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Business Segments | 12 Months Ended
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Dec. 31, 2022
Segment Reporting [Abstract] |
Business Segments | BUSINESS SEGMENTS In 2022, we announced a new organizational structure which aligns our businesses more closely with the foundational shifts that are driving the evolution of the global financial system. In order to amplify our strategy, we aligned the Company more closely with evolving client needs. During the fourth quarter of 2022, we began to manage, operate and provide our products and services in line with this new divisional structure. As a result, our four previous business segments, Market Technology, Investment Intelligence, Corporate Platforms and Market Services have been changed to align with our new corporate structure that includes three business segments: Market Platforms, Capital Access Platforms and Anti-Financial Crime. See Note 1, “Organization and Nature of Operations,” for further discussion of our reportable segments. This Annual Report on Form 10-K presents our results in alignment with the new corporate structure. All periods presented are restated to reflect the new structure. Our management allocates resources, assesses performance and manages these businesses as three separate segments. We evaluate the performance of our segments based on several factors, of which the primary financial measure is operating income. Results of individual businesses are presented based on our management accounting practices and structure. Our chief operating decision maker does not review total assets or statements of income below operating income by segments as key performance metrics; therefore, such information is not presented below. The following table presents certain information regarding our business segments for the years ended December 31, 2022, 2021 and 2020:
| Year Ended December 31,
| 2022 |  | 2021 |  | 2020
Market Platforms | (in millions)
Total revenues | $ | 4,225 |  |  | $ | 4,048 |  |  | $ | 4,179 |
Transaction-based expenses | (2,644) |  |  | (2,466) |  |  | (2,722) |
Revenues less transaction-based expenses | 1,581 |  |  | 1,582 |  |  | 1,457 |
Depreciation and amortization* | 59 |  |  | 64 |  |  | 55 |
Operating income | 859 |  |  | 893 |  |  | 784 |
Purchase of property and equipment | 83 |  |  | 96 |  |  | 125 |
Capital Access Platforms |  |  |  |  |
Total revenues | 1,684 |  |  | 1,568 |  |  | 1,287 |
Depreciation and amortization* | 36 |  |  | 34 |  |  | 30 |
Operating income | 916 |  |  | 844 |  |  | 651 |
Purchase of property and equipment | 50 |  |  | 50 |  |  | 54 |
Anti-Financial Crime |  |  |  |  |
Total revenues | 306 |  |  | 231 |  |  | 116 |
Depreciation and amortization* | 10 |  |  | 8 |  |  | 6 |
Operating income | 80 |  |  | 44 |  |  | 35 |
Purchase of property and equipment | 19 |  |  | 17 |  |  | 9 |
Corporate Items |  |  |  |  |
Total revenues | 11 |  |  | 39 |  |  | 43 |
Depreciation and amortization | 153 |  |  | 172 |  |  | 111 |
Operating loss | (291) |  |  | (340) |  |  | (236) |
Consolidated |  |  |  |  |
Total revenues | $ | 6,226 |  |  | $ | 5,886 |  |  | $ | 5,625 |
Transaction-based expenses | (2,644) |  |  | (2,466) |  |  | (2,722) |
Revenues less transaction-based expenses | $ | 3,582 |  |  | $ | 3,420 |  |  | $ | 2,903 |
Depreciation and amortization | $ | 258 |  |  | $ | 278 |  |  | $ | 202 |
Operating income | $ | 1,564 |  |  | $ | 1,441 |  |  | $ | 1,234 |
Purchase of property and equipment | $ | 152 |  |  | $ | 163 |  |  | $ | 188 |
*excludes amortization of acquired intangible assets. Certain amounts are allocated to Corporate Items in our management reports as we believe they do not contribute to a meaningful evaluation of a particular segment's ongoing operating performance. These items, which are presented in the table below, include the following: •Amortization expense of acquired intangible assets: We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations. As such, if intangible asset amortization is included in performance measures, it is more difficult to assess the day-to-day operating performance of the segments, and the relative operating performance of the segments between periods. Management does not consider intangible asset amortization expense for the purpose of evaluating the performance of our segments or their managers or when making decisions to allocate resources. Therefore, we believe performance measures excluding intangible asset amortization expense provide management with a useful representation of our segments' ongoing activity in each period. •Merger and strategic initiatives expense: We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years that have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third-party transaction costs. The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transaction. Management does not consider merger and strategic initiatives expense for the purpose of evaluating the performance of our segments or their managers or when making decisions to allocate resources. Therefore, we believe performance measures excluding merger and strategic initiatives expense provide management with a useful representation of our segments' ongoing activity in each period. •Restructuring charges: In October 2022, following our September announcement to realign our segments and leadership, we initiated a divisional alignment program with a focus on realizing the full potential of this structure. In 2019, we initiated the transition of certain technology platforms to advance our strategic opportunities as a technology and analytics provider and continue the realignment of certain business areas. See Note 20, “Restructuring Charges,” for further discussion of these plans. We believe performance measures excluding restructuring charges provide management