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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2024

 

 

Nasdaq, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38855   52-1165937
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

151 W. 42nd Street,
New York, New York
  10036
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code: +1 212 401 8700

No change since last report

(Former Name or Address, If Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.01 par value per share   NDAQ   The Nasdaq Stock Market
4.500% Senior Notes due 2032   NDAQ32   The Nasdaq Stock Market
0.900% Senior Notes due 2033   NDAQ33   The Nasdaq Stock Market
0.875% Senior Notes due 2030   NDAQ30   The Nasdaq Stock Market
1.75% Senior Notes due 2029   NDAQ29   The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 2.02.

Results of Operations and Financial Condition.

On January 31, 2024, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the fourth quarter and full fiscal year of 2023. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 7.01.

Regulation FD Disclosure.

On January 31, 2024, Nasdaq posted slides to be used in its earnings presentation for the fourth quarter and full fiscal year of 2023 on its website at http://ir.nasdaq.com.

 

Item 8.01.

Other Events.

On January 31, 2024, Nasdaq issued a press release announcing the declaration of a quarterly cash dividend. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Exhibit Description

99.1    Press release dated January 31, 2024 relating to financial results for the fourth quarter and full fiscal year of 2023.
99.2    Press release dated January 31, 2024 relating to the declaration of a quarterly cash dividend.
104    Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

The information set forth under “Item 2.02 Results of Operations and Financial Condition” and “Item 7.01 Regulation FD Disclosure” is intended to be furnished pursuant to Item 2.02 and Item 7.01, respectively. Such information, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of Nasdaq’s filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

-2-


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: January 31, 2024     NASDAQ, INC.
    By:  

/s/ John A. Zecca

    Name:  John A. Zecca
    Title:   Executive Vice President and Chief Legal Officer

 

-3-

Exhibit 99.1

Nasdaq Reports Fourth Quarter and Full Year 2023 Results; Revenue

Growth & Strategic Investments Underpin Solid Year of Performance

NEW YORK, January 31, 2024 - Nasdaq, Inc. (Nasdaq: NDAQ) today reported financial results for the fourth quarter and year 2023.

 

   

2023 net revenues1 were $3.9 billion, an increase of 9% over 2022 and an increase of 5% organically. Solutions2 revenues increased 13%, with organic growth3 of 7%. Market Services net revenues were flat on a reported and organic basis.

 

   

Fourth quarter of 2023 net revenues were $1.1 billion, an increase of 23% over the fourth quarter of 2022 and an increase of 7% organically. Solutions revenues increased 32%, with organic growth of 9%. Market Services net revenues increased 1% and remained relatively flat organically.

 

   

Annualized Recurring Revenue (ARR)4 of $2.6 billion increased 29% compared to the fourth quarter of 2022, up 6% organically. Annualized SaaS revenues increased 26% or 12% organically and represented 35% of ARR or 38%, excluding Adenza.

 

   

GAAP diluted earnings per share decreased 8% in 2023 and 25% in the fourth quarter of 2023. Non-GAAP3 diluted earnings per share increased 6% in 2023 and 13% in the fourth quarter of 2023.

 

   

Nasdaq generated $1.7 billion in cash flow from operations.

 

   

The company returned $127 million to shareholders in the fourth quarter of 2023 through dividends and $110 million in repurchases of our common stock.

Fourth Quarter 2023 Highlights

 

(US$ millions, except per share)

   4Q23      Change
(YoY)
    Organic
Change
(YoY)
    2023      Change
(YoY)
    Organic
Change
(YoY)
 

Solutions Revenues

   $ 860        32.3     8.9   $ 2,869        12.7     6.8

Market Services Net Revenues

   $ 247        0.8     0.4   $ 987        (0.1 )%      0.3

Net Revenues*

   $ 1,117        23.3     6.5   $ 3,895        8.7     5.0

ARR

   $ 2,585        29.2     5.8   $ 2,585        29.2     5.8

GAAP Diluted EPS

   $ 0.36        (25.0 )%      $ 2.08        (8.0 )%   

Non-GAAP Diluted EPS

   $ 0.72        12.5     $ 2.82        6.0  

 

*

Net revenues include Other Revenues which primarily reflect revenues associated with the European power trading and clearing business which is pending sale. Refer to the financial tables at the end of this press release for fourth quarter and full year Other Revenues.

Adena Friedman, Chair and CEO said, “We delivered another strong year of operating performance in a dynamic economic and capital markets backdrop. We executed well across our business in 2023, maintaining our listings leadership in the U.S., achieving a breakthrough year for Verafin in our strategy to move upmarket, and introducing new innovations across our products and services.

 

1


We successfully completed our acquisition of Adenza, bolstering our suite of mission-critical technology solutions, and accelerating our strategic vision of being the trusted fabric of the world’s financial system.”

Sarah Youngwood, Executive Vice President and CFO said, “I am excited to join Nasdaq at such a transformational time for the firm.

Despite an uncertain environment, we delivered solid financial performance and strong cash flow generation.

With our acquisition of Adenza now closed, we are focused on achieving our deal-related financial goals including our cross-sell and synergy targets as well as debt paydown.”

