Second quarter 2022 net revenues¹ increased 6% compared to the second quarter of 2021. Solutions segments² revenues increased 10%, including 12% organic growth, partially offset by a negative 2% FX impact.

Annualized Recurring Revenue (ARR)³ increased 9% compared to the second quarter of 2021. Annualized SaaS revenues increased 12% and represented 35% of ARR.

Second quarter 2022 GAAP diluted earnings per share decreased 10% compared to the second quarter of 2021 primarily due to a gain on a divestiture in the prior year period. Second quarter 2022 non-GAAP⁴ diluted earnings per share increased 9% compared to the second quarter of 2021.

During the first six months of 2022, the company returned $819 million to shareholders, including $633 million in share repurchases and $186 million in dividends.

After receiving the required regulatory and shareholder approvals, the Board declared a three-for-one stock split, with trading of NDAQ on a split-adjusted basis to begin on August 29, 2022.

(US$ millions, except per share)

Solutions Segments Revenues

Market Services Net Revenues

Net Revenues

ARR

GAAP Diluted EPS

Non-GAAP Diluted EPS

Second quarter 2022 net revenues were $893 million, an increase of $47 million, or 6%, from $846 million in the prior year period. Net revenues reflected a $76 million, or 9%, positive impact from organic growth, including positive contribution from all segments, partially offset by a $19 million decrease from the impact of changes in FX rates and a $10 million decrease from the net impact of acquisitions and divestitures.

Solutions segments revenues were $582 million in the second quarter of 2022, an increase of $55 million, or 10%. The increase reflects a $65 million, or 12%, positive impact from organic growth, partially offset by a $10 million decrease from the impact of changes in FX rates.

Market Services net revenues were $310 million in the second quarter of 2022, an increase of $2 million, or 1%. The increase reflects a $11 million, or 4%, positive impact from organic growth, partially offset by a $9 million decrease from the impact of changes in FX rates.

Second quarter 2022 GAAP operating expenses increased $11 million, or 2%, versus the prior year period. The increase primarily reflects higher general, administrative and other expense, compensation and benefits expense, and computer operations and data communications expense, partially offset by lower restructuring charges and professional and contract services expense.

Second quarter 2022 non-GAAP operating expenses increased $21 million, or 5% versus the prior year period. The increase reflects a $42 million, or 11%, organic increase over the prior year period, partially offset by a $17 million decrease from the impact of changes in FX rates and a $4 million decrease from the net impact of acquisitions and divestitures. The organic increase primarily reflects higher compensation and benefits expense, general, administrative and other expense, and computer operations and data communications expense, partially offset by lower professional and contract services expense.

The company repurchased $166 million in shares of its common stock in the second quarter of 2022, including the completion of a share repurchase program to offset dilution related to the divestiture of our U.S. Fixed Income business. As of June 30, 2022, there was $293 million remaining under the board authorized share repurchase program.

The Board of Directors has approved and declared a three-for-one stock split in the form of a stock dividend on each share of common stock. The company’s shareholders, and the SEC, approved the company’s proposed charter amendment to increase the number of authorized shares of common stock, and trading on a split-adjusted basis is expected to take place on August 29, 2022.

The company is narrowing its 2022 non-GAAP operating expense guidance to a range of $1,710 to $1,740 million. Nasdaq continues to expect its 2022 non-GAAP tax rate to be in the range of 24% to 26%.

Nasdaq’s annualized SaaS revenues in the second quarter of 2022 increased 12% year over year. Annualized SaaS revenues totaled $679 million in the second quarter of 2022, representing 35% of total company ARR, up from 33% in the second quarter of 2021. The 12% year over year increase in annualized SaaS revenues primarily reflects strong growth in our Anti Financial Crime and Analytics businesses.

Corporate Platforms delivered strong year over year growth from both Listing Services and IR and ESG Services, and Nasdaq has further expanded its ESG capabilities with the acquisition of Metrio. Listing Services revenues rose 15% to $107 million as the number of Nasdaq-listed corporate issuers increased 11% versus the prior year period. IR & ESG Services revenues in the second quarter of 2022 increased 9% and the number of clients increased 6%. Nasdaq also acquired Metrio, an ESG data collection, analytics and reporting services provider, which expands our platform of SaaS solutions.

