NASDAQ, INC. 
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.
Third Quarter 2022 and Recent Developments
Dividends on Common Stock
• OnAugust 26, 2022 , we effected a 3-for-1 stock split of the Company's common stock in the form of a stock dividend to shareholders of record as ofAugust 12, 2022 . The par value per share of our common stock remains$0.01 per share. All references made with respect to a number of shares or per share amounts throughout this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the stock split
•For the three months ended
• In
Share Repurchase Program
•As of
Corporate Highlights
•InSeptember 2022 , we announced that we will be evolving the structure of our reportable segments. Our current reportable segments will be organized into the following three segments: Market Platforms, Capital Access Platforms and Anti-Financial Crime, which aligns to our new divisional structure, and will take effect by the end of the fourth quarter of 2022. We intend to publish our fourth quarter and full year 2022 results, as well as all future reporting, in alignment with the new corporate structure. •InSeptember 2022 , we announced our planned launch of a new Digital Assets business to power the digital asset ecosystem. The launch underpins Nasdaq's ambition to advance and help facilitate broader institutional participation in digital assets by providing trusted and institutional-grade solutions, focused on enhanced custody, liquidity and integrity. Nasdaq Digital Assets will initially develop an advanced custody solution. Nasdaq's offering is subject to regulatory approval in applicable jurisdictions. Additionally, we expanded our anti-financial crime technology with new coverage for the cryptocurrency ecosystem, including a comprehensive suite of crypto-specific detection capabilities. •The Nasdaq Stock Market ledU.S. exchanges for IPOs during the third quarter of 2022. The Nasdaq Stock Market IPO win rate was 90% in the third quarter of 2022, including 35 IPOs (28 operating companies and 7 SPACs). •In the three and nine months endedSeptember 30, 2022 , Nasdaq led all exchanges during the period in total volume traded for multiply-listed equity options. In addition, our trade management services business set a quarterly record for revenues. 32 --------------------------------------------------------------------------------
Financial Summary
The following tables summarize our financial performance for the three and nine months endedSeptember 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 ofVerafin inFebruary 2021 . See "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 September 30, 2022 2021 Percentage Change (in millions, except per share amounts) Revenues less transaction-based expenses $ 890 $ 838 6.2 % Operating expenses 492 482 2.1 % Operating income 398 356 11.8 % Net income attributable to Nasdaq $ 294 $ 288 2.1 % Diluted earnings per share $ 0.59 $ 0.56 5.4 % Cash dividends declared per common share $ 0.20 $ 0.18 11.1 % Nine Months Ended September 30, 2022 2021 Percentage Change (in millions, except per share amounts) Revenues less transaction-based expenses $ 2,675 $ 2,534 5.6 % Operating expenses 1,460 1,437 1.6 % Operating income 1,215 1,097 10.8 % Net income attributable to Nasdaq $ 884 $ 928 (4.7) % Diluted earnings per share $ 1.77 $ 1.84 (3.8) % Cash dividends declared per common share $ 0.58 $ 0.52 11.5 % In countries with currencies other than theU.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-20220930_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.
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.
33
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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 three months ended
[[Image Removed: ndaq-20220930_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 September 30,
2022 2021 Percentage Change
(in millions)
Market Technology $ 132 $ 114 15.8 %
Investment Intelligence 284 272 4.4 %
Corporate Platforms 168 155 8.4 %
Market Services 972 811 19.9 %
Other revenues 1 5 (80.0) %
Total revenues $ 1,557 $ 1,357 14.7 %
Transaction rebates (494) (472) 4.7 %
Brokerage, clearance and exchange fees (173) (47) 268.1 %
Total revenues less transaction-based
expenses $ 890 $ 838 6.2 %
Nine Months Ended September 30,
2022 2021 Percentage Change
(in millions)
Market Technology $ 387 $ 332 16.6 %
Investment Intelligence 851 787 8.1 %
Corporate Platforms 504 451 11.8 %
Market Services 2,892 2,813 2.8 %
Other revenues 10 36 (72.2) %
Total revenues 4,644 4,419 5.1 %
Transaction rebates (1,605) (1,642) (2.3) %
Brokerage, clearance and exchange fees (364) (243) 49.8 %
Total revenues less transaction-based
expenses $ 2,675 $ 2,534 5.6 %
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-20220930_g3.jpg]] [[Image Removed: ndaq-20220930_g4.jpg]]
[[Image Removed: ndaq-20220930_g5.jpg]] [[Image Removed: ndaq-20220930_g6.jpg]]
35
--------------------------------------------------------------------------------MARKET TECHNOLOGY
The following tables present revenues and key drivers from our Market Technology
segment:
Three Months Ended September 30,
2022 2021 Percentage Change
(in millions)
Anti Financial Crime Technology $ 77 $ 62 24.2 %
Market Infrastructure Technology 55 52 5.8 %
Total Market Technology $ 132 $ 114 15.8 %
Nine Months Ended September 30,
2022 2021 Percentage Change
(in millions)
Anti Financial Crime Technology $ 224 $ 163 37.4 %
Market Infrastructure Technology 163 169 (3.6) %
Total Market Technology $ 387 $ 332 16.6 %
Three Months Ended September 30,
2022 2021
(in millions)
Order intake (in millions) $ 59 $ 76
ARR 456 428
Quarterly annualized SaaS revenues 319 276
Nine Months Ended September 30,
2022 2021
(in millions)
Order intake $ 209 $ 236
In the tables above, order intake is the total contract value of orders signed
during the period, excluding
Anti Financial Crime Technology Revenues
Anti-financial crime technology revenues increased in the three and nine months endedSeptember 30, 2022 compared with the same periods in 2021 primarily due to increased demand for fraud and anti-money laundering solutions.