FINANCIAL REVIEW

 

   

2023 net revenues were $3,895 million, an increase of $313 million, or 9%, from $3,582 million in the prior year period. Net revenue growth included $178 million, or 5%, from organic growth and a $141 million, or 4%, net benefit from acquisitions and divestitures, including $149 million in revenue from Adenza, which was partially offset by a $6 million decrease from the impact of changes in FX rates.

 

   

Fourth quarter 2023 net revenues were $1,117 million, an increase of $211 million, or 23%, from $906 million in the prior year period. Net revenues reflected a $59 million, or 7%, positive impact from organic growth, a $148 million net benefit from acquisitions and divestitures including Adenza, and a $4 million increase from the impact of changes in FX rates.

 

   

Solutions revenue was $860 million in the fourth quarter of 2023, an increase of $210 million, or 32%, with organic growth of 9%, reflecting growth from both the Capital Access Platforms and Financial Technology divisions. ARR reflects the majority of Solutions revenue but excludes the AUM and transaction licensing components of our Index business. ARR grew 29% year over year or 6% organically.

 

   

Market Services net revenues were $247 million in the fourth quarter of 2023, an increase of $2 million, or 1%. The increase reflects $1 million in organic growth and a $1 million positive impact from changes in FX rates.

 

   

2023 GAAP operating expenses were $2,317 million, an increase of $299 million, or 15% over 2022. Fourth quarter 2023 GAAP operating expenses were $765 million, an increase of $208 million, or 37%, versus the prior year period. The increase for 2023 and the fourth quarter of 2023 is due to the inclusion of $94 million of Adenza operating expenses (including the amortization expense of acquired intangible assets), an increase in merger and strategic initiatives expense and restructuring costs. The expense increase in both periods reflects continued investment in our people and our businesses to drive long term growth, partially offset by lower professional services.

 

   

2023 non-GAAP operating expenses were $1,830 million, an increase of $109 million, or 6% over 2022, including an organic increase of $89 million, or 5%. Fourth quarter 2023 non-GAAP operating expenses were $504 million, an increase of $44 million, or 10% versus the prior year period, including an organic increase of $8 million, or 2%. The increase for 2023 and the fourth quarter of 2023 is primarily due to the inclusion of $35

 

2


 

million of Adenza operating expenses. The increase in both periods also reflects increased expenses associated with the continued investment in our people and our businesses to drive long term growth, higher computer operations and data costs, and higher depreciation. These impacts were partially offset by decreased professional services fees in both the quarter and year ended 2023.

 

   

The company returned $127 million to shareholders through dividends, repurchased $110 million in shares of its common stock, and repaid $260 million in debt during the fourth quarter of 2023. As of December 31, 2023, there was $1.9 billion remaining under the board authorized share repurchase program.

INITIATING 2024 EXPENSE AND TAX GUIDANCE5

 

   

The company is initiating its 2024 non-GAAP operating expense guidance to a range of $2,105 million to $2,185 million, and its 2024 non-GAAP tax rate guidance to be in the range of 24.5% to 26.5%.

STRATEGIC AND BUSINESS UPDATES

 

   

Nasdaq completed transformative acquisition of Adenza. Nasdaq completed its acquisition of Adenza, a provider of mission-critical risk management, regulatory reporting, and capital markets software to the financial services industry from a leading software investment firm, Thoma Bravo, on November 1, 2023. The acquisition enhances Nasdaq’s technology solutions and further expands the company’s complementary offerings across mission-critical capital markets infrastructure and compliance. In addition, Adenza’s financial profile is highly attractive and is expected to enhance Nasdaq’s organic revenue growth rate and improve the company’s operating margins as the deal synergies are achieved.

 

   

Adenza continued new client wins and cloud progress under the Nasdaq brand. Adenza added 6 new clients in November and December, including 2 new central banks. In total, Adenza garnered 23 new clients in 2023, up from 17 in the prior year, highlighting continued demand for these mission-critical products amidst a dynamic market environment. Overall, cloud represented nearly 50% of new annual contract value in the year, underscoring the ongoing cloud progress at Adenza which Nasdaq aims to bolster and accelerate going forward.

 

   

Verafin had a breakthrough year in its move upmarket and realized strong small-to-medium bank growth. Verafin signed both a Tier 1 and a Tier 2 bank client in the fourth quarter, bringing the total number of Tier 1 bank clients signed in the year to 3 and the total number of Tier 2 bank clients signed in the year to 4. 2023 was a milestone year in Verafin’s move upmarket including its first Tier 1 bank signing. Verafin also realized continued adoption by small-to-medium banks resulting in 100 overall new clients added in the fourth quarter and 237 overall new clients added in 2023.

 

   

Index generated $31 billion in exchange traded product (ETP) net inflows during 2023. In 2023, ETPs linked to Nasdaq indices realized $31 billion of net inflows, ending the year at $473 billion in assets under management. Nasdaq supported our clients in launching 83 new products linked to Nasdaq indices, bringing to market robust solutions in-line with investor demand.

 

3


   

Nasdaq maintained its listings leadership in the U.S. Nasdaq led U.S. exchanges for operating company IPOs with a 71% total win rate in the fourth quarter of 2023 and an 81% total win rate in 2023. In a muted capital markets year, Nasdaq welcomed 103 U.S. operating company IPOs that raised more than $11 billion in proceeds, marking Nasdaq’s fifth consecutive year as the leading U.S. listing exchange in terms of both number of IPOs and proceeds raised. During the year, three of the five largest U.S. operating company IPOs by capital raised chose to list with Nasdaq: Arm, Instacart, and Nextracker.

