Nasdaq, Inc. (Nasdaq: NDAQ) today reported financial results for
the second quarter of 2022.
- Second quarter 2022 net revenues1 increased 6% compared to the
second quarter of 2021. Solutions segments2 revenues increased 10%,
including 12% organic growth, partially offset by a negative 2% FX
impact.
- Annualized Recurring Revenue (ARR)3 increased 9% compared to
the second quarter of 2021. Annualized SaaS revenues increased 12%
and represented 35% of ARR.
- Second quarter 2022 GAAP diluted earnings per share decreased
10% compared to the second quarter of 2021 primarily due to a gain
on a divestiture in the prior year period. Second quarter 2022
non-GAAP4 diluted earnings per share increased 9% compared to the
second quarter of 2021.
- During the first six months of 2022, the company returned $819
million to shareholders, including $633 million in share
repurchases and $186 million in dividends.
- After receiving the required regulatory and shareholder
approvals, the Board declared a three-for-one stock split, with
trading of NDAQ on a split-adjusted basis to begin on August 29,
2022.
SECOND QUARTER 2022
HIGHLIGHTS
(US$ millions, except per share) |
2Q22 |
% Change (YoY) |
Solutions Segments Revenues |
$582 |
10% |
Market Services Net Revenues |
$310 |
1% |
Net Revenues |
$893 |
6% |
ARR |
$1,965 |
9% |
GAAP Diluted EPS |
$1.85 |
(10)% |
Non-GAAP Diluted EPS |
$2.07 |
9% |
Adena Friedman, President and CEO
said, “Nasdaq’s robust second quarter results and continued
top-line growth demonstrate the importance of our diverse and
distinctive offerings to our clients, even during challenging
market environments. I am proud of our ability to deliver
consistently while positioning our company to capture future growth
opportunities through focused investments.”
Ann Dennison, Executive Vice President and
CFO said, “As we begin the second half of the year, our
carefully calibrated investments are supporting our continued
growth across Anti Financial Crime solutions, Analytics and ESG,
while maintaining our strong margins and scalability.”
FINANCIAL REVIEW
• Second quarter 2022 net revenues were $893
million, an increase of $47 million, or 6%, from $846 million in
the prior year period. Net revenues reflected a $76 million, or 9%,
positive impact from organic growth, including positive
contribution from all segments, partially offset by a $19 million
decrease from the impact of changes in FX rates and a $10 million
decrease from the net impact of acquisitions and divestitures.
• Solutions segments revenues were $582
million in the second quarter of 2022, an increase of $55 million,
or 10%. The increase reflects a $65 million, or 12%, positive
impact from organic growth, partially offset by a $10 million
decrease from the impact of changes in FX rates.
• Market Services net revenues were $310
million in the second quarter of 2022, an increase of $2 million,
or 1%. The increase reflects a $11 million, or 4%, positive impact
from organic growth, partially offset by a $9 million decrease from
the impact of changes in FX rates.
• Second quarter 2022 GAAP operating expenses
increased $11 million, or 2%, versus the prior year period. The
increase primarily reflects higher general, administrative and
other expense, compensation and benefits expense, and computer
operations and data communications expense, partially offset by
lower restructuring charges and professional and contract services
expense.
• Second quarter 2022 non-GAAP operating
expenses increased $21 million, or 5% versus the prior year period.
The increase reflects a $42 million, or 11%, organic increase over
the prior year period, partially offset by a $17 million decrease
from the impact of changes in FX rates and a $4 million decrease
from the net impact of acquisitions and divestitures. The organic
increase primarily reflects higher compensation and benefits
expense, general, administrative and other expense, and computer
operations and data communications expense, partially offset by
lower professional and contract services expense.
• The company repurchased $166 million in
shares of its common stock in the second quarter of 2022, including
the completion of a share repurchase program to offset dilution
related to the divestiture of our U.S. Fixed Income business. As of
June 30, 2022, there was $293 million remaining under the
board authorized share repurchase program.
• The Board of Directors has approved and
declared a three-for-one stock split in the form of a stock
dividend on each share of common stock. The company’s shareholders,
and the SEC, approved the company’s proposed charter amendment to
increase the number of authorized shares of common stock, and
trading on a split-adjusted basis is expected to take place on
August 29, 2022.
2022 EXPENSE AND TAX GUIDANCE
UPDATE5
• The company is narrowing its 2022 non-GAAP
operating expense guidance to a range of $1,710 to $1,740 million.
Nasdaq continues to expect its 2022 non-GAAP tax rate to be in the
range of 24% to 26%.
STRATEGIC AND BUSINESS
UPDATES
- Nasdaq’s annualized SaaS revenues in the second quarter
of 2022 increased 12% year over year. Annualized SaaS
revenues totaled $679 million in the second quarter of 2022,
representing 35% of total company ARR, up from 33% in the second
quarter of 2021. The 12% year over year increase in annualized SaaS
revenues primarily reflects strong growth in our Anti Financial
Crime and Analytics businesses.
- Corporate Platforms delivered strong year over year
growth from both Listing Services and IR and ESG Services, and
Nasdaq has further expanded its ESG capabilities with the
acquisition of Metrio. Listing Services revenues rose 15%
to $107 million as the number of Nasdaq-listed corporate issuers
increased 11% versus the prior year period. IR & ESG Services
revenues in the second quarter of 2022 increased 9% and the number
of clients increased 6%. Nasdaq also acquired Metrio, an ESG data
collection, analytics and reporting services provider, which
expands our platform of SaaS solutions.