Investment Intelligence continues to deliver strong revenue growth led by Index and Analytics. The Analytics business led by eVestment saw continued strong user adoption across both asset owners and asset managers as annualized SaaS revenues increased 12% to $215 million. In our Index business, revenue growth remained robust with a 16% year over year increase. The business continued to experience strong net inflows of $71 billion over the last 12 months, helping to offset the impact of market depreciation. Additionally, the number of contracts traded on futures and options on futures tracking Nasdaq indexes increased 64% year over year.

Nasdaq led all exchanges in total multiply-listed options traded and set a record for the number of shares traded during the 2022 Russell U.S. indexes reconstitution. In the second quarter and first six months of 2022, Nasdaq led all exchanges during the period in total volume traded for multiply-listed equity options. Nasdaq continues to see higher participation in our auctions as passive strategies become a larger share of investment assets. As a result, Nasdaq achieved a record day for rebalancing Nasdaq listed securities in the annual Russell reconstitution, with 3.31 billion shares representing $63.8 billion, executed in 2.04 seconds.

Market Technology achieved strong new order intake. New order intake totaled $102 million in the second quarter of 2022, with nearly 60% coming from new customers, including a client agreement with Climate Impact X (CIX) to leverage Nasdaq’s Marketplace Services Platform.

Will Briganti

Ed Ditmire, CFA

+1.646.964.8169

+1.212.401.8737

william.briganti@nasdaq.com

ed.ditmire@nasdaq.com

Revenues:

Market Technology

Investment Intelligence

Corporate Platforms

Market Services

Other Revenues

Total revenues

Transaction-based expenses:

Transaction rebates

Brokerage, clearance and exchange fees

Revenues less transaction-based expenses

Operating Expenses:

Compensation and benefits

Professional and contract services

Computer operations and data communications

Occupancy

General, administrative and other

Marketing and advertising

Depreciation and amortization

Regulatory

Merger and strategic initiatives

Restructuring charges

Total operating expenses

Operating income

Interest income

Interest expense

Net gain on divestiture of business

Other income

Net income from unconsolidated investees

Income before income taxes

Income tax provision

Net income

Net loss attributable to noncontrolling interests

Net income attributable to Nasdaq

Per share information:

Basic earnings per share

Diluted earnings per share

Cash dividends declared per common share

Weighted-average common shares outstanding for earnings per share:

Basic

Diluted

MARKET TECHNOLOGY REVENUES

Anti Financial Crime Technology revenues

Marketplace Infrastructure Technology revenues

Total Market Technology revenues

INVESTMENT INTELLIGENCE REVENUES

Market Data revenues

Index revenues

Analytics revenues

Total Investment Intelligence revenues

CORPORATE PLATFORMS REVENUES

Listings Services revenues

IR & ESG Services revenues

Total Corporate Platforms revenues

MARKET SERVICES REVENUES

Equity Derivative Trading and Clearing revenues

Transaction-based expenses:

Transaction rebates

Brokerage, clearance and exchange fees

Total net equity derivative trading and clearing revenues

Cash Equity Trading revenues

Transaction-based expenses:

Transaction rebates

Brokerage, clearance and exchange fees

Total net cash equity trading revenues

Fixed Income and Commodities Trading and Clearing revenues

Trade Management Services revenues

Total Net Market Services revenues

OTHER REVENUES

REVENUES LESS TRANSACTION-BASED EXPENSES

Assets

Current assets:

Cash and cash equivalents

Restricted cash and cash equivalents

Default funds and margin deposits

Financial investments

Receivables, net

Other current assets

Total current assets

Property and equipment, net

Goodwill

Intangible assets, net

Operating lease assets

Other non-current assets

Total assets

Liabilities

Current liabilities:

Accounts payable and accrued expenses

Section 31 fees payable to SEC

Accrued personnel costs

Deferred revenue

Other current liabilities

Default funds and margin deposits

Short-term debt

Total current liabilities

Long-term debt

Deferred tax liabilities, net

Operating lease liabilities

Other non-current liabilities

Total liabilities

Commitments and contingencies

Equity

Nasdaq stockholders’ equity:

Common stock

Additional paid-in capital

Common stock in treasury, at cost

Accumulated other comprehensive loss

Retained earnings

Total Nasdaq stockholders’ equity

Noncontrolling interests

Total equity

Total liabilities and equity

U.S. GAAP net income attributable to Nasdaq

Non-GAAP adjustments:

Amortization expense of acquired intangible assets ⁽¹⁾

Merger and strategic initiatives expense ⁽²⁾

Restructuring charges ⁽³⁾

Net gain on divestiture of business ⁽⁴⁾

Net income from unconsolidated investees ⁽⁵⁾

Extinguishment of debt ⁽⁶⁾

Other

Total non-GAAP adjustments

Non-GAAP adjustment to the income tax provision ⁽⁷⁾

Total non-GAAP adjustments, net of tax

Non-GAAP net income attributable to Nasdaq

U.S. GAAP diluted earnings per share

Total adjustments from non-GAAP net income above

Non-GAAP diluted earnings per share

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

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.