 

   

Nasdaq continued market modernization with the migration of its second U.S. options market to Amazon Web Services (AWS). Nasdaq successfully completed the migration of the core trading system of Nasdaq GEMX, one of Nasdaq’s six options exchanges, to AWS. The new cloud-enabled market infrastructure, which uses AWS Outposts, delivers up to a 10% improvement in latency and the ability to more seamlessly adjust capacity in response to changing market conditions, which can deliver a better trading environment for market participants.

 

   

Market technology growth included significant Latin America (LATAM) client wins. Nasdaq market technology continued its progress in providing critical technology underpinning global financial market infrastructure providers with particular strength in LATAM. In the fourth quarter, Nasdaq partnered with nuam exchange, formed by the merger of the Chile, Peru, and Colombia stock exchanges, to provide technology that will underpin the integration, development, and expansion of the new marketplace in LATAM, and expanded its partnership with BMV, the Mexican Stock Exchange, to modernize its entire post-trade technology platform across clearing and settlement.

NASDAQ TO HOST 2024 INVESTOR DAY

 

   

Nasdaq announced that it will host its 2024 Investor Day on Tuesday, March 5, 2024. The event will feature presentations on the company’s operations and strategy, as well as question and answer sessions, with members of Nasdaq’s senior leadership team including Adena Friedman, Chair and CEO, and Sarah Youngwood, Executive Vice President and CFO. A registration for the webcast of the event can be found here.

 

4


 

1

Represents revenues less transaction-based expenses.

2

Constitutes revenues from our Capital Access Platforms and Financial Technology segments.

3

Refer to our reconciliations of U.S. GAAP to non-GAAP net income, diluted earnings per share, operating income, operating expenses and organic impacts included in the attached schedules.

4 

Annualized Recurring Revenue (ARR) for a given period is the current annualized value 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. For Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza recurring revenue contracts that include annual values that increase over time, we include in ARR only the annualized value of components of the contract that are considered active as of the date of the ARR calculation. We do not include the future committed increases in the contract value as of the date of the ARR calculation. 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.

5

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.

 

5


ABOUT NASDAQ

Nasdaq (Nasdaq: NDAQ) is a global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence. To learn more about the company, technology solutions and career opportunities, visit us on LinkedIn, on X @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 or in the reconciliation tables at the end 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.

 

6


Restructuring programs: In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program, “Adenza Restructuring” to optimize our efficiencies as a combined organization. In connection with this program, we expect to incur pre-tax charges principally related to employee-related costs, contract terminations, real estate impairments and other related costs. We expect to achieve benefits primarily in the form of expense and revenue synergies. 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 connection with the program, we expect to incur pre-tax charges principally related to employee-related costs, consulting, asset impairments and contract terminations over a two-year period. We expect to achieve benefits in the form of both increased customer engagement and operating efficiencies. Costs related to the Adenza restructuring and the divisional alignment programs will be recorded as “restructuring” in our consolidated statements of income. We will exclude charges associated with this program for purposes of calculating non-GAAP measures as they are not reflective of ongoing operating performance or comparisons in Nasdaq’s performance between periods.

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, dividend program, trading volumes, products and services, ability to transition to new business models or implement our new corporate structure, 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, environmental, de-leveraging and capital allocation initiatives, (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, government and industry regulation, interest rate risk, U.S. and global competition. Further information on these and other factors are 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 Contacts

Nick Jannuzzi

+1.973.760.1741

Nicholas.Jannuzzi@Nasdaq.com

David Lurie

+1.914.538.0533

David.Lurie@Nasdaq.com

Investor Relations Contact

Ato Garrett

+1.212.401.8737

Ato.Garrett@Nasdaq.com

NDAQF

 

7


Nasdaq, Inc.

Condensed Consolidated Statements of Income

(in millions, except per share amounts)

 

     Three Months Ended     Year Ended  
     December 31,     December 31,     December 31,     December 31,  
     2023     2022     2023     2022  
     (unaudited)     (unaudited)     (unaudited)        

Revenues:

        

Capital Access Platforms

   $ 461     $ 419     $ 1,770     $ 1,682  

Financial Technology

     399       231       1,099       864  

Market Services

     778       921       3,156       3,632  

Other Revenues

     10       11       39       48  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     1,648       1,582       6,064       6,226  

Transaction-based expenses:

        

Transaction rebates

     (462     (488     (1,838     (2,092

Brokerage, clearance and exchange fees

     (69     (188     (331     (552
  

 

 

   

 

 

   

 

 

   

 

 

 

Revenues less transaction-based expenses

     1,117       906       3,895       3,582  
  

 

 

   

 

 

   

 

 

   

 

 

 
        

Operating Expenses:

        

Compensation and benefits

     305       252       1,082       1,003  

Professional and contract services

     36       43       128       140  

Computer operations and data communications

     65       56       233       207  

Occupancy

     30       26       129       104  

General, administrative and other

     52       32       113       125  

Marketing and advertising

     16       20       47       51  

Depreciation and amortization

     125       63       323       258  

Regulatory

     8       9       34       33  

Merger and strategic initiatives

     97       41       148       82  

Restructuring charges

     31       15       80       15  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     765       557       2,317       2,018  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     352       349       1,578       1,564  