Market Infrastructure Technology Revenues
Market infrastructure technology revenues increased in the three months endedSeptember 30, 2022 compared with the same period in 2021 primarily due to higher professional services fees and higher SaaS revenues, partially offset by lower support licensing revenues. Market infrastructure technology revenues decreased in the nine months endedSeptember 30, 2022 compared with the same period 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 September 30,
2022 2021 Percentage Change
(in millions)
Market Data $ 104 $ 102 2.0 %
Index 125 119 5.0 %
Analytics 55 51 7.8 %
Total Investment Intelligence $ 284 $ 272 4.4 %
Nine Months Ended September 30,
2022 2021 Percentage Change
(in millions)
Market Data $ 318 $ 310 2.6 %
Index 370 328 12.8 %
Analytics 163 149 9.4 %
Total Investment Intelligence $ 851 $ 787 8.1 %
As of or
Three Months Ended September 30,
2022 2021
Number of licensed ETPs 374 347
TTM change in period end ETP AUM tracking Nasdaq indexes (in billions) Beginning balance
$ 361 $ 313
Net (depreciation) appreciation (106) 87
Net impact of ETP sponsor switches - (92)
Net inflows 56 53
Ending balance $ 311 $ 361
ARR (in millions) $ 583 $ 555
Quarterly annualized SaaS revenues (in millions) $ 218 $ 199
In the table above, TTM represents trailing twelve months.
Market Data Revenues
Market data revenues increased in the three and nine months ended
36
--------------------------------------------------------------------------------Index Revenues
Index revenues increased in the three and nine months endedSeptember 30, 2022 compared with the same periods in 2021 primarily due to higher licensing revenues from futures trading linked to the Nasdaq-100 Index, partially offset by lower AUM in ETPs linked to Nasdaq indexes. The increase in the nine months endedSeptember 30, 2022 also reflects higher licensing revenues resulting from higher average AUM in ETPs linked to Nasdaq indexes.
Analytics Revenues
Analytics revenues increased in the three and nine months ended
CORPORATE PLATFORMS
The following tables present revenues and key drivers from our Corporate
Platforms segment:
Three Months Ended September 30,
2022 2021 Percentage Change
(in millions)
Listing Services $ 105 $ 99 6.1 %
IR & ESG Services 63 56 12.5 %
Total Corporate Platforms $ 168 $ 155 8.4 %
Nine Months Ended September 30,
2022 2021 Percentage Change
(in millions)
Listing Services $ 320 $ 282 13.5 %
IR & ESG Services 184 169 8.9 %
Total Corporate Platforms $ 504 $ 451 11.8 %
As of or
Three Months Ended September 30,
2022 2021
IPOs
The Nasdaq Stock Market 35 147
Exchanges that comprise Nasdaq Nordic and
Nasdaq Baltic 3 25
Total new listings
The Nasdaq Stock Market 98 223
Exchanges that comprise Nasdaq Nordic and
Nasdaq Baltic 9 28
Number of listed companies
The Nasdaq Stock Market 4,296 3,990
Exchanges that comprise Nasdaq Nordic and
Nasdaq Baltic 1,253 1,170
ARR (in millions) $ 589 $ 529
Quarterly annualized SaaS revenues (in
millions) $ 162 $ 144
As of or
Nine Months Ended September 30,
2022 2021
IPOs
The Nasdaq Stock Market 143 557
Exchanges that comprise Nasdaq Nordic and
Nasdaq Baltic 33 111
Total new listings
The Nasdaq Stock Market 292 734
Exchanges that comprise Nasdaq Nordic and
Nasdaq Baltic 53 132
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 September 30, 2022 and 2021, IPOs included 7 and 67 SPACs,
respectively. For the nine months ended September 30, 2022 and 2021, IPOs
included 66 and 310 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
•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 the three and nine months endedSeptember 30, 2022 compared with the same periods in 2021 primarily due to higherU.S. annual listing fees, driven mainly by an increase in the number of issuers compared to the prior year period, partially offset by the unfavorable impact of changes in foreign exchange rates.
