NASDAQ INC
For the period ended Jun 30, 2024. Filed Aug 6, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 6, 2024
NDAQ$107.12+0.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-05-02.
0001120193-24-000010
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-08-06.
0001120193-24-000014
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 171 previous paragraphs and 178 current paragraphs.
90 unchanged; 69 reworded; 17 added; 10 removed; 2 previous and 2 current paragraphs rearranged.
Tables are not compared: 29 previous and 34 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (17)
Current report
• Nasdaq extended its listings leadership in the U.S., leading U.S. exchanges for eligible operating company IPOs with a 72% total win rate in the second quarter of 2024.
Current report
•Nasdaq executed the highest ever one-day notional Closing Cross volume in June. During the annual Russell U.S. indexes reconstitution, Nasdaq successfully facilitated approximately 2.9 billion shares traded in 0.878 seconds across Nasdaq-listed securities, representing a record $95.3 billion dollars in market value.
Current report
Data & Listing Services revenues were essentially unchanged for the three and six months ended June 30, 2024 compared with the same periods in 2023 as higher data sales, higher data usage, new listings and pricing were partially offset by the impact of 2023 delistings and downgrades and lower amortization of prior period initial listing fees.
Current report
The following tables present revenues and key drivers for our Financial Crime Management Technology business:
Current report
The following tables present revenues and key drivers for our Regulatory Technology business:
Current report
The following tables present revenues and key drivers for our Capital Markets Technology business:
Current report
Cash equity trading revenues increased in the second quarter of 2024 compared with the same period in 2023 primarily due to higher U.S. industry trading volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq's exchanges and lower gross capture. Cash equity trading revenues was essentially unchanged in the first six months of 2024 compared with the same period in 2023 primarily due to higher U.S. industry trading volumes, offset by lower overall U.S. matched market share executed on Nasdaq's exchanges.
Current report
Cash equity trading revenues less transaction-based expenses increased in the second quarter and first six months of 2024 compared with the same periods in 2023 primarily due to higher U.S. industry trading volumes and higher capture rate, partially offset by lower overall U.S. matched market share executed on Nasdaq’s exchanges.
Current report
Other revenues increased in the second quarter of 2024 compared with the same period in 2023 primarily due to an increase in Canadian cash equities trading and Nordic fixed income trading and clearing revenues. Other revenues is unchanged in the first six months of 2024 compared with the same period in 2023.
Current report
Marketing and advertising expense increased in the second quarter and first six months of 2024 compared with the same periods in 2023 primarily due to higher client incentive spending resulting from higher IPO activity.
Current report
Regulatory expense increased in the second quarter and first six months of 2024 compared with the same periods in 2023 primarily due to the fine incurred in connection with the SFSA inquiry. See “SFSA Inquiry” of Note 17, “Commitments, Contingencies and Guarantees,” to the condensed consolidated financial statements for further discussion.
Current report
Interest income decreased in the second quarter and first six months of 2024 compared with the same periods in 2023 due to lower average cash balance.
Current report
Other income (loss) primarily represents realized and unrealized gains and losses from strategic investments related to our corporate venture program.
Current report
◦Other (income) loss: For the three and six months ended June 30, 2024, other items include net gains from strategic investments entered into through our corporate venture program, which are included in other income (loss) in our Consolidated Statements of Income
Current report
The decrease in working capital is primarily driven by the reclassification of the 2025 Notes to short-term debt in the second quarter of 2024, see “Debt Obligations” below, increased deferred revenue due to the acquisition of Adenza, and increased Section 31 fees payable to the SEC.
Current report
Net Cash Provided by (Used in) Financing Activities
Current report
In the table above, the 2025 Notes were reclassified to short-term debt as of June 30, 2024, including the balance as of December 31, 2023, for presentation purposes.
Removed paragraphs (10)
Previous report
•Nasdaq maintained its leadership among exchanges in U.S. multi-listed options. In the first quarter of 2024, Nasdaq led all exchanges during the period in total volume traded for U.S. multi-listed equity options. Nasdaq also achieved record revenue in its proprietary index options franchise, driven by record trading volumes.