Interest income

     30       4       115       7  

Interest expense

     (111     (33     (284     (129

Other income (loss)

     5       (6     (1     2  

Net income (loss) from unconsolidated investees

     2       8       (7     31  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

     278       322       1,401       1,475  

Income tax provision

     81       82       344       352  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     197       240       1,057       1,123  

Net loss attributable to noncontrolling interests

     —        1       2       2  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to Nasdaq

   $ 197     $ 241     $ 1,059     $ 1,125  
  

 

 

   

 

 

   

 

 

   

 

 

 

Per share information:

        

Basic earnings per share

   $ 0.36     $ 0.49     $ 2.10     $ 2.28  
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted earnings per share

   $ 0.36     $ 0.48     $ 2.08     $ 2.26  
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash dividends declared per common share

   $ 0.22     $ 0.20     $ 0.86     $ 0.78  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average common shares outstanding for earnings per share:

        

Basic

     547.1       491.3       504.9       492.4  

Diluted

     550.6       497.0       508.4       497.9  


Nasdaq, Inc.

Revenue Detail

(in millions)

 

     Three Months Ended     Year Ended  
     December 31,     December 31,     December 31,     December 31,  
     2023     2022     2023     2022  
     (unaudited)     (unaudited)     (unaudited)        

CAPITAL ACCESS PLATFORMS

        

Data and Listing Services revenues

   $ 189     $ 182     $ 749     $ 727  

Index revenues

     146       116       528       486  

Workflow and Insights revenues

     126       121       493       469  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Capital Access Platforms revenues

     461       419       1,770       1,682  

FINANCIAL TECHNOLOGY

        

Regulatory Technology revenues

     170       82       435       306  

Capital Markets Technology revenues

     229       149       664       558  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Financial Technology revenues

     399       231       1,099       864  

MARKET SERVICES

        

Market Services revenues

     778       921       3,156       3,632  

Transaction-based expenses:

        

Transaction rebates

     (462     (488     (1,838     (2,092

Brokerage, clearance and exchange fees

     (69     (188     (331     (552
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Market Services revenues, net

     247       245       987       988  

OTHER REVENUES

     10       11       39       48  
  

 

 

   

 

 

   

 

 

   

 

 

 

REVENUES LESS TRANSACTION-BASED EXPENSES

   $ 1,117     $ 906     $ 3,895     $ 3,582  
  

 

 

   

 

 

   

 

 

   

 

 

 


Nasdaq, Inc.

Condensed Consolidated Balance Sheets

(in millions)

 

     December 31,
2023
    December 31,
2022
 
     (unaudited)        

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 453     $ 502  

Restricted cash and cash equivalents

     20       22  

Default funds and margin deposits

     7,275       7,021  

Financial investments

     188       181  

Receivables, net

     929       677  

Other current assets

     231       201  
  

 

 

   

 

 

 

Total current assets

     9,096       8,604  

Property and equipment, net

     576       532  

Goodwill

     14,089       8,099  

Intangible assets, net

     7,473       2,581  

Operating lease assets

     402       444  

Other non-current assets

     665       608  
  

 

 

   

 

 

 

Total assets

   $ 32,301     $ 20,868  
  

 

 

   

 

 

 

Liabilities

    

Current liabilities:

    

Accounts payable and accrued expenses

   $ 332     $ 185  

Section 31 fees payable to SEC

     84       243  

Accrued personnel costs

     303       243  

Deferred revenue

     594       357  

Other current liabilities

     146       122  

Default funds and margin deposits

     7,275       7,021  

Short-term debt

     291       664  
  

 

 

   

 

 

 

Total current liabilities

     9,025       8,835  

Long-term debt

     10,163       4,735  

Deferred tax liabilities, net

     1,650       456  

Operating lease liabilities

     417       452  

Other non-current liabilities

     219       226  
  

 

 

   

 

 

 

Total liabilities

     21,474       14,704  
  

 

 

   

 

 

 

Commitments and contingencies

    

Equity

    

Nasdaq stockholders’ equity:

    

Common stock

     6       5  

Additional paid-in capital

     5,496       1,445  

Common stock in treasury, at cost

     (587     (515

Accumulated other comprehensive loss

     (1,924     (1,991

Retained earnings

     7,825       7,207  
  

 

 

   

 

 

 

Total Nasdaq stockholders’ equity

     10,816       6,151  

Noncontrolling interests

     11       13  
  

 

 

   

 

 

 

Total equity

     10,827       6,164  
  

 

 

   

 

 

 

Total liabilities and equity

   $ 32,301     $ 20,868  
  

 

 

   

 

 

 


Nasdaq, Inc.