- Investment Intelligence continues to deliver strong
revenue growth led by Index and Analytics. The Analytics
business led by eVestment saw continued strong user adoption across
both asset owners and asset managers as annualized SaaS revenues
increased 12% to $215 million. In our Index business, revenue
growth remained robust with a 16% year over year increase. The
business continued to experience strong net inflows of $71 billion
over the last 12 months, helping to offset the impact of market
depreciation. Additionally, the number of contracts traded on
futures and options on futures tracking Nasdaq indexes increased
64% year over year.
- 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 continues to see higher
participation in our auctions as passive strategies become a larger
share of investment assets. As a result, 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 achieved strong new order
intake. 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 (CIX) to
leverage Nasdaq’s Marketplace Services Platform.
____________
- Represents revenues less transaction-based expenses.
- Constitutes revenues from Market Technology, Investment
Intelligence and Corporate Platforms segments.
- Annualized Recurring Revenue (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
currently 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.
- Refer to our reconciliations of U.S. GAAP to non-GAAP net
income, diluted earnings per share, operating income and operating
expenses, included in the attached schedules.
- U.S. GAAP operating expense and tax rate guidance are not
provided due to the inherent difficulty in quantifying certain
amounts due to a variety of factors including the unpredictability
in the movement in foreign currency rates, as well as future
charges or reversals outside of the normal course of business.
ABOUT NASDAQ
Nasdaq (Nasdaq: NDAQ) is a global technology
company serving the capital markets and other industries. Our
diverse offering of data, analytics, software and services enables
clients to optimize and execute their business vision with
confidence. To learn more about the company, technology solutions
and career opportunities, visit us on LinkedIn, on Twitter @Nasdaq,
or at www.nasdaq.com.
NON-GAAP INFORMATION
In addition to disclosing results determined in
accordance with U.S. GAAP, Nasdaq also discloses certain non-GAAP
results of operations, including, but not limited to, non-GAAP net
income attributable to Nasdaq, non-GAAP diluted earnings per share,
non-GAAP operating income, and non-GAAP operating expenses, that
include certain adjustments or exclude certain charges and gains
that are described in the reconciliation table of U.S. GAAP to
non-GAAP information provided at the end of this release.
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
results as the items described below in the reconciliation tables
do not reflect 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 a comparative
measure. Investors should not rely on any single financial measure
when evaluating our business. This 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
earnings release. When viewed in conjunction with our U.S. GAAP
results and the accompanying reconciliations, 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 those noted
above, to assess operating performance. We use these measures
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.
Organic revenue and expense growth, organic change
and organic impact are non-GAAP measures that reflect adjustments
for: (i) the impact of period-over-period changes in foreign
currency exchange rates, and (ii) the revenues, expenses and
operating income associated with acquisitions and divestitures for
the twelve month period following the date of the acquisition or
divestiture. Reconciliations of these measures are described within
the body of this release.
Foreign exchange impact: In countries with
currencies other than the U.S. dollar, revenues and expenses are
translated using monthly average exchange rates. Certain
discussions in this release isolate the impact of year-over-year
foreign currency fluctuations to better measure the comparability
of operating results between periods. Operating results excluding
the impact of foreign currency fluctuations are calculated by
translating the current period’s results by the prior period’s
exchange rates.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
Information set
forth in this communication contains forward-looking statements
that involve a number of risks and uncertainties. Nasdaq cautions
readers that any forward-looking information is not a guarantee of
future performance and that actual results could differ materially
from those contained in the forward-looking information. Such
forward-looking statements include, but are not limited to (i)
projections relating to our future financial results, total
shareholder returns, growth, trading volumes, products and
services, ability to transition to new business models, taxes and
achievement of synergy targets, (ii) statements about the closing
or implementation dates and benefits of certain acquisitions,
divestitures and other strategic, restructuring, technology,
de-leveraging and capital allocation initiatives, including the
proposed stock split, (iii) statements about our integrations of
our recent acquisitions, (iv) statements relating to any litigation
or regulatory or government investigation or action to which we are
or could become a party, and (v) other statements that are not
historical facts. Forward-looking statements involve a number of
risks, uncertainties or other factors beyond Nasdaq’s control.
These factors include, but are not limited to, Nasdaq’s ability to
implement its strategic initiatives, economic, political and market
conditions and fluctuations, geopolitical instability arising from
the Russian invasion of Ukraine, government and industry
regulation, interest rate risk, U.S. and global competition, the
impact of the COVID-19 pandemic on our business, operations,
results of operations, financial condition, workforce or the
operations or decisions of our customers, suppliers or business
partners, and other factors detailed in Nasdaq’s filings with the
U.S. Securities and Exchange Commission, including its annual
reports on Form 10-K and quarterly reports on Form 10-Q which are
available on Nasdaq’s investor relations website at
http://ir.nasdaq.com and the SEC’s website at www.sec.gov. Nasdaq
undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or
otherwise.
WEBSITE DISCLOSURE
Nasdaq intends to use its website, ir.nasdaq.com,
as a means for disclosing material non-public information and for
complying with SEC Regulation FD and other disclosure
obligations.