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.

In September 2019, we initiated the transition of certain technology platforms to advance the company’s strategic opportunities as a technology and analytics provider and continue the realignment of certain business areas. Charges associated with this plan represented a fundamental shift in our strategy and technology as well as executive realignment and were excluded for purposes of calculating non-GAAP measures as they are not reflective of ongoing operating performance or comparisons in Nasdaq’s performance between periods. The restructuring charges primarily consisted of non-cash items such as asset impairment charges primarily related to capitalized software that was retired, and accelerated depreciation expense on certain assets as a result of a decrease in their useful life as well as third party consulting costs. The restructuring program ended as of June 30, 2021.

For the three and six months ended June 30, 2021, we recorded a pre-tax net gain of $84 million on the sale of our U.S. Fixed Income business, which is included in net gain on divestiture of business in the Condensed Consolidated Statements of Income.

Represents the earnings recognized from our equity interest in the Options Clearing Corporation, or OCC. We will continue to exclude the earnings and losses related to our share of OCC’s earnings for purposes of calculating non-GAAP measures as our income on this investment may vary significantly period to period. This provides a more meaningful analysis of Nasdaq’s ongoing operating performance or comparisons in Nasdaq’s performance between periods.

For the three and six months ended June 30, 2022, we recorded a loss on early extinguishment of debt. The charge for all periods is recorded in general, administrative and other expense in our Condensed Consolidated Statements of Income.

The non-GAAP adjustment to the income tax provision primarily includes the tax impact of each non-GAAP adjustment.

U.S. GAAP operating income

Non-GAAP adjustments:

Amortization expense of acquired intangible assets ⁽¹⁾

Merger and strategic initiatives expense ⁽²⁾

Restructuring charges ⁽³⁾

Extinguishment of debt ⁽⁴⁾

Other

Total non-GAAP adjustments

Non-GAAP operating income

Revenues less transaction-based expenses

U.S. GAAP operating margin ⁽⁵⁾

Non-GAAP operating margin ⁽⁶⁾

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.

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.

In September 2019, we initiated the transition of certain technology platforms to advance the company’s strategic opportunities as a technology and analytics provider and continue the realignment of certain business areas. Charges associated with this plan represented a fundamental shift in our strategy and technology as well as executive realignment and were excluded for purposes of calculating non-GAAP measures as they are not reflective of ongoing operating performance or comparisons in Nasdaq’s performance between periods. The restructuring charges primarily consisted of non-cash items such as asset impairment charges primarily related to capitalized software that was retired, and accelerated depreciation expense on certain assets as a result of a decrease in their useful life as well as third party consulting costs. The restructuring program ended as of June 30, 2021.

For the three and six months ended June 30, 2022, we recorded a loss on early extinguishment of debt. The charge for all periods is recorded in general, administrative and other expense in our Condensed Consolidated Statements of Income.

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

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

U.S. GAAP operating expenses

Non-GAAP adjustments:

Amortization expense of acquired intangible assets ⁽¹⁾

Merger and strategic initiatives expense ⁽²⁾

Restructuring charges ⁽³⁾

Extinguishment of debt ⁽⁴⁾

Other

Total non-GAAP adjustments

Non-GAAP operating expenses

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.

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.

In September 2019, we initiated the transition of certain technology platforms to advance the company’s strategic opportunities as a technology and analytics provider and continue the realignment of certain business areas. Charges associated with this plan represented a fundamental shift in our strategy and technology as well as executive realignment and were excluded for purposes of calculating non-GAAP measures as they are not reflective of ongoing operating performance or comparisons in Nasdaq’s performance between periods. The restructuring charges primarily consisted of non-cash items such as asset impairment charges primarily related to capitalized software that was retired, and accelerated depreciation expense on certain assets as a result of a decrease in their useful life as well as third party consulting costs. The restructuring program ended as of June 30, 2021.

For the three and six months ended June 30, 2022, we recorded a loss on early extinguishment of debt. The charge for all periods is recorded in general, administrative and other expense in our Condensed Consolidated Statements of Income.