Reconciliation of U.S. GAAP to Non-GAAP Net Income, Diluted Earnings Per Share, Operating Income,

Operating Expenses, and Organic Impacts

(in millions, except per share amounts)

(unaudited)

 

    Three Months Ended     Year Ended  
    December 31,     December 31,     December 31,     December 31,  
    2023     2022     2023     2022  

U.S. GAAP net income attributable to Nasdaq

  $ 197     $ 241     $ 1,059     $ 1,125  

Non-GAAP adjustments:

       

Amortization expense of acquired intangible assets (1)

    95       38       206       153  

Merger and strategic initiatives expense (2)

    97       41       148       82  

Restructuring charges (3)

    31       15       80       15  

Lease asset impairments (4)

    1       —        25       —   

Net (income) loss from unconsolidated investees (5)

    (2     (7     7       (29

Extinguishment of debt (6)

    —        —        —        16  

Legal and regulatory matters (7)

    23       3       12       26  

Pension settlement charge (8)

    9       —        9       —   

Other (9)

    3       6       21       2  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total non-GAAP adjustments

    257       96       508       265  

Non-GAAP adjustment to the income tax provision (10)

    (59     (20     (134     (66
 

 

 

   

 

 

   

 

 

   

 

 

 

Total non-GAAP adjustments, net of tax

    198       76       374       199  
 

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP net income attributable to Nasdaq

  $ 395     $ 317     $ 1,433     $ 1,324  
 

 

 

   

 

 

   

 

 

   

 

 

 

U.S. GAAP diluted earnings per share

  $ 0.36     $ 0.48     $ 2.08     $ 2.26  

Total adjustments from non-GAAP net income above

    0.36       0.16       0.74       0.40  
 

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP diluted earnings per share

  $ 0.72     $ 0.64     $ 2.82     $ 2.66  
 

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average diluted common shares outstanding for earnings per share:

    550.6       497.0       508.4       497.9  

 

(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. For the three months and year ended December 31, 2023, these costs primarily related to the Adenza acquisition.

 

(3)

In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program, “Adenza Restructuring” to optimize our efficiencies as a combined organization. In connection with this program, we expect to incur pre-tax charges principally related to employee-related costs, contract terminations, real estate impairments and other related costs. We expect to achieve benefits primarily in the form of expense and revenue synergies. 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 connection with the program, we expect to incur pre-tax charges principally related to employee-related costs, consulting, asset impairments and contract terminations over a two-year period.

 

(4)

During the first quarter of 2023, we initiated a review of our real estate and facility capacity requirements due to our new and evolving work models. As a result, for the three months and year ended December 31, 2023, we recorded impairment charges related to our operating lease assets and leasehold improvements associated with vacating certain leased office space, which are recorded in occupancy expense and depreciation and amortization expense in our Condensed Consolidated Statements of Income.

 

(5)

We exclude our share of the earnings and losses of our equity method investments, primarily our equity interest in the Options Clearing Corporation, or OCC, and Nasdaq Private Market, LLC. This provides a more meaningful analysis of Nasdaq’s ongoing operating performance or comparisons in Nasdaq’s performance between periods.

 

(6)

For the year ended December 31, 2022, we recorded a loss on early extinguishment of debt. This charge is recorded in general, administrative and other expense in our Condensed Consolidated Statements of Income.

 

(7)

For the three months and year ended December 31, 2023 and the year ended December 31, 2022, these charges primarily included accruals related to certain legal matters recorded in general, administrative and other expense and professional and contract services expense in our Condensed Consolidated Statements of Income. For the year ended December 31, 2023, these accruals were offset with an insurance recovery related to legal matters recorded in general, administrative and other expense and professional and contract services expense in our Condensed Consolidated Statements of Income.

 

(8)

In the fourth quarter of 2023 we recognized a settlement charge of $9M relating to the termination and partial settlement of our U.S. pension plan related to the lump sum distributions. We expect to incur an additional charge in the first half of 2024 as we complete the settlement. The charge was recorded in Compensation and Benefits expense in our Condensed Consolidated Statements of Income.

 

(9)

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 months and year ended December 31, 2023, these items primarily included certain financing costs related to the Adenza acquisition. For the three months and years ended December 31, 2023 and December 31, 2022, other charges include investment gains and losses related to our corporate venture program, recorded in other income (loss) in our Condensed Consolidated Statements of Income.

 

(10)

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 to Non-GAAP Net Income, Diluted Earnings Per Share, Operating Income,

Operating Expenses, and Organic Impacts

(in millions)

(unaudited)

 

     Three Months Ended     Year Ended  
     December 31,     December 31,     December 31,     December 31,  
     2023     2022     2023     2022  

U.S. GAAP operating income

   $ 352     $ 349     $ 1,578     $ 1,564  

Non-GAAP adjustments:

        

Amortization expense of acquired intangible assets (1)

     95       38       206       153  

Merger and strategic initiatives expense (2)

     97       41       148       82  

Restructuring charges (3)

     31       15       80       15  

Lease asset impairments (4)

     1       —        25       —   

Extinguishment of debt (5)

     —        —        —        16  

Legal and regulatory matters (6)

     23       3       12       26  

Pension settlement charge (7)

     9       —        9       —   

Other

     5       —        7       5  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total non-GAAP adjustments

     261       97       487       297  
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP operating income

   $ 613     $ 446     $ 2,065     $ 1,861  
  

 

 

   

 

 

   

 

 

   

 

 

 

Revenues less transaction-based expenses

   $ 1,117     $ 906     $ 3,895     $ 3,582  

U.S. GAAP operating margin (8)

     32     39     41     44

Non-GAAP operating margin (9)

     55     49     53     52

 

(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. For the three months and year ended December 31, 2023, these costs primarily related to the Adenza acquisition.