Previous report
Data & Listing Services revenues increased in the first quarter of 2024 compared with the same period in 2023 due to new listings and an increase in proprietary data revenues due to our international expansion, partially offset by the impact of 2023 delistings.
Previous report
The following table presents key drivers for Financial Crime Management Technology business:
Previous report
The following table presents key drivers for Regulatory Technology business:
Previous report
The following table presents key drivers for Capital Markets Technology business:
Previous report
Other revenues decreased in the first quarter of 2024 compared with the same period in 2023 primarily due to lower European equity derivatives trading volumes.
Previous report
Marketing and advertising expense remained relatively flat in the first quarter of 2024 compared with the same period in 2023.
Previous report
N/M - Not meaningful
Previous report
N/M - Not meaningful
Previous report
Interest income remained flat in the first quarter of 2024 compared with the same period in 2023.
Reworded paragraphs (69)
Previous wording
First Quarter 2024 and Recent Developments
Current wording
Second Quarter 2024 and Recent Developments
Previous wording
• ETP AUM linked to Nasdaq indices reached record levels, ending the first quarter at $519 billion.
Current wording
•ETP AUM linked to Nasdaq indices reached record levels, ending the second quarter of 2024 at $569 billion.
Previous wording
•For the three months ended March 31, 2024, we returned $127 million to shareholders through dividend payments.
Current wording
•In the second quarter of 2024, we returned $138 million to shareholders through dividend payments and $58 million in repurchases of our common stock.
Previous wording
•In April 2024, the board of directors approved a regular quarterly cash dividend of $0.24 per share on our outstanding common stock, which reflects an increase of 9% from our most recent quarterly cash dividend of $0.22 per share.
Current wording
•In July 2024, the board of directors approved a regular quarterly cash dividend of $0.24 per share on our outstanding common stock.
Previous wording
The following table summarizes our financial performance for the three months ended March 31, 2024 compared to the same period in 2023. The comparability of our results of operations between reported periods is impacted by the acquisition of Adenza in November 2023. See “2023 Acquisition,” of Note 4, “Acquisition,” to the condensed consolidated financial statements for further discussion. For a detailed discussion of our results of operations, see “Segment Operating Results” below.
Current wording
The following tables summarize our financial performance for the three and six months ended June 30, 2024 compared to the same periods in 2023. The comparability of our results of operations between reported periods is impacted by the acquisition of Adenza in November 2023. See Note 4, “Acquisition,” to the condensed consolidated financial statements for further discussion. For a detailed discussion of our results of operations, see “Segment Operating Results” below.
Previous wording
The following table presents our revenues by segment:
Current wording
The following tables present our revenues by segment:
Previous wording
The following chart presents our Capital Access Platforms, Financial Technology and Market Services segments as a percentage of our total revenues, less transaction-based expenses.
Current wording
The following charts present our Capital Access Platforms, Financial Technology and Market Services segments as a percentage of our total revenues, less transaction-based expenses.
Previous wording
The following table presents revenues from our Capital Access Platforms segment:
Current wording
The following tables present revenues from our Capital Access Platforms segment:
Previous wording
The following table presents key drivers from our Data & Listing Services business:
Current wording
The following tables present key drivers from our Data & Listing Services business:
Previous wording
•Number of total listed companies on The Nasdaq Stock Market for the three months ended March 31, 2024 and 2023 included 619 and 539 ETPs, respectively. For the three months ended March 31, 2024 and 2023, IPOs included 5 and 10 SPACs, respectively.
Current wording
•For the three months ended June 30, 2024 and 2023, IPOs included 8 and 5 SPACs, respectively. For the six months ended June 30, 2024 and 2023, IPOs included 13 and 15 SPACs, respectively. Number of total listed companies on The Nasdaq Stock Market for the six months ended June 30, 2024 and 2023 included 645 and 547 ETPs, respectively.
