GlobeNewswire Inc | Oct 20, 2021 07:00AM EDT

October 20, 2021

NEW YORK, Oct. 20, 2021 (GLOBE NEWSWIRE) -- Nasdaq, Inc. (Nasdaq: NDAQ) today reported financial results for the third quarter of 2021.

-- Net revenues1 increased 17% compared to the third quarter of 2020. Solutions segments2 revenues increased 19%, including organic growth and contribution from the acquisition of Verafin. -- Annualized Recurring Revenue (ARR)3 increased 19% compared to the third quarter of 2020, and excluding Verafin, increased 10%. Annualized SaaS revenues increased 42% and represented 34% of ARR. -- Third quarter GAAP diluted earnings per share increased 7%, and non-GAAP4 diluted earnings per share increased 16%. -- During the first nine months of 2021, the company returned $1,145 million of cash to investors, including $885 million in share repurchases and $260 million in dividends.

Third Quarter 2021 Highlights

USD $ millions % (except per share) Change (YoY)Solutions Segments Revenues $541 19% Market Services $295 15% Net RevenuesNet Revenues $838 17% ARR $1,834 19% GAAP Diluted EPS $1.69 7% Non-GAAP Diluted EPS $1.78 16%

Adena Friedman, President and CEO said, The strong financial results for the third quarter of 2021 reflect consistent long-term growth in the Anti Financial Crime, Index and Analytics offerings, the benefits of the materially-expanded listed issuer base in our Corporate Platforms segment, and robust performance from the marketplace and connectivity platforms comprising our Market Services business.

While results reflect strong execution against a dynamic capital markets backdrop, I am particularly pleased by the 19% increase in ARR and the increasing contribution of our SaaS businesses, which provide a strong base for further growth across all environments.

Ann Dennison, Executive Vice President and CFO said, Our efforts to deliberately allocate capital to support the success of our long-term strategy is contributing to our 20% year-to-date revenue increase, while also supporting record year-to-date GAAP and non-GAAP diluted EPS results.

FINANCIAL REVIEW

-- Third quarter 2021 net revenues were $838 million, an increase of $123 million, or 17%, from $715 million in the prior year period. Net revenues reflected a $96 million, or 13%, positive impact from organic growth, a $25 million increase from the net impact of acquisitions and divestitures, and a $2 million increase from the impact of favorable changes in FX rates. -- Solutions segments revenues were $541 million in the third quarter of 2021, an increase of $88 million, or 19%. The increase reflects a $59 million, or 13%, positive impact from organic growth, and a $29 million, or 6%, increase from the inclusion of revenues from the acquisition of Verafin. Market Services net revenues were $295 million in the third quarter of 2021, reflecting a $37 million, or 14%, positive impact from organic growth and a $2 million increase from the impact of FX. -- Third quarter GAAP operating expenses increased 24% versus the prior year period. The increase primarily reflects higher compensation and benefits expense, general, administrative and other expense, depreciation and amortization expense, merger and strategic initiatives expense and computer operations and data communication expense. -- Non-GAAP operating expenses increased 15% versus the prior year period. The increase reflects a $26 million, or 8%, organic increase over the prior year period, a $21 million, or 6% increase from the net impact of acquisitions and divestitures and a $4 million, or 1%, increase from changes in FX rates. The organic increase primarily reflects higher compensation and benefits expense, marketing and advertising expense and computer operations and data communication expense. -- During the third quarter of 2021, the company repurchased $475 million in shares of its common stock, reflecting the impact from the previously announced ASR program executed during the period. The company repurchased an aggregate of $885 million, including the ASR described above, during the first nine months of 2021. As of September 30, 2021, there was $984 million remaining under the board authorized share repurchase program.

EXPENSE AND TAX GUIDANCE UPDATE5

-- The company is narrowing the range of its 2021 non-GAAP operating expense guidance to a range of $1,605 to $1,620 million. Nasdaq continues to expect its 2021 non-GAAP tax rate to be in the range of 25.0% to 27.0%.