 

(3)

In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program, “Adenza Restructuring” to optimize our efficiencies as a combined organization. In connection with this program, we expect to incur pre-tax charges principally related to employee-related costs, contract terminations, real estate impairments and other related costs. We expect to achieve benefits primarily in the form of expense and revenue synergies. 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 connection with the program, we expect to incur pre-tax charges principally related to employee-related costs, consulting, asset impairments and contract terminations over a two-year period.

 

(4)

During the first quarter of 2023, we initiated a review of our real estate and facility capacity requirements due to our new and evolving work models. As a result, for the three months and year ended December 31, 2023, we recorded impairment charges related to our operating lease assets and leasehold improvements associated with vacating certain leased office space, which are recorded in occupancy expense and depreciation and amortization expense in our Condensed Consolidated Statements of Income.

 

(5)

For the year ended December 31, 2022, we recorded a loss on early extinguishment of debt. This charge is recorded in general, administrative and other expense in our Condensed Consolidated Statements of Income.

 

(6)

For the three months and year ended December 31, 2023 and the year ended December 31, 2022, these charges primarily included accruals related to certain legal matters recorded in general, administrative and other expense and professional and contract services expense in our Condensed Consolidated Statements of Income. For the year ended December 31, 2023, these accruals were offset with an insurance recovery related to legal matters recorded in general, administrative and other expense and professional and contract services expense in our Condensed Consolidated Statements of Income.

 

(7)

In the fourth quarter of 2023 we recognized a settlement charge of $9M relating to the termination and partial settlement of our U.S. pension plan related to the lump sum distributions. We expect to incur an additional charge in the first half of 2024 as we complete the settlement. The charge was recorded in Compensation and Benefits expense in our Condensed Consolidated Statements of Income.

 

(8)

U.S. GAAP operating margin equals U.S. GAAP operating income divided by revenues less transaction-based expenses.

 

(9)

Non-GAAP operating margin equals non-GAAP operating income divided by revenues less transaction-based expenses.


Nasdaq, Inc.

Reconciliation of U.S. GAAP to Non-GAAP Net Income, Diluted Earnings Per Share, Operating Income,

Operating Expenses, and Organic Impacts

(in millions)

(unaudited)

 

     Three Months Ended     Year Ended  
     December 31,     December 31,     December 31,     December 31,  
     2023     2022     2023     2022  

U.S. GAAP operating expenses

   $ 765     $  557     $  2,317     $  2,018  

Non-GAAP adjustments:

        

Amortization expense of acquired intangible assets (1)

     (95     (38     (206     (153

Merger and strategic initiatives expense (2)

     (97     (41     (148     (82

Restructuring charges (3)

     (31     (15     (80     (15

Lease asset impairments (4)

     (1     —        (25     —   

Extinguishment of debt (5)

     —        —        —        (16

Legal and regulatory matters (6)

     (23     (3     (12     (26

Pension settlement charge (7)

     (9     —        (9     —   

Other

     (5     —        (7     (5
  

 

 

   

 

 

   

 

 

   

 

 

 

Total non-GAAP adjustments

     (261     (97     (487     (297
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP operating expenses

   $ 504     $ 460     $ 1,830     $ 1,721  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(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. For the three months and year ended December 31, 2023, these costs primarily related to the Adenza acquisition.

 

(3)

In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program, “Adenza Restructuring” to optimize our efficiencies as a combined organization. In connection with this program, we expect to incur pre-tax charges principally related to employee-related costs, contract terminations, real estate impairments and other related costs. We expect to achieve benefits primarily in the form of expense and revenue synergies. 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 connection with the program, we expect to incur pre-tax charges principally related to employee-related costs, consulting, asset impairments and contract terminations over a two-year period.

 

(4)

During the first quarter of 2023, we initiated a review of our real estate and facility capacity requirements due to our new and evolving work models. As a result, for the three months and year ended December 31, 2023, we recorded impairment charges related to our operating lease assets and leasehold improvements associated with vacating certain leased office space, which are recorded in occupancy expense and depreciation and amortization expense in our Condensed Consolidated Statements of Income.

 

(5)

For the year ended December 31, 2022, we recorded a loss on early extinguishment of debt. This charge is recorded in general, administrative and other expense in our Condensed Consolidated Statements of Income.

 

(6)

For the three months and year ended December 31, 2023 and the year ended December 31, 2022, these charges primarily included accruals related to certain legal matters recorded in general, administrative and other expense and professional and contract services expense in our Condensed Consolidated Statements of Income. For the year ended December 31, 2023, these accruals were offset with an insurance recovery related to legal matters recorded in general, administrative and other expense and professional and contract services expense in our Condensed Consolidated Statements of Income.

 

(7)

In the fourth quarter of 2023 we recognized a settlement charge of $9M relating to the termination and partial settlement of our U.S. pension plan related to the lump sum distributions. We expect to incur an additional charge in the first half of 2024 as we complete the settlement. The charge was recorded in Compensation and Benefits expense in our Condensed Consolidated Statements of Income.


Nasdaq, Inc.

