provision and effective tax rate:
                                                       Three Months Ended June 30,
                                                        2022                  2021                                   Percentage Change
                                                             ($ in millions)
Income tax provision                           $              90      $             113                                          (20.4) %
Effective tax rate                                          22.7    %              24.9  %

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

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

                                       43
--------------------------------------------------------------------------------

NON-GAAP FINANCIAL MEASURES


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

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

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

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

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

•Restructuring charges: We initiated the transition of certain technology
platforms to advance our strategic opportunities as a technology and analytics
provider and continue the realignment of certain business areas. See Note 19,
"Restructuring Charges," to the condensed consolidated financial statements for
further discussion of our 2019 restructuring plan, which was completed in June
2021. Charges associated with this plan represented a fundamental shift in our
strategy and technology as well as executive realignment.

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

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

•Significant tax items: The non-GAAP adjustment to the income tax provision for
the three and six months ended June 30, 2022 and 2021 primarily includes the tax
impact of each non-GAAP adjustment.
                                       44
--------------------------------------------------------------------------------

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

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

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

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

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

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

Weighted-average common shares outstanding for diluted earnings per share

                                                                    165.5                   166.4

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


                                                                           

Six Months Ended June 30,

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

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

Other                                                                             2                         7
Total non-GAAP adjustments                                                      109                         4

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

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

Weighted-average common shares outstanding for diluted earnings per share

                                                                     166.4                     166.8

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


LIQUIDITY AND CAPITAL RESOURCES


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

In the near term, we expect that our operations and the availability under our
revolving credit facility and commercial paper program will provide sufficient
cash to fund our operating expenses, capital expenditures, debt repayments, any
share repurchases, and any dividends.
                                       45
--------------------------------------------------------------------------------

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

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

• deterioration of our revenues in any of our business segments;

• changes in regulatory and working capital requirements; and

•an increase in our expenses.

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

• operating covenants contained in our credit facilities that limit our total borrowing capacity;

• credit rating downgrades, which could limit our access to additional debt;

• a significant decrease in the market price of our common stock;

• volatility or disruption in the public debt and equity markets; and

• the impact of the COVID-19 pandemic on our business.

The following table summarizes our financial assets:

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

Financial investments                     161                     208
Total financial assets         $          615      $              601


Cash and Cash Equivalents

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

Repatriation of Cash


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

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

Cash Flow Analysis

The following table summarizes the changes in cash flows:

                                                         Six Months Ended 

June 30,

                                                           2022              2021           Percentage Change
Net cash provided by (used in):                                (in millions)
Operating activities                                $           980    $          467                    109.9  %
Investing activities                                           (244)           (2,525)                   (90.3) %
Financing activities                                          2,703              (609)                  (543.8) %
Effect of exchange rate changes on cash and cash
equivalents and restricted cash and cash
equivalents                                                    (682)             (108)                   531.5  %
Net increase (decrease) in cash and cash
equivalents and restricted cash and cash
equivalents                                                   2,757            (2,775)                  (199.4) %

Cash and cash equivalents, restricted cash and cash equivalents at beginning of period

                            5,496             5,979                     (8.1) %

Cash and cash equivalents, restricted cash and cash equivalents at end of period

                        $         8,253    $        3,204                    157.6  %
Reconciliation of Cash, Cash Equivalents and
Restricted Cash and Cash Equivalents
Cash and cash equivalents                           $           454    $          390                     16.4  %
Restricted cash and cash equivalents                             30                40                    (25.0) %
Restricted cash and cash equivalents (default funds
and margin deposits)                                          7,769             2,774                    180.1  %
Total                                               $         8,253    $        3,204                    157.6  %


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

Net Cash Provided by Operating Activities


Net cash provided by operating activities primarily consists of net income
adjusted for certain non-cash items such as: depreciation and amortization
expense of property and equipment; amortization expense of acquired finite-lived
intangible assets; expense associated with share-based compensation; deferred
income taxes; expense associated with extinguishment of debt; and net income
from unconsolidated investees.
                                       46
--------------------------------------------------------------------------------

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

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

Net Cash Used in Investing Activities


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

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

Net Cash Provided by Financing Activities


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

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

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

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


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

Financial Investments


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

Regulatory Capital Requirements

Clearing Operations Regulatory Capital Requirements


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

Broker-Dealer Net Capital Requirements


Our broker-dealer subsidiaries, Nasdaq Execution Services, NFSTX, LLC, and
Nasdaq Capital Markets Advisory, are subject to regulatory requirements intended
to ensure their general financial soundness and liquidity. These requirements
obligate these subsidiaries to comply with minimum net capital requirements. As
of June 30, 2022, the combined required minimum net capital totaled $1 million
and the combined excess capital totaled $22 million, substantially all of which
is held in cash and cash equivalents in the Condensed Consolidated Balance
Sheets. The required minimum net capital is included in restricted cash and cash
equivalents in the Condensed Consolidated Balance Sheets.
                                       47
--------------------------------------------------------------------------------

Nordic and Baltic Exchange Regulatory Capital Requirements


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

Other Capital Requirements


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

Equity and dividends

Share Repurchase Program


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

ASR Agreement

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

Cash Dividends on Common Stock

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

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

Total             $ 1.14      $ 1.03


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

Debt Obligations

The following table summarizes our debt obligations by contractual maturity:

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

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


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

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

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

Contractual Obligations and Contingent Commitments


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


                                       48
--------------------------------------------------------------------------------

Off-Balance Sheet Arrangements

For discussion of off-balance sheet arrangements see:


•  Note 14, "Clearing Operations," to the condensed consolidated financial
statements for further discussion of our non-cash default fund contributions and
margin deposits received for clearing operations; and

• Note 17, "Commitments, Contingencies and Guarantees," to the condensed consolidated financial statements for further discussion of:

•Guarantees issued and credit facilities available;

•Other guarantees;

•Routing brokerage activities;

•Legal and regulatory matters; and

•Tax audits.

© Edgar Online, source Glimpses

All news about NASDAQ, INC.
12/05Nasdaq November 2022 Volumes
AQ
12/05Nasdaq Completes MRX's Migration to Amazon Web Services
MT
12/05Nasdaq Completes Migration of the First U.S. Options Market to AWS
GL
12/05Nasdaq Completes Migration of the First U.S. Options Market to AWS
AQ
12/02After FTX collapse, pressure builds for tougher crypto rules
RE
12/01IPO market nearly paused, but exchange leaders expect 2023 boost
RE
12/01NASDAQ : Ex-dividend day for
FA
11/30REUTERS NEXT - Nasdaq CEO hopeful IPOs will pick in 2023
RE
11/30REUTERS NEXT - NASDAQ CEO Says Expects First Half Of 2023 To Remain Slow For Capital Ma..
RE
11/30Swedish court cuts Nasdaq Clearing fine to $23.7 mln
RE
More news
Analyst Recommendations on NASDAQ, INC.
More recommendations