Previous wording
Index revenues increased in the first quarter of 2024 compared with the same period in 2023 primarily due to higher AUM in exchange traded products linked to Nasdaq indices, strong futures capture and trading volume of contracts linked to the Nasdaq-100 Index and a $16 million one-time item related to a legal settlement to recoup revenue.
Current wording
Index revenues increased in the second quarter and first six months of 2024 compared with the same periods in 2023 primarily due to higher AUM in exchange traded products linked to Nasdaq indices and growth in trading volume on futures contracts linked to the Nasdaq-100 Index. The increase in the first six months also includes a $16 million one-time item related to a legal settlement to recoup revenue.
Previous wording
Workflow & Insights revenues increased in the first quarter of 2024 compared with the same period in 2023 primarily due to an increase in analytics revenues. The increase was primarily due to higher Data Link sales and growth in our eVestment product offerings.
Current wording
Workflow & Insights revenues increased in the second quarter and first six months of 2024 compared with the same periods in 2023 primarily due to an increase in analytics revenues. The increase was primarily due to higher Data Link sales and growth in our eVestment product offerings.
Previous wording
Financial Crime Management Technology revenues increased in the first quarter of 2024 compared to the same period in 2023 primarily due to an increase in demand related to new sales to existing clients and new customer acquisitions, particularly small and medium-sized businesses.
Current wording
Financial Crime Management Technology revenues increased in the second quarter and first six months of 2024 compared with the same periods in 2023 primarily due to price increases, new sales to existing clients and new customer acquisitions, particularly small and medium-sized businesses.
Previous wording
Regulatory Technology revenues increased in the first quarter of 2024 compared to the same period in 2023 primarily due to the inclusion of revenues from AxiomSL due to our acquisition of Adenza.
Current wording
Regulatory Technology revenues increased in the second quarter and first six months of 2024 compared with the same periods in 2023 primarily due to the inclusion of revenues from AxiomSL associated with our acquisition of Adenza and higher surveillance revenues.
Previous wording
Capital Markets Technology revenues increased in the first quarter of 2024 compared with the same period in 2023. The increase was primarily due to the inclusion of revenues from Calypso due to our acquisition of Adenza and higher trade management services revenues mainly driven by demand for colocation and connectivity services and pricing, partially offset by lower market technology revenues related to lower professional fees.
Current wording
Capital Markets Technology revenues increased in the second quarter and first six months of 2024 compared with the same periods in 2023. The increase was primarily due to the inclusion of revenues from Calypso associated with our acquisition of Adenza and higher trade management services revenues mainly driven by demand for colocation and connectivity services and pricing, partially offset by lower market technology revenues related to lower professional fees due to a large project delivery in the comparative periods of 2023.
Previous wording
The following table presents revenues from our Market Services segment:
Current wording
The following tables present revenues from our Market Services segment:
Previous wording
Our Market Services segment includes equity derivatives trading, cash equity trading, Nordic fixed income trading & clearing, U.S. Tape plans and other revenues. The following table presents net revenues by product from our Market Services segment:
Current wording
Our Market Services segment includes equity derivatives trading, cash equity trading, Nordic fixed income trading & clearing, U.S. Tape plans and other revenues. The following tables present net revenues by product from our Market Services segment:
Previous wording
In the table above, Other includes Nordic fixed income trading & clearing, Nordic derivatives and Canadian cash equities trading.
Current wording
In the tables above, Other includes Nordic fixed income trading & clearing, Nordic derivatives and Canadian cash equities trading.
Previous wording
The following table presents total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers from our U.S. Equity Derivative Trading business:
Current wording
The following tables present total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers from our U.S. Equity Derivative Trading business:
Previous wording
Section 31 fees are recorded as U.S. equity derivative and cash equity trading revenues with a corresponding amount recorded in transaction-based expenses. We are assessed these fees from the SEC and pass them through to our customers in the form of incremental fees. Pass-through fees can increase or decrease due to rate changes by the SEC, our percentage of the overall industry volumes processed on our systems, and differences in actual dollar value traded. Section 31 fees decreased in the first quarter of 2024 compared with the same period in 2023 primarily due to lower average SEC fee rates. Since the amount recorded in revenues is equal to the amount recorded as Section 31 fees, there is no impact on our net revenues.