Reconciliation of U.S. GAAP to Non-GAAP Net Income, Diluted Earnings Per Share, Operating Income,

Operating Expenses, and Organic Impacts

(in millions)

(unaudited)

 

     Three Months Ended                                        
     December 31,      December 31,      Total Variance     Organic Impact     Other Impacts (1)  
     2023      2022      $     %     $      %     $     %  

CAPITAL ACCESS PLATFORMS

                   

Data and Listing Services revenues

   $ 189      $ 182      $ 7       4   $ 6        3   $ 1       1

Index revenues

     146        116        30       26     30        26     —        — 

Workflow and Insights revenues

     126        121        5       4     4        3     1       1
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total Capital Access Platforms revenues

     461        419        42       10     40        10     2       — 

FINANCIAL TECHNOLOGY

                   

Regulatory Technology revenues

     170        82        88       107     14        17     74       90

Capital Markets Technology revenues

     229        149        80       54     4        3     76       51
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total Financial Technology revenues

     399        231        168       73     18        8     150       65
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

SOLUTIONS REVENUES (2)

     860        650        210       32     58        9     152       23

MARKET SERVICES

     247        245        2       1     1        —      1       — 

OTHER REVENUES

     10        11        (1     (9 )%      —         —      (1     (9 )% 
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

REVENUES LESS TRANSACTION-BASED EXPENSES

   $ 1,117      $ 906      $ 211       23   $ 59        7   $ 152       17
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Non-GAAP Operating Expenses

   $ 504      $ 460      $ 44       10   $ 8        2   $ 36       8
     Year Ended                                        
     December 31,      December 31,      Total Variance     Organic Impact     Other Impacts (1)  
     2023      2022      $     %     $      %     $     %  

CAPITAL ACCESS PLATFORMS

                   

Data and Listing Services revenues

   $ 749      $ 727      $ 22       3   $ 22        3   $ —        — 

Index revenues

     528        486        42       9     42        9     —        — 

Workflow and Insights revenues

     493        469        24       5     22        5     2       — 
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total Capital Access Platforms revenues

     1,770        1,682        88       5     86        5     2       — 

FINANCIAL TECHNOLOGY

                   

Regulatory Technology revenues

     435        306        129       42     57        19     72       24

Capital Markets Technology revenues

     664        558        106       19     31        6     75       13
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total Financial Technology revenues

     1,099        864        235       27     88        10     147       17
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

SOLUTIONS REVENUES (2)

     2,869        2,546        323       13     174        7     149       6

MARKET SERVICES

     987        988        (1     —      3        —      (4     — 

OTHER REVENUES

     39        48        (9     (19 )%      1        2     (10     (21 )% 
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

REVENUES LESS TRANSACTION-BASED EXPENSES

   $ 3,895      $ 3,582      $ 313       9   $ 178        5   $ 135       4
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Non-GAAP Operating Expenses

   $ 1,830      $ 1,721      $ 109       6   $ 89        5   $ 20       1

Note: The sum of the percentage changes may not tie to the percentage change in total variance due to rounding.

(1)

Other includes the impacts related to acquisitions, divestitures and changes in FX rates.

(2)

Represents Capital Access Platforms and Financial Technology Segments.


Nasdaq, Inc.

Quarterly Key Drivers Detail

(unaudited)

 

    Three Months Ended     Year Ended  
    December 31,     December 31,     December 31,     December 31,  
    2023     2022     2023     2022  

Capital Access Platforms

       

Annualized recurring revenues (in millions) (1)

  $ 1,235     $ 1,190     $ 1,235     $ 1,190  

Initial public offerings

       

The Nasdaq Stock Market (2)

    28       18       130       161  

Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic

    4       5       7       38  

Total new listings

       

The Nasdaq Stock Market (2)

    100       74       330       366  

Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic (3)

    7       10       23       63  

Number of listed companies

       

The Nasdaq Stock Market (4)

    4,044       4,230       4,044       4,230  

Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic (5)

    1,218       1,251       1,218       1,251  

Index

       

Number of licensed exchange traded products (ETPs)

    388       379       388       379  

Period end ETP assets under management (AUM) tracking Nasdaq indexes (in billions)

  $ 473     $ 315     $ 473     $ 315  

Quarterly average ETP AUM tracking Nasdaq indexes (in billions)

  $ 436     $ 326      

TTM (6) net inflows ETP AUM tracking Nasdaq indexes (in billions)

  $ 31     $ 34     $ 31     $ 34  

TTM (6) net appreciation (depreciation) ETP AUM tracking Nasdaq indexes (in billions)

  $ 128     $ (142   $ 128     $ (142

Financial Technology

       

Regulatory Technology

       

Annualized recurring revenues (in millions) (1)

  $ 551     $ 312     $ 551     $ 312  

Capital Markets Technology

       

Annualized recurring revenues (in millions) (1)

  $ 799     $ 499     $ 799     $ 499  

Market Services

       

Equity Derivative Trading and Clearing

       

U.S. equity options

       

Total industry average daily volume (in millions)

    40.2       39.3       40.4       38.2  

Nasdaq PHLX matched market share

    11.5     12.0     11.3     11.6

The Nasdaq Options Market matched market share

    5.5     7.0     6.1     8.0

Nasdaq BX Options matched market share

    2.4     3.3     3.3     2.8

Nasdaq ISE Options matched market share

    6.1     6.0     5.9     5.7

Nasdaq GEMX Options matched market share

    2.7     2.2     2.4     2.3

Nasdaq MRX Options matched market share

    2.6     1.4     2.0     1.6
 

 

 

   

 

 

   

 

 

   

 

 

 