STRATEGIC AND BUSINESS UPDATES

-- Nasdaqs annualized SaaS revenues in the third quarter of 2021 increased 42% year over year. Annualized SaaS revenues totaled $620 million in the third quarter of 2021, representing 34% of total company ARR, up from 28% in the third quarter of 2020. The 42% year over year increase in annualized SaaS revenues primarily reflects the inclusion of Verafin and strong growth in our surveillance and analytics businesses. -- Nasdaq Private Market contributed to a standalone, independent company to establish an institutional-grade, centralized secondary trading venue. Nasdaq, SVB Financial Group, Citi, Goldman Sachs and Morgan Stanley established a platform with Nasdaq Private Markets existing technology, client relationships and regulatory infrastructure, providing a strong foundation to develop a full suite of liquidity solutions for private companies. -- Investment Intelligence delivered strong new sales results. There were nearly 60 ETPs tracking Nasdaq indexes launched over the 12 months with over $5 billion of AUM accumulated through the third quarter of 2021, including the Invesco Innovation Suite and Hashdex products linked to the Nasdaq Crypto Index. Nasdaq's analytics offerings through our eVestment platform saw continued strong new sales and user adoption across both asset owners and asset managers. The expanded suite of solutions is helping to drive higher ARR per client. Additionally, during the quarter, we announced a partnership with Mercer, creating a co-branded platform called MercerInsight, which will expand eVestment Analytics reach and coverage, deepen our position in the ecosystem and create further joint opportunities. -- The Nasdaq Stock Market led U.S. exchanges for IPOs during the third quarter of 2021. The Nasdaq Stock Market IPO win rate was 75% in the third quarter of 2021, including 147 IPOs representing $29 billion in capital raised. There were 80 operating company6 IPOs during the period including Robinhood, Duolingo, Sportradar, Olaplex Holdings and Freshworks, as well as the direct listing of Amplitude and 67 special purpose acquisition companies. SPAC combinations in the third quarter of 2021 included Lucid Motors, Astra Space and Matterport. Nasdaq's European exchanges welcomed 25 IPOs during the period and 2021 has already set a new record for the highest yearly amount of new listings. -- Nasdaq launched Nasdaq Data Link to simplify data discovery and expand cloud delivery. Nasdaq Data Link is a cloud-based technology platform that empowers all segments of the investing public with a comprehensive suite of financial, fund and alternative data. The platform builds on Nasdaqs Quandl technology to provide a unified, modern API interface to enable integration across Nasdaqs portfolio of data products. -- Nasdaq led all exchanges during the third quarter of 2021 in total U.S. multiply-listed equity options volume traded. In the third quarter of 2021, Nasdaq's U.S. options market average daily number of contracts totaled 11.5 million, an increase of 11% year over year.

____________1 Represents revenues less transaction-based expenses. 2 Constitutes revenues from Market Technology, Investment Intelligence and Corporate Platforms segments.3 AnnualizedRecurringRevenue(ARR) for a given period is the annualized revenue derived from subscription contracts with a defined contract value. This excludes contracts that are not recurring, are one-time in nature or where the contract value fluctuates based on defined metrics. ARR is currently one of our key performance metrics to assess the health and trajectory of our recurring business. ARR does not have any standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.4 Refer to our reconciliations of U.S. GAAP to non-GAAP net income, diluted earnings per share, operating income and operating expenses, included in the attached schedules.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.6 Operating companies exclude special purpose acquisition companies and when a special purpose acquisition company completes an acquisition.

ABOUT NASDAQ

Nasdaq (Nasdaq: NDAQ) is a global technology company serving the capital markets and other industries. Our diverse offering of data, analytics, software and services enables clients to optimize and execute their business vision with confidence. To learn more about the company, technology solutions and career opportunities, visit us on LinkedIn, on Twitter @Nasdaq, or at www.nasdaq.com.

NON-GAAP INFORMATION

In addition to disclosing results determined in accordance with U.S. GAAP, Nasdaq also discloses certain non-GAAP results of operations, including, but not limited to, non-GAAP net income attributable to Nasdaq, non-GAAP diluted earnings per share, non-GAAP operating income, and non-GAAP operating expenses, that include certain adjustments or exclude certain charges and gains that are described in the reconciliation table of U.S. GAAP to non-GAAP information provided at the end of this release. Management uses this non-GAAP information internally, along with U.S. GAAP information, in evaluating our performance and in making financial and operational decisions. We believe our presentation of these measures provides investors with greater transparency and supplemental data relating to our financial condition and results of operations. In addition, we believe the presentation of these measures is useful to investors for period-to-period comparisons of results as the items described below in the reconciliation tables do not reflect ongoing operating performance.