IR & ESG Services Revenues
IR & ESG Services revenues increased in the three and nine months ended
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 September 30,
2022 2021 Percentage Change
(in millions)
Equity Derivative Trading and Clearing
Revenues $ 357 $ 330 8.2 %
Transaction-based expenses:
Transaction rebates (222) (220) 0.9 %
Brokerage, clearance and exchange fees (28) (5) 460.0 %
Equity derivative trading and clearing
revenues less transaction-based expenses $ 107 $ 105 1.9 %
Nine Months Ended September 30,
2022 2021 Percentage Change
(in millions)
Equity Derivative Trading and Clearing
Revenues $ 1,032 $ 1,114 (7.4) %
Transaction-based expenses:
Transaction rebates (660) (770) (14.3) %
Brokerage, clearance and exchange fees (49) (31) 58.1 %
Equity derivative trading and clearing
revenues less transaction-based expenses $ 323 $ 313 3.2 %
In the tables above, brokerage, clearance and exchange fees includes Section 31
fees of $26 million in the three months ended September 30, 2022 , $4 million in
the three months ended September 30, 2021 , $46 million in the nine months ended
September 30, 2022 and $26 million in the nine months ended September 30, 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 September 30,
2022 2021
U.S. equity options
Total industry average daily volume (in
millions) 37.0 35.5
Nasdaq PHLX matched market share 11.2 % 12.1 %
The Nasdaq Options Market matched market share 8.3 % 8.1 %
Nasdaq BX Options matched market share 3.9 % 1.6 %
Nasdaq ISE Options matched market share 5.5 % 6.0 %
Nasdaq GEMX Options matched market share 2.1 % 2.7 %
Nasdaq MRX Options matched market share 1.6 % 1.8 %
Total matched market share executed on Nasdaq's
exchanges 32.6 % 32.3 %
Nasdaq Nordic and Nasdaq Baltic options and futures
Total average daily volume of options and
futures contracts 267,137 241,653
Nine Months Ended September 30,
2022 2021
U.S. equity options
Total industry average daily volume (in
millions) 37.9 36.7
Nasdaq PHLX matched market share 11.4 % 12.6 %
The Nasdaq Options Market matched market share 8.3 % 8.2 %
Nasdaq BX Options matched market share 2.7 % 1.1 %
Nasdaq ISE Options matched market share 5.6 % 6.6 %
Nasdaq GEMX Options matched market share 2.3 % 4.9 %
Nasdaq MRX Options matched market share 1.7 % 1.5 %
Total matched market share executed on Nasdaq's
exchanges 32.0 % 34.9 %
Nasdaq Nordic and Nasdaq Baltic options and futures Total average daily volume of options and futures contracts
303,095 286,794
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
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Equity derivative trading and clearing revenues increased in the three months
ended September 30, 2022 compared with the same period in 2021 primarily due to
higher Section 31 pass-through fee revenue, higher U.S. industry trading volumes
and higher U.S. matched market share executed on Nasdaq's exchanges, partially
offset by lower gross capture rate. Equity derivative trading and clearing
revenues decreased in the nine months ended September 30, 2022 compared with the
same period in 2021 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.
industry trading volumes and higher Section 31 pass-through fee revenue.
Equity derivative trading and clearing revenues less transaction-based expenses
increased in the three and nine months ended September 30, 2022 compared with
the same periods in 2021 primarily due to higher U.S. and European industry
trading volumes. The increase in the nine months ended September 30, 2022 was
also driven by higher U.S. capture rates and lower transaction rebates,
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 three and nine months ended September
30, 2022 compared with same periods in 2021 primarily due to higher average SEC
fee rates, following the increase in SEC 31 fee rates in May 2022 .
Transaction rebates, in which we credit a portion of the execution charge to the
market participant, remained relatively flat in three months ended September 30,
2022 and decreased in the nine months ended September 30, 2022 compared with the
same periods in 2021. The decrease in the nine months ended September 30, 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 September 30,
2022 2021 Percentage Change
(in millions)
Cash Equity Trading Revenues $ 514 $ 390 31.8 %
Transaction-based expenses:
Transaction rebates (272) (252) 7.9 %
Brokerage, clearance and exchange fees (145) (42) 245.2 %
Cash equity trading revenues less
transaction-based expenses $ 97 $ 96 1.0 %
Nine Months Ended September 30,
2022 2021 Percentage Change
(in millions)
Cash Equity Trading Revenues $ 1,570 $ 1,423 10.3 %
Transaction-based expenses:
Transaction rebates (945) (872) 8.4 %
Brokerage, clearance and exchange fees (315) (212) 48.6 %
Cash equity trading revenues less
transaction-based expenses $ 310 $ 339 (8.6) %
In the tables above, brokerage, clearance and exchange fees includes Section 31
fees of $140 million in the three months ended September 30, 2022 , $35 million
in the three months ended September 30, 2021 , $296 million in the nine months
ended September 30, 2022 and $187 million in the nine months ended September 30,
2021 . Section 31 fees are recorded as cash equity trading revenues with a
corresponding amount recorded in transaction-based expenses.