Media Relations Contact:
Will Briganti (646) 964-8169
william.briganti@nasdaq.com
Investor Relations Contact:
Ed Ditmire, CFA (212) 401-8737
ed.ditmire@nasdaq.com
-NDAQF-
Nasdaq, Inc. |
Condensed Consolidated Statements of Income |
(in millions, except per share amounts) |
(unaudited) |
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
June 30, |
|
June 30, |
|
June 30, |
|
June 30, |
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
Market Technology |
$ |
131 |
|
|
$ |
117 |
|
|
$ |
255 |
|
|
$ |
217 |
|
Investment Intelligence |
|
283 |
|
|
|
261 |
|
|
|
567 |
|
|
|
516 |
|
Corporate Platforms |
|
168 |
|
|
|
149 |
|
|
|
336 |
|
|
|
296 |
|
Market Services |
|
969 |
|
|
|
874 |
|
|
|
1,927 |
|
|
|
2,010 |
|
Other Revenues |
|
1 |
|
|
|
11 |
|
|
|
2 |
|
|
|
24 |
|
|
Total revenues |
|
1,552 |
|
|
|
1,412 |
|
|
|
3,087 |
|
|
|
3,063 |
|
Transaction-based expenses: |
|
|
|
|
|
|
|
Transaction rebates |
|
(529) |
|
|
|
(517) |
|
|
|
(1,111) |
|
|
|
(1,170) |
|
Brokerage, clearance and exchange fees |
|
(130) |
|
|
|
(49) |
|
|
|
(191) |
|
|
|
(196) |
|
Revenues less transaction-based expenses |
|
893 |
|
|
|
846 |
|
|
|
1,785 |
|
|
|
1,697 |
|
|
|
|
|
|
|
|
|
Operating Expenses: |
|
|
|
|
|
|
|
Compensation and benefits |
|
247 |
|
|
|
231 |
|
|
|
501 |
|
|
|
470 |
|
Professional and contract services |
|
29 |
|
|
|
38 |
|
|
|
64 |
|
|
|
65 |
|
Computer operations and data communications |
|
50 |
|
|
|
46 |
|
|
|
101 |
|
|
|
90 |
|
Occupancy |
|
25 |
|
|
|
26 |
|
|
|
52 |
|
|
|
55 |
|
General, administrative and other |
|
34 |
|
|
|
12 |
|
|
|
55 |
|
|
|
24 |
|
Marketing and advertising |
|
11 |
|
|
|
9 |
|
|
|
21 |
|
|
|
19 |
|
Depreciation and amortization |
|
65 |
|
|
|
68 |
|
|
|
132 |
|
|
|
131 |
|
Regulatory |
|
8 |
|
|
|
7 |
|
|
|
15 |
|
|
|
14 |
|
Merger and strategic initiatives |
|
12 |
|
|
|
12 |
|
|
|
27 |
|
|
|
57 |
|
Restructuring charges |
|
- |
|
|
|
21 |
|
|
|
- |
|
|
|
31 |
|
|
Total operating expenses |
|
481 |
|
|
|
470 |
|
|
|
968 |
|
|
|
956 |
|
Operating income |
|
412 |
|
|
|
376 |
|
|
|
817 |
|
|
|
741 |
|
Interest income |
|
- |
|
|
|
- |
|
|
|
1 |
|
|
|
1 |
|
Interest expense |
|
(32) |
|
|
|
(33) |
|
|
|
(64) |
|
|
|
(62) |
|
Net gain on divestiture of business |
|
- |
|
|
|
84 |
|
|
|
- |
|
|
|
84 |
|
Other income |
|
8 |
|
|
|
- |
|
|
|
2 |
|
|
|
1 |
|
Net income from unconsolidated investees |
|
9 |
|
|
|
27 |
|
|
|
15 |
|
|
|
84 |
|
Income before income taxes |
|
397 |
|
|
|
454 |
|
|
|
771 |
|
|
|
849 |
|
Income tax provision |
|
90 |
|
|
|
113 |
|
|
|
182 |
|
|
|
210 |
|
Net income |
|
307 |
|
|
|
341 |
|
|
|
589 |
|
|
|
639 |
|
Net loss attributable to noncontrolling interests |
|
- |
|
|
|
- |
|
|
|
1 |
|
|
|
- |
|
Net income attributable to Nasdaq |
$ |
307 |
|
|
$ |
341 |
|
|
$ |
590 |
|
|
$ |
639 |
|
|
|
|
|
|
|
|
|
Per share information: |
|
|
|
|
|
|
|
Basic earnings per share |
$ |
1.87 |
|
|
$ |
2.08 |
|
|
$ |
3.59 |
|
|
$ |
3.89 |
|
Diluted earnings per share |
$ |
1.85 |
|
|
$ |
2.05 |
|
|
$ |
3.55 |
|
|
$ |
3.83 |
|
Cash dividends declared per common share |
$ |
0.60 |
|
|
$ |
0.54 |
|
|
$ |
1.14 |
|
|
$ |
1.03 |
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding |
|
|
|
|
|
|
|
for earnings per share: |
|
|
|
|
|
|
|
Basic |
|
164.1 |
|
|
|
164.1 |
|
|
|
164.6 |
|
|
|
164.4 |
|
Diluted |
|
165.5 |
|
|
|
166.4 |
|
|
|
166.4 |
|
|
|
166.8 |
|
|
|
|
|
|
|
|
|
|
Nasdaq, Inc. |
Revenue Detail |
(in millions) |
(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
|
|
June 30, |
|
June 30, |
|
June 30, |
|
June 30, |
|
|
|
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
MARKET TECHNOLOGY REVENUES |
|
|
|
|
|
|
|
|
Anti Financial Crime Technology revenues |
$ |
75 |
|
|
$ |
58 |
|
|
$ |
147 |
|
|
$ |
101 |
|
|
Marketplace Infrastructure Technology
revenues |
|
56 |
|
|
|
59 |
|
|
|
108 |
|
|
|
116 |
|
|
|
Total Market Technology revenues |
|
131 |
|
|
|
117 |
|
|
|
255 |
|
|
|
217 |
|
|
|
|
|
|
|
|
|
|
|
|
INVESTMENT INTELLIGENCE REVENUES |
|
|
|
|
|
|
|
|
Market Data revenues |
|
105 |
|
|
|
104 |
|
|
|
213 |
|
|
|
209 |
|
|
Index revenues |
|