These measures are not in accordance with, or an alternative to, U.S. GAAP, and may be different from non-GAAP measures used by other companies. In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces its 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 growth, organic change and organic impact are non-GAAP measures that reflect adjustments for: (i) the impact of period-over-period changes in foreign currency exchange rates, and (ii) the revenues, expenses and operating income associated with acquisitions and divestitures for the twelve month period following the date of the acquisition or divestiture. Reconciliations of these measures are described within the body of this release.

Foreign exchange impact: In countries with currencies other than the U.S. dollar, revenues and expenses are translated using monthly average exchange rates. Certain discussions in this release isolate the impact of year-over-year foreign currency fluctuations to better measure the comparability of operating results between periods. Operating results excluding the impact of foreign currency fluctuations are calculated by translating the current periods results by the prior periods exchange rates.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSInformation set forth in this communication contains forward-looking statements that involve a number of risks and uncertainties. Nasdaq cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to (i) projections relating to our future financial results, total shareholder returns, growth, trading volumes, products and services, ability to transition to new business models, taxes and achievement of synergy targets, (ii) statements about the closing or implementation dates and benefits of certain acquisitions, divestitures and other strategic, restructuring, technology, de-leveraging and capital allocation initiatives, (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 Nasdaqs control. These factors include, but are not limited to, Nasdaqs ability to implement its strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, the impact of the COVID-19 pandemic on our business, operations, results of operations, financial condition, workforce or the operations or decisions of our customers, suppliers or business partners, and other factors detailed in Nasdaqs 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 Nasdaqs investor relations website at http://ir.nasdaq.com and the SECs website at www.sec.gov. Nasdaq undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

WEBSITE DISCLOSURE

Nasdaq intends to use its website, ir.nasdaq.com, as a means for disclosing material non-public information and for complying with SEC Regulation FD and other disclosure obligations.

Media Relations Contact:

Will Briganti+1.646.964.8169william.briganti@nasdaq.com

Investor Relations Contact:

Ed Ditmire, CFA+1.212.401.8737ed.ditmire@nasdaq.com

-NDAQF-

Nasdaq, Inc.Condensed Consolidated Statements of Income(in millions, except per share amounts)(unaudited) Three Months Ended Nine Months Ended September September September September 30, 30, 30, 30, 2021 2020 2021 2020 Revenues: Market Technology $ 114 $ 86 $ 332 $ 251 Investment 272 236 787 654 IntelligenceCorporate Platforms 155 131 451 382 Market Services 814 954 2,823 2,855 Other Revenues 2 6 26 21 Total revenues 1,357 1,413 4,419 4,163 Transaction-based expenses:Transaction rebates (472 ) (517 ) (1,642 ) (1,525 )Brokerage, clearance (47 ) (181 ) (243 ) (523 )and exchange feesRevenues lesstransaction-based 838 715 2,534 2,115 expenses Operating Expenses: Compensation and 230 198 700 582 benefitsProfessional and 36 38 101 96 contract servicesComputer operationsand data 47 39 137 109 communicationsOccupancy 27 29 81 80 General,administrative and 42 13 66 99 otherMarketing and 12 7 32 20 advertisingDepreciation and 67 51 197 149 amortizationRegulatory 8 2 22 16 Merger and strategic 13 1 70 12 initiativesRestructuring - 11 31 36 charges Total operating 482 389 1,437 1,199 expensesOperating income 356 326 1,097 916 Interest income - - 1 4 Interest expense (33 ) (24 ) (95 ) (77 )Net gain ondivestiture of - - 84 - businessOther income 42 1 43 5 Net income fromunconsolidated 6 54 90 97 investeesIncome before income 371 357 1,220 945 taxesIncome tax provision 83 93 292 237 Net incomeattributable to $ 288 $ 264 $ 928 $ 708 Nasdaq Per share information:Basic earnings per $ 1.72 $ 1.61 $ 5.61 $ 4.31 shareDiluted earnings per $ 1.69 $ 1.58 $ 5.53 $ 4.25 shareCash dividendsdeclared per common $ 0.54 $ 0.49 $ 1.57 $ 1.45 share Weighted-averagecommon shares outstanding forearnings per share:Basic 167.7 164.2 165.5 164.4 Diluted 170.2 167.5 167.9 166.8