39
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Three Months Ended September 30,
2022 2021
Total U.S. -listed securities
Total industry average daily share volume (in
billions) 10.9 9.8
Matched share volume (in billions) 119.9 106.5
The Nasdaq Stock Market matched market share 15.9 % 15.9 %
Nasdaq BX matched market share 0.5 % 0.5 %
Nasdaq PSX matched market share 0.8 % 0.6 %
Total matched market share executed on Nasdaq's
exchanges 17.2 % 17.0 %
Market share reported to the FINRA /Nasdaq Trade
Reporting Facility 36.9 % 34.3 %
Total market share 54.1 % 51.3 %
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades executed on
Nasdaq's exchanges 784,672 989,688
Total average daily value of shares traded (in
billions) $ 4.3 $ 5.7
Total market share executed on Nasdaq's exchanges 71.1 % 76.3 %
Nine Months Ended September 30,
2022 2021
Total U.S. -listed securities
Total industry average daily share volume (in
billions) 12.1 11.6
Matched share volume (in billions) 401.2 373.3
The Nasdaq Stock Market matched market share 16.3 % 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 17.6 % 17.1 %
Market share reported to the FINRA /Nasdaq Trade
Reporting Facility 34.8 % 35.0 %
Total market share 52.4 % 52.1 %
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades executed on
Nasdaq's exchanges 953,090 1,033,316
Total average daily value of shares traded (in
billions) $ 5.6 $ 6.4
Total market share executed on Nasdaq's exchanges 72.1 % 77.4 %
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 three and nine months ended
September 30, 2022 compared with the same periods in 2021 primarily due to
higher Section 31 pass-through fee revenue, higher U.S. industry trading volumes
and higher U.S. matched market share executed on Nasdaq's exchanges, partially
offset by lower gross capture rate, lower European market share and an
unfavorable impact of changes in foreign exchange rates.
Cash equity trading revenues less transaction-based expenses increased in the
three months ended September 30, 2022 compared with the same period in 2021
primarily due to higher U.S. industry trading volumes and capture rate,
partially offset by the unfavorable impact of changes in foreign exchange rates
and lower European industry trading volumes. Cash equity trading revenues less
transaction-based expenses decreased in the nine months ended September 30, 2022
compared with the same period in 2021 primarily due to lower capture rate, the
unfavorable impact of changes in foreign exchange rates and lower European
market share, partially offset by higher U.S. industry trading volumes and
higher U.S. matched market share executed on Nasdaq's exchanges.
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 three and nine months ended September
30, 2022 compared with the same periods in 2021 primarily due to higher average
SEC fee rates.
Transaction rebates increased in the three and nine months ended September 30,
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 U.S. industry volumes and
higher U.S. matched market share executed on Nasdaq's exchanges. The increase in
the three months ended September 30, 2022 was partially offset by lower rebate
capture rate.
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FICC Revenues
The following tables present revenues from our FICC business:
Three Months Ended September 30,
2022 2021 Percentage Change
(in millions)
FICC Revenues $ 15 $ 13 15.4 %
Nine Months Ended September 30,
2022 2021 Percentage Change
(in millions)
FICC Revenues $ 41 $ 44 (6.8) %
FICC revenues increased in the three months ended September 30, 2022 compared
with the same period in 2021 primarily due to higher collateral management
services revenues, partially offset by the unfavorable impact of changes in
foreign exchange rates and lower commodities products revenues. FICC revenues
decreased in the nine months ended September 30, 2022 compared with the same
period in 2021 primarily due to the unfavorable impact of changes in foreign
exchange rates and lower commodities products revenues, partially offset by
higher collateral management services revenues.