124 |
|
|
|
107 |
|
|
|
246 |
|
|
|
209 |
|
|
Analytics revenues |
|
54 |
|
|
|
50 |
|
|
|
108 |
|
|
|
98 |
|
|
|
Total Investment Intelligence revenues |
|
283 |
|
|
|
261 |
|
|
|
567 |
|
|
|
516 |
|
|
|
|
|
|
|
|
|
|
|
|
CORPORATE PLATFORMS REVENUES |
|
|
|
|
|
|
|
|
Listings Services revenues |
|
107 |
|
|
|
93 |
|
|
|
214 |
|
|
|
184 |
|
|
IR & ESG Services revenues |
|
61 |
|
|
|
56 |
|
|
|
122 |
|
|
|
112 |
|
|
|
Total Corporate Platforms revenues |
|
168 |
|
|
|
149 |
|
|
|
336 |
|
|
|
296 |
|
|
|
|
|
|
|
|
|
|
|
|
MARKET SERVICES REVENUES |
|
|
|
|
|
|
|
|
Equity Derivative Trading and Clearing
revenues |
|
324 |
|
|
|
364 |
|
|
|
674 |
|
|
|
785 |
|
|
Transaction-based expenses: |
|
|
|
|
|
|
|
|
|
|
Transaction rebates |
|
(206) |
|
|
|
(255) |
|
|
|
(438) |
|
|
|
(550) |
|
|
|
|
Brokerage, clearance and exchange fees |
|
(15) |
|
|
|
(6) |
|
|
|
(21) |
|
|
|
(26) |
|
|
|
Total net equity derivative trading and clearing
revenues |
|
103 |
|
|
|
103 |
|
|
|
215 |
|
|
|
209 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Equity Trading revenues |
|
546 |
|
|
|
415 |
|
|
|
1,056 |
|
|
|
1,033 |
|
|
Transaction-based expenses: |
|
|
|
|
|
|
|
|
|
|
Transaction rebates |
|
(323) |
|
|
|
(262) |
|
|
|
(673) |
|
|
|
(620) |
|
|
|
|
Brokerage, clearance and exchange fees |
|
(115) |
|
|
|
(43) |
|
|
|
(170) |
|
|
|
(170) |
|
|
|
Total net cash equity trading revenues |
|
108 |
|
|
|
110 |
|
|
|
213 |
|
|
|
243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Income and Commodities Trading and Clearing
revenues |
|
12 |
|
|
|
14 |
|
|
|
26 |
|
|
|
31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade Management Services revenues |
|
87 |
|
|
|
81 |
|
|
|
171 |
|
|
|
161 |
|
|
|
Total Net Market Services revenues |
|
310 |
|
|
|
308 |
|
|
|
625 |
|
|
|
644 |
|
|
|
|
|
|
|
|
|
|
|
|
OTHER REVENUES |
|
1 |
|
|
|
11 |
|
|
|
2 |
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES LESS TRANSACTION-BASED EXPENSES |
$ |
893 |
|
|
$ |
846 |
|
|
$ |
1,785 |
|
|
$ |
1,697 |
|
|
|
|
|
|
|
|
|
|
|
|
Nasdaq, Inc. |
Condensed Consolidated Balance Sheets |
(in millions) |
|
|
|
|
|
|
|
|
|
June 30, |
|
December 31, |
|
|
|
|
2022 |
|
|
|
2021 |
|
Assets |
|
(unaudited) |
|
|
Current assets: |
|
|
|
|
|
Cash and cash equivalents |
|
$ |
454 |
|
|
$ |
393 |
|
|
Restricted cash and cash equivalents |
|
|
30 |
|
|
|
29 |
|
|
Default funds and margin deposits |
|
|
8,688 |
|
|
|
5,911 |
|
|
Financial investments |
|
|
161 |
|
|
|
208 |
|
|
Receivables, net |
|
|
652 |
|
|
|
588 |
|
|
Other current assets |
|
|
233 |
|
|
|
294 |
|
Total current assets |
|
|
10,218 |
|
|
|
7,423 |
|
Property and equipment, net |
|
|
514 |
|
|
|
509 |
|
Goodwill |
|
|
8,151 |
|
|
|
8,433 |
|
Intangible assets, net |
|
|
2,670 |
|
|
|
2,813 |
|
Operating lease assets |
|
|
462 |
|
|
|
366 |
|
Other non-current assets |
|
|
581 |
|
|
|
571 |
|
Total assets |
|
$ |
22,596 |
|
|
$ |
20,115 |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
Current liabilities: |
|
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
175 |
|
|
$ |
185 |
|
|
Section 31 fees payable to SEC |
|
|
175 |
|
|
|
62 |
|
|
Accrued personnel costs |
|
|
161 |
|
|
|
252 |
|
|
Deferred revenue |
|
|
512 |
|
|
|
329 |
|
|
Other current liabilities |
|
|
140 |
|
|
|
115 |
|
|
Default funds and margin deposits |
|
|
8,688 |
|
|
|
5,911 |
|
|
Short-term debt |
|
|
1,020 |
|
|
|
1,018 |
|
Total current liabilities |
|
|
10,871 |
|
|
|
7,872 |
|
Long-term debt |
|
|
4,696 |
|
|
|
4,812 |
|
Deferred tax liabilities, net |
|
|
464 |
|
|
|
406 |
|
Operating lease liabilities |
|
|
470 |
|
|
|
386 |
|
Other non-current liabilities |
|
|
244 |
|
|
|
234 |
|
Total liabilities |
|
|
16,745 |
|
|
|
13,710 |
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
Equity |
|
|
|
|
Nasdaq stockholders' equity: |
|
|
|
|
|
Common stock |
|
|
2 |
|
|
|
2 |
|
|
Additional paid-in capital |
|
|
1,385 |
|
|
|
1,952 |
|
|
Common stock in treasury, at cost |
|
|
(509) |
|
|
|
(437) |
|
|
Accumulated other comprehensive loss |
|
|
(1,905) |
|
|
|
(1,587) |
|
|
Retained earnings |
|
|