Nasdaq, Inc.Revenue Detail(in millions)(unaudited) Three Months Ended Nine Months Ended September September September September 30, 30, 30, 30, 2021 2020 2021 2020 MARKET TECHNOLOGY REVENUES Anti Financial Crime $ 66 $ 32 $ 175 $ 94 Technology revenues Marketplace Infrastructure 48 54 157 157 Technology revenues Total Market Technology 114 86 332 251 revenues INVESTMENT INTELLIGENCE REVENUES Market Data revenues 102 105 310 298 Index revenues 119 86 328 227 Analytics revenues 51 45 149 129 Total Investment Intelligence 272 236 787 654 revenues CORPORATE PLATFORMS REVENUES Listings Services 99 78 282 224 revenues IR & ESG Services 56 53 169 158 revenues Total Corporate 155 131 451 382 Platforms revenues MARKET SERVICES REVENUES Equity Derivative Trading and Clearing 330 317 1,114 901 revenues Transaction-based expenses: Transaction (220 ) (214 ) (770 ) (585 ) rebates Brokerage, clearance and (5 ) (19 ) (31 ) (55 ) exchange fees Total net equity derivative trading 105 84 313 261 and clearing revenues Cash Equity Trading 390 550 1,423 1,697 revenues Transaction-based expenses: Transaction (252 ) (303 ) (872 ) (940 ) rebates Brokerage, clearance and (42 ) (162 ) (212 ) (468 ) exchange fees Total net cash equity trading 96 85 339 289 revenues Fixed Income and Commodities Trading 13 12 44 39 and Clearing revenues Trade Management 81 75 242 218 Services revenues Total Net Market 295 256 938 807 Services revenues OTHER REVENUES 2 6 26 21 REVENUES LESSTRANSACTION-BASED $ 838 $ 715 $ 2,534 $ 2,115 EXPENSES

Nasdaq, Inc.Condensed Consolidated Balance Sheets(in millions) September 30, December 31, 2021 2020 Assets (unaudited) Current assets: Cash and cash equivalents $ 303 $ 2,745 Restricted cash and cash equivalents 29 37 Financial investments 185 195 Receivables, net 552 566 Default funds and margin deposits 4,202 3,942 Other current assets 225 175 Total current assets 5,496 7,660 Property and equipment, net 495 475 Goodwill 8,510 6,850 Intangible assets, net 2,885 2,255 Operating lease assets 383 381 Other non-current assets 628 358 Total assets $ 18,397 $ 17,979 Liabilities Current liabilities: Accounts payable and accrued expenses $ 166 $ 175 Section 31 fees payable to SEC 14 224 Accrued personnel costs 221 227 Deferred revenue 380 235 Other current liabilities 132 121 Default funds and margin deposits 4,202 3,942 Short-term debt 480 - Total current liabilities 5,595 4,924 Long-term debt 5,447 5,541 Deferred tax liabilities, net 395 502 Operating lease liabilities 398 389 Other non-current liabilities 207 187 Total liabilities 12,042 11,543 Commitments and contingencies Equity Nasdaq stockholders' equity: Common stock 2 2 Additional paid-in capital 1,983 2,547 Common stock in treasury, at cost (425 ) (376 ) Accumulated other comprehensive loss (1,511 ) (1,368 ) Retained earnings 6,296 5,628 Total Nasdaq stockholders' equity 6,345 6,433 Noncontrolling interests 10 3 Total equity 6,355 6,436 Total liabilities and equity $ 18,397 $ 17,979