Total matched market share executed on Nasdaq’s exchanges

    30.8     31.9     31.0     32.0

Nasdaq Nordic and Nasdaq Baltic options and futures

       

Total average daily volume of options and futures contracts (7)

    327,680       277,521       301,320       296,626  

Cash Equity Trading

       

Total U.S.-listed securities

       

Total industry average daily share volume (in billions)

    11.2       11.2       11.0       11.9  

Matched share volume (in billions)

    113.3       121.7       455.6       522.8  

The Nasdaq Stock Market matched market share

    15.4     16.1     15.8     16.2

Nasdaq BX matched market share

    0.4     0.5     0.4     0.5

Nasdaq PSX matched market share

    0.3     0.7     0.3     0.8
 

 

 

   

 

 

   

 

 

   

 

 

 

Total matched market share executed on Nasdaq’s exchanges

    16.1     17.3     16.5     17.5

Market share reported to the FINRA/Nasdaq Trade Reporting Facility

    40.9     36.6     36.7     35.2
 

 

 

   

 

 

   

 

 

   

 

 

 

Total market share (8)

    57.0     53.9     53.2     52.7

Nasdaq Nordic and Nasdaq Baltic securities

       

Average daily number of equity trades executed on Nasdaq’s exchanges

    637,403       778,057       666,411       908,813  

Total average daily value of shares traded (in billions)

  $ 4.5     $ 4.6     $ 4.5     $ 5.4  

Total market share executed on Nasdaq’s exchanges

    72.0     69.7     71.0     71.5

Fixed Income and Commodities Trading and Clearing

       

Fixed Income

       

Total average daily volume of Nasdaq Nordic and Nasdaq Baltic fixed income contracts

    93,128       97,405       95,625       111,901  

 

(1)

Annualized Recurring Revenue (ARR) for a given period is the current annualized value 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. For Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for Adenza recurring revenue contracts that include annual values that increase over time, we include in ARR only the annualized value of components of the contract that are considered active as of the date of the ARR calculation. We do not include the future committed increases in the contract value as of the date of the ARR calculation. 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.

 

(2)

New listings include IPOs, including issuers that switched from other listing venues, closed-end funds and separately listed ETPs. For the three months ended December 31, 2023 and 2022, IPOs included 8 SPACs in each period. For the year ended December 31, 2023 and 2022, IPOs included 27 and 74 SPACs, respectively.

 

(3)

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.

 

(4)

Number of total listings on The Nasdaq Stock Market at period end includes 600 ETPs as of December 31, 2023 and 528 as of December 31, 2022.

 

(5)

Represents companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on the alternative markets of Nasdaq First North.

 

(6)

Trailing 12-months.

 

(7)

Includes Finnish option contracts traded on Eurex for which Nasdaq and Eurex have a revenue sharing arrangement.

 

(8)

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.

Exhibit 99.2

 

LOGO    NEWS RELEASE   

Nasdaq Announces Quarterly Dividend

of $0.22 Per Share

NEW YORK, January 31, 2024 – The Board of Directors of Nasdaq, Inc. (Nasdaq: NDAQ) has declared a regular quarterly dividend of $0.22 per share on the company’s outstanding common stock. The dividend is payable on March 28, 2024 to shareholders of record at the close of business on March 14, 2024. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the Board of Directors.

About Nasdaq

Nasdaq (Nasdaq: NDAQ) is a leading global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence. To learn more about the company, technology solutions, and career opportunities, visit us on LinkedIn, on X @Nasdaq, or at www.nasdaq.com.

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, information regarding our dividend program and future payment obligations. 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, government and industry regulation, interest rate risk, U.S. and global competition, 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.

Media Relations Contacts:

Nick Jannuzzi

+1.973.760.1741

Nicholas.Jannuzzi@Nasdaq.com

Nick Eghtessad

+1.929.996.8894

Nick.Eghtessad@Nasdaq.com

Investor Relations Contact:

Ato Garrett

+1.212.401.8737

Ato.Garrett@Nasdaq.com

-NDAQF-

v3.24.0.1
Document and Entity Information
Jan. 31, 2024
Document And Entity Information [Line Items]  
Amendment Flag false
Entity Central Index Key 0001120193
Document Type 8-K
Document Period End Date Jan. 31, 2024
Entity Registrant Name Nasdaq, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-38855
Entity Tax Identification Number 52-1165937
Entity Address, Address Line One 151 W. 42nd Street
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10036
City Area Code 212
Local Phone Number 401 8700
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock .01parvaluepershare [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Common Stock, $0.01 par value per share
Trading Symbol NDAQ
Security Exchange Name NASDAQ
Four Point Five Zero Zero Senior Notes Due 2032 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 4.500% Senior Notes due 2032
Trading Symbol NDAQ32
Security Exchange Name NASDAQ
Zero Point Nine Zero Zero Senior Unsecured Notes Due 2033 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 0.900% Senior Notes due 2033
Trading Symbol NDAQ33
Security Exchange Name NASDAQ
Zero Point Eight Seven Five Percent Senior Notes Due 2030 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 0.875% Senior Notes due 2030
Trading Symbol NDAQ30
Security Exchange Name NASDAQ
One Point Seven Five Percent Senior Notes Due 2029 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 1.75% Senior Notes due 2029
Trading Symbol NDAQ29
Security Exchange Name NASDAQ

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