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.
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
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.
- 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.
____________
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.
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.
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+1.973.760.1741Nicholas.Jannuzzi@Nasdaq.com
David Lurie+1.914.538.0533David.Lurie@Nasdaq.com
Investor Relations Contact
Ato Garrett+1.212.401.8737Ato.Garrett@Nasdaq.com
NDAQF
|
|
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, |
|
December
31, |
|
|
|
2023 |
|
2022 |
Assets |
|
(unaudited) |
|
|
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. |
|
|
|
|
|
|
|
|
|
Nasdaq (NASDAQ:NDAQ)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
Nasdaq (NASDAQ:NDAQ)
Gráfica de Acción Histórica
De May 2023 a May 2024