Nasdaq, Inc.Reconciliation of U.S. GAAP Net Income, Diluted Earnings Per Share,Operating Income andOperating Expenses to Non-GAAP Net Income, Diluted Earnings Per Share,Operating Income, and Operating Expenses(in millions, except per share amounts)(unaudited) Three Months Ended Nine Months Ended September September September September 30, 30, 30, 30, 2021 2020 2021 2020 U.S. GAAP net income $ 288 $ 264 $ 928 $ 708 attributable to NasdaqNon-GAAP adjustments: Amortization expense of acquired 40 26 116 76 intangible assets ^ (1) Merger and strategic initiatives expense ^ 13 1 70 12 (2) Restructuring charges - 11 31 36 ^(3) Net gain on divestiture of - - (84 ) - business ^(4) Net income from unconsolidated (6 ) (55 ) (88 ) (97 ) investees ^(5) Extinguishment of 33 - 33 36 debt ^(6) Charitable Donations - - - 17 ^(7) Provision for notes - 6 - 6 receivable ^(7) Other ^(7) (42 ) (1 ) (37 ) 3 Total non-GAAP 38 (12 ) 41 89 adjustments Non-GAAP adjustment to the income tax (23 ) 4 (24 ) (34 ) provision ^(8) Total non-GAAP adjustments, net of 15 (8 ) 17 55 taxNon-GAAP net income $ 303 $ 256 $ 945 $ 763 attributable to Nasdaq U.S. GAAP diluted $ 1.69 $ 1.58 $ 5.53 $ 4.25 earnings per share Total adjustments from non-GAAP net 0.09 (0.05 ) 0.10 0.32 income aboveNon-GAAP diluted $ 1.78 $ 1.53 $ 5.63 $ 4.57 earnings per share Weighted-averagediluted common shares 170.2 167.5 167.9 166.8 outstanding forearnings per share: (1) We amortize intangible assets acquired in connection with variousacquisitions. Intangible asset amortization expense can vary from period toperiod due to episodic acquisitions completed, rather than from our ongoingbusiness operations. (2) We have pursued various strategic initiatives and completedacquisitions and divestitures in recent years which have resulted inexpenses which would not have otherwise been incurred. These expensesgenerally include integration costs, as well as legal, due diligence andother third party transaction costs and will vary based on the size andfrequency of the activities described above. (3) In September 2019, we initiated the transition of certain technologyplatforms to advance the company?s strategic opportunities as a technologyand analytics provider and continue the realignment of certain businessareas. Charges associated with this plan represented a fundamental shift inour strategy and technology as well as executive re-alignment and wereexcluded for purposes of calculating non-GAAP measures as they are notreflective of ongoing operating performance or comparisons in Nasdaq?sperformance between periods. The restructuring charges primarily consistedof non-cash items such as asset impairment charges primarily related tocapitalized software that was retired, and accelerated depreciation expenseon certain assets as a result of a decrease in their useful life as well asthird party consulting costs. The restructuring program ended as of June30, 2021. (4) For the nine months ended September 30, 2021, represents a pre-tax netgain of $84 million on the sale of our U.S. Fixed Income business, which isincluded in net gain on divestiture of business in the CondensedConsolidated Statements of Income. (5) Represents the earnings recognized from our equity interest in theOptions Clearing Corporation, or OCC. We will continue to exclude theearnings and losses related to our share of OCC's earnings for purposes ofcalculating non-GAAP measures as our income on this investment may varysignificantly period to period. This provides a more meaningful analysis ofNasdaq's ongoing operating performance or comparisons in Nasdaq'sperformance between periods. (6) For the three and nine months ended September 30, 2021, and for thenine months ended September 30, 2020, represents a loss on earlyextinguishment of debt. The charge for all periods is recorded in general,administrative and other expense in our Condensed Consolidated Statementsof Income. (7) We have excluded certain other charges or gains, including certain taxitems, that are the result of other non-comparable events to measureoperating performance. For the three and nine months ended September 30,2021, these significant items primarily relate to gains from strategicinvestments entered into through our corporate venture program recorded inother income in our Condensed Consolidated Statements of Income. For thethree and nine months ended September 30, 2020, these significant itemsprimarily included a provision for notes receivable associated with thefunding of technology development for the consolidated audit trail recordedin general, administrative and other expense in our Condensed ConsolidatedStatements of Income, charges associated with duplicative rent andimpairment of leasehold assets related to our global headquarters moverecorded in occupancy and depreciation and amortization expense in ourCondensed Consolidated Statements of Income, and a reversal of a regulatoryfine issued by the Swedish Financial Supervisory Authority, recorded inregulatory expense in our Condensed Consolidated Statements of Income. Thefirst nine months of 2020 also included charitable donations made to theNasdaq Foundation, COVID-19 response and relief efforts, and social justicecharities, which are recorded in general, administrative and other expensein our Condensed Consolidated Statements of Income. (8) The non-GAAP adjustment to the income tax provision for the three andnine months ended September 30, 2021 and 2020 includes the tax impact ofeach non-GAAP adjustment. In addition, for the three and nine months endedSeptember 30, 2021, the non-GAAP adjustment to the income tax provisionincludes adjustments related to return-to-provision and for the nine monthsended September 30, 2020, a tax benefit on compensation related deductionsdetermined to be allowable.