6,869 |
|
|
|
6,465 |
|
Total Nasdaq stockholders' equity |
|
|
5,842 |
|
|
|
6,395 |
|
|
Noncontrolling interests |
|
|
9 |
|
|
|
10 |
|
Total equity |
|
|
5,851 |
|
|
|
6,405 |
|
Total liabilities and equity |
|
$ |
22,596 |
|
|
$ |
20,115 |
|
|
|
|
|
|
|
Nasdaq, Inc. |
Reconciliation of U.S. GAAP Net Income, Diluted Earnings
Per Share, Operating Income and |
Operating Expenses to Non-GAAP Net Income, Diluted Earnings
Per Share, Operating Income, and Operating Expenses |
(in millions, except per share amounts) |
(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
|
June 30, |
|
June 30, |
|
June 30, |
|
June 30, |
|
|
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
U.S. GAAP net income attributable to Nasdaq |
|
$ |
307 |
|
|
$ |
341 |
|
|
$ |
590 |
|
|
$ |
639 |
|
Non-GAAP adjustments: |
|
|
|
|
|
|
|
|
|
Amortization expense of acquired intangible assets (1) |
|
|
39 |
|
|
|
40 |
|
|
|
78 |
|
|
|
76 |
|
|
Merger and strategic initiatives expense (2) |
|
|
12 |
|
|
|
12 |
|
|
|
27 |
|
|
|
57 |
|
|
Restructuring charges (3) |
|
|
- |
|
|
|
21 |
|
|
|
- |
|
|
|
31 |
|
|
Net gain on divestiture of business (4) |
|
|
- |
|
|
|
(84) |
|
|
|
- |
|
|
|
(84) |
|
|
Net income from unconsolidated investees (5) |
|
|
(9) |
|
|
|
(26) |
|
|
|
(14) |
|
|
|
(83) |
|
|
Extinguishment of debt (6) |
|
|
16 |
|
|
|
- |
|
|
|
16 |
|
|
|
- |
|
|
Other |
|
|
(8) |
|
|
|
5 |
|
|
|
2 |
|
|
|
7 |
|
|
Total non-GAAP adjustments |
|
|
50 |
|
|
|
(32) |
|
|
|
109 |
|
|
|
4 |
|
|
Non-GAAP adjustment to the income tax provision (7) |
|
|
(15) |
|
|
|
7 |
|
|
|
(29) |
|
|
|
- |
|
|
Total non-GAAP adjustments, net of tax |
|
|
35 |
|
|
|
(25) |
|
|
|
80 |
|
|
|
4 |
|
Non-GAAP net income attributable to Nasdaq |
|
$ |
342 |
|
|
$ |
316 |
|
|
$ |
670 |
|
|
$ |
643 |
|
|
|
|
|
|
|
|
|
|
|
U.S. GAAP diluted earnings per share |
|
$ |
1.85 |
|
|
$ |
2.05 |
|
|
$ |
3.55 |
|
|
$ |
3.83 |
|
|
Total adjustments from non-GAAP net income above |
|
|
0.22 |
|
|
|
(0.15) |
|
|
|
0.48 |
|
|
|
0.02 |
|
Non-GAAP diluted earnings per share |
|
$ |
2.07 |
|
|
$ |
1.90 |
|
|
$ |
4.03 |
|
|
$ |
3.85 |
|
|
|
|
|
|
|
|
|
|
|
Weighted-average diluted common shares outstanding for
earnings per share: |
|
|
165.5 |
|
|
|
166.4 |
|
|
|
166.4 |
|
|
|
166.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) 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. |
|
|
|
|
(2) 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. The frequency
and amount of such expenses vary significantly based on the size,
timing and complexity of the transaction. |
|
|
|
|
|
|
|
|
|
|
(3) In September 2019, we initiated the transition of certain
technology platforms to advance the company’s strategic
opportunities as a technology and analytics provider and continue
the realignment of certain business areas. Charges associated with
this plan represented a fundamental shift in our strategy and
technology as well as executive realignment and were excluded for
purposes of calculating non-GAAP measures as they are not
reflective of ongoing operating performance or comparisons in
Nasdaq’s performance between periods. The restructuring charges
primarily consisted of non-cash items such as asset impairment
charges primarily related to capitalized software that was retired,
and accelerated depreciation expense on certain assets as a result
of a decrease in their useful life as well as third party
consulting costs. The restructuring program ended as of June 30,
2021. |
|
|
|
|
|
|
|
|
|
|
(4) For the three and six months ended June 30, 2021, we recorded a
pre-tax net gain of $84 million on the sale of our U.S. Fixed
Income business, which is included in net gain on divestiture of
business in the Condensed Consolidated Statements of Income. |
|
|
|
|
|
|
|
|
|
|
(5) Represents the earnings recognized from our equity interest in
the Options Clearing Corporation, or OCC. We will continue to
exclude the earnings and losses related to our share of OCC's
earnings for purposes of calculating non-GAAP measures as our
income on this investment may vary significantly period to period.