Current wording
Section 31 fees are recorded as U.S. equity derivative and cash equity trading revenues with a corresponding amount recorded in transaction-based expenses. We are assessed these fees from the SEC and pass them through to our customers in the form of incremental fees. Pass-through fees can increase or decrease due to rate changes by the SEC, our percentage of the overall industry volumes processed on our systems, and differences in actual dollar value traded. Section 31 fees increased in the second quarter of 2024 compared with the same period in 2023 primarily due to higher average SEC fee rates as a result of an increase in the SEC fee rate in May 2024. Section 31 fees decreased in the first six months of 2024 compared with the same period in 2023 primarily due to lower average SEC fee rates. Since the amount recorded in revenues is equal to the amount recorded as Section 31 fees, there is no impact on our net revenues.
Previous wording
U.S. equity derivative trading revenues and U.S. equity derivative trading revenues less transaction-based expenses decreased in the first quarter of 2024 compared with the same period in 2023. The decrease in U.S. equity derivative trading revenues was primarily due to lower overall matched market share executed on Nasdaq’s exchanges, partially offset by a higher gross capture rate and higher industry volumes. The decrease in U.S. equity derivative trading revenues less transaction-based expenses was primarily due to lower capture and lower overall matched market share executed on Nasdaq’s exchanges, partially offset by higher industry volumes.
Current wording
U.S. equity derivative trading revenues increased in the second quarter and first six months of 2024 compared with the same periods in 2023 primarily due to higher gross capture rate and higher industry trading volumes, partially offset by lower overall matched market share executed on Nasdaq’s exchanges. The U.S. equity derivative trading revenues less transaction-based expenses were essentially unchanged in the second quarter compared with the same period in 2023 as higher industry trading volumes were offset by lower capture rate and lower overall matched market share executed on Nasdaq’s exchanges. The U.S. equity derivative trading revenues less transaction-based expenses decreased in first six months of 2024 compared with the same period in 2023 primarily due to lower overall matched market share executed on Nasdaq’s exchanges and lower capture rate, partially offset by higher industry volumes.
Previous wording
Transaction rebates, in which we credit a portion of the execution charge to the market participant, increased in the first quarter of 2024 compared with the same period in 2023 primarily due to higher rebate capture rate and higher industry trading volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq's exchanges.
Current wording
Transaction rebates, in which we credit a portion of the execution charge to the market participant, increased in the second quarter and first six months of 2024 compared with the same periods in 2023 primarily due to higher rebate capture rate and higher industry trading volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq's exchanges.
Previous wording
The following table presents total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers and other metrics from our Cash Equity Trading business:
Current wording
The following tables present total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers and other metrics from our Cash Equity Trading business:
Previous wording
See the discussion in "U.S. Equity Derivative Trading" for an explanation of Section 31 fees for the first quarter of 2024 as compared with the same period in 2023. Since the amount recorded in revenues is equal to the amount recorded as Section 31 fees, there is no impact on our net revenues.
Current wording
See the discussion in "U.S. Equity Derivative Trading" for an explanation of Section 31 fees for the second quarter of 2024 as compared with the same period in 2023. Section 31 fees increased in the first six months of 2024 compared with the same period in 2023 primarily due to higher trading volumes partially offset by lower average SEC fee rates. Since the amount recorded in revenues is equal to the amount recorded as Section 31 fees, there is no impact on our net revenues.
Previous wording
In the table above, total market share includes transactions executed on The Nasdaq Stock Market’s, Nasdaq BX’s and Nasdaq PSX’s systems plus trades reported through the FINRA/Nasdaq Trade Reporting Facility.