Trade Management Services Revenues
The following tables present revenues and key drivers from our Trade Management
Services business:
Three Months Ended September 30,
2022 2021 Percentage Change
(in millions)
Trade Management Services Revenues $ 86 $ 78 10.3 %
Nine Months Ended September 30,
2022 2021 Percentage Change
(in millions)
Trade Management Services Revenues $ 249 $ 232 7.3 %
Three Months Ended September 30,
2022 2021
(in millions)
ARR $ 342 $ 310 Trade management services revenues increased in the three and nine months ended
OTHER REVENUES
For the nine months endedSeptember 30, 2022 and the three and nine months endedSeptember 30, 2021 , other revenues include revenues related to our Nordic broker services business for which we completed the wind-down inJune 2022 . For the three and nine months endedSeptember 30, 2022 , other revenues also include a transitional services agreement associated with a divested business. For the nine months endedSeptember 30, 2021 , other revenues include the revenues associated with ourU.S. Fixed Income business, which was sold inJune 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 inJuly 2021 to a standalone, independent company, of which we own the largest minority interest, together with a consortium of third-party financial institutions. Prior toJuly 2021 , these revenues were included in our Corporate Platforms segment. 41
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EXPENSES
Operating Expenses
The following tables present our operating expenses:
Three Months Ended September 30,
2022 2021 Percentage Change
(in millions)
Compensation and benefits $ 249 $ 230 8.3 %
Professional and contract
services 34 36 (5.6) %
Computer operations and data
communications 50 47 6.4 %
Occupancy 25 27 (7.4) %
General, administrative and other 38 42 (9.5) %
Marketing and advertising 10 12 (16.7) %
Depreciation and amortization 63 67 (6.0) %
Regulatory 9 8 12.5 %
Merger and strategic initiatives 14 13 7.7 %
Total operating expenses $ 492 $ 482 2.1 %
Nine Months Ended September 30,
2022 2021 Percentage Change
(in millions)
Compensation and benefits $ 750 $ 700 7.1 %
Professional and contract
services 97 101 (4.0) %
Computer operations and data
communications 150 137 9.5 %
Occupancy 78 81 (3.7) %
General, administrative and other 94 66 42.4 %
Marketing and advertising 31 32 (3.1) %
Depreciation and amortization 195 197 (1.0) %
Regulatory 24 22 9.1 %
Merger and strategic initiatives 41 70 (41.4) %
Restructuring charges - 31 (100.0) %
Total operating expenses $ 1,460 $ 1,437 1.6 %
The increase in compensation and benefits expense in the three and nine months
ended September 30, 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.
The favorable impact from foreign exchange rates was $13 million and $30 million
for the three and nine months ended September 30, 2022 , respectively.
Headcount increased to 6,300 employees as of
Professional and contract services expense decreased in the three and nine months endedSeptember 30, 2022 compared with the same periods in 2021 primarily due to a favorable impact from foreign exchange rates and a decrease in legal fees. Computer operations and data communications expense increased in the three and nine months endedSeptember 30, 2022 compared with the same periods in 2021 primarily due to higher software costs and higher costs related to new cloud initiatives. Occupancy expense decreased in the three and nine months endedSeptember 30, 2022 compared with the same periods in 2021 primarily due to a favorable impact from foreign exchange rates. General, administrative and other expense decreased in the three months endedSeptember 30, 2022 compared with the same period in 2021 due to a pre-tax charge recorded in the three months endedSeptember 30, 2021 in connection with the early extinguishment of our 2023 notes, partially offset by an accrual related to a legal matter and higher travel costs in 2022. The increase in the nine months endedSeptember 30, 2022 compared with the same period in 2021 was primarily due to an accrual related to a legal matter and higher travel costs.
Marketing and advertising decreased in the three and nine months ended
Depreciation and amortization expense decreased in the three and nine months
ended
Regulatory expense increased in the three and nine months ended
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.
42
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See Note 19, "Restructuring Charges," to the condensed consolidated financial
statements for further discussion of our 2019 restructuring plan and charges
associated with this plan.
Non-operating Income and Expenses
The following table presents our non-operating income and expenses:
Three Months Ended September 30,
2022 2021 Percentage Change
(in millions)
Interest income $ 2 $ - N/M
Interest expense (32) (33) (3.0) %
Net interest expense (30) (33) (9.1) %
Other income 6 42 (85.7) %
Net income from unconsolidated investees 8 6 33.3 %
Total non-operating income (expenses) $ (16) $ 15 (206.7) %
Nine Months Ended September 30,
2022 2021 Percentage Change
(in millions)
Interest income $ 3 $ 1 200.0 %
Interest expense (96) (95) 1.1 %
Net interest expense (93) (94) (1.1) %
Net gain on divestiture of business - 84 (100.0) %
Other income 8 43 (81.4) %
Net income from unconsolidated investees 23 90 (74.4) %
Total non-operating income (expenses) $ (62) $ 123 (150.4) %
_______
N/M Not meaningful.
The following table presents our interest expense:
Three Months Ended September 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) %
Nine Months Ended September 30,
2022 2021 Percentage Change
(in millions)
Interest expense on debt $ 89 $ 87 2.3 %
Accretion of debt issuance costs
and debt discount 5 6 (16.7) %
Other fees 2 2 - %
Interest expense $ 96 $ 95 1.1 %
Interest income increased in the three and nine months ended September 30, 2022
compared with the same periods in 2021 primarily due to an increase in interest
rates.