This provides a more meaningful analysis of Nasdaq's ongoing
operating performance or comparisons in Nasdaq's performance
between periods. |
|
|
|
|
|
|
|
|
|
|
(6) For the three and six months ended June 30, 2022, we recorded a
loss on early extinguishment of debt. The charge for all periods is
recorded in general, administrative and other expense in our
Condensed Consolidated Statements of Income. |
|
|
|
|
|
|
|
|
|
|
(7) The non-GAAP adjustment to the income tax provision primarily
includes the tax impact of each non-GAAP adjustment. |
|
|
|
|
|
|
|
|
|
|
Nasdaq, Inc. |
Reconciliation of U.S. GAAP Net Income, Diluted Earnings
Per Share, Operating Income and |
Operating Expenses to Non-GAAP Net Income, Diluted Earnings
Per Share, Operating Income, and Operating Expenses |
(in millions) |
(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
|
June 30, |
|
June 30, |
|
June 30, |
|
June 30, |
|
|
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
U.S. GAAP operating income |
|
$ |
412 |
|
|
$ |
376 |
|
|
$ |
817 |
|
|
$ |
741 |
|
Non-GAAP adjustments: |
|
|
|
|
|
|
|
|
|
Amortization expense of acquired intangible assets (1) |
|
|
39 |
|
|
|
40 |
|
|
|
78 |
|
|
|
76 |
|
|
Merger and strategic initiatives expense (2) |
|
|
12 |
|
|
|
12 |
|
|
|
27 |
|
|
|
57 |
|
|
Restructuring charges (3) |
|
|
- |
|
|
|
21 |
|
|
|
- |
|
|
|
31 |
|
|
Extinguishment of debt (4) |
|
|
16 |
|
|
|
- |
|
|
|
16 |
|
|
|
- |
|
|
Other |
|
|
1 |
|
|
|
5 |
|
|
|
5 |
|
|
|
7 |
|
|
Total non-GAAP adjustments |
|
|
68 |
|
|
|
78 |
|
|
|
126 |
|
|
|
171 |
|
Non-GAAP operating income |
|
$ |
480 |
|
|
$ |
454 |
|
|
$ |
943 |
|
|
$ |
912 |
|
|
|
|
|
|
|
|
|
|
Revenues less transaction-based expenses |
|
$ |
893 |
|
|
$ |
846 |
|
|
$ |
1,785 |
|
|
$ |
1,697 |
|
|
|
|
|
|
|
|
|
|
|
U.S. GAAP operating margin
(5) |
|
|
46 % |
|
|
|
44 % |
|
|
|
46 % |
|
|
|
44 % |
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP operating margin
(6) |
|
|
54 % |
|
|
|
54 % |
|
|
|
53 % |
|
|
|
54 % |
|
|
|
|
|
|
|
|
|
|
|
(1) 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. |
|
|
|
|
(2) 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. The frequency
and amount of such expenses vary significantly based on the size,
timing and complexity of the transaction. |
|
|
|
|
|
|
|
|
|
|
(3) In September 2019, we initiated the transition of certain
technology platforms to advance the company’s strategic
opportunities as a technology and analytics provider and continue
the realignment of certain business areas. Charges associated with
this plan represented a fundamental shift in our strategy and
technology as well as executive realignment and were excluded for
purposes of calculating non-GAAP measures as they are not
reflective of ongoing operating performance or comparisons in
Nasdaq’s performance between periods. The restructuring charges
primarily consisted of non-cash items such as asset impairment
charges primarily related to capitalized software that was retired,
and accelerated depreciation expense on certain assets as a result
of a decrease in their useful life as well as third party
consulting costs. The restructuring program ended as of June 30,
2021. |
|
|
|
|
|
|
|
|
|
|
(4) For the three and six months ended June 30, 2022, we recorded a
loss on early extinguishment of debt. The charge for all periods is
recorded in general, administrative and other expense in our
Condensed Consolidated Statements of Income. |
|
|
|
|
|
|
|
|
|
|
(5) U.S. GAAP operating margin equals U.S. GAAP operating income
divided by revenues less transaction-based expenses. |
|
|
|
|
|
|
|
|
|
|
(6) Non-GAAP operating margin equals non-GAAP operating income
divided by revenues less transaction-based expenses. |
|
|
|
|
|
|
|
|
|
|
Nasdaq, Inc. |
Reconciliation of U.S. GAAP Net Income, Diluted Earnings
Per Share, Operating Income and |
Operating Expenses to Non-GAAP Net Income, Diluted Earnings
Per Share, Operating Income, and Operating Expenses |
(in millions) |
(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
|
June 30, |
|
June 30, |
|
June 30, |
|
June 30, |
|
|
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