Nasdaq, Inc.Reconciliation of U.S. GAAP Net Income, Diluted Earnings Per Share,Operating Income andOperating Expenses to Non-GAAP Net Income, Diluted Earnings Per Share,Operating Income, and Operating Expenses(in millions)(unaudited) Three Months Ended Nine Months Ended September September September September 30, 30, 30, 30, 2021 2020 2021 2020 U.S. GAAP operating income $ 356 $ 326 $ 1,097 $ 916 Non-GAAP adjustments: Amortization expense of acquired intangible 40 26 116 76 assets ^(1) Merger and strategic 13 1 70 12 initiatives expense ^(2) Restructuring charges ^ - 11 31 36 (3) Extinguishment of debt ^ 33 - 33 36 (4) Charitable donations ^ - - - 17 (5) Provision for notes - 6 - 6 receivable^ (5) Other ^(5) (1 ) (1 ) 5 7 Total non-GAAP 85 43 255 190 adjustmentsNon-GAAP operating income $ 441 $ 369 $ 1,352 $ 1,106 Revenues less $ 838 $ 715 $ 2,534 $ 2,115 transaction-based expenses U.S. GAAP operating margin 42 % 46 % 43 % 43 %^(6) Non-GAAP operating margin 53 % 52 % 53 % 52 %^(7) (1) We amortize intangible assets acquired in connection with variousacquisitions. Intangible asset amortization expense can vary from period toperiod due to episodic acquisitions completed, rather than from our ongoingbusiness operations. (2) We have pursued various strategic initiatives and completed acquisitionsand divestitures in recent years which have resulted in expenses which wouldnot have otherwise been incurred. These expenses generally includeintegration costs, as well as legal, due diligence and other third partytransaction costs and will vary based on the size and frequency of theactivities described above. (3) In September 2019, we initiated the transition of certain technologyplatforms to advance the company?s strategic opportunities as a technologyand analytics provider and continue the realignment of certain businessareas. Charges associated with this plan represented a fundamental shift inour strategy and technology as well as executive re-alignment and wereexcluded for purposes of calculating non-GAAP measures as they are notreflective of ongoing operating performance or comparisons in Nasdaq?sperformance between periods. The restructuring charges primarily consistedof non-cash items such as asset impairment charges primarily related tocapitalized software that was retired, and accelerated depreciation expenseon certain assets as a result of a decrease in their useful life as well asthird party consulting costs. The restructuring program ended as of June 30,2021. (4) For the three and nine months ended September 30, 2021, and for the ninemonths ended September 30, 2020, represents a loss on early extinguishmentof debt. The charge for all periods is recorded in general, administrativeand other expense in our Condensed Consolidated Statements of Income. (5) We have excluded certain other charges or gains, including certain taxitems, that are the result of other non-comparable events to measureoperating performance. For the three and nine months ended September 30,2020, these significant items primarily included a provision for notesreceivable associated with the funding of technology development for theconsolidated audit trail recorded in general, administrative and otherexpense in our Condensed Consolidated Statements of Income, chargesassociated with duplicative rent and impairment of leasehold assets relatedto our global headquarters move recorded in occupancy and depreciation andamortization expense in our Condensed Consolidated Statements of Income, anda reversal of a regulatory fine issued by the Swedish Financial SupervisoryAuthority, recorded in regulatory expense in our Condensed ConsolidatedStatements of Income. The first nine months of 2020 also included charitabledonations made to the Nasdaq Foundation, COVID-19 response and reliefefforts, and social justice charities, which are recorded in general,administrative and other expense in our Condensed Consolidated Statements ofIncome. (6) U.S. GAAP operating margin equals U.S. GAAP operating income divided byrevenues less transaction-based expenses. (7) Non-GAAP operating margin equals non-GAAP operating income divided byrevenues less transaction-based expenses.