Market Technology

Order intake (in millions) ⁽¹⁾

Annualized recurring revenues (in millions) ⁽²⁾

Investment Intelligence

Number of licensed exchange traded products (ETPs)

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

TTM ⁽³⁾ net inflows ETP AUM tracking Nasdaq indexes (in billions)

TTM ⁽³⁾ net (depreciation) / appreciation ETP AUM tracking Nasdaq indexes (in billions)

Annualized recurring revenues (in millions) ⁽²⁾

Corporate Platforms

Initial public offerings

The Nasdaq Stock Market ⁽⁴⁾

Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic

Total new listings

The Nasdaq Stock Market ⁽⁴⁾

Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic ⁽⁵⁾

Number of listed companies

The Nasdaq Stock Market ⁽⁶⁾

Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic ⁽⁷⁾

Annualized recurring revenues (in millions) ⁽²⁾

Market Services

Equity Derivative Trading and Clearing

U.S. equity options

Total industry average daily volume (in millions)

Nasdaq PHLX matched market share

The Nasdaq Options Market matched market share

Nasdaq BX Options matched market share

Nasdaq ISE Options matched market share

Nasdaq GEMX Options matched market share

Nasdaq MRX Options matched market share

Total matched market share executed on Nasdaq’s exchanges

Nasdaq Nordic and Nasdaq Baltic options and futures

Total average daily volume of options and futures contracts ⁽⁸⁾

Cash Equity Trading

Total U.S.-listed securities

Total industry average daily share volume (in billions)

Matched share volume (in billions)

The Nasdaq Stock Market matched market share

Nasdaq BX matched market share

Nasdaq PSX matched market share

Total matched market share executed on Nasdaq’s exchanges

Market share reported to the FINRA/Nasdaq Trade Reporting Facility

Total market share ⁽⁹⁾

Nasdaq Nordic and Nasdaq Baltic securities

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

Total average daily value of shares traded (in billions)

Total market share executed on Nasdaq’s exchanges

Fixed Income and Commodities Trading and Clearing

Fixed Income

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

Commodities

Power contracts cleared (TWh) ⁽¹⁰⁾

Total contract value of orders signed during the period, excluding Verafin.

Annualized Recurring Revenue, or ARR, for a given period is the annualized revenue of support services and SaaS subscription contracts. ARR is currently one of our key performance metrics to assess the health and trajectory of our recurring business. ARR does not have any standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts during the reporting period used in calculating ARR may or may not be extended or renewed by our customers.

Trailing 12-months (net inflows excludes ETP sponsor switches of $75 billion during such trailing 12-month period).

New listings include IPOs, including issuers that switched from other listing venues, closed-end funds and separately listed ETPs. For the three months ended June 30, 2022 and 2021, IPOs included 16 and 47 SPACs, respectively. For the six months ended June 30, 2022 and 2021, IPOs included 59 and 243 SPACs, respectively.

New listings include IPOs and represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on the alternative markets of Nasdaq First North.

Number of total listings on The Nasdaq Stock Market at period end, includes 465 ETPs as of June 30, 2022 and 419 as of June 30, 2021.

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

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

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.

Transactions executed on Nasdaq Commodities or OTC and reported for clearing to Nasdaq Commodities measured by Terawatt hours (TWh).

Nasdaq announced on April 20, 2022 that its Board approved pursuing a three-for-one stock split in the form a stock dividend, subject to the approval by both its shareholders and the Securities and Exchange Commission (“SEC”) of the adoption of an amendment to the company’s Amended and Restated Certificate of Incorporation to increase Nasdaq’s authorized shares of common stock.

In June, Nasdaq’s shareholders, and the SEC, approved the proposed amendment to increase the authorized shares of common stock in order to effect the stock split in the form of a stock dividend.

The Board declared a 3-for-1 stock split in the form of a stock dividend, entitling each shareholder of record to receive two additional shares of common stock for every one share owned.

The record date for the stock dividend is August 12, 2022, with a distribution date for the new shares of August 26, 2022. Trading will begin on a split-adjusted basis on August 29, 2022.

The Board has declared a regular quarterly dividend of $0.20 per share on the company’s outstanding common stock. On a split-adjusted basis, the dividend is economically equivalent to the pre-split quarterly dividend of $0.60 per share paid in the preceding quarter.

The dividend is payable on September 30, 2022, to shareholders of record at the close of business on September 16, 2022.

Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the Board of Directors.