Interest expense remained relatively flat in the three and nine months ended
The net gain on divestiture of business in the nine months endedSeptember 30, 2021 relates to the sale of ourU.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$84 million , net of disposal costs. See "2021 Divestiture," of Note 4, "Acquisitions and Divestiture," to the condensed consolidated financial statements for further discussion. Other income decreased in the three and nine months endedSeptember 30, 2022 compared with the same periods in 2021 primarily due to gains from strategic investments related to our corporate venture program in the prior year. Net income from unconsolidated investees decreased in the three and nine months endedSeptember 30, 2022 compared with the same periods in 2021 primarily due to a decrease in income recognized from our equity method investment in OCC. See "Equity Method Investments," of Note 6, "Investments," to the condensed consolidated financial statements for further discussion. 43 --------------------------------------------------------------------------------
Tax Matters
The following table presents our income tax provision and effective tax rate:
Three Months Ended September 30,
2022 2021 Percentage Change
($ in millions)
Income tax provision $ 88 $ 83 6.0 %
Effective tax rate 23.0 % 22.4 %
Nine Months Ended September 30,
2022 2021 Percentage Change
(in millions)
Income tax provision $ 270 $ 292 (7.5) %
Effective tax rate 23.4 % 23.9 %
For further discussion of our tax matters, see Note 16, "Income Taxes," to the condensed consolidated financial statements.
NON-GAAP FINANCIAL MEASURES
In addition to disclosing results determined in accordance withU.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 withU.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 withU.S. GAAP. We recommend investors review theU.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 ourU.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 thanU.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 onU.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. 44 -------------------------------------------------------------------------------- •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 inJune 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 nine months endedSeptember 30, 2022 , other items include an accrual related to a legal matter. For the nine months endedSeptember 30, 2022 , and for the three and nine months endedSeptember 30, 2021 , other items include a loss on extinguishment of debt. These charges were included in general, administrative and other expense in our Condensed Consolidated Statements of Income. For the nine months endedSeptember 30, 2022 and 2021, other items also include net gains and losses from strategic investments entered into through our corporate venture program included in other income in our Condensed Consolidated Statements of Income. For the nine months endedSeptember 30, 2021 , other items also included a net gain on divestiture of businesses, which represents our pre-tax net gain of$84 million on the sale of ourU.S. Fixed Income business. •Significant tax items: The non-GAAP adjustment to the income tax provision for the three and nine months endedSeptember 30, 2022 and 2021 primarily includes the tax impact of each non-GAAP adjustment. In addition, for the three and nine months endedSeptember 30, 2021 , the non-GAAP adjustment to the income tax provision includes adjustments related to return-to-provision.
The following tables present reconciliations between
Three Months Ended
2022 2021
(in millions, except per share amounts)
U.S. GAAP net income attributable to Nasdaq $ 294 $ 288
Non-GAAP adjustments:
Amortization expense of acquired intangible assets 38 40
Merger and strategic initiatives expense 14 13
Net income from unconsolidated investee (8) (6)
Extinguishment of debt - 33
Other 17 (42)
Total non-GAAP adjustments 61 38
Total non-GAAP tax adjustments (20) (23)
Total non-GAAP adjustments, net of tax 41 15
Non-GAAP net income attributable to Nasdaq $ 335 $ 303
U.S. GAAP effective tax rate 23.0 % 22.4 %
Total adjustments from non-GAAP tax rate 1.4 % 3.5 %
Non-GAAP effective tax rate 24.4 % 25.9 %
Weighted-average common shares outstanding for diluted earnings per share
496.3 510.5
U.S. GAAP diluted earnings per share $ 0.59 $ 0.56
Total adjustments from non-GAAP net income 0.09 0.03
Non-GAAP diluted earnings per share $ 0.68 $ 0.59
45
--------------------------------------------------------------------------------
Nine
Months Ended
2022 2021
(in millions, except per share amounts)
U.S. GAAP net income attributable to Nasdaq $ 884 $ 928
Non-GAAP adjustments:
Amortization expense of acquired intangible assets 116 116
Merger and strategic initiatives expense 41 70
Restructuring charges - 31
Net income from unconsolidated investee (23) (88)
Extinguishment of debt 16 33
Net gain on divestiture of business - (84)
Other 19 (37)
Total non-GAAP adjustments 169 41
Total non-GAAP tax adjustments (48) (24)
Total non-GAAP adjustments, net of tax 121 17
Non-GAAP net income attributable to Nasdaq $ 1,005 $ 945
U.S. GAAP effective tax rate 23.4 % 23.9 %
Total adjustments from non-GAAP tax rate 0.7 % 1.2 %
Non-GAAP effective tax rate 24.1 % 25.1 %
Weighted-average common shares outstanding for diluted earnings per share
498.2 503.7
U.S. GAAP diluted earnings per share $ 1.77 $ 1.84
Total adjustments from non-GAAP net income 0.25 0.04
Non-GAAP diluted earnings per share $ 2.02 $ 1.88
LIQUIDITY AND CAPITAL RESOURCES