U.S. GAAP operating expenses |
|
$ |
481 |
|
|
$ |
470 |
|
|
$ |
968 |
|
|
$ |
956 |
|
Non-GAAP adjustments: |
|
|
|
|
|
|
|
|
|
Amortization expense of acquired intangible assets (1) |
|
|
(39) |
|
|
|
(40) |
|
|
|
(78) |
|
|
|
(76) |
|
|
Merger and strategic initiatives expense (2) |
|
|
(12) |
|
|
|
(12) |
|
|
|
(27) |
|
|
|
(57) |
|
|
Restructuring charges (3) |
|
|
- |
|
|
|
(21) |
|
|
|
- |
|
|
|
(31) |
|
|
Extinguishment of debt (4) |
|
|
(16) |
|
|
|
- |
|
|
|
(16) |
|
|
|
- |
|
|
Other |
|
|
(1) |
|
|
|
(5) |
|
|
|
(5) |
|
|
|
(7) |
|
|
Total non-GAAP adjustments |
|
|
(68) |
|
|
|
(78) |
|
|
|
(126) |
|
|
|
(171) |
|
Non-GAAP operating expenses |
|
$ |
413 |
|
|
$ |
392 |
|
|
$ |
842 |
|
|
$ |
785 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) 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. |
|
|
|
|
(2) 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. The frequency
and amount of such expenses vary significantly based on the size,
timing and complexity of the transaction. |
|
|
|
|
|
|
|
|
|
|
(3) In September 2019, we initiated the transition of certain
technology platforms to advance the company’s strategic
opportunities as a technology and analytics provider and continue
the realignment of certain business areas. Charges associated with
this plan represented a fundamental shift in our strategy and
technology as well as executive realignment and were excluded for
purposes of calculating non-GAAP measures as they are not
reflective of ongoing operating performance or comparisons in
Nasdaq’s performance between periods. The restructuring charges
primarily consisted of non-cash items such as asset impairment
charges primarily related to capitalized software that was retired,
and accelerated depreciation expense on certain assets as a result
of a decrease in their useful life as well as third party
consulting costs. The restructuring program ended as of June 30,
2021. |
|
|
|
|
|
|
|
|
|
|
(4) For the three and six months ended June 30, 2022, we recorded a
loss on early extinguishment of debt. The charge for all periods is
recorded in general, administrative and other expense in our
Condensed Consolidated Statements of Income. |
|
|
|
|
|
|
|
|
|
|
Nasdaq, Inc. |
Quarterly Key Drivers Detail |
(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
|
June 30, |
|
June 30, |
|
June 30, |
June 30, |
|
|
|
2022 |
|
2021 |
|
2022 |
2021 |
|
Market Technology |
|
|
|
|
|
|
|
|
Order intake (in millions) (1) |
$ |
102 |
|
$ |
119 |
|
$ |
150 |
$ |
160 |
|
|
Annualized recurring revenues
(in millions) (2) |
$ |
451 |
|
$ |
428 |
|
$ |
451 |
$ |
428 |
|
|
|
|
|
|
|
|
|
|
Investment Intelligence |
|
|
|
|
|
|
|
|
Number of licensed exchange
traded products (ETPs) |
374 |
|
359 |
|
374 |
359 |
|
|
Period end ETP assets under
management (AUM) tracking Nasdaq indexes (in billions) |
$ |
321 |
|
$ |
415 |
|
$ |
321 |
$ |
415 |
|
|
TTM (3) net inflows ETP AUM
tracking Nasdaq indexes (in billions) |
$ |
71 |
|
$ |
47 |
|
$ |
71 |
$ |
47 |
|
|
TTM (3) net (depreciation) /
appreciation ETP AUM tracking Nasdaq indexes (in billions) |
$ |
(90) |
|
$ |
113 |
|
$ |
(90) |
$ |
113 |
|
|
Annualized recurring revenues
(in millions) (2) |
$ |
586 |
|
$ |
547 |
|
$ |
586 |
$ |
547 |
|
|
|
|
|
|
|
|
|
|
Corporate Platforms |
|
|
|
|
|
|
|
|
Initial public offerings |
|
|
|
|
|
|
|
|
The Nasdaq Stock Market
(4) |
38 |
|
135 |
|
108 |
410 |
|
|
Exchanges that comprise Nasdaq
Nordic and Nasdaq Baltic |
17 |
|
62 |
|
30 |
86 |
|
|
Total new listings |
|
|
|
|
|
|
|
|
The Nasdaq Stock Market
(4) |
84 |
|
192 |
|
194 |
511 |
|
|
Exchanges that comprise Nasdaq
Nordic and Nasdaq Baltic (5) |
25 |
|
72 |
|
44 |
104 |
|
|
Number of listed
companies |
|
|
|
|
|
|
|
|
The Nasdaq Stock Market
(6) |
4,269 |
|
3,817 |
|
4,269 |
3,817 |
|
|
Exchanges that comprise Nasdaq
Nordic and Nasdaq Baltic (7) |
1,260 |
|
1,152 |
|
1,260 |
1,152 |
|
|
Annualized recurring revenues
(in millions) (2) |
$ |
586 |
|
$ |
509 |
|
$ |
586 |
$ |
509 |
|
|
|
|
|
|
|
|
|
|
Market Services |
|
|
|
|
|
|
|
|
Equity Derivative
Trading and Clearing |
|
|
|
|
|
|
|
|
U.S. equity options |
|
|
|
|
|
|
|
|