Current wording
In the tables above, total market share includes transactions executed on The Nasdaq Stock Market’s, Nasdaq BX’s and Nasdaq PSX’s systems plus trades reported through the FINRA/Nasdaq Trade Reporting Facility.
Previous wording
Transaction rebates decreased in the first quarter of 2024 compared with the same period in 2023. For The Nasdaq Stock Market and Nasdaq PSX, we credit a portion of the per share execution charge to the market participant that provides the liquidity, and for Nasdaq BX, we credit a portion of the per share execution charge to the market participant that takes the liquidity. The decrease was primarily due to lower U.S. matched market share executed on Nasdaq's exchanges.
Current wording
Transaction rebates increased in the second quarter of 2024 compared with the same period in 2023 primarily due to higher U.S. industry volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq's exchanges and lower rebate capture rate. Transaction rebates decreased in the first six months of 2024 compared with the same period in 2023 primarily due to lower U.S. matched market share executed on Nasdaq's exchanges and lower rebate capture rate, partially offset by higher U.S. trading volumes. For The Nasdaq Stock Market and Nasdaq PSX, we credit a portion of the per share execution charge to the market participant that provides the liquidity, and for Nasdaq BX, we credit a portion of the per share execution charge to the market participant that takes the liquidity.
Previous wording
The following table presents revenues from our U.S. Tape plans business:
Current wording
The following tables present revenues from our U.S. Tape plans business:
Previous wording
U.S. Tape plans revenues decreased in the first quarter of 2024 compared with the same period in 2023 primarily due to lower industry-wide usage volume as well as the impact of one-time industry-wide adjustments.
Current wording
U.S. Tape plans revenues decreased in the second quarter and first six months of 2024 compared with the same periods in 2023 primarily due to lower industry-wide usage volume. The decrease in the first six months of 2024 also reflected the impact of one-time industry-wide adjustments.
Previous wording
Other includes Nordic fixed income trading and clearing, Nordic derivatives and Canadian cash equities trading. The following table presents revenue and a key driver from our Other business:
Current wording
Other includes Nordic fixed income trading and clearing, Nordic derivatives and Canadian cash equities trading. The following tables present revenues and a key driver from our Other business:
Previous wording
In the table above, other includes transaction rebates of $5 million and $6 million for the three months ended March 31, 2024 and 2023, respectively.
Current wording
In the tables above, other includes transaction rebates of $5 million for the three months ended June 30, 2024 and 2023, and $11 million for the six months ended June 30, 2024 and 2023.
Previous wording
In the table above, Nasdaq Nordic and Nasdaq Baltic total average daily volume of options and futures contracts include Finnish option contracts traded on Eurex for which Nasdaq and Eurex have a revenue sharing arrangement. The revenue sharing arrangement ended in the fourth quarter of 2023.
Current wording
In the tables above, Nasdaq Nordic and Nasdaq Baltic total average daily volume of options and futures contracts include Finnish option contracts traded on Eurex for which Nasdaq and Eurex have a revenue sharing arrangement. The revenue sharing arrangement ended in the fourth quarter of 2023.
Previous wording
For the three months ended March 31, 2024 and 2023, other revenues include revenues related to our European power trading and clearing business, following our announcement in June 2023 to sell this business to the European Energy Exchange, subject to regulatory approval. Prior to June 2023, these revenues were included in our Market Services and Capital Access Platforms segments.
Current wording
For the three and six months ended June 30, 2024 and 2023, other revenues include revenues related to our Nordic power trading and clearing business, following our announcement in June 2023 that we entered into an agreement to sell this business. This agreement was subsequently terminated in June 2024. Revenues from this business will continue to be reflected in Other Revenues. Prior to June 2023, these revenues were included in our Market Services and Capital Access Platforms segments.