Nasdaq, Inc.Reconciliation of U.S. GAAP Net Income, Diluted Earnings Per Share,Operating Income andOperating Expenses to Non-GAAP Net Income, Diluted Earnings Per Share,Operating Income, and Operating Expenses(in millions)(unaudited) Three Months Ended Nine Months Ended September September September September 30, 30, 30, 30, 2021 2020 2021 2020 U.S. GAAP operating $ 482 $ 389 $ 1,437 $ 1,199 expensesNon-GAAP adjustments: Amortization expense of acquired intangible (40 ) (26 ) (116 ) (76 ) assets^ (1) Merger and strategic (13 ) (1 ) (70 ) (12 ) initiatives expense ^(2) Restructuring charges ^ - (11 ) (31 ) (36 ) (3) Extinguishment of debt ^ (33 ) - (33 ) (36 ) (4) Charitable donations ^ - - - (17 ) (5) Provision for notes - (6 ) - (6 ) receivable^ (5) Other ^(5) 1 1 (5 ) (7 ) Total non-GAAP (85 ) (43 ) (255 ) (190 ) adjustmentsNon-GAAP operating $ 397 $ 346 $ 1,182 $ 1,009 expenses (1) We amortize intangible assets acquired in connection with variousacquisitions. Intangible asset amortization expense can vary from period toperiod due to episodic acquisitions completed, rather than from our ongoingbusiness operations. (2) We have pursued various strategic initiatives and completed acquisitionsand divestitures in recent years which have resulted in expenses which wouldnot have otherwise been incurred. These expenses generally includeintegration costs, as well as legal, due diligence and other third partytransaction costs and will vary based on the size and frequency of theactivities described above. (3) In September 2019, we initiated the transition of certain technologyplatforms to advance the company?s strategic opportunities as a technologyand analytics provider and continue the realignment of certain businessareas. Charges associated with this plan represented a fundamental shift inour strategy and technology as well as executive re-alignment and wereexcluded for purposes of calculating non-GAAP measures as they are notreflective of ongoing operating performance or comparisons in Nasdaq?sperformance between periods. The restructuring charges primarily consistedof non-cash items such as asset impairment charges primarily related tocapitalized software that was retired, and accelerated depreciation expenseon certain assets as a result of a decrease in their useful life as well asthird party consulting costs. The restructuring program ended as of June 30,2021. (4) For the three and nine months ended September 30, 2021, and for the ninemonths ended September 30, 2020, represents a loss on early extinguishmentof debt. The charge for all periods is recorded in general, administrativeand other expense in our Condensed Consolidated Statements of Income. (5) We have excluded certain other charges or gains, including certain taxitems, that are the result of other non-comparable events to measureoperating performance. For the three and nine months ended September 30,2020, these significant items primarily included a provision for notesreceivable associated with the funding of technology development for theconsolidated audit trail recorded in general, administrative and otherexpense in our Condensed Consolidated Statements of Income, chargesassociated with duplicative rent and impairment of leasehold assets relatedto our global headquarters move recorded in occupancy and depreciation andamortization expense in our Condensed Consolidated Statements of Income, anda reversal of a regulatory fine issued by the Swedish Financial SupervisoryAuthority, recorded in regulatory expense in our Condensed ConsolidatedStatements of Income. The first nine months of 2020 also included charitabledonations made to the Nasdaq Foundation, COVID-19 response and reliefefforts, and social justice charities, which are recorded in general,administrative and other expense in our Condensed Consolidated Statements ofIncome.