Total industry average daily
volume (in millions) |
36.7 |
|
34.6 |
|
38.3 |
37.3 |
|
|
Nasdaq PHLX matched market
share |
11.7 % |
|
12.7 % |
|
11.6 % |
12.8 % |
|
|
The Nasdaq Options Market
matched market share |
8.2 % |
|
8.4 % |
|
8.3 % |
8.1 % |
|
|
Nasdaq BX Options matched
market share |
2.1 % |
|
1.1 % |
|
2.1 % |
0.9 % |
|
|
Nasdaq ISE Options matched
market share |
5.4 % |
|
6.1 % |
|
5.6 % |
7.0 % |
|
|
Nasdaq GEMX Options matched
market share |
2.4 % |
|
6.1 % |
|
2.4 % |
6.0 % |
|
|
Nasdaq MRX Options matched
market share |
1.6 % |
|
1.5 % |
|
1.7 % |
1.4 % |
|
|
Total matched market share
executed on Nasdaq's exchanges |
31.4 % |
|
35.9 % |
|
31.7 % |
36.2 % |
|
|
Nasdaq Nordic and Nasdaq
Baltic options and futures |
|
|
|
|
|
|
|
|
Total average daily volume of
options and futures contracts (8) |
277,008 |
|
262,890 |
|
322,390 |
311,016 |
|
|
|
|
|
|
|
|
|
|
|
Cash Equity
Trading |
|
|
|
|
|
|
|
|
Total U.S.-listed
securities |
|
|
|
|
|
|
|
|
Total industry average daily
share volume (in billions) |
12.6 |
|
10.6 |
|
12.7 |
12.6 |
|
|
Matched share volume (in
billions) |
139.0 |
|
114.2 |
|
281.2 |
266.8 |
|
|
The Nasdaq Stock Market
matched market share |
16.5 % |
|
15.8 % |
|
16.4 % |
15.8 % |
|
|
Nasdaq BX matched market
share |
0.5 % |
|
0.7 % |
|
0.5 % |
0.6 % |
|
|
Nasdaq PSX matched market
share |
0.8 % |
|
0.7 % |
|
0.8 % |
0.7 % |
|
|
Total matched market share
executed on Nasdaq's exchanges |
17.8 % |
|
17.2 % |
|
17.7 % |
17.1 % |
|
|
Market share reported to the
FINRA/Nasdaq Trade Reporting Facility |
34.3 % |
|
35.3 % |
|
33.9 % |
35.3 % |
|
|
Total market share (9) |
52.1 % |
|
52.5 % |
|
51.6 % |
52.4 % |
|
|
Nasdaq Nordic and Nasdaq
Baltic securities |
|
|
|
|
|
|
|
|
Average daily number of equity
trades executed on Nasdaq's exchanges |
948,874 |
|
1,019,162 |
|
1,043,461 |
1,056,726 |
|
|
Total average daily value of
shares traded (in billions) |
$ |
5.7 |
|
$ |
6.6 |
|
$ |
6.4 |
$ |
6.8 |
|
|
Total market share executed on
Nasdaq's exchanges |
72.2 % |
|
77.3 % |
|
72.6 % |
77.9 % |
|
|
|
|
|
|
|
|
|
|
|
Fixed Income and
Commodities Trading and Clearing |
|
|
|
|
|
|
|
|
Fixed Income |
|
|
|
|
|
|
|
|
Total average daily volume of
Nasdaq Nordic and Nasdaq Baltic fixed income contracts |
124,727 |
|
119,198 |
|
125,246 |
122,606 |
|
|
Commodities |
|
|
|
|
|
|
|
|
Power contracts cleared (TWh)
(10) |
115 |
|
206 |
|
250 |
456 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Total
contract value of orders signed during the period, excluding
Verafin. |
|
|
(2) Annualized
Recurring Revenue, or ARR, for a given period is the annualized
revenue of support services and SaaS subscription contracts. ARR is
currently 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 during the
reporting period used in calculating ARR may or may not be extended
or renewed by our customers. |
|
|
(3) Trailing
12-months (net inflows excludes ETP sponsor switches of $75 billion
during such trailing 12-month period). |
|
|
(4) New listings
include IPOs, including issuers that switched from other listing
venues, closed-end funds 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. |
|
|
(5) 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. |
|
|
(6) Number of
total listings on The Nasdaq Stock Market at period end, includes
465 ETPs as of June 30, 2022 and 419 as of June 30, 2021. |
|
|
(7) Represents
companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges
and companies on the alternative markets of Nasdaq First
North. |
|
|
(8) Includes
Finnish option contracts traded on Eurex for which Nasdaq and Eurex
have a revenue sharing arrangement. |
|
|
(9) Includes
transactions executed on The Nasdaq Stock Market's, Nasdaq BX's and
Nasdaq PSX's systems plus trades reported through the Financial
Industry Regulatory Authority/Nasdaq Trade Reporting Facility. |
|
|
(10) Transactions
executed on Nasdaq Commodities or OTC and reported for clearing to
Nasdaq Commodities measured by Terawatt hours (TWh). |
|
|
|
|
|
|
|
|
|
|
Grafico Azioni Nasdaq (NASDAQ:NDAQ)
Storico
Da Feb 2024 a Mar 2024
Grafico Azioni Nasdaq (NASDAQ:NDAQ)
Storico
Da Mar 2023 a Mar 2024