Historically, we have funded our operating activities and met our commitments through cash generated by operations, augmented by the periodic issuance of our common stock and debt. Currently, our cost and availability of funding remain healthy. We continue to prudently assess our capital deployment strategy through balancing acquisitions, internal investments, debt repayments, and shareholder return activity, including share repurchases and dividends. In the near term, we expect that our operations and the availability under our revolving credit facility and commercial paper program will provide sufficient cash to fund our operating expenses, capital expenditures, debt repayments, any share repurchases, and any dividends. The value of various assets and liabilities, including cash and cash equivalents, receivables, accounts payable and accrued expenses, the current portion of long-term debt, and commercial paper, can fluctuate from month to month. Working capital (calculated as current assets less current liabilities) was$(484) million as ofSeptember 30, 2022 , compared with$(449) million as ofDecember 31, 2021 , a decrease of$35 million . The decrease was primarily driven by a net decrease in our current assets (decreases in cash and cash equivalents, financial investments and other current assets, partially offset by increases in receivables, net and restricted cash and cash equivalents) and a net increase in our current liabilities (increases in deferred revenue and other current liabilities, partially offset by decreases in short-term debt and accrued personnel costs).
Principal factors that could affect the availability of our internally-generated funds include:
• deterioration of our revenues in any of our business segments;
• changes in regulatory and working capital requirements; and
•an increase in our expenses.
Principal factors that could affect our ability to obtain cash from external sources include:
• operating covenants contained in our credit facilities that limit our total borrowing capacity;
• credit rating downgrades, which could limit our access to additional debt;
• a significant decrease in the market price of our common stock; and
• volatility or disruption in the public debt and equity markets.
The following table summarizes our financial assets:
September 30, 2022 December 31, 2021
(in millions)
Cash and cash equivalents $ 301 $ 393
Financial investments 129 208
Total financial assets $ 430 $ 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 September 30, 2022 ,
our cash and cash equivalents of $301 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
September 30, 2022 decreased $92 million from December 31, 2021 .
46
--------------------------------------------------------------------------------Repatriation of Cash
Our cash and cash equivalents held outside of theU.S. in various foreign subsidiaries totaled$224 million as ofSeptember 30, 2022 and$266 million as ofDecember 31, 2021 . The remaining balance held in theU.S. totaled$77 million as ofSeptember 30, 2022 and$127 million as ofDecember 31, 2021 .
Unremitted earnings of certain subsidiaries outside of the
Cash Flow Analysis
The following table summarizes the changes in cash flows:
Nine Months Ended
2022 2021 Percentage Change
Net cash provided by (used in): (in millions)
Operating activities $ 1,212 $ 699 73.4 %
Investing activities (25) (2,532) (99.0) %
Financing activities 4,275 (212) (2116.5) %
Effect of exchange rate changes on cash and cash
equivalents and restricted cash and cash
equivalents (1,724) (186) 826.9 %
Net increase (decrease) in cash and cash
equivalents and restricted cash and cash
equivalents 3,738 (2,231) (267.5) %
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
$ 9,234 $ 3,748 146.4 %
Reconciliation of Cash, Cash Equivalents and
Restricted Cash and Cash Equivalents
Cash and cash equivalents $ 301 $ 303 (0.7) %
Restricted cash and cash equivalents 51 29 75.9 %
Restricted cash and cash equivalents (default funds
and margin deposits) 8,882 3,416 160.0 %
Total $ 9,234 $ 3,748 146.4 %
We have adjusted prior period presentation of opening and ending amounts of
cash, cash equivalents, and restricted cash and cash equivalents in our
condensed consolidated statements of cash flows to include restricted cash and
cash equivalents related to the default funds and margin deposits. See Note 2,
"Summary of Significant Accounting Policies," to the condensed consolidated
financial statements for further discussion of this adjustment.
Net Cash Provided by Operating Activities
Net cash provided by operating activities primarily consists of net income adjusted for certain non-cash items such as: depreciation and amortization expense of property and equipment; amortization expense of acquired finite-lived intangible assets; expense associated with share-based compensation; deferred income taxes; expense associated with extinguishment of debt; and net income from unconsolidated investees. Net cash provided by operating activities is also impacted by the effects of changes in operating assets and liabilities such as: accounts receivable and deferred revenue which are impacted by the timing of customer billings and related collections from our customers; accounts payable and accrued expenses due to timing of payments; accrued personnel costs, which are impacted by employee performance targets and the timing of payments related to employee bonus incentives; and Section 31 fees payable to theSEC , which is impacted by the changes inSEC fee rates and the timing of collections from customers and payments to theSEC . Net cash provided by operating activities increased$513 million for the nine months endedSeptember 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 ofVerafin , including a tax obligation paid on behalf ofVerafin 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 ofVerafin . Section 31 fees payable to theSEC also contributed to the increase due to higherSEC fee rates in 2022. The remaining change was primarily due to other fluctuations in our working capital.