with a useful representation of our segments' ongoing activity in each period. •Revenues and expenses - divested/contributed businesses: For 2022 and 2021, we have included in corporate items the revenues and expenses of our U.S. Fixed Income business, which was previously included in our Market Platforms and Capital Access Platforms results. See “2021 Divestiture,” of Note 4, “Acquisitions and Divestiture,” for further discussion of this divestiture. Also included are the revenues and expenses of our Nordic broker services business for which we completed the wind-down in June 2022. For 2021 and 2020, we included in corporate items the revenues and expenses associated with the NPM business which we contributed to a standalone, independent company, of which we own the largest minority interest, together with a consortium of third-party financial institutions in July 2021. Prior to July, these revenues were previously included in our Capital Access Platforms results. •Other items: We have included certain other charges or gains in corporate items, to the extent we believe they should be excluded when evaluating the ongoing operating performance of each individual segment. Other items include: ◦for the year ended December 31, 2022, accruals related to a legal matter, included in general, administrative and other expense in our Consolidated Statements of Income and a regulatory matter offset by the release of $5 million in relation to the reduction of the administrative fine issued by the SFSA included in regulatory expense in our Consolidated Statements of Income; ◦for the year ended December 31, 2021 a charge related to an administrative fine imposed by the SFSA. The 2022 and 2021 SFSA fine is associated with the default that occurred in 2018, see “Nasdaq Commodities Clearing Default,” of Note 15, “Clearing Operations,” for further discussion; and for the year ended December 31, 2020 the reversal of a regulatory fine issued by the SFSA. All charges and releases have been included in regulatory expense in the Consolidated Statements of Income; ◦for the year ended December 31, 2020, a provision for notes receivable associated with the funding of technology development for the consolidated audit trail; ◦for the years ended December 31, 2022, 2021 and 2020, a charge on extinguishment of debt; ◦for the year ended December 31, 2020, charitable donations made to the Nasdaq Foundation, COVID-19 response and relief efforts, and social justice charities; and ◦for the years ended December 31, 2022 and 2020, certain litigation costs which are recorded in professional and contract services expense in the Consolidated Statements of Income. The above charges are recorded in general, administrative and other expense, unless otherwise noted, in our Consolidated Statements of Income. The following table summarizes our Corporate Items:
| Year Ended December 31,
| 2022 |  | 2021 |  | 2020
| (in millions)
Revenues - divested/contributed businesses | $ | 11 |  |  | $ | 39 |  |  | $ | 43 |
Expenses: |  |  |  |  |
Amortization expense of acquired intangible assets | 153 |  |  | 170 |  |  | 103 |
Merger and strategic initiatives expense | 82 |  |  | 87 |  |  | 33 |
Restructuring charges | 15 |  |  | 31 |  |  | 48 |
Regulatory matters | 1 |  |  | 33 |  |  | (6) |
Provision for notes receivable | — |  |  | — |  |  | 6 |
Extinguishment of debt | 16 |  |  | 33 |  |  | 36 |
Charitable donations | — |  |  | — |  |  | 17 |
Expenses - divested/contributed businesses | 5 |  |  | 16 |  |  | 24 |
Other | 30 |  |  | 9 |  |  | 18 |
Total expenses | 302 |  |  | 379 |  |  | 279 |
Operating loss | $ | (291) |  |  | $ | (340) |  |  | $ | (236) |
For further discussion of our segments’ results, see “Segment Operating Results,” of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Geographic Data The following table presents total revenues and property and equipment, net by geographic area for 2022, 2021 and 2020. Revenues are classified based upon the location of the customer. Property and equipment information is based on the physical location of the assets.
| Total Revenues |  | Property and Equipment, Net
2022: | (in millions)
United States | $ | 5,100 |  |  | $ | 344 |
All other countries | 1,126 |  |  | 188 |
Total | $ | 6,226 |  |  | $ | 532 |
2021: |  |  |
United States | $ | 4,822 |  |  | $ | 325 |
All other countries | 1,064 |  |  | 184 |
Total | $ | 5,886 |  |  | $ | 509 |
2020: |  |  |
United States | $ | 4,662 |  |  | $ | 311 |
All other countries | 963 |  |  | 164 |
Total | $ | 5,625 |  |  | $ | 475 |
Our property and equipment, net for all other countries primarily includes assets held in Sweden. No single customer accounted for 10.0% or more of our revenues in 2022, 2021 and 2020.

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- Definition The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 31 -URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 34 -URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 21 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 40 -URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 32 -Subparagraph (f) -URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 32 -Subparagraph (e) -URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 26 -URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8844-108599 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 41 -URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 32 -Subparagraph (d) -URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 22 -URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 42 -URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 15 -URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 21 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -URI https://asc.fasb.org/topic&trid=2134510 + Details
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