Nasdaq, Inc.Quarterly Key Drivers Detail(unaudited) Three Months Ended Nine Months Ended September September September September 30, 30, 30, 30, 2021 2020 2021 2020 Market Technology Order intake (in millions) $ 76 $ 84 $ 236 $ 202 ^(^1^) Annualized recurring revenues (in $ 428 $ 278 $ 428 $ 278 millions) ^(^ 2^) Investment Intelligence Number of licensed exchange 347 335 347 335 traded products (ETPs) ETP assets under management (AUM) $ 361 $ 313 $ 361 $ 313 tracking Nasdaq indexes (in billions) TTM ^(^3^) net inflows ETP AUM tracking $ 53 $ 48 $ 53 $ 48 Nasdaq indexes (in billions) TTM ^(^3^) net appreciation/ depreciation ETP AUM $ 87 $ 58 $ 87 $ 58 tracking Nasdaq indexes (in billions) Corporate Platforms Initial public offerings The Nasdaq Stock Market 147 105 557 174 ^(4) Exchanges that comprise Nasdaq Nordic 25 5 111 21 and Nasdaq Baltic Total new listings The Nasdaq Stock Market 223 144 734 255 ^(4) Exchanges that comprise Nasdaq Nordic 28 11 132 33 and Nasdaq Baltic ^(5) Number of listed companies The Nasdaq Stock Market 3,990 3,249 3,990 3,249 ^(6) Exchanges that comprise Nasdaq Nordic 1,172 1,049 1,172 1,049 and Nasdaq Baltic ^(7) Market Services Equity Derivative Trading and Clearing U.S. equity options Total industry average daily 35.5 28.1 36.7 26.7 volume (in millions) Nasdaq PHLX matched 12.1 % 12.8 % 12.6 % 12.4 % market share The Nasdaq Options Market 8.1 % 9.6 % 8.2 % 10.2 % matched market share Nasdaq BX Options 1.6 % 0.2 % 1.1 % 0.2 % matched market share Nasdaq ISE Options 6.0 % 6.9 % 6.6 % 7.8 % matched market share Nasdaq GEMX Options 2.7 % 6.3 % 4.9 % 5.3 % matched market share Nasdaq MRX Options 1.8 % 0.9 % 1.5 % 0.6 % matched market share Total matched market share executed on 32.3 % 36.7 % 34.9 % 36.5 % Nasdaq's exchanges Nasdaq Nordic and Nasdaq Baltic options and futures Total average daily volume options and 241,653 256,478 286,794 335,043 futures contracts ^(^ 8^) Cash Equity Trading Total U.S.-listed securities Total industry average daily 9.8 9.9 11.6 11.1 share volume (in billions) Matched share volume (in 106.5 123.7 373.3 393.2 billions) The Nasdaq Stock Market 15.9 % 18.0 % 15.8 % 17.2 % matched market share Nasdaq BX matched 0.5 % 0.8 % 0.6 % 1.0 % market share Nasdaq PSX matched 0.6 % 0.6 % 0.7 % 0.6 % market share Total matched market share executed on 17.0 % 19.4 % 17.1 % 18.8 % Nasdaq's exchanges Market share reported to the FINRA/ 34.3 % 32.0 % 35.0 % 31.2 % Nasdaq Trade Reporting Facility Total market 51.3 % 51.4 % 52.1 % 50.0 % share ^(^9^) Nasdaq Nordic and Nasdaq Baltic securities Average daily number of equity trades 989,688 819,751 1,033,316 924,455 executed on Nasdaq's exchanges Total average daily value of shares $ 5.7 $ 4.8 $ 6.4 $ 5.6 traded (in billions) Total market share executed on 76.3 % 77.5 % 77.4 % 77.6 % Nasdaq's exchanges Fixed Income and Commodities Trading and Clearing Fixed Income Total average daily volume of Nasdaq Nordic and 96,155 87,668 113,807 105,837 Nasdaq Baltic fixed income contracts Commodities Power contracts 177 195 632 670 cleared (TWh) ^(^10^) (1) Total contract value of orders signed during the period, excluding Verafin. (2) Annualized Recurring Revenue, or ARR, for a given period is the annualized revenue of Market Technology support and SaaS subscription contracts. ARR is currently one of our key performance metrics to assess the health and trajectory of our recurring business. ARR does not have any standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts during the reporting period used in calculating ARR may or may not be extended or renewed by our customers. (3) Trailing 12-months. (4) New listings include IPOs, including issuers that switched from other listing venues and separately listed ETPs. For the three months ended September 30, 2021, of the 147 IPOs, 67 were SPACs. For the three months ended September 30, 2020, of the 105 IPOs, 41 were SPACs. For the nine months ended September 30, 2021, of the 557 IPOs, 310 were SPACs. For the nine months ended September 30, 2020, of the 174 IPOs, 55 were SPACs. (5) New listings include IPOs and represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on the alternative markets of Nasdaq First North. (6) Number of total listed companies on The Nasdaq Stock Market at period end, including 430 ETPs as of September 30, 2021, and 409 as of September 30, 2020. (7) Represents total listed companies on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on the alternative markets of Nasdaq First North. (8) Includes Finnish option contracts traded on Eurex for which Nasdaq and Eurex have a revenue sharing arrangement. (9) Includes transactions executed on The Nasdaq Stock Market's, Nasdaq BX's and Nasdaq PSX's systems plus trades reported through the Financial Industry Regulatory Authority/Nasdaq Trade Reporting Facility. (10) Transactions executed on Nasdaq Commodities or OTC and reported for clearing to Nasdaq Commodities measured by Terawatt hours (TWh).

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/de3deab6-969a-45ea-bf2f-77c227319827