Net cash used in investing activities for the nine months endedSeptember 30, 2022 primarily related to purchases of property and equipment of$118 million and$41 million cash used for acquisitions, net of cash and cash equivalents acquired, partially offset by proceeds of$48 million from other investing activities, net purchases of investments related to default funds and margin deposits of$44 million and net proceeds from sales and redemptions of securities of$42 million . Net cash used in investing activities for the nine months endedSeptember 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 ofVerafin ,$113 million of purchases of property and equipment, net purchases of investments related to default funds and margin deposits of$92 million and other investing activities of$84 million , partially offset by proceeds from the divestiture of a business, net of cash divested$190 million .
Net Cash Provided by Financing Activities
Net cash provided by financing activities for the nine months endedSeptember 30, 2022 primarily related to an increase in default funds and margin deposits of$5,446 million and 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,$285 million of dividend payments to our shareholders and$221 million repayment of our commercial paper, net. 47 -------------------------------------------------------------------------------- Net cash used in financing activities for the nine months endedSeptember 30, 2021 primarily related to repayment of borrowings under our credit commitment and debt obligations of$804 million ,$475 million of repurchases pursuant to the ASR agreement,$410 million in repurchases of common stock, and$260 million of dividend payments to our shareholders, partially offset by proceeds of$826 million from the issuances of long-term-debt and utilization of credit commitment, an increase in default funds and margin deposits of$489 million and$480 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$129 million as ofSeptember 30, 2022 and$208 million as ofDecember 31, 2021 . Of these securities,$118 million as ofSeptember 30, 2022 and$162 million as ofDecember 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 ofSeptember 30, 2022 , our required regulatory capital of$121 million was comprised of highly rated European government debt securities that are included in financial investments and restricted cash and cash equivalents 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 ofSeptember 30, 2022 , the combined required minimum net capital totaled$1 million and the combined excess capital totaled$21 million , substantially all of which is held in cash and cash equivalents in the Condensed Consolidated Balance Sheets. The required minimum net capital is included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets.
Nordic and Baltic Exchange Regulatory Capital Requirements
The entities that operate trading venues in the Nordic and Baltic countries are each subject to local regulations and are required to maintain regulatory capital intended to ensure their general financial soundness and liquidity. As ofSeptember 30, 2022 , our required regulatory capital of$31 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 ofSeptember 30, 2022 , other required regulatory capital of$10 million , primarily related toNasdaq Central Securities Depository , was primarily invested in European government debt securities that are included in financial investments and cash, which is included in restricted cash and cash equivalents 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 "
48
--------------------------------------------------------------------------------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 $ 0.18 $ 0.16
Second quarter 0.20 0.18
Third quarter 0.20 0.18
Total $ 0.58 $ 0.52
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 September 30, 2022 December 31, 2021
(in millions)
Short-term debt:
Commercial paper $ 199 $ 420
2022 Notes December 2022 600 598
2024 Notes June 2024 - 499
Total short-term debt $ 799 $ 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 583 676
2030 Notes February 2030 583 676
2031 Notes January 2031 644 643
2033 Notes July 2033 597 694
2040 Notes December 2040 644 644
2050 Notes April 2050 486 486
2052 Notes March 2052 541 -
Total long-term debt $ 4,573 $ 4,313
Total debt obligations $ 5,372 $ 5,830
In the table above, the 2024 Notes were reclassified to short-term debt as of
In addition to the 2020 Credit Facility, we also have other credit facilities primarily to support our Nasdaq Clearing operations inEurope , as well as to provide a cash pool credit line for one subsidiary. These credit facilities, which are available in multiple currencies, totaled$173 million as ofSeptember 30, 2022 and$212 million as ofDecember 31, 2021 in available liquidity, none of which was utilized.
As of
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 theSEC February 23, 2022 .
Off-Balance Sheet Arrangements
For discussion of off-balance sheet arrangements see:
• Note 14, "Clearing Operations," to the condensed consolidated financial statements for further discussion of our non-cash default fund contributions and margin deposits received for clearing operations; and
• Note 17, "Commitments, Contingencies and Guarantees," to the condensed consolidated financial statements for further discussion of:
•Guarantees issued and credit facilities available;
•Other guarantees;
•Routing brokerage activities;
•Legal and regulatory matters; and
•Tax audits.
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