Previous wording
The following table presents our operating expenses:
Current wording
The following tables present our operating expenses:
Previous wording
The increase in compensation and benefits expense for the first quarter of 2024 compared with the same period in 2023 was primarily driven by increased headcount as well as a pre-tax loss of $23 million resulting from the finalization of the termination of our pension plan.
Current wording
The increase in compensation and benefits expense for the second quarter and first six months of 2024 compared with the same periods in 2023 was primarily driven by increased headcount related to Adenza and higher incentive compensation. The increase in the first six months of 2024 also includes a pre-tax charge of $23 million resulting from the finalization of the termination of our pension plan.
Previous wording
Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 8,568 employees as of March 31, 2024 from 6,486 as of March 31, 2023, primarily due to our acquisition of Adenza.
Current wording
Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 8,658 employees as of June 30, 2024 from 6,565 employees as of June 30, 2023, primarily due to our acquisition of Adenza.
Previous wording
Professional and contract services expense remained relatively flat in the first quarter of 2024 compared with the same period in 2023.
Current wording
Professional and contract services expense increased in the second quarter and first six months of 2024 compared with the same periods in 2023 primarily due to increased legal and consulting expenses.
Previous wording
Computer operations and data communications expense increased in the first quarter of 2024 compared with the same period in 2023 primarily due to an increase in expenses related to the inclusion of Adenza in the first quarter of 2024 and increased investment in technology, primarily higher costs related to our cloud initiatives and software.
Current wording
Technology and communication infrastructure expense increased in the second quarter and first six months of 2024 compared with the same periods in 2023 primarily due to an increase in expenses related to the inclusion of Adenza and an increase in investment in technology expense related to our cloud initiatives and software.
Previous wording
Occupancy expense decreased in the first quarter of 2024 compared with the same period in 2023 primarily due to $12 million in impairment charges and exit related costs recorded in the first quarter of 2023 following the abandonment of leased office space.
Current wording
Occupancy expense decreased in the second quarter and first six months of 2024 compared with the same periods in 2023 primarily due to $5 million and $18 million in impairment charges and exit related costs recorded in the second quarter and first six months of 2023, respectively, following the abandonment of leased office space.
Previous wording
General, administrative and other expense increased in the first quarter of 2024 compared with the same period in 2023 primarily due to an insurance recovery related to a legal matter in the first quarter of 2023 and increased expenses related to the inclusion of Adenza in the first quarter of 2024.
Current wording
General, administrative and other expense increased in the second quarter and first six months of 2024 compared with the same periods in 2023 primarily due to insurance recoveries related to legal matters recorded in the second quarter and first six months of 2023, as well as increased expenses related to the inclusion of Adenza and higher travel costs in the second quarter and first six months of 2024.
Previous wording
Depreciation and amortization expense increased in the first quarter of 2024 compared with the same period in 2023 primarily due to an increase in amortization due to the intangible assets acquired as part of the Adenza acquisition.
Current wording
Depreciation and amortization expense increased in the second quarter and first six months of 2024 compared with the same periods in 2023 primarily due to an increase in amortization related to the intangible assets acquired as part of the Adenza acquisition.
Showing the first 40 of 69 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
We understand that analysts and investors regularly rely on non-GAAP financial measures, such as non-GAAP net income attributable to Nasdaq and non-GAAP diluted earnings per share, to assess operating performance. We use non-GAAP net income attributable to Nasdaq and non-GAAP diluted earnings per share because they highlight
Current report — wording carried from elsewhere
Net cash provided by operating activities increased $11 million for the six months ended June 30, 2024 compared with the same period in 2023. The increase was primarily driven by changes in our operating assets and liabilities and timing of various payments and receipts of $40 million, partially offset by a decrease of $29 million driven by the decrease in net income adjusted for certain noncash operating activities.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Cash equity trading revenues and cash equity trading revenues less transaction-based expenses decreased in the first quarter of 2024 compared with the same period in 2023 primarily due to lower overall U.S. matched market share executed on Nasdaq’s exchanges.
Previous report — wording carried elsewhere
Net Cash Used